Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 27, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'NNAN | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 597,473,866 | ' |
Entity Registrant Name | 'NaturalNano, Inc. | ' | ' |
Entity Central Index Key | '0000863895 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $323,529 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $0 | $6,160 |
Accounts Receivable | 23,206 | 5,400 |
Inventory | 13,246 | 19,480 |
Prepaid expenses, and other current assets | 7,040 | 10,196 |
Total current assets | 43,492 | 41,236 |
Total Assets | 43,492 | 41,236 |
Current liabilities: | ' | ' |
Notes Payable (See Note 2) | 4,088,425 | 3,893,972 |
Accounts payable | 448,127 | 502,814 |
Accrued expenses | 100,331 | 96,343 |
Accrued interest | 611,261 | 444,131 |
Accrued payroll | 978,340 | 871,610 |
Deferred revenue | 30,000 | 100,000 |
Registration rights liability | 82,489 | 82,489 |
Derivative liabilities | 32,419 | 25,732 |
Total current liabilities | 6,371,392 | 6,017,091 |
Total Liabilities | 6,371,392 | 6,017,091 |
Commitments and contingencies (See Note 8) | ' | ' |
Stockholders' Deficiency | ' | ' |
Common Stock - $.001 par value 800,000,000 authorized, issued and outstanding 554,339,146 and 93,200,171, respectively | 554,339 | 93,200 |
Additional paid in capital | 21,176,747 | 21,159,134 |
Non-controlling interest in subsidiary | 0 | 14,264 |
Accumulated deficit | -28,302,351 | -27,410,212 |
Total stockholders' deficiency | -6,571,265 | -6,143,614 |
Total liabilities and stockholders' deficiency | 43,492 | 41,236 |
Series B Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Preferred Stock - $.001 par value, 10 million shares authorized | 425 | 14,111 |
Series C Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Preferred Stock - $.001 par value, 10 million shares authorized | 242,940 | 153,648 |
Series D Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Preferred Stock - $.001 par value, 10 million shares authorized | $0 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 800,000,000 | 800,000,000 |
Common Stock, shares issued | 554,339,146 | 93,200,171 |
Common Stock, shares outstanding | 554,339,146 | 93,200,171 |
Series B Preferred Stock [Member] | ' | ' |
Preferred Stock, aggregate liquidation preference | $10 | ' |
Preferred Stock, shares issued | 5,000 | ' |
Preferred Stock, shares outstanding | 5,000 | ' |
Series C Preferred Stock [Member] | ' | ' |
Preferred Stock, aggregate liquidation preference | $5,715 | ' |
Preferred Stock, shares issued | 2,857,266 | ' |
Preferred Stock, shares outstanding | 2,857,266 | ' |
Series D Preferred Stock [Member] | ' | ' |
Preferred Stock, shares issued | 100 | ' |
Preferred Stock, shares outstanding | 100 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income: | ' | ' |
Revenue | $147,362 | $136,611 |
Cost of goods sold | 29,613 | 10,973 |
Gross profit | 117,749 | 125,638 |
Operating expenses: | ' | ' |
Research and development | 55,927 | 115,100 |
General and administrative excluding stock based compensation | 344,946 | 356,708 |
Stock based compensation related to warrants | 335,982 | 11,626 |
Total operating expenses | 736,855 | 483,434 |
Loss from Operations | -619,106 | -357,796 |
Other income (expense): | ' | ' |
Interest expense | -365,593 | -381,732 |
Net loss on derivative liability | -6,517 | -4,074 |
Net loss on forgiveness/modification of debt | -10,346 | -468,888 |
Other income | 70,114 | 0 |
Gain on dissolution of Combotexs | 39,373 | 0 |
Nonoperating Income (Expense), Total | -272,969 | -854,694 |
Net loss from continuing operations | -892,075 | -1,212,490 |
Net income from discontinued operations | 11,115 | 15,927 |
Loss on write-off of discontinued operations | -11,179 | 0 |
Consolidated net loss attributable to the controlling interest | -892,139 | -1,196,563 |
Less: Preferred stock conversion inducement | 0 | -12,235 |
Consolidated net loss attributable to the common shareholders | ($892,139) | ($1,208,798) |
Continuing operations loss per common share basic and diluted (in dollars per share) | $0 | ($0.02) |
Discontinued operations loss per common share basic and diluted (in dollars per share) | $0 | $0 |
Weighted average shares outstanding (in shares) | 291,684,785 | 50,116,924 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2011 | ($6,193,754) | $23,404 | $4,898 | $19,977,329 | ($26,213,649) | $14,264 |
Balance (in shares) at Dec. 31, 2011 | ' | 23,403,671 | 4,897,500 | ' | ' | ' |
Grant of common stock for services @: $0.005 to $.0007 per share | 10,800 | 1,765 | ' | 9,035 | ' | ' |
Grant of common stock for services @: $0.005 to $.0007 per share ( in shares) | ' | 1,764,706 | ' | ' | ' | ' |
Issuance of common stock as interest payment | 244,884 | 9,321 | ' | 235,563 | ' | ' |
Issuance of common stock as interest payment (in shares) | ' | 9,321,155 | ' | ' | ' | ' |
Warrant issued for services | 11,626 | ' | ' | 11,626 | ' | ' |
Shares issued on debt conversion | 983,585 | 13,594 | ' | 969,991 | ' | ' |
Shares issued on debt conversion (in shares) | 13,594,382 | 13,594,382 | ' | ' | ' | ' |
Series B preferred shares converted to common shares and change in value | 0 | 10,035 | -486 | -9,549 | ' | ' |
Series B preferred shares converted to common shares and change in value (in shares) | ' | 10,035,294 | -486,250 | ' | ' | ' |
Series C preferred shares converted to common shares and changed in value | 0 | 5,633 | -35 | -5,598 | ' | ' |
Series C preferred shares converted to common shares and changed in value (in shares) | ' | 5,633,283 | -35,207 | ' | ' | ' |
Transfer of preferred shares to temporary equity | -4,377 | ' | -4,377 | ' | ' | ' |
Transfer of preferred shares to temporary equity (in shares) | ' | ' | -4,376,043 | ' | ' | ' |
Post-transfer conversion of 18,750 preferred B shares to common stock | 19 | 3,000 | ' | -2,981 | ' | ' |
Post-transfer conversion of 18,750 preferred B shares to common stock (in shares) | ' | 3,000,000 | ' | ' | ' | ' |
Post-transfer conversion of 165,298 preferred B shares to common stock | 166 | 26,448 | ' | -26,282 | ' | ' |
Post-transfer conversion of 165,298 preferred B shares to common stock (in shares) | ' | 26,447,680 | ' | ' | ' | ' |
Net loss | -1,196,563 | ' | ' | ' | -1,196,563 | ' |
Balance at Dec. 31, 2012 | -6,143,614 | 93,200 | 0 | 21,159,134 | -27,410,212 | 14,264 |
Balance (in shares) at Dec. 31, 2012 | ' | 93,200,171 | 0 | ' | ' | ' |
Issuance of common stock as interest payment | 198,464 | 226,882 | ' | -28,418 | ' | ' |
Issuance of common stock as interest payment (in shares) | ' | 226,882,335 | ' | ' | ' | ' |
Warrant issued for services | 335,983 | ' | ' | 335,983 | ' | ' |
Shares issued on debt conversion | 19,913 | 21,500 | ' | -1,587 | ' | ' |
Shares issued on debt conversion (in shares) | ' | 21,500,000 | ' | ' | ' | ' |
Series B preferred shares converted to common shares and change in value | 13,686 | 22,000 | ' | -8,314 | ' | ' |
Series B preferred shares converted to common shares and change in value (in shares) | ' | 22,000,000 | ' | ' | ' | ' |
Series C preferred shares converted to common shares and changed in value | -89,294 | 190,757 | ' | -280,051 | ' | ' |
Series C preferred shares converted to common shares and changed in value (in shares) | ' | 190,756,640 | ' | ' | ' | ' |
Net loss | -892,139 | ' | ' | ' | -892,139 | ' |
Dissolution of Non-controlling interest | -14,264 | ' | ' | ' | ' | -14,264 |
Issuance of Series D preferred shares (in shares) | ' | ' | 100 | ' | ' | ' |
Balance at Dec. 31, 2013 | ($6,571,265) | $554,339 | $0 | $21,176,747 | ($28,302,351) | $0 |
Balance (in shares) at Dec. 31, 2013 | ' | 554,339,146 | 100 | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) [Parenthetical] | 12 Months Ended |
Dec. 31, 2012 | |
Range of Per share value of Common stock granted for services | '$0.005 to $.0007 |
Conversion One [Member] | ' |
Incremental Common Shares Attributable to Conversion of Preferred Stock | 18,750 |
Conversion Two [Member] | ' |
Incremental Common Shares Attributable to Conversion of Preferred Stock | 165,298 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss attributable to controlling interest | ($892,139) | ($1,196,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 0 | 44,451 |
Fair value adjustment of derivative liabilities | 6,688 | 4,074 |
Issuance of warrants for services | 335,983 | 11,626 |
Loss on modification of debt | 30,000 | 473,567 |
Non-cash gain on forgiveness of debt | -19,654 | -4,679 |
Gain on dissolution of Combotexs | -39,373 | 0 |
Loss on write off of discontinued operations | 11,179 | 0 |
Issuance of stock for services | 0 | 10,800 |
Issuance of stock for interest | 0 | 244,884 |
Changes in operating assets and liabilities: | ' | ' |
Decrease( increase) in accounts receivable | -19,756 | 6,136 |
Decrease (increase) in inventory | -2,995 | 1,113 |
Decrease (increase) in other current assets | 3,156 | -163 |
Increase in accounts payable, accrued payroll and accrued expenses | 466,386 | 279,182 |
Decrease in deferred revenue | -70,000 | 0 |
Decrease in derivative liability | 0 | -4,000 |
Net cash used in operating activities | -190,525 | -129,572 |
Cash flows from financing activities: | ' | ' |
Proceeds from senior secured Promissory Notes | 184,365 | 134,000 |
Net cash provided by financing activities | 184,365 | 134,000 |
Decrease in cash and cash equivalents | -6,160 | 4,428 |
Cash and cash equivalents at beginning of year | 6,160 | 1,732 |
Cash and cash equivalents at end of year | 0 | 6,160 |
Schedule of non-cash investing and financing activities: | ' | ' |
Common stock issued for Convertible notes | $19,913 | $983,585 |
PRINCIPAL_BUSINESS_ACTIVITY_AN
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | |||||||||
1. PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Basis of Consolidation | ||||||||||
The consolidated financial statements include the accounts of NaturalNano, Inc. (“NaturalNano” or the “Company”), a Nevada corporation, and its wholly owned subsidiary NaturalNano Research, Inc. (“NN Research”) a Delaware corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. | ||||||||||
In the second quarter of 2013, the Company filed a Certificate of Dissolution for Combotexs, LLC with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs (a dormant New York limited liability company.) Prior to this action, the Company had a 51% controlling interest in Combotexs. The dissolution was accepted by NYS in the third quarter of 2013. As a result of these actions, the non-controlling interest in subsidiary in the stockholders deficiency section of the balance sheet was eliminated in the third quarter of 2013 in the amount of $14,264 and a gain of $39,373 was taken in the third quarter of 2013 which was attributed to the release of outstanding liabilities. | ||||||||||
Description of the Business | ||||||||||
NaturalNano (the “Company”), located in Rochester, New York, is engaged in the development and commercialization of material science technologies with an emphasis on additives to polymers and other industrial and consumer products by taking advantage of technology advances developed in-house and through licenses from third parties. The Company’s current activities are directed toward research, development, production and marketing of its proprietary technologies relating to the treatment and separation of nanotubes from halloysite clay and the development of related commercial applications for: | ||||||||||
⋅ | Cosmetics, health and beauty products | |||||||||
⋅ | Polymers, plastics and composites | |||||||||
NaturalNano is domiciled in the state of Nevada as a result of the merger with Cementitious Materials, Inc., (“CMI”), which was completed on November 29, 2005. | ||||||||||
Liquidity and Going Concern – The accompanying consolidated 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. As shown in the accompanying consolidated financial statements, the Company incurred a net loss for 2013 of $892,139 and had negative working capital of $6,327,900 and a stockholders' deficiency of $6,571,265 at December 31, 2013. Since inception the Company’s operations have been funded through a combination of convertible debt from private investors and from cash advances from its former parent and majority shareholder Technology Innovations, LLC. These factors, among others, indicate that the Company may not be able to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to extend the terms of its existing obligations, to obtain additional financing and, ultimately, to attain successful operations. | ||||||||||
As of December 31, 2013 the company owed $4,699,686 to lenders in the form of notes payable and accrued interest. Much of this debt is convertible into the Company’s common stock at terms beneficial to the lenders compared to the market price of the Company’s common stock (see Note 2). The Company continues to rely on these lenders to provide additional loans to cover Company expenses and to provide forbearance agreements extending the due dates of the various notes. As of December 31, 2013, the Company continued to require waivers for debt covenant violations and extensions of maturity dates. Refer to Note 2 for lenders waivers and maturity extensions received. | ||||||||||
The Company’s management and Board of Directors continue to actively assess the Company's operating structure with an objective to reduce ongoing expenses, increase sources of recurring revenue as well as seeking additional debt or equity financing. The Company will continually evaluate funding options including additional offerings of its securities to private and institutional investors and other credit facilities as they become available. There can be no assurance as to the availability or terms upon which such financing alternatives might be available. | ||||||||||
The Company has experienced recurring losses from operations since its inception and continues to have a working capital deficiency and limited opportunities for additional capital infusion. The Company has experienced recurring defaults relating to the various provisions under its current debt obligations and is expected to require future forbearance and waivers relating to such provisions in the future. These negative financial conditions combined with delays experienced in product introduction and customer acceptance raises substantial doubt of the Company’s ability to continue as a going concern. | ||||||||||
Reclassifications | ||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | ||||||||||
Concentration of Credit Risk | ||||||||||
The Company maintains cash in bank deposit accounts which could, at times, exceed federally insured limits. The Company has not experienced any losses on these accounts. | ||||||||||
Accounts Receivable | ||||||||||
The Company grants credit to substantially all of its customers and carries its accounts receivable at original invoice amount less an allowance for doubtful accounts. Included in the Accounts Receivable at December 31, 2013 is $10,500 due from Checklist Boards Corporation which is 50% owned by the Company’s CEO. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on history of past write-offs, collections, and current credit conditions. As of December 31, 2013 and 2012 no allowance for doubtful accounts was considered necessary. | ||||||||||
Inventory | ||||||||||
Inventory is stated at the lower of cost or market value. When halloysite nanotubes or Pleximer™ held in inventory are used, the carrying value of any such inventory used (i) for research and development is expensed in the period that it is used for the development of proprietary applications and processes and (ii) in cost of goods sold will be charged as customer shipments are made. Overhead costs are applied to inventory during production and included in cost of goods sold. | ||||||||||
Property and Equipment | ||||||||||
