Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 10, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NNAN | ||
Entity Common Stock, Shares Outstanding | 2,093,502 | ||
Entity Registrant Name | NaturalNano, Inc. | ||
Entity Central Index Key | 863895 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $1,196,143 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $0 | $0 |
Accounts Receivable | 5,036 | 23,206 |
Inventory | 231,764 | 13,246 |
Prepaid expenses, and other current assets | 73,140 | 7,040 |
Total current assets | 309,940 | 43,492 |
Total Assets | 309,940 | 43,492 |
Current liabilities: | ||
Notes Payable (See Note 2) | 1,534,946 | 4,088,425 |
Accounts payable | 572,128 | 448,127 |
Accrued expenses | 97,095 | 130,331 |
Accrued interest | 239,937 | 611,261 |
Accrued payroll | 1,068,448 | 978,340 |
Registration rights liability | 12,324 | 82,489 |
Derivative liabilities | 387,721 | 32,419 |
Total current liabilities | 3,912,599 | 6,371,392 |
Total Liabilities | 3,912,599 | 6,371,392 |
Rights to reserved common shares (Note 2) | 559,289 | 0 |
Commitments and contingencies (See Note 9) | ||
Stockholders' Deficiency | ||
Common Stock | 2,094 | 1,848 |
Additional paid in capital | 21,454,431 | 21,729,238 |
Accumulated deficit | -25,620,604 | -28,302,351 |
Total stockholders' deficiency | -4,164,079 | -6,571,265 |
Total liabilities and stockholders' deficiency | 309,940 | 43,492 |
Series B Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred Stock - $.001 par value, 10 million shares authorized | 2,131 | 425 |
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred Stock - $.001 par value, 10 million shares authorized | 0 | 242,940 |
Series D