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized over the lesser of the assets' useful lives or the remaining term of the lease. | ||||||||||
Property and equipment, at cost, consists of the following: | ||||||||||
2013 | 2012 | Useful Life | ||||||||
Lab equipment | $ | 564,234 | $ | 564,234 | 5 years | |||||
Leasehold Improvements | 118,120 | 118,120 | 3-15 years | |||||||
682,354 | 682,354 | |||||||||
Accumulated depreciation and amortization | -682,354 | -682,354 | ||||||||
Net property and equipment | $ | - | $ | - | ||||||
Accrued Payroll | ||||||||||
The Company accrues for earned and unused vacation benefits and deferred compensation costs for amounts contractually owed to employees. | ||||||||||
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 its financial instruments 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 market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending the firm value from December 2006 to December 2013 considering company specific factors including the changes in forward estimated revenues and market factors. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||||||||||
Income Taxes | ||||||||||
The Company accounts for income taxes in accordance with ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. | ||||||||||
Revenue Recognition | ||||||||||
Revenue is generated from the delivery of Pleximer™ and sample products specifically formulated for customer applications and production. The Company earns and recognizes such revenue when the shipment of the sample products has occurred, title transfers, no further performance obligation exists, and when collection is reasonably assured. | ||||||||||
Research and Development | ||||||||||
Research and development costs are expensed in the period the expenditures are incurred. Capital assets acquired in support of research and development are capitalized and depreciated over their estimated useful life and related depreciation expense is included in research and development expense. | ||||||||||
Other Income | ||||||||||
During 2013, the Company released $70,000 of deferred income from a prior year where management considered all conditions to income recognition had been met related to a research project from an interested party. This research was not extended beyond Phase I. | ||||||||||
Increase in Authorized Common Stock | ||||||||||
On July 1, 2013 the Company received a unanimous written consent in lieu of a meeting from the members of the Board of Directors and a written consent from the Series D stockholder to amend its articles of incorporation to increase the Company’s authorized common shares from 294,117,647 shares to 800,000,000 shares of common stock. | ||||||||||
Loss Per Share | ||||||||||
Basic loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred. | ||||||||||
As of December 31, 2013 there were 1,678,082,198 shares underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with the Company’s lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. As of December 31, 2013, the Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments. | ||||||||||
Subsequent to December 31, 2013, 43,134,720 common shares were issued upon conversion of the instruments noted above which will dilute any potential future earnings. | ||||||||||
Share Based Payments | ||||||||||
The Company has six incentive stock plans: the 2005 Incentive Stock Plan (the “2005 Plan”), the Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the 2008 Incentive Stock Plan (“the 2008 Plan”), the 2009 Stock Incentive Plan (“the 2009 Plan”), the 2011 Incentive Stock Plan (“the 2011 Plan") and the 2012 Stock Incentive Plan (“the 2012 Plan”) or (collectively, the “Plans”). The Plans provide for issuance of share-based awards to officers, key employees, non-employee directors, vendors and consultants. The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. Generally, option awards vest based upon time-based conditions and are granted at exercise prices based on the closing market price of the Company’s stock on the date of grant. | ||||||||||
The Company accounts for stock option awards granted under the Plans in accordance with ASC 718. Under ASC 718, compensation expense related to stock based payments are recorded over the requisite service period based on the grant date fair value of the awards. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. | ||||||||||
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50, Equity-Based Payments to Non-Employees (Formerly FASB Staff Positions Emerging Issues Task Force Issue No. 96-18 and 00-18.) The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
Financial instruments include cash and cash equivalents, accounts payable and accrued expenses, notes payable and derivative liabilities. Fair values for all instruments except for derivative liabilities and convertible notes payable were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the derivative liabilities is discussed further in Note 3. The fair value of the Company’s convertible notes payable is estimated be less than the carrying value at December 31, 2013 based upon overall value of the company, lack of authorized shares underlying the conversion of the instruments, and the lack of liquid market for the volume of shares issuable upon conversion of the entire outstanding balance. | ||||||||||
Estimates | ||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | ||||||||||
Recent Accounting Pronouncements | ||||||||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying financial statements. | ||||||||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
2. NOTES PAYABLE | ||||||||
Notes payable as of December 31, 2013 and 2012, respectively consisted of the following: | ||||||||
Notes Payable | 2013 | 2012 | ||||||
Senior Secured Convertible Notes | $ | 3,124,403 | $ | 3,134,415 | ||||
Senior Secured Promissory Notes | 692,922 | 508,557 | ||||||
Subordinated Secured Convertible Note | 271,100 | 251,000 | ||||||
Total | $ | 4,088,425 | $ | 3,893,972 | ||||
Senior Secured Convertible Notes and Senior Secured Promissory Notes | ||||||||
As of December 31, 2013, Notes payable on the balance sheet includes $3,817,325 ($3,642,972 at December 31, 2012) for senior secured convertible and non-convertible promissory notes. As further described below, the Company has defaulted on certain provisions of the notes. Platinum Long Term Growth and Merit Consulting, LLC (to whom Platinum Advisors has assigned their ownership interest in notes receivable from the Company) have granted waivers of default on their outstanding principal balance of $3,188,399 through June 30, 2014. Alpha Capital Anstalt (to whom Longview Special Finance has assigned its ownership interest in notes receivable to the Company) has granted a waiver of default on their outstanding principal of $628,926 through March 31, 2014. | ||||||||
The Loan and Security Agreement and the related underlying convertible notes issued in accordance with the Initial Note agreement had the original conversion price of $3.74 (as cited in the March 7, 2007 agreement) which was adjusted to a conversion price of $0.085 in accordance with the anti-dilution provisions of this loan and security agreement. This conversion price adjustment was triggered as a result of the issuance of the 2008 Promissory Notes (described below) on September 29, 2008 thereby resulting in a reset of (a) the conversion price of the Initial Notes, (b) the exercise price of the warrants related to the Initial Notes and (c) the number of shares that may be purchased by such warrants. As compensation for forbearance from the lenders in 2012, the conversion rate was further adjusted to 75% of the lowest VWAP for the 1, 5 or 10 days immediately prior to the conversion. | ||||||||
During the year ended December 31, 2013, the Company issued 9,500,000 shares of common stock to Alpha Capital Anstalt (to whom Longview Special Finance has assigned its ownership interest in notes receivable to the Company) upon the conversion of $10,013 of outstanding principal due on the 8% Senior Secured Convertible Notes held by Longview Special Finance. During the year ended December 31, 2013, the Company also issued 129,000,000 shares of common stock to Alpha Capital Anstalt upon the conversion of $139,508 of interest due on the 8% Senior Secured Convertible Notes held by Longview Special Finance. | ||||||||
During the year ended December 31, 2013, the Company issued 45,882,335 shares of common stock to Merit Consulting, LLC upon the conversion of $28,981 of interest due on the 8% Senior Secured Convertible Notes. | ||||||||
During 2012 the Company issued an aggregate of 11,053,941 shares of our common stock to Platinum in satisfaction of $939,585 of principal and an aggregate of 5,697,038 shares of our common stock to Platinum in satisfaction of $172,393 of interest due on the 8% Senior Secured Convertible Notes. | ||||||||
The Initial Notes March 7, 2007 | ||||||||
On March 7, 2007, we entered into a Loan and Security Agreement (the “Purchase Agreement”) for $3,347,500 (the “Initial Notes”) consisting of $3,250,000 8% senior secured convertible notes and a note for $97,500 as partial consideration of due diligence fees with Platinum Partners Long Term Growth IV (“Platinum”), Longview Special Financing, Inc. (“Longview”) and Platinum Advisors LLC (the “Agent”). The shares underlying these notes represented an aggregate of 895,054 common shares issuable upon the conversion of the principal amount of the notes at the original fixed conversion price of $3.74 per share at the time of the agreement. Longview Special Financing, Inc. and Platinum Advisors LLC subsequently assigned their notes to Alpha Capital Anstalt and Merit Consulting, LLC, respectively. | ||||||||
Loan and Security Agreement with Platinum Partners Long Term Growth IV and Longview Special Financing, Inc. | ||||||||
Pursuant to the Purchase Agreement, the Company issued $3,250,000 face amount of 8% Senior Secured Promissory Notes (the “Notes”) to Platinum and Longview. The holders of the Notes may elect to convert the Notes at any time into shares of the Company’s common stock at an original price of $3.74 per share (the “Conversion Price”). The Notes contain anti-dilution protection that will automatically adjust the Conversion Price should the Company issue equity or equity-linked securities (with certain specified exceptions including option grants made in accordance with the Company’s existing benefit plans) at a price per common share below the Conversion Price to the price at which the Company issued such equity or equity-linked securities. This anti-dilution provision was triggered in the third quarter of 2008 when the Conversion Price was modified to $0.085. | ||||||||
Interest on the outstanding principal amount under the Notes is payable quarterly at a rate of 8% per annum, payable at the Company’s option in cash or in shares of its common stock registered for resale under the Securities Act of 1933 (the “Securities Act”). If the Company elects to make an interest payment in common stock, the number of shares issuable will be based upon 85% of the 20-day trailing volume weighted average price per share as reported on Bloomberg LP (the “VWAP”). Principal on the Notes was originally due and payable on March 7, 2009 and has been extended numerous times to the currently payable date of April 16, 2013 under a forbearance agreement entered into in 2013. If the closing price of the Company’s common stock on the principal market or exchange on which its stock is traded is at least $17.00 for twenty consecutive trading days, it can compel conversion of the Notes at the Conversion Price. | ||||||||
During 2012 the conversion terms for both principal and interest were adjusted to 75% of the lowest VWAP for the 1, 5 or 10-day period immediately prior to conversion. | ||||||||
The Company’s obligations under the Notes are secured by first priority security interests in substantially all of the Company’s assets and substantially all of the assets of its wholly-owned subsidiary, NaturalNano Research, Inc. (“NN Research”). In connection with the grant of these security interests, on March 7, 2007, the Company entered into a Pledge Agreement (the “Pledge Agreement”) with the Agent and the other investors, pursuant to which it granted to the investors and the Agent a security interest in all of the outstanding shares of the common stock of NN Research. In connection with the grant of these security interests, on March 7, 2007, NN Research entered into the Patent Security Agreement (the “Patent Security Agreement”) with the Agent and the other investors, pursuant to which NN Research granted to the investors and the Agent a security interest in all of NN Research’s patent interests. | ||||||||
Warrant Agreements with Platinum Partners Long Term Growth IV and Longview Special Financing, Inc. | ||||||||
As further consideration, on March 7, 2007 the Company issued to Platinum and Longview two series of warrants, for the purchase at any time on or before March 7, 2011, of an aggregate of 1,303,476 shares of the Company’s common stock. The first series of warrants (the “Series A Warrants”) covered the purchase of an aggregate of 651,738 shares of the Company’s common stock at an exercise price of $3.74 per share. The second series of warrants (the “Series B Warrants”) covered the purchase of an additional aggregate of 651,738 shares of the Company’s common stock at an exercise price of $5.61 per share. Each series of Warrants contained anti-dilution protection that automatically adjusted the exercise price of such series of Warrants when the Company issued equity or equity-linked securities at a price per common share below the exercise price of such series to the price at which it issued such equity or equity-linked securities. This anti-dilution provision was triggered in the third quarter of 2008 when the conversion price was modified to $0.085. On September 29, 2008 Platinum and Longview agreed to exchange these warrants for 5,000,000 shares of preferred stock (see Note 5). | ||||||||
Due Diligence Fees and Related Agreements with Platinum Advisors, LLC (the “Agent”) | ||||||||
On March 7, 2007, as consideration for due diligence services in connection with the Purchase Agreement, the Company paid to the Agent a cash fee of $97,500 and issued to that firm (i) a Note (identical in form to the Notes issued to the other investors) in the principal amount of $97,500, (ii) Series A Warrants for the purchase of 19,552 shares of the Company’s common stock at $3.74 per share, (iii) Series B Warrants for the purchase of 86,681 shares of the Company’s common stock at $5.61 per share, and (iv) a warrant (the “Series C Warrant”) for the purchase at any time on or before March 7, 2011 of 67,129 shares of the Company’s common stock at an exercise price of $3.74 per share. Each series of Warrants contained anti-dilution protection that automatically adjusted the exercise price of such series of Warrants when the Company issued equity or equity-linked securities at a price per common share below the exercise price of such series to the price at which it issued such equity or equity-linked securities. This anti-dilution provision was triggered in the third quarter of 2008 and the conversion price was modified to $0.085 and the number of warrants was modified to be 9,534,936. As of December 31, 2010 there were 9,534,936 of these warrant rights, held by Platinum Advisors, LLC, to purchase shares of common stock at $0.085 per share. These warrants expired unexercised during the second quarter of 2011 resulting in the elimination of the liability as of June 30, 2011. | ||||||||
The Platinum Advisors Note provides a limitation on the conversion of such note, such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such note shall be limited to the extent necessary to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. | ||||||||
Registration Rights Agreement | ||||||||
On March 7, 2007, the Company entered into a Registration Rights Agreement with the Agent and the other investors, pursuant to which the Company agreed to prepare and file within 60 days of the March 7, 2007 agreement, a registration statement for resale under the Securities Act of 1933, the common stock issuable upon the exercise of the Warrants, in payment of interest on, or upon conversion of, the Notes. The Company further agreed to use its best efforts to cause the Registration Statement to be declared effective 120 days following the March 7, 2007 agreement date, or within 150 days if the Company receives a comment letter from the SEC, and to maintain such Registration Statement for the two year period following this date. This agreement allows for liquidated damages based on a daily amount of 0.0333% of the principal amount of the notes relating to the common stock issuable upon conversion of the Notes included in the Registration Statement. | ||||||||
The Company recorded a total of $146,028 in such liquidated damages as of December 17, 2007, the date the registration statement was declared effective. As of December 31, 2007, $63,539 of this obligation was paid in cash and $82,489 was recorded as an accrued liability. The lender has the option to settle the liquidated damages in common stock valued at the average price for the five days prior to the end of a payment period. At December 31, 2013 and 2012 the outstanding balance for this obligation was $82,489. | ||||||||
As of the December of 2013, the registration statement had not been updated with the requisite SEC filings and as such, the Company was in default of this provision of the Registration Rights Agreement. The lenders have provided the Company a forbearance agreement related to this default through June 30, 2014. | ||||||||
September 29, 2008 Senior Convertible Promissory Notes | ||||||||
On September 29, 2008, the Company entered into a Loan and Security Agreement (the “2008 Promissory Notes”), by and among Platinum and Longview allowing for borrowing of up to $2,500,000. During the year ended December 31, 2008, the Company received an aggregate of $475,000 and in turn issued 8% senior secured promissory notes originally due January 31, 2010 to the Lenders and extended multiple times to the current date of April 16, 2013 during the first quarter of 2013. This agreement provided for additional advances, subject to performance milestones being achieved by the Company. These milestones were not achieved and as a result this agreement was terminated. | ||||||||
The 2008 Promissory Notes are convertible into common stock of the Company at the same 75% of the lowest VWAP for the 1, 5 or 10-day period immediately prior to conversion as the previously mentioned convertible notes. | ||||||||
The 2008 Promissory Notes are secured on a pari-passu basis with the Initial Notes and (i) senior to all other current and future indebtedness, (ii) secured by all of the assets of the Company and each of the Company’s subsidiaries and (iii) unconditionally guaranteed by all of the Company’s subsidiaries. The Company and the Lenders (and their affiliates) entered into Forbearance Agreements for the purpose of making the maturity for the Existing Debt coterminous with the maturity date for the New Notes and that they will not enforce their rights provided for in the loan documents. | ||||||||
Longview Special Financing, Inc. subsequently assigned these notes to Alpha Capital Anstalt. | ||||||||
As of December 31, 2013 and 2012, there is $3,124,403 and $3,134,415 respectively outstanding related to the Initial and 2008 Notes convertible into an aggregate of 826,248,501 common shares as of December 31, 2013 upon the conversion of the principal amount of these Notes. | ||||||||
2009 Senior Secured Promissory Notes | ||||||||
During 2009, the Company entered into various Senior Secured Promissory Notes aggregating to $181,376 and $74,750, respectively, with Platinum and Longview (“the 2009 Senior Secured Promissory Notes”). The 2009 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2009 Senior Secured Promissory Notes were available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders. The outstanding principal and all accrued and unpaid interest was originally due and payable in full on June 30, 2009 (the maturity date of the notes). These notes have been extended numerous times through forbearance agreements and are now due and payable on April 16, 2013. The 2009 Senior Secured Promissory Notes bear interest, in arrears, at a rate of 8% or 16% per annum. In the event of a default (as defined in the agreement), interest will be charged at 16% during the period of the default and until such default has been cured. The Company repaid $110,415 on these borrowings in the third quarter of 2009 upon the receipt of $253,000 from the QETC Facilities, Operations, and Training rebate (“the QETC rebate”) from the State of New York related to the 2008 tax year as required in the debt agreement. Longview Special Financing, Inc. subsequently assigned these notes to Alpha Capital Anstalt. | ||||||||
2010 Senior Secured Promissory Notes | ||||||||
During 2010, the Company entered into various Senior Secured Promissory Notes aggregating to $87,923 and $15,923, respectively, with Platinum and Longview (“the 2010 Senior Secured Promissory Notes”). The 2010 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2010 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders. The outstanding principal and all accrued and unpaid interest was originally due and payable in full on January 1, 2011 (the maturity date of the notes). The 2010 Senior Secured Promissory Notes bear interest, in arrears, at a rate of 8% or 16% per annum and were payable in cash on January 1, 2011. These notes have been extended through forbearance agreements and are now due and payable on June 30, 2014. Longview Special Financing, Inc. subsequently assigned these notes to Alpha Capital Anstalt. | ||||||||
2011 Senior Secured Promissory Notes | ||||||||
During 2011, the Company entered into various Senior Secured Promissory Notes aggregating to $87,750 and $37,250, respectively, with Platinum and Longview (“the 2011 Senior Secured Promissory Notes”). The 2011 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2011 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders. The 2011 Senior Secured Promissory Notes bear interest, in arrears, at a rate of 8% per annum and were payable in cash on January 1, 2011. These notes have been extended through forbearance agreements and are now due and payable on June 30, 2014. Longview Special Financing, Inc. subsequently assigned these notes to Alpha Capital Anstalt. | ||||||||
2012 Senior Secured Promissory Notes | ||||||||
During 2012, the Company entered into various Senior Secured Promissory Notes aggregating to $105,000 and $29,000, respectively, with Platinum and Longview (“the 2012 Senior Secured Promissory Notes”). The 2012 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes (see Note 2) dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2011 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders. The 2012 Senior Secured Promissory Notes bear interest, in arrears, at a rate of 8% per annum and were payable in cash on January 1, 2013. These notes have been extended through forbearance agreements and are now due and payable on June 30, 2014. Longview Special Financing, Inc. subsequently assigned these notes to Alpha Capital Anstalt. | ||||||||
2013 Senior Secured Promissory Notes | ||||||||
During 2013, the Company entered into various Senior Secured Promissory Notes aggregating to $184,365 with Platinum and Alpha (“the 2013 Senior Secured Promissory Notes”). The 2013 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2013 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders The 2013 Senior Secured Promissory Notes bear interest, in arrears, at a rate of 8% per annum and are payable in cash as follows: $21,000 due on June 30, 2013, $12,000 due July 25, 2013, $30,005 due on July 30, 2013, $49,400 due on September 30, 2013, $2,500 due October 30, 2013, $24,000 due November 30, 2013, $29,930 due January 30, 2014 and $15,530 due February 28, 2014. Past due amounts have been extended through forbearance agreements with the principal and interest now due on June 30, 2014. | ||||||||
Forbearance | ||||||||
During 2012, the Company entered into various forbearance agreements which extended the due date of all the outstanding principal and interest balances. As consideration for these forbearances, the lenders will be paid $255,000 which was added to the principal balance of the Initial Notes and resulted in a loss on modification of debt of $255,000 for the year ending December 31, 2012 reported in the statement of operations. Also as consideration for forbearance in 2012, the conversion rate of the Initial Notes and 2008 Senior Convertible Promissory Notes was adjusted from $0.085 to 75% of the lowest VWAP for the 1, 5 or 10-day period immediately prior to the conversion and the conversion rate of Preferred B and C shares held by the lenders was adjusted from 9.4:1 to 160:1. The value of the adjustments to the conversion rates of debt and preferred stock (combined with the adjustment to the conversion rate of the Cape One debt described below) was determined to be $163,566 and was recorded as a loss on modification of debt during the year ended December 31, 2012. There was no consideration related to forbearance agreements entered into on Senior Notes during the year ended December 31, 2013. | ||||||||
Subordinated Secured Convertible Note | ||||||||
Convertible Notes | ||||||||
On December 4, 2009, the Company received net proceeds of $197,500 pursuant to the terms of a subscription agreement dated as of November 30, 2009 with Cape One an accredited investor. Pursuant to the terms of the Subscription Agreement the Company issued (i) a 10% Subordinated Secured Convertible Promissory Note (“the 10% Convertible Note”) in the principal amount of $225,000 and (ii) a five-year common stock purchase warrant to purchase 2,647,059 shares, subject to certain anti-dilution provisions in the agreement of the Company’s common stock, par value $0.001 per share at an exercise price of $0.425 per share. | ||||||||
The 10% Convertible Note had a 15-month term, bears interest at 10% per annum and is secured by certain assets of the Company pursuant to a security agreement, dated November 30, 2009. The 10% Convertible Note is convertible into Common Stock at any time prior to maturity (provided that such conversion does not result in the holder and its affiliates beneficially owning in excess of 4.99% (9.99% upon 61 days’ prior written notice) of the issued and outstanding Common Stock at $0.085 per share (the “Conversion Price”), subject to adjustment upon the occurrence of certain anti-dilution events. Interest under the Note is due quarterly in cash or if registered, in the Company’s common stock at a 20% discount in accordance with a formula set forth in the 10% Note. The 10% Note and security interest is subordinate to certain outstanding senior indebtedness of the Company held by Platinum Long Term Growth IV, LLC, Merit Consulting and Alpha Capital Anstalt (“Senior Lenders”). Upon the occurrence of Events of Default as set forth in the Note, the principal and interest due under the Note may be accelerated and the interest rate payable may be increased to 18%. | ||||||||
During 2011, various forbearance agreements were entered into between Cape One and the Company which extended the due date. As consideration for these forbearances, Cape One will be paid $60,000 which was added to the principal balance of the note and resulted in a loss on modification of debt of $60,000 for the year ended December 31, 2011 reported in the statement of operations. In addition, the interest rate on the outstanding amount during the forbearance periods was adjusted from 10% to 18%. During 2012, the Company entered into various forbearance agreements which extended the due date of all the outstanding principal and interest balances. As consideration for these forbearances, Cape One will be paid $55,000 which was added to the principal balance of the note and resulted in a loss on modification of debt of $55,000 for the year ending December 31, 2012 reported in the statement of operations. Also as consideration for forbearance in 2012, the conversion rate of the note was adjusted from $0.085 to 75% of the lowest VWAP for the 1, 5 or 10-day period immediately prior to the conversion. During 2013, various forbearance agreements were entered into between Cape One and the Company which extended the due date. As consideration for these forbearances, Cape One will be paid $55,000 which was added to the principal balance of the note and resulted in a loss on modification of debt of $30,000 for the year ended December 31, 2013 reported in the statement of operations. This note has been extended through forbearance agreements and is now due and payable on March 31, 2014. | ||||||||
During 2012 the Company issued 6,164,559 shares of common stock to Cape One in payment of $44,000 of principal and $44,550 of interest expense obligations on the Subordinated Secured Convertible Note. During 2011 the Company issued 736,318 shares of common stock to Cape One in payment of $45,000 of principal and $17,587 of interest expense obligations on the Subordinated Secured Convertible Notes. | ||||||||
Warrant Agreement and Debt Discount | ||||||||
As further consideration, the Company issued to Cape One 2,647,059 warrants for the purchase of the Company’s common stock any time prior to November 31, 2014 at an exercise price of $0.425 per share. The Warrant provides for cashless exercise and contains full ratchet and other anti-dilution provisions. The Warrant is convertible by the Investor into Common Stock at any time during the term of the Warrant (provided that such exercise does not result in the holder and its affiliates beneficially owning in excess of 4.99% (9.99% upon 61 days’ prior written notice) of the issued and outstanding Common Stock. | ||||||||
The warrant and conversion terms related to the transaction were considered to be derivatives as a result of the anti-dilution provisions. The fair value of the Cape One derivatives was determined by estimating the total enterprise value of the Company based upon trending the firm value and considering company specific factors thereafter including the changes in forward estimated revenues and market factors. An option pricing model was then used to allocate $12,603 to the Cape One derivatives, recorded as a note discount. This discount was fully amortized prior to 2012. | ||||||||
Convertible Note Covenants and Other Agreements | ||||||||
The proceeds from the 10% Convertible Note, after taking into account expenses related to the Offering including a $20,000 commitment fee paid to the Investor and $7,500 paid to the Investor’s counsel was $197,000. The proceeds from the 10% Convertible Note were restricted for general working capital purposes. | ||||||||
The Subscription Agreement provides for mandatory redemption in certain circumstances: (i) The Company is prohibited from issuing Conversion Shares or Warrant Shares, (ii) redeemed securities junior to the Note, or (iii) if an Event of Default as defined in the Note and Subscription Agreement has occurred which is not cured in 7 days. In addition, upon a Change of Control (as defined in the Subscription Agreement), the Company may be required to pay the Investor an amount equal to the principal outstanding amount under the Note multiplied by 125%, plus unpaid interest. | ||||||||
The Conversion Shares and Warrant Shares granted in connection with the 10% Convertible Note have piggyback registration rights as described in the Subscription Agreement. Except for certain excepted issuances, if during the term of the Note, the Company consummates a certain new equity or financing transaction, the Investor has the right to exchange the Note for securities issued in such new transaction. The Investor is entitled to liquidated damages of $100 per business day for each $10,000 of principal under the Note for Conversion Shares or purchase price of Warrant Shares or the Mandatory Redemption Amount that is not timely paid or delivered or for Unlegended Shares (as defined in the Subscription Agreement) not timely delivered. In addition, the Company may be required to redeem the Conversion Shares at a price per share equal to the greater of 120% or the Unlegended Redemption Amount for failure to deliver Unlegended Shares for 30 days in any 360 day period. The issuances of the Note and Warrant were made pursuant to a private placement under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and/or Rule 506 of Regulation D promulgated under the Act, pursuant to the terms of the Subscription Agreement. | ||||||||
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | |||||||
3. DERIVATIVE LIABILITIES | ||||||||
For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending of the firm value from December 2006 to December 2013 considering industry and Company specific factors including the changes in forward estimated revenues and market factors. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative and other securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||||||||
The Company’s derivative liabilities as of December 31, 2013 are as follows: | ||||||||
· | The debt conversion feature embedded in the 8% Senior Secured Convertible notes entered into in March 2007 which contains anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price (described in Note 2.) | |||||||
· | The debt conversion feature and the 2,647,059 warrants exercisable at $0.425 per share granted in connection with the 10% Subordinated Secured Convertible debt entered into in November 2009. These agreements contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below the exercise price (described in Note 2.) | |||||||
The fair value of the derivative liabilities as of December 31, 2013 and 2012 are as follows: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Derivative | Derivative | |||||||
Liability | Liability | |||||||
Derivative Instrument | ||||||||
8% Notes conversion feature | $ | 18,045 | $ | 24,285 | ||||
10% Notes conversion feature | 3,946 | 1,447 | ||||||
Warrant liability | 10,428 | - | ||||||
Total | $ | 32,419 | $ | 25,732 | ||||
The Company notes that additional derivative liabilities may exist related to outstanding warrants and options due to the Company having insufficient authorized shares to satisfy the exercise or conversion of all outstanding instruments as of December 31, 2013, but as the exercise prices for these outstanding options and warrants are significantly in excess of current market prices for the Company’s common stock, the value of and derivative liabilities would be negligible. | ||||||||
Fair Value Valuation Hierarchy Measurement | ||||||||
ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. | ||||||||
· | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||
· | Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. | |||||||
· | Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. | |||||||
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | ||||||||
The derivative liabilities are measured at fair value using certain estimated factors such as volatility and probability and are classified within Level 3 of the valuation hierarchy. The following table provides a roll forward of the liabilities carried at fair value measured using significant unobservable inputs (level 3). | ||||||||
2013 | 2012 | |||||||
Fair value – beginning | $ | 25,732 | $ | 21,658 | ||||
Loss recognized | 6,687 | 4,074 | ||||||
Fair value – ending | $ | 32,419 | $ | 25,732 | ||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
4. INCOME TAXES | ||||||||
Following is a summary of the components giving rise to the income tax benefit for the years ended December 31: | ||||||||
The benefit for income taxes consists of the following: | ||||||||
2013 | 2012 | |||||||
Currently payable: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
Total currently payable | - | - | ||||||
Deferred: | ||||||||
Federal | -152,125 | -221,188 | ||||||
State | - | -927 | ||||||
Total deferred | -152,125 | -222,115 | ||||||
Less increase in valuation allowance | 152,125 | 222,115 | ||||||
Net deferred | - | - | ||||||
Total income taxes | $ | - | $ | - | ||||
Individual components of deferred taxes are as follows: | ||||||||
2013 | 2012 | |||||||
Deferred tax assets | ||||||||
Net operating loss carry forwards | $ | 4,401,295 | $ | 4,050,993 | ||||
Equity issued for services | 1,262,862 | 1,138,218 | ||||||
Other | 140,311 | 475,226 | ||||||
Total | 5,804,468 | 5,664,437 | ||||||
Less valuation allowance | -5,804,468 | -5,664,437 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
The Company has approximately $15,200,000 in federal net operating loss carry-forwards (“NOLs”) available to reduce future taxable income. These carry-forwards expire at various dates from 2024 through 2033. Due to the uncertainty of the Company’s ability to generate sufficient taxable income in the future to utilize the NOLs before they expire, the Company has recorded a valuation allowance to reduce the gross deferred tax asset to zero. A portion of the net operating loss carry-forward, amounting to approximately $840,000, relates to tax deductions for stock awards, options and warrants exercised subsequent to the implementation of ASC 718, which are not included in the determination of the deferred tax asset above and will be recognized in accordance with ASC 718 when realized for tax purposes. | ||||||||
Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses and other corporate tax attributes as ownership changes occur. As a result of the controlling ownership by Technology Innovations, as well as with the changes in ownership that occurred during 2010, a Section 382 ownership change is expected and a study will be required to determine the date of the ownership change. The amount of the Company’s net operating losses and other tax attributes incurred prior to the ownership change may be limited based on the Company's value. A full valuation allowance has been established for the gross deferred tax asset related to the net operating losses and other corporate tax attributes available. Accordingly, any limitation resulting from Section 382 application will not have a material effect on the balance sheet or statements of operations of the Company in 2013 or 2012. | ||||||||
The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows: | ||||||||
2013 | 2012 | |||||||
Statutory United States federal rate | 34 | % | 34 | % | ||||
State taxes, net of federal benefit | - | - | ||||||
Nondeductible Interest Expense | -14 | -10.9 | ||||||
Nondeductible Loss on Debt Modification | -1.2 | -4.7 | ||||||
Change in valuation allowance | -17.2 | -18.6 | ||||||
Other | -1.6 | 0.2 | ||||||
Effective tax rate | 0 | % | 0 | % | ||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | ||||||||
Unrecognized tax benefits balance at January 1 | $ | 760,000 | $ | 760,000 | ||||
Gross increase for tax positions of prior years | - | - | ||||||
Gross decrease for tax positions of prior years | - | - | ||||||
Gross increase for tax positions of current year | - | - | ||||||
Gross decrease for tax positions of current year | - | - | ||||||
Settlements | - | - | ||||||
Lapse of statute of limitations | - | - | ||||||
Unrecognized tax benefits balance at December 31 | $ | 760,000 | $ | 760,000 | ||||
At each of December 31, 2013 and 2012, the total unrecognized tax benefits of $760,000 have been netted against the related deferred tax assets. | ||||||||
The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2013 and 2012 the Company recognized no interest and penalties. The Company files income tax returns in the U.S. federal jurisdiction and New York State. The tax years 2009-2013 generally remain open to examination by major taxing jurisdictions to which the Company is subject. The Company has not filed its federal or state income tax returns for 2012. | ||||||||
STOCKHOLDERS_DEFICIENCY
STOCKHOLDERS DEFICIENCY | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||||||||||||
5. STOCKHOLDERS DEFICIENCY | ||||||||||||||||||||
As of December 31, 2013 the Company was authorized to issue up to 800,000,000 shares of common stock and 10,000,000 shares of preferred stock. | ||||||||||||||||||||
Increase in Authorized Common Stock: On July 1, 2013 the Company received a unanimous written consent in lieu of a meeting from the members of the Board of Directors and a written consent from the Series D stockholder to amend its articles of incorporation to increase the Company’s authorized common shares from 294,117,647 shares to 800,000,000 shares of common stock. As of December 31, 2013 there were 1,678,082,198 shares underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments. | ||||||||||||||||||||
Preferred Stock Issuances | ||||||||||||||||||||
On June 10, 2013 the Company obtained the consent of the holders of the majority of the outstanding preferred shares for the creation of a Series D Preferred Stock. The holder of the Series D Preferred Stock is entitled to a 51% vote on all matters submitted to a vote of the shareholders of the Company. There are no other rights or preferences attached to the Series D Preferred Stock. On July 1, 2013, the Company issued 100 shares of the Company’s Series D Preferred Stock to Jim Wemett, the sole officer and a director of the Company. Such securities were issued under Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated by the Securities and Exchange Commission. | ||||||||||||||||||||
On September 29, 2008 the Platinum and Longview agreed to exchange detachable warrants (see Note 2) to purchase 71,691,180 shares of common stock of the Company for $0.085 per share held by such Investors related to the March 6, 2007 convertible notes payable for 5,000,000 shares of preferred stock. | ||||||||||||||||||||
On October 7, 2008, the Company filed a Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series C Preferred Stock (the “Series C Designation”) with the Secretary of State of the State of Nevada, and prepared a preferred stock certificate for delivery to Platinum Long Term Growth IV, LLC, evidencing 4,250,000 shares of Series C Convertible Preferred Stock of the Company (“Series C”). On October 7, 2008, the Company also filed a Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series B Preferred Stock (the “Series B Designation”) with the Secretary of State of the State of Nevada, and prepared a preferred stock certificate for delivery to Longview Special Funding, Inc., evidencing 750,000 shares of Series B Convertible Preferred Stock of the Company (“Series B”). The Series B and Series C have an aggregate liquidation preference of $10,000 and participate in any dividends or distributions to the common shareholders on an as converted basis. | ||||||||||||||||||||
Each share of the Series B and Series C Convertible Preferred Stock is convertible into 160 shares of the Company’s common stock and votes on an as-converted basis (with each share having 160 votes). The conversion rate was reduced to 9.41 as a result of the 2012 reverse split (Note 9), but was subsequently changed back to 160 as part of the consideration related to 2012 forbearance agreements (Note 2). Both the Series B and Series C designations limits the holders’ rights to convert its Convertible Preferred Stock, and the aggregate voting powers, to no more than 4.99% of the votes attributable to the total outstanding common shares. Accordingly, the votes attributable to the Series B and Series C Convertible Preferred constitutes 4.99% of the aggregate votes attributable to the Company’s outstanding shares on an as converted basis and the votes Series B and Series C Convertible Preferred and the Series C Convertible Preferred, voting together represent approximately 9.98% of the aggregate votes attributable to the Company’s outstanding shares (on an as converted basis). On December 31, 2013, the Series B Convertible Preferred Stock has an aggregate liquidation value of $10 and the Series C Convertible Preferred Stock has an aggregate liquidation value of $5,715. | ||||||||||||||||||||
As a result of the Company not having sufficient authorized shares to satisfy the conversion of all outstanding convertible debt, convertible preferred stock, warrants and options, the Series B and C preferred shares have been moved into temporary equity classification on the balance sheet as of December 31, 2013 and 2012. | ||||||||||||||||||||
On September 3, 2009, Platinum filed an amendment to the Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series C Preferred Stock with the Secretary of State of the State of Nevada. The amendment removed the Platinum’s right to appoint a director to the Company. Platinum desires to remain a passive investor in the Issuer and does not want to exercise any control over the business of the Company. As of the date of this amendment, the Series C Director was removed and now serves only as a director deemed elected by the holders of the common stock and continues to serve in this capacity until the next annual meeting of stockholders is scheduled. The amendment also added to the Series C Preferred Stock a limitation on the conversion of such Series C Preferred Stock, such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such Series C Preferred Stock shall be limited to the extent necessary to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. | ||||||||||||||||||||
During 2012, Alpha elected to convert 450,000 shares of Series B preferred shares owned by Longview into 4,235,293 common shares at the previously discussed conversion rate of 9.41 common shares per each Series B share and 55,000 shares of Series B preferred owned by Longview into 8,800,000 common shares at the conversion rate of 160 common shares per each Series B share. | ||||||||||||||||||||
During 2012, Platinum elected to convert 200,505 shares of their Series C preferred shares into 32,080,963 common shares at the conversion rate of 160 common shares per each Series C share. | ||||||||||||||||||||
During 2013, Alpha elected to convert 137,500 shares of Series B preferred shares owned by Longview into 22,000,000 common shares at the conversion rate of 160 common shares per each Series B share. Longview has assigned its Series B preferred stock ownership to Alpha Capital Anstalt. | ||||||||||||||||||||
During 2013, Platinum elected to convert 1,192,229 shares of their Series C preferred shares into 190,756,640 common shares at the conversion rate of 160 common shares per each Series C share. | ||||||||||||||||||||
Common Stock Issuances | ||||||||||||||||||||
During the year ended December 31, 2013, the Company issued an aggregate of 226,882,335 shares in satisfaction of $198,464 of interest obligations to lenders on convertible debt. Also during this period, the Company issued an aggregate of 21,500,000 shares of its common stock in satisfaction of $19,913 of principal obligations to lenders on convertible debt. | ||||||||||||||||||||
During the twelve months ended December 31, 2012, the Company issued an aggregate of 13,594,382 and 9,321,155 shares, respectively of its common stock in satisfaction of principal and interest obligations to its senior debt holders (see Note 2). During the twelve months ended December 31, 2012, the Company issued an aggregate of 13,035,294 to Alpha upon their request to convert 505,000 shares of Longview Preferred Series B stock into common shares. | ||||||||||||||||||||
Warrants Grants | ||||||||||||||||||||
The Company has issued warrants to purchase shares of its common stock to certain consultants and debt holders. As of December 31, 2013 and 2012 respectively, there were common stock warrants outstanding to purchase an aggregate 118,235,294 and 4,247,059 shares of common stock. | ||||||||||||||||||||
During the first and fourth quarters of 2013, the Company granted a total of 114,000,000 warrants to certain consultants, the Company’s CEO and the Company’s independent board member. These warrants (summarized below) grant the right to purchase one share of common stock at an exercise price of $0.0014 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. The fair value of the warrants on the date of grant was determined using the Black-Scholes model and was measured on the various dates of grant at $324,525. An expected volatility assumption of 289% has been used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 1.37% to 1.88% and was derived from the U.S. treasury yields on the dates of grant. The market price of the Company’s common stock on the grant dates ranged from $0.0014 to $0.0039 per share. The expiration date used in the valuation model aligns with the warrant life of five and ten years as indicated in the agreements. The dividend yield was assumed to be zero. | ||||||||||||||||||||
February 26, 2013: 28,500,000 warrants were granted with an exercise price of $0.0014, had a 10 year life and were granted when the company’s stock price was $0.0014 per share. | ||||||||||||||||||||
November 29, 2013: 54,000,000 warrants were granted with an exercise price of $0.0014, had a 5 year life and were granted when the company’s stock price was $0.003 per share. | ||||||||||||||||||||
December 5, 2013: 31,500,000 warrants were granted with an exercise price of $0.0014, had a 5 year life and were granted when the company’s stock price was $0.0039 per share. | ||||||||||||||||||||
On January 3, 2011, Mr. Jim Wemett, the Company’s CEO, was awarded 882,353 warrant shares, each warrant share grants the right to purchase one share of common stock, at an exercise price of $0.01 per warrant share. The warrants vest over three years, expire January 3, 2016 and contain a cashless exercise provision. The fair value of the warrant on the date of grant was determined using the Black-Scholes model and was measured on the date of grant at $34,879. An expected volatility assumption of 150% has been used based on the volatility of the Company’s stock price utilizing a look-back basis and the risk-free interest rate of 3.36% has been derived from the U.S. treasury yield. The market price of the Company’s common stock on January 3, 2011 was $0.0476 per share. The expiration date used in the valuation model aligns with the warrant life of five years. The dividend yield was assumed to be zero. | ||||||||||||||||||||
A summary of the status of outstanding warrant plans is presented below: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted Average Remaining Life-years | |||||||||||||||
Average | Average | Average | ||||||||||||||||||
Exercise | Remaining | Exercise | ||||||||||||||||||
Price | Life-years | Price | ||||||||||||||||||
Outstanding at beginning of year | 4,247,059 | $ | 0.37 | 2.24 | 4,261,220 | $ | 0.34 | 3.33 | ||||||||||||
Granted during the year | 114,000,000 | 0.0014 | - | |||||||||||||||||
Cancelled or forfeited | -11,765 | 5.61 | -14,161 | 4.42 | ||||||||||||||||
Warrants outstanding at end of year | 118,235,294 | $ | 0.0142 | 5.9 | 4,247,059 | $ | 0.37 | 2.24 | ||||||||||||
Warrants exercisable at end of year | 118,235,294 | $ | 0.0142 | 5.9 | 4,247,059 | $ | 0.37 | 2.24 | ||||||||||||
Incentive Stock Plans | ||||||||||||||||||||
Under the Company’s 2005 Incentive Stock Plan (the “2005 Plan”), the Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the 2008 Incentive Stock Plan (the”2008 Plan”), the 2009 Stock Incentive Plan (the “2009 Plan”), the 2011 Stock Incentive Plan (the “2011 Plan”) and the 2012 Stock Incentive Plan (the “2012 Plan”), officers, employees, directors and consultants may be granted options to purchase the Company’s common stock at fair market value as of the date of grant. Options become exercisable over varying vesting periods commencing from the date of grant and have terms of five to ten years. The plans also provide for the granting of performance-based and restricted stock awards. The shares of Common Stock underlying the plans are reserved by the Company from its authorized, but not issued Common Stock. Such shares are issued by the Company upon exercise by any option holder pursuant to any grant of such shares. The Plans are authorized to grant awards as follows: the 2005 Plan is authorized to grant up to 823,529 share unit awards, the 2007 Plan is authorized to grant up to 1,000,000 share unit awards, and the 2008 Plan is authorized to grant up to 47,058,824 unit share awards. The 2009 Plan is authorized to grant up to 1,176,471 share unit awards. The 2011 Plan is authorized to grant up to 1,470,588 share unit awards. The 2012 Plan is authorized to grant up to 1,764,706 share unit awards. | ||||||||||||||||||||
Employee stock compensation expense was $0 for the twelve months ended December 31, 2013 and 2012. No option grants were made in 2013 or 2012. | ||||||||||||||||||||
A summary of the status of outstanding incentive stock plans is presented below: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||
Average | Average | Average | Average | |||||||||||||||||
Exercise | Remaining | Exercise | Remaining | |||||||||||||||||
Price | Life-years | Price | Life-years | |||||||||||||||||
Outstanding at beginning of year | 723,137 | $ | 3.07 | 3.53 | 741,372 | $ | 3.57 | 4 | ||||||||||||
Granted during the year | - | - | ||||||||||||||||||
Cancelled or forfeited | -14,117 | -18,235 | ||||||||||||||||||
Options outstanding at end of year | 709,020 | $ | 3.57 | 2.11 | 723,137 | $ | 3.07 | 3.53 | ||||||||||||
Options exercisable at end of year | 709,020 | $ | 3.57 | 2.11 | 723,137 | $ | 3.07 | 3.53 | ||||||||||||
As of December 31, 2013, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. | ||||||||||||||||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||||||
6. DISCONTINUED OPERATIONS | ||||||||
On May 10, 2013 the Company ceased all activities associated with the Medical Board business segment. The Company assessed this segment and determined that inadequate income had been generated relative to the efforts of production and administrative support. The Statement of Operations for the year ended December 31, 2013 reflects the Medical Board business as a discontinued operation and prior reported periods have been reclassified to reflect this presentation. The results of discontinued operations are as follows: | ||||||||
For the year ended | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Revenues from Medical Board business | $ | 14,750 | $ | 41,125 | ||||
Profit from Medical Board business | $ | 11,115 | $ | 15,927 | ||||
In connection with this decision to exit the Medical Board business, the Company filed a Certificate of Dissolution on May 10, 2013 with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs. As a result of this decision, certain unrecovered sample inventory amounts were written off during the second quarter of 2013. The loss on write-off of discontinued operations was $11,179 and is reflected in the Statement of Operations in the third quarter of 2013. | ||||||||
The Nanotechnology business remains as the Company’s only reportable operating segment. | ||||||||
CREDITOR_CONCESSIONS
CREDITOR CONCESSIONS | 12 Months Ended |
Dec. 31, 2013 | |
Creditor Concessions Disclosure Abstract [Abstract] | ' |
Creditor Concessions Disclosure [Text Block] | ' |
7. CREDITOR CONCESSIONS | |
During the 2013 and 2012, the Company entered into various agreements with certain vendors to settle accounts payable that were outstanding for amounts less than the liability that was recorded in the accompanying consolidated balance sheet. As a result of these agreements, liabilities of $19,664 and $4,679 respectively, were relieved resulting in a gain on forgiveness of debt. These vendor concessions have been treated as gains in the period that the underlying agreement was reached. | |
COMMITMENTS_AND_LEASE_OBLIGATI
COMMITMENTS AND LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments Disclosure [Text Block] | ' |
8. COMMITMENTS AND LEASE OBLIGATIONS | |
Lease obligations | |
The Company leases approximately 9,200 square feet in Rochester, NY for laboratory space. The lease is a month-to-month agreement at $2,000 per month with no targeted end date. Total rent expense of $24,000 was incurred in each of the years ended December 31, 2013 and 2012. The Company’s corporate operations are currently conducted from office space located at 763 Linden Avenue Rochester, New York. There is no signed lease agreement and no rent expense has been incurred in either calendar year 2013 or 2012. | |
Commitments | |
Legal Proceedings | |
On March 24, 2009 the Company received a demand notice from an attorney representing a group of certain former employees of the Company, including but not limited to the Company’s former President and Chief Financial Officer, demanding immediate payment of $331,265 for certain deferred compensation, severance and vacation benefits. Each of the former employees cited in the demand notice, as well as other former employees, had executed written agreements during 2008 that allowed the Company to defer certain of these compensation payments. The Company has accrued for earned and unused vacation benefits and deferred payroll costs for amounts electively deferred by these and other former employees as of December 31, 2013. The Company has retained counsel in connection with this demand and continues to evaluate this demand notice and has responded to this demand. No actions or probable settlement discussions between the parties have developed since the filing of this demand. Due to the Company’s current cash and liquidity position discussed above and the current evaluation of the items in the demand notice, the timing of future payment of these outstanding amounts in uncertain. No further communication has been had regarding this notice. | |
During the third quarter ending September 30, 2010, two former employees, one involved in the March 24, 2009 demand, agreed to forgive the Company’s liability to them of $54,691 related to deferred compensation in exchange for shares of common stock. | |
REVERSE_STOCK_SPLIT
REVERSE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2013 | |
Reverse Stock Split [Abstract] | ' |
Reverse Stock Split [Text Block] | ' |
9. REVERSE STOCK SPLIT | |
On June 14, 2012, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Nevada, to effect a 1-for-17 reverse stock split of its common stock, or the Reverse Stock Split. This action had previously been approved by the Company’s Board of Directors on March 23, 2012. As a result of the Reverse Stock Split, every seventeen shares of the Company’s pre-reverse split common stock were combined and reclassified into one share of its common stock. No fractional shares were issued in connections with the Reverse Stock Split. Stockholders who would have been entitled to receive a fractional share in connection with the Reverse Stock Split received one whole share. The par value and other terms of the common stock were not affected by the Reverse Stock Split. | |
The Company’s common stock began trading at its post-Reverse Stock Split price at the beginning of trading on June 14, 2012. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events [Text Block] | ' | ||
10. SUBSEQUENT EVENTS | |||
Purchase Agreement with MJ Enterprises | |||
On January 30, 2014, the Company entered into a purchase agreement (“the Purchase Agreement”) to acquire all the issued and outstanding membership units of MJ Enterprises (“MJE”) from Jackson August Holdings, LLC, JFish, LLC and Adventure CNY LLC (collectively “the Sellers”). MJE is in the business of developing, manufacturing, marketing, distributing and selling plating products. | |||
In connection with the execution and delivery of the Purchase Agreement, the Company loaned MJE $200,000 for working capital purposes. The loan and interest accrued at an annual interest rate of 8% is due and payable on June 30, 2014. The purchase price for MJE consists of 60,000,000 common shares of the Company. If MJE achieves gross sales of $20 million or more during the period from the acquisition closing through September 30, 2015, the purchase price shall be increased by the issuance of an additional 20,000,000 common shares of the Company. Pursuant to the Purchase Agreement, following the closing the Company shall use it best efforts to ensure that John Jacus is elected to serve on the board of directors of the Company and remain as such as long as Janus is employed by MJE. The Purchase Agreement contains representations, warranties and covenants, indemnification rights and termination provisions customary for transactions of this nature. The consummation of the transaction is subject to the satisfaction or waiver of customary closing conditions, particularly the completion of the audit of MJE’s financial statements. The sale is expected to close in the second quarter of 2014. | |||
Pursuant to the terms of the purchase Agreement, upon consummation of the transaction, the parties will enter into lockup agreements with the Sellers with respect to the shares of the Company and Employment Agreements with certain employees of MJE. | |||
In connection with the execution and delivery of the purchase Agreement, Alpha Capital Anstalt loaned the Company $200,000. With an annual interest rate of 8% that is due and payable on February 7, 2014. The note is secured by the terms of the previous security agreements executed by the Company in favor of Alpha, and this bridge loan is senior to all other indebtedness of the Company. MJE has also guaranteed the obligations of the Company to Alpha. | |||
The Company has agreed to reserve 179,655,506 shares of its common stock to be issued to its lenders: Alpha, Platinum and Merit. | |||
Debt and Common Stock transactions subsequent to December 31, 2013 | |||
Promissory Notes: | |||
⋅ | January 9, 2014, the Company borrowed $17,000 from Platinum Long Term Growth IV, LLC pursuant to the terms of a senior secured Promissory Note. The note bears interest at the rate of 8% per annum and is due and payable June 30, 2014. | ||
⋅ | January 8, 2014, the Company borrowed $3,000 from Alpha Capital pursuant to the terms of a senior secured Promissory Note. The note bears interest at the rate of 8% per annum and is due and payable June 30, 2014. | ||
⋅ | January 24, 2014, the Company borrowed $200,000 from Alpha Capital in connection with the execution and delivery of the Purchase Agreement with MJ Enterprises described above. The note bears interest at the rate of 8% per annum and is due and payable February 7, 2014. | ||
⋅ | February 5, 2014, the Company borrowed $51,000 from Platinum Long Term Growth IV, LLC pursuant to the terms of a senior secured Promissory Note. The note bears interest at the rate of 8% per annum and is due and payable June 30, 2014. | ||
⋅ | February 5, 2014, the Company borrowed $9,000 from Alpha Capital pursuant to the terms of a senior secured Promissory Note. The note bears interest at the rate of 8% per annum and is due and payable June 30, 2014. | ||
Series C Preferred Stock Conversion to Common Stock: | |||
On February 3, 2014, Platinum Long Term Growth IV, LLC elected to convert 269,592 shares of their Series C preferred shares into 43,134,720 common shares at the conversion rate of 160 shares per each Series C share. | |||
PRINCIPAL_BUSINESS_ACTIVITY_AN1
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||
Consolidation, Policy [Policy Text Block] | ' | |||||||||
Basis of Consolidation | ||||||||||
The consolidated financial statements include the accounts of NaturalNano, Inc. (“NaturalNano” or the “Company”), a Nevada corporation, and its wholly owned subsidiary NaturalNano Research, Inc. (“NN Research”) a Delaware corporation. All significant inter-company accounts and transactions have been eliminated in consolidation. | ||||||||||
In the second quarter of 2013, the Company filed a Certificate of Dissolution for Combotexs, LLC with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs (a dormant New York limited liability company.) Prior to this action, the Company had a 51% controlling interest in Combotexs. The dissolution was accepted by NYS in the third quarter of 2013. As a result of these actions, the non-controlling interest in subsidiary in the stockholders deficiency section of the balance sheet was eliminated in the third quarter of 2013 in the amount of $14,264 and a gain of $39,373 was taken in the third quarter of 2013 which was attributed to the release of outstanding liabilities. | ||||||||||
Business Description [Policy Text Block] | ' | |||||||||
Description of the Business | ||||||||||
NaturalNano (the “Company”), located in Rochester, New York, is engaged in the development and commercialization of material science technologies with an emphasis on additives to polymers and other industrial and consumer products by taking advantage of technology advances developed in-house and through licenses from third parties. The Company’s current activities are directed toward research, development, production and marketing of its proprietary technologies relating to the treatment and separation of nanotubes from halloysite clay and the development of related commercial applications for: | ||||||||||
⋅ | Cosmetics, health and beauty products | |||||||||
⋅ | Polymers, plastics and composites | |||||||||
NaturalNano is domiciled in the state of Nevada as a result of the merger with Cementitious Materials, Inc., (“CMI”), which was completed on November 29, 2005. | ||||||||||
Liquidity Disclosure [Policy Text Block] | ' | |||||||||
Liquidity and Going Concern – The accompanying consolidated 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. As shown in the accompanying consolidated financial statements, the Company incurred a net loss for 2013 of $892,139 and had negative working capital of $6,327,900 and a stockholders' deficiency of $6,571,265 at December 31, 2013. Since inception the Company’s operations have been funded through a combination of convertible debt from private investors and from cash advances from its former parent and majority shareholder Technology Innovations, LLC. These factors, among others, indicate that the Company may not be able to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to extend the terms of its existing obligations, to obtain additional financing and, ultimately, to attain successful operations. | ||||||||||
As of December 31, 2013 the company owed $4,699,686 to lenders in the form of notes payable and accrued interest. Much of this debt is convertible into the Company’s common stock at terms beneficial to the lenders compared to the market price of the Company’s common stock (see Note 2). The Company continues to rely on these lenders to provide additional loans to cover Company expenses and to provide forbearance agreements extending the due dates of the various notes. As of December 31, 2013, the Company continued to require waivers for debt covenant violations and extensions of maturity dates. Refer to Note 2 for lenders waivers and maturity extensions received. | ||||||||||
The Company’s management and Board of Directors continue to actively assess the Company's operating structure with an objective to reduce ongoing expenses, increase sources of recurring revenue as well as seeking additional debt or equity financing. The Company will continually evaluate funding options including additional offerings of its securities to private and institutional investors and other credit facilities as they become available. There can be no assurance as to the availability or terms upon which such financing alternatives might be available. | ||||||||||
The Company has experienced recurring losses from operations since its inception and continues to have a working capital deficiency and limited opportunities for additional capital infusion. The Company has experienced recurring defaults relating to the various provisions under its current debt obligations and is expected to require future forbearance and waivers relating to such provisions in the future. These negative financial conditions combined with delays experienced in product introduction and customer acceptance raises substantial doubt of the Company’s ability to continue as a going concern. | ||||||||||
Reclassification, Policy [Policy Text Block] | ' | |||||||||
Reclassifications | ||||||||||
Certain prior year amounts have been reclassified to conform to the current year presentation. | ||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||||
Concentration of Credit Risk | ||||||||||
The Company maintains cash in bank deposit accounts which could, at times, exceed federally insured limits. The Company has not experienced any losses on these accounts. | ||||||||||
Receivables, Policy [Policy Text Block] | ' | |||||||||
Accounts Receivable | ||||||||||
The Company grants credit to substantially all of its customers and carries its accounts receivable at original invoice amount less an allowance for doubtful accounts. Included in the Accounts Receivable at December 31, 2013 is $10,500 due from Checklist Boards Corporation which is 50% owned by the Company’s CEO. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on history of past write-offs, collections, and current credit conditions. As of December 31, 2013 and 2012 no allowance for doubtful accounts was considered necessary. | ||||||||||
Inventory, Policy [Policy Text Block] | ' | |||||||||
Inventory | ||||||||||
Inventory is stated at the lower of cost or market value. When halloysite nanotubes or Pleximer™ held in inventory are used, the carrying value of any such inventory used (i) for research and development is expensed in the period that it is used for the development of proprietary applications and processes and (ii) in cost of goods sold will be charged as customer shipments are made. Overhead costs are applied to inventory during production and included in cost of goods sold. | ||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||||||||
Property and Equipment | ||||||||||
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized over the lesser of the assets' useful lives or the remaining term of the lease. | ||||||||||
Property and equipment, at cost, consists of the following: | ||||||||||
2013 | 2012 | Useful Life | ||||||||
Lab equipment | $ | 564,234 | $ | 564,234 | 5 years | |||||
Leasehold Improvements | 118,120 | 118,120 | 3-15 years | |||||||
682,354 | 682,354 | |||||||||
Accumulated depreciation and amortization | -682,354 | -682,354 | ||||||||
Net property and equipment | $ | - | $ | - | ||||||
Accrued Payroll [Policy Text Block] | ' | |||||||||
Accrued Payroll | ||||||||||
The Company accrues for earned and unused vacation benefits and deferred compensation costs for amounts contractually owed to employees. | ||||||||||
Derivatives, Policy [Policy Text Block] | ' | |||||||||
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 its financial instruments 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 market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending the firm value from December 2006 to December 2013 considering company specific factors including the changes in forward estimated revenues and market factors. Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative securities in the Company’s capital structure. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||||||||||
Income Tax, Policy [Policy Text Block] | ' | |||||||||
Income Taxes | ||||||||||
The Company accounts for income taxes in accordance with ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. | ||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||||
Revenue Recognition | ||||||||||
Revenue is generated from the delivery of Pleximer™ and sample products specifically formulated for customer applications and production. The Company earns and recognizes such revenue when the shipment of the sample products has occurred, title transfers, no further performance obligation exists, and when collection is reasonably assured. | ||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | |||||||||
Research and Development | ||||||||||
Research and development costs are expensed in the period the expenditures are incurred. Capital assets acquired in support of research and development are capitalized and depreciated over their estimated useful life and related depreciation expense is included in research and development expense. | ||||||||||
Other Income [Policy Text Block] | ' | |||||||||
Other Income | ||||||||||
During 2013, the Company released $70,000 of deferred income from a prior year where management considered all conditions to income recognition had been met related to a research project from an interested party. This research was not extended beyond Phase I. | ||||||||||
Increase in Authorized Common Stock [Policy Text Block] | ' | |||||||||
Increase in Authorized Common Stock | ||||||||||
On July 1, 2013 the Company received a unanimous written consent in lieu of a meeting from the members of the Board of Directors and a written consent from the Series D stockholder to amend its articles of incorporation to increase the Company’s authorized common shares from 294,117,647 shares to 800,000,000 shares of common stock. | ||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||||
Loss Per Share | ||||||||||
Basic loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred. | ||||||||||
As of December 31, 2013 there were 1,678,082,198 shares underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with the Company’s lenders. These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. As of December 31, 2013, the Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments. | ||||||||||
Subsequent to December 31, 2013, 43,134,720 common shares were issued upon conversion of the instruments noted above which will dilute any potential future earnings. | ||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||||
Share Based Payments | ||||||||||
The Company has six incentive stock plans: the 2005 Incentive Stock Plan (the “2005 Plan”), the Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), the 2008 Incentive Stock Plan (“the 2008 Plan”), the 2009 Stock Incentive Plan (“the 2009 Plan”), the 2011 Incentive Stock Plan (“the 2011 Plan") and the 2012 Stock Incentive Plan (“the 2012 Plan”) or (collectively, the “Plans”). The Plans provide for issuance of share-based awards to officers, key employees, non-employee directors, vendors and consultants. The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. Generally, option awards vest based upon time-based conditions and are granted at exercise prices based on the closing market price of the Company’s stock on the date of grant. | ||||||||||
The Company accounts for stock option awards granted under the Plans in accordance with ASC 718. Under ASC 718, compensation expense related to stock based payments are recorded over the requisite service period based on the grant date fair value of the awards. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. | ||||||||||
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50, Equity-Based Payments to Non-Employees (Formerly FASB Staff Positions Emerging Issues Task Force Issue No. 96-18 and 00-18.) The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. | ||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | |||||||||
Fair Value of Financial Instruments | ||||||||||
Financial instruments include cash and cash equivalents, accounts payable and accrued expenses, notes payable and derivative liabilities. Fair values for all instruments except for derivative liabilities and convertible notes payable were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the derivative liabilities is discussed further in Note 3. The fair value of the Company’s convertible notes payable is estimated be less than the carrying value at December 31, 2013 based upon overall value of the company, lack of authorized shares underlying the conversion of the instruments, and the lack of liquid market for the volume of shares issuable upon conversion of the entire outstanding balance. | ||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||
Estimates | ||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | ||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||||
Recent Accounting Pronouncements | ||||||||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying financial statements. | ||||||||||
PRINCIPAL_BUSINESS_ACTIVITY_AN2
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||||
Property and equipment, at cost, consists of the following: | ||||||||||
2013 | 2012 | Useful Life | ||||||||
Lab equipment | $ | 564,234 | $ | 564,234 | 5 years | |||||
Leasehold Improvements | 118,120 | 118,120 | 3-15 years | |||||||
682,354 | 682,354 | |||||||||
Accumulated depreciation and amortization | -682,354 | -682,354 | ||||||||
Net property and equipment | $ | - | $ | - | ||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Notes payable as of December 31, 2013 and 2012, respectively consisted of the following: | ||||||||
Notes Payable | 2013 | 2012 | ||||||
Senior Secured Convertible Notes | $ | 3,124,403 | $ | 3,134,415 | ||||
Senior Secured Promissory Notes | 692,922 | 508,557 | ||||||
Subordinated Secured Convertible Note | 271,100 | 251,000 | ||||||
Total | $ | 4,088,425 | $ | 3,893,972 | ||||
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | |||||||
The fair value of the derivative liabilities as of December 31, 2013 and 2012 are as follows: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Derivative | Derivative | |||||||
Liability | Liability | |||||||
Derivative Instrument | ||||||||
8% Notes conversion feature | $ | 18,045 | $ | 24,285 | ||||
10% Notes conversion feature | 3,946 | 1,447 | ||||||
Warrant liability | 10,428 | - | ||||||
Total | $ | 32,419 | $ | 25,732 | ||||
Schedule Of Liabilities Carried At Fair Value Measured Using Significant Unobservable Inputs [Table Text Block] | ' | |||||||
The following table provides a roll forward of the liabilities carried at fair value measured using significant unobservable inputs (level 3). | ||||||||
2013 | 2012 | |||||||
Fair value – beginning | $ | 25,732 | $ | 21,658 | ||||
Loss recognized | 6,687 | 4,074 | ||||||
Fair value – ending | $ | 32,419 | $ | 25,732 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
The benefit for income taxes consists of the following: | ||||||||
2013 | 2012 | |||||||
Currently payable: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
Total currently payable | - | - | ||||||
Deferred: | ||||||||
Federal | -152,125 | -221,188 | ||||||
State | - | -927 | ||||||
Total deferred | -152,125 | -222,115 | ||||||
Less increase in valuation allowance | 152,125 | 222,115 | ||||||
Net deferred | - | - | ||||||
Total income taxes | $ | - | $ | - | ||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
Individual components of deferred taxes are as follows: | ||||||||
2013 | 2012 | |||||||
Deferred tax assets | ||||||||
Net operating loss carry forwards | $ | 4,401,295 | $ | 4,050,993 | ||||
Equity issued for services | 1,262,862 | 1,138,218 | ||||||
Other | 140,311 | 475,226 | ||||||
Total | 5,804,468 | 5,664,437 | ||||||
Less valuation allowance | -5,804,468 | -5,664,437 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
The differences between the United States statutory federal income tax rate and the effective income tax rate in the accompanying consolidated statements of operations are as follows: | ||||||||
2013 | 2012 | |||||||
Statutory United States federal rate | 34 | % | 34 | % | ||||
State taxes, net of federal benefit | - | - | ||||||
Nondeductible Interest Expense | -14 | -10.9 | ||||||
Nondeductible Loss on Debt Modification | -1.2 | -4.7 | ||||||
Change in valuation allowance | -17.2 | -18.6 | ||||||
Other | -1.6 | 0.2 | ||||||
Effective tax rate | 0 | % | 0 | % | ||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | ' | |||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | ||||||||
Unrecognized tax benefits balance at January 1 | $ | 760,000 | $ | 760,000 | ||||
Gross increase for tax positions of prior years | - | - | ||||||
Gross decrease for tax positions of prior years | - | - | ||||||
Gross increase for tax positions of current year | - | - | ||||||
Gross decrease for tax positions of current year | - | - | ||||||
Settlements | - | - | ||||||
Lapse of statute of limitations | - | - | ||||||
Unrecognized tax benefits balance at December 31 | $ | 760,000 | $ | 760,000 | ||||
STOCKHOLDERS_DEFICIENCY_Tables
STOCKHOLDERS DEFICIENCY (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||
Class Of Warrant Outstanding [Table Text Block] | ' | |||||||||||||||||||
A summary of the status of outstanding warrant plans is presented below: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted Average Remaining Life-years | |||||||||||||||
Average | Average | Average | ||||||||||||||||||
Exercise | Remaining | Exercise | ||||||||||||||||||
Price | Life-years | Price | ||||||||||||||||||
Outstanding at beginning of year | 4,247,059 | $ | 0.37 | 2.24 | 4,261,220 | $ | 0.34 | 3.33 | ||||||||||||
Granted during the year | 114,000,000 | 0.0014 | - | |||||||||||||||||
Cancelled or forfeited | -11,765 | 5.61 | -14,161 | 4.42 | ||||||||||||||||
Warrants outstanding at end of year | 118,235,294 | $ | 0.0142 | 5.9 | 4,247,059 | $ | 0.37 | 2.24 | ||||||||||||
Warrants exercisable at end of year | 118,235,294 | $ | 0.0142 | 5.9 | 4,247,059 | $ | 0.37 | 2.24 | ||||||||||||
Schedule Of Share Based Compensation Employee Outstanding Incentive Stock Plan Activity [Table Text Block] | ' | |||||||||||||||||||
A summary of the status of outstanding incentive stock plans is presented below: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||
Average | Average | Average | Average | |||||||||||||||||
Exercise | Remaining | Exercise | Remaining | |||||||||||||||||
Price | Life-years | Price | Life-years | |||||||||||||||||
Outstanding at beginning of year | 723,137 | $ | 3.07 | 3.53 | 741,372 | $ | 3.57 | 4 | ||||||||||||
Granted during the year | - | - | ||||||||||||||||||
Cancelled or forfeited | -14,117 | -18,235 | ||||||||||||||||||
Options outstanding at end of year | 709,020 | $ | 3.57 | 2.11 | 723,137 | $ | 3.07 | 3.53 | ||||||||||||
Options exercisable at end of year | 709,020 | $ | 3.57 | 2.11 | 723,137 | $ | 3.07 | 3.53 | ||||||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Schedule Of Disposal Groups Including Discontinued Operations Income Statement Disclosures [Table Text Block] | ' | |||||||
The results of discontinued operations are as follows: | ||||||||
For the year ended | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Revenues from Medical Board business | $ | 14,750 | $ | 41,125 | ||||
Profit from Medical Board business | $ | 11,115 | $ | 15,927 | ||||
PRINCIPAL_BUSINESS_ACTIVITY_AN3
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' |
Property, Plant and Equipment, Gross, Total | $682,354 | $682,354 |
Accumulated depreciation and amortization | -682,354 | -682,354 |
Net property and equipment | 0 | 0 |
Machinery and Equipment [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Property, Plant and Equipment, Gross, Total | 564,234 | 564,234 |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Leasehold Improvements [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Property, Plant and Equipment, Gross, Total | $118,120 | $118,120 |
Maximum [Member] | Leasehold Improvements [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '15 years | ' |
Minimum [Member] | Leasehold Improvements [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' |
PRINCIPAL_BUSINESS_ACTIVITY_AN4
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2011 | |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | 51.00% | ' |
Net loss attributable to controlling interest | ' | ($892,139) | ($1,196,563) | ' | ' | ' |
Working Capital Deficit | ' | 6,327,900 | ' | ' | ' | ' |
Total stockholders' deficiency | ' | -6,571,265 | -6,143,614 | ' | ' | -6,193,754 |
Weighted Average Number of Shares Outstanding, Diluted | ' | 1,678,082,198 | ' | ' | ' | ' |
Stock Conversion Limit Percentage | ' | 4.99% | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 800,000,000 | 800,000,000 | 800,000,000 | ' | ' |
Gain On Dissolution Of Combotexs | 39,373 | ' | ' | ' | ' | ' |
Non Controlling Interest De Consolidation Gain Or Loss | 14,264 | -14,264 | ' | ' | ' | ' |
Debt Instrument, Increase, Accrued Interest | ' | 4,699,686 | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | 43,134,720 | ' | ' | ' | ' |
Increase (Decrease) in Deferred Revenue | ' | -70,000 | 0 | ' | ' | ' |
Before Amendment [Member] | ' | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 294,117,647 | ' | 294,117,647 | ' | ' |
Chief Executive Officer [Member] | ' | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage Of Interest On Supply Agreement | ' | 50.00% | ' | ' | ' | ' |
Chief Executive Officer [Member] | Accounts Receivable [Member] | ' | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Due from entity | ' | $10,500 | ' | ' | ' | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Notes Payable [Line Items] | ' | ' |
Notes payable, Total | $4,088,425 | $3,893,972 |
Senior Secured Convertible Notes [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Notes payable, Total | 3,124,403 | 3,134,415 |
Senior Secured Promissory Note [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Notes payable, Total | 692,922 | 508,557 |
Subordinated Secured Convertible Notes [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Notes payable, Total | $271,100 | $251,000 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Mar. 07, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 07, 2007 | Mar. 07, 2007 | Sep. 30, 2008 | Dec. 31, 2012 | Mar. 07, 2007 | Mar. 07, 2007 | Mar. 07, 2007 | Dec. 31, 2010 | Mar. 07, 2007 | Sep. 30, 2008 | Mar. 07, 2007 | Mar. 07, 2007 | Mar. 07, 2007 | Dec. 17, 2007 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 07, 2007 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2008 | Mar. 07, 2007 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 04, 2009 | Nov. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 29, 2008 | Dec. 31, 2009 | Dec. 31, 2009 | Dec. 31, 2009 | Dec. 31, 2009 | Dec. 31, 2009 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Nov. 30, 2013 | Oct. 30, 2013 | Sep. 30, 2013 | Jul. 25, 2013 | Jul. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 28, 2014 | Jan. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2009 | Dec. 31, 2013 | |
Five Year Common Stock Purchase Warrant [Member] | Platinum Long Term Growth and Platinum Advisors [Member] | Longview Special Financing Inc [Member] | Cape One [Member] | Cape One [Member] | Cape One [Member] | Cape One [Member] | Platinum [Member] | Platinum Partners Long Term Growth IV [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Advisors Llc [Member] | Platinum Advisors Llc [Member] | Due Diligence Fees and Related Agreements With Platinum Advisors [Member] | Due Diligence Fees and Related Agreements With Platinum Advisors [Member] | Due Diligence Fees and Related Agreements With Platinum Advisors [Member] | Due Diligence Fees and Related Agreements With Platinum Advisors [Member] | Due Diligence Fees and Related Agreements With Platinum Advisors [Member] | Registration Rights Agreement [Member] | Registration Rights Agreement [Member] | Registration Rights Agreement [Member] | Registration Rights Agreement [Member] | Registration Rights Agreement [Member] | Forbearance [Member] | Forbearance [Member] | Forbearance [Member] | Senior Secured Convertible Promissory Notes [Member] | Senior Secured Convertible Promissory Notes [Member] | Senior Secured Convertible Promissory Notes [Member] | Senior Secured Convertible Promissory Notes [Member] | 8% Senior Secured Convertible Notes [Member] | 8% Senior Secured Convertible Notes [Member] | 8% Senior Secured Convertible Notes [Member] | 10% Subordinated Secured Convertible Promissory Note [Member] | 10% Subordinated Secured Convertible Promissory Note [Member] | 10% Subordinated Secured Convertible Promissory Note [Member] | 10% Subordinated Secured Convertible Promissory Note [Member] | 10% Subordinated Secured Convertible Promissory Note [Member] | Senior Convertible Promissory Notes 2008 [Member] | Senior Convertible Promissory Notes 2008 [Member] | Senior Convertible Promissory Notes 2008 [Member] | Senior Convertible Promissory Notes 2008 [Member] | Senior Convertible Promissory Notes 2009 [Member] | Senior Convertible Promissory Notes 2009 [Member] | Senior Convertible Promissory Notes 2009 [Member] | Senior Convertible Promissory Notes 2009 [Member] | Senior Convertible Promissory Notes 2009 [Member] | Senior Convertible Promissory Notes 2010 [Member] | Senior Convertible Promissory Notes 2010 [Member] | Senior Convertible Promissory Notes 2010 [Member] | Senior Convertible Promissory Notes 2010 [Member] | Senior Convertible Promissory Notes 2011 [Member] | Senior Convertible Promissory Notes 2011 [Member] | Senior Convertible Promissory Notes 2012 [Member] | Senior Convertible Promissory Notes 2012 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Senior Convertible Promissory Notes 2013 [Member] | Warrant Agreement [Member] | Convertible Note Covenants and Other Agreements [Member] | Convertible Note Covenants and Other Agreements [Member] | |||||
Warrant [Member] | Series B Warrants [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series A Warrants [Member] | Series C Warrants [Member] | Minimum [Member] | Maximum [Member] | Longview Special Financing Inc [Member] | Longview Special Financing Inc [Member] | Merit Consulting [Member] | Platinum [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Minimum [Member] | Maximum [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Qetc [Member] | Minimum [Member] | Maximum [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Platinum and Alpha [Member] | Cape One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Total | ' | $4,088,425 | $3,893,972 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,817,325 | $3,642,972 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable Written Off | ' | ' | ' | ' | ' | 3,188,399 | 628,926 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Convertible Conversion Price Initial | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | $3.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.61 | $3.74 | ' | ' | ' | ' | $5.61 | $3.74 | $3.74 | ' | ' | ' | ' | ' | ' | ' | ' | $0.09 | ' | ' | $3.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'As compensation for forbearance from the lenders in 2012, the conversion rate was further adjusted to 75% of the lowest VWAP for the 1, 5 or 10 days immediately prior to the conversion. | ' | ' | ' | ' | ' | ' | ' | ' | 'Also as consideration for forbearance in 2012, the conversion rate of the note was adjusted from $0.085 to 75% of the lowest VWAP for the 1, 5 or 10-day period immediately prior to the conversion. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The 10% Convertible Note is convertible into Common Stock at any time prior to maturity (provided that such conversion does not result in the holder and its affiliates beneficially owning in excess of 4.99% (9.99% upon 61 days prior written notice) of the issued and outstanding Common Stock at $0.085 per share (the Conversion Price), subject to adjustment upon the occurrence of certain anti-dilution events | ' |
Debt Instrument Convertible Number Of Equity Instruments For Outstanding Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Convertible Number Of Equity Instruments For Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 139,508 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable Interest Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000 | 2,500 | 49,400 | 12,000 | 30,005 | 21,000 | ' | 15,530 | 29,930 | ' | ' | ' | ' |
Forbearance Charges Added To Principal Balance | ' | ' | ' | ' | ' | ' | ' | 55,000 | 55,000 | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss On Modification Notes Payable | ' | ' | ' | ' | ' | ' | ' | 30,000 | 55,000 | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Secured Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 197,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | 2,647,059 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Par Value Of Securities Called By Warrants Or Rights | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 17 | ' | 0.425 | 0.425 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.425 | ' | ' |
Stock Issuance For Interest Payment Percentage Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Payment Percentage Payable On Default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Registration Rights Obligation | ' | 82,489 | 82,489 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,489 | 82,489 | 82,489 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion Of Convertible Securities | 895,054 | ' | 13,594,382 | ' | ' | ' | ' | ' | 6,164,559 | 736,318 | ' | 11,053,941 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,882,335 | 5,697,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | 44,000 | 45,000 | ' | ' | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | 475,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 8.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Conversion Of Convertible Securities | ' | 19,913 | 983,585 | ' | ' | ' | ' | ' | ' | ' | ' | 939,585 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,981 | 172,393 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due Diligence Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97,500 | ' | ' | ' | ' | ' | 97,500 | ' | 97,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,347,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,124,403 | 3,134,415 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument For Bearance Interest Rate Percentage | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | 8.00% | 16.00% | ' | ' | ' | 8.00% | 16.00% | ' | 8.00% | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' |
Excess Of Debt Instrument Conversion Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.09 | ' | ' | ' | ' | ' | ' | $0.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjusted Interest Percentage | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Additions To Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 651,738 | 651,738 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,303,476 | ' | ' | ' | ' | ' | ' | ' | ' | 86,681 | 19,552 | 67,129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 181,376 | ' | ' | 74,750 | ' | 87,923 | ' | ' | 15,923 | 87,750 | 37,250 | 105,000 | 29,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 184,365 | ' | ' | ' |
Stock Issued During Period, Shares, Reverse Stock Splits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains Losses On Modification Of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,534,936 | ' | 9,534,936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.085 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Liquidated Damages | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.03% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 146,028 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Paid, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63,539 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | 43,134,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 826,248,501 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,415 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 253,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Debt Restructuring Costs | ' | -30,000 | -473,567 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,566 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,647,059 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,550 | 17,587 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Unpaid Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125.00% |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,603 | ' | ' |
Debt Instrument, Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The proceeds from the 10% Convertible Note, after taking into account expenses related to the Offering including a $20,000 commitment fee paid to the Investor and $7,500 paid to the Investors counsel was $197,000. The proceeds from the 10% Convertible Note were restricted for general working capital purposes. |
Loss Contingency, Damages Sought | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Investor is entitled to liquidated damages of $100 per business day for each $10,000 of principal under the Note for Conversion Shares or purchase price of Warrant Shares or the Mandatory Redemption Amount that is not timely paid or delivered or for Unlegended Shares (as defined in the Subscription Agreement) not timely delivered. In addition, the Company may be required to redeem the Conversion Shares at a price per share equal to the greater of 120% or the Unlegended Redemption Amount for failure to deliver Unlegended Shares for 30 days in any 360 day period. |
Debt Conversion, Converted Instrument, Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivative [Line Items] | ' | ' | ' |
Derivative Liability, Fair Value, Net | $32,419 | $25,732 | $21,658 |
Warrant liability [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Derivative Liability, Fair Value, Net | 10,428 | 0 | ' |
8% Notes conversion feature [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Derivative Liability, Fair Value, Net | 18,045 | 24,285 | ' |
10% Notes conversion feature [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Derivative Liability, Fair Value, Net | $3,946 | $1,447 | ' |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative [Line Items] | ' | ' |
Fair value - beginning | $25,732 | $21,658 |
Loss recognized | 6,688 | 4,074 |
Fair value - ending | $32,419 | $25,732 |
DERIVATIVE_LIABILITIES_Details2
DERIVATIVE LIABILITIES (Details Textual) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2009 |
Derivative [Line Items] | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | 10.00% |
Class of Warrant or Right, Outstanding | 118,235,294 | 4,247,059 | 2,647,059 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 17 | ' | 0.425 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Currently payable: | ' | ' |
Federal | $0 | $0 |
State | 0 | 0 |
Total currently payable | 0 | 0 |
Deferred: | ' | ' |
Federal | -152,125 | -221,188 |
State | 0 | -927 |
Total deferred | -152,125 | -222,115 |
Less increase in valuation allowance | 152,125 | 222,115 |
Net deferred | 0 | 0 |
Total income taxes | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets | ' | ' |
Net operating loss carry forwards | $4,401,295 | $4,050,993 |
Equity issued for services | 1,262,862 | 1,138,218 |
Other | 140,311 | 475,226 |
Total | 5,804,468 | 5,664,437 |
Less valuation allowance | -5,804,468 | -5,664,437 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Statutory United States federal rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 0.00% | 0.00% |
Nondeductible Interest Expense | -14.00% | -10.90% |
Nondeductible Loss on Debt Modification | -1.20% | -4.70% |
Change in valuation allowance | -17.20% | -18.60% |
Other | -1.60% | 0.20% |
Effective tax rate | 0.00% | 0.00% |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Unrecognized tax benefits balance at January 1 | $760,000 | $760,000 |
Gross increase for tax positions of prior years | 0 | 0 |
Gross decrease for tax positions of prior years | 0 | 0 |
Gross increase for tax positions of current year | 0 | 0 |
Gross decrease for tax positions of current year | 0 | 0 |
Settlements | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Unrecognized tax benefits balance at December 31 | $760,000 | $760,000 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Taxes [Line Items] | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $15,200,000 |
Income Tax Reconciliation, Nondeductible Expense, Share-based Compensation Cost | $840,000 |
Operating Carry forward Loss Expiration Date | '2024 through 2033 |
STOCKHOLDERS_DEFICIENCY_Detail
STOCKHOLDERS DEFICIENCY (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Dec. 05, 2013 | Nov. 29, 2013 | Feb. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares Outstanding at beginning of year | ' | ' | ' | 4,247,059 | 4,261,220 |
Shares Granted during the year | 31,500,000 | 54,000,000 | 28,500,000 | 114,000,000 | 0 |
Shares Cancelled or forfeited | ' | ' | ' | -11,765 | -14,161 |
Shares outstanding at end of year | ' | ' | ' | 118,235,294 | 4,247,059 |
Shares exercisable at end of year | ' | ' | ' | 118,235,294 | 4,247,059 |
Weighted Average Exercise Price Outstanding at beginning of year | ' | ' | ' | $0.37 | $0.34 |
Weighted Average Exercise Price Granted during the year | ' | ' | ' | $0.00 | ' |
Weighted Average Exercise Price Cancelled or forfeited | ' | ' | ' | $5.61 | $4.42 |
Weighted Average Exercise Price outstanding at end of year | ' | ' | ' | $0.01 | $0.37 |
Weighted Average Exercise Price exercisable at end of year | ' | ' | ' | $0.01 | $0.37 |
Weighted Average Remaining Life-years Outstanding at beginning of year | ' | ' | ' | '2 years 2 months 26 days | '3 years 3 months 29 days |
Weighted Average Remaining Life years Warrants outstanding at end of year | ' | ' | ' | '5 years 10 months 24 days | '2 years 2 months 26 days |
Weighted Average Remaining Life years Warrants exercisable at end of year | ' | ' | ' | '5 years 10 months 24 days | '2 years 2 months 26 days |
Incentive Stock Plan [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares Outstanding at beginning of year | ' | ' | ' | 723,137 | 741,372 |
Shares Granted during the year | ' | ' | ' | 0 | 0 |
Shares Cancelled or forfeited | ' | ' | ' | -14,117 | -18,235 |
Shares outstanding at end of year | ' | ' | ' | 709,020 | 723,137 |
Shares exercisable at end of year | ' | ' | ' | 709,020 | 723,137 |
Weighted Average Exercise Price Outstanding at beginning of year | ' | ' | ' | $3.07 | $3.57 |
Weighted Average Exercise Price outstanding at end of year | ' | ' | ' | $3.57 | $3.07 |
Weighted Average Exercise Price exercisable at end of year | ' | ' | ' | $3.57 | $3.07 |
Weighted Average Remaining Life-years Outstanding at beginning of year | ' | ' | ' | '3 years 6 months 11 days | '4 years |
Weighted Average Remaining Life years Warrants outstanding at end of year | ' | ' | ' | '2 years 1 month 10 days | '3 years 6 months 11 days |
Weighted Average Remaining Life years Warrants exercisable at end of year | ' | ' | ' | '2 years 1 month 10 days | '3 years 6 months 11 days |
STOCKHOLDERS_DEFICIENCY_Detail1
STOCKHOLDERS DEFICIENCY (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||
Jan. 03, 2011 | Mar. 07, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Nov. 30, 2009 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 05, 2013 | Nov. 29, 2013 | Feb. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 03, 2011 | Jan. 03, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 07, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 07, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 10, 2013 | Oct. 07, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 07, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 07, 2007 | Sep. 29, 2008 | Mar. 07, 2007 | |
Before Amendment [Member] | Before Amendment [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B and Series C Convertible Preferred Stock [Member] | Series B and Series C Convertible Preferred Stock [Member] | Incentive Stock Plan 2005 [Member] | Incentive Stock Plan 2007 [Member] | Incentive Stock Plan 2008 [Member] | Incentive Stock Plan 2009 [Member] | Incentive Stock Plan 2011 [Member] | Incentive Stock Plan 2012 [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Platinum Partners Long Term Growth IV [Member] | Platinum Partners Long Term Growth IV [Member] | Platinum Partners Long Term Growth IV [Member] | Alpha Capital [Member] | Alpha Capital [Member] | Alpha Capital [Member] | Longview Special Financing Inc [Member] | Longview Special Financing Inc [Member] | Cape One [Member] | Cape One [Member] | Cape One [Member] | Cape One [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Platinum Partners Long Term Growth Iv and Longview Special Financing Inc [Member] | Due Diligence Fees and Related Agreements With Platinum Advisors [Member] | |||||||
Chief Executive Officer [Member] | Minimum [Member] | Maximum [Member] | Llc Series C Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Warrant Agreement [Member] | Warrant Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $3.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion Of Convertible Securities | ' | 895,054 | ' | 13,594,382 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190,756,640 | 32,080,963 | ' | 13,035,294 | 4,235,293 | 22,000,000 | 8,800,000 | 6,164,559 | 736,318 | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,192,229 | $200,505 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 505,000 | 137,500 | 450,000 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | 43,134,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,691,180 | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,913 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, shares authorized | ' | ' | 800,000,000 | 800,000,000 | 800,000,000 | ' | 294,117,647 | 294,117,647 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares authorized | ' | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, par value (in dollars per share) | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.09 | ' |
Stock Issued During Period, Shares, Conversion of Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | 160 | 160 | 160 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 160 | 160 | 4,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, aggregate liquidation preference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,715 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess Of Debt Instrument Conversion Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | 9.98% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | 9.99% | ' | ' | 4.99% |
Stock Issued During Period, Shares, Settlement Of Interest Obligations | ' | ' | ' | 9,321,155 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 226,882,335 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Settlement Of Interest Obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 198,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,303,476 | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | 118,235,294 | 4,247,059 | ' | 2,647,059 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Conversion Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Benefits and Share-based Compensation, Total | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 823,529 | 1,000,000 | 47,058,824 | 1,176,471 | 1,470,588 | 1,764,706 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions Granted | 34,879 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | 3.36% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential Equity Shares Outstanding | ' | ' | 1,678,082,198 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 31,500,000 | 54,000,000 | 28,500,000 | 114,000,000 | 0 | ' | 882,353 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 324,525 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 289.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.37% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | '10 years | ' | ' | ' | ' | '5 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Expected Dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (Medical Board business [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Medical Board business [Member] | ' | ' |
Discontinued Operations [Line Items] | ' | ' |
Revenues from Medical Board business | $14,750 | $41,125 |
Profit from Medical Board business | $11,115 | $15,927 |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Discontinued Operations [Line Items] | ' | ' | ' |
Loss on write-off of discontinued operation | $11,179 | $11,179 | $0 |
CREDITOR_CONCESSIONS_Details_T
CREDITOR CONCESSIONS (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Creditor Concessions [Line Items] | ' | ' |
Due to Related Parties, Current | $19,664 | $4,679 |
COMMITMENTS_AND_LEASE_OBLIGATI1
COMMITMENTS AND LEASE OBLIGATIONS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2010 | Mar. 24, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property In Rochester [Member] | Property In Rochester [Member] | |||
sqft | ||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' |
Loss Contingency, Estimate of Possible Loss | ' | $331,265 | ' | ' |
Area Of Land Leased For Laboratory Space | ' | ' | 9,200 | ' |
Operating Leases, Rent Expense, Net | ' | ' | 2,000 | ' |
Operating Leases, Rent Expense | ' | ' | 24,000 | 24,000 |
Stock Issued During Period Shares For Deferred Compensation | $54,691 | ' | ' | ' |
REVERSE_STOCK_SPLIT_Details_Te
REVERSE STOCK SPLIT (Details Textual) | 12 Months Ended |
Dec. 31, 2013 | |
Class of Stock [Line Items] | ' |
Stockholders' Equity, Reverse Stock Split | '1-for-17 reverse stock split of its common stock |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | Dec. 31, 2013 | Nov. 30, 2009 | Mar. 07, 2007 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 30, 2014 | Feb. 05, 2014 | Jan. 09, 2014 | Feb. 03, 2014 | Feb. 03, 2014 | Jan. 24, 2014 | Feb. 05, 2014 | Jan. 08, 2014 | Jan. 30, 2014 | Jan. 30, 2014 | Jan. 30, 2014 |
Platinum Partners Long Term Growth IV [Member] | Cape One [Member] | Cape One [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Platinum Partners Long Term Growth IV [Member] | Platinum Partners Long Term Growth IV [Member] | Platinum Partners Long Term Growth IV [Member] | Platinum Partners Long Term Growth IV [Member] | Alpha Capital [Member] | Alpha Capital [Member] | Alpha Capital [Member] | Alpha Capital Anstalt [Member] | MJ Enterprises [Member] | MJ Enterprises [Member] | |||||||
Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Common Stock [Member] | Series C Preferred Stock [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Sales [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $3,250,000 | $44,000 | $45,000 | ' | $51,000 | $17,000 | ' | ' | $200,000 | $9,000 | $3,000 | $200,000 | $200,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 10.00% | ' | ' | ' | ' | 8.00% | 8.00% | ' | ' | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | 30-Jun-14 | 30-Jun-14 | ' | ' | 7-Feb-14 | 30-Jun-14 | 30-Jun-14 | ' | 30-Jun-14 | ' |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 |
Business Acquisition, Equity Interest Issued or Issuable, Basis for Determining Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'gross sales | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | 179,655,506 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion Of Stock, Shares Converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 269,592 | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | ' | 43,134,720 | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Terms of Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'conversion rate of 160 shares per each Series C share | ' | ' | ' | ' | ' | ' |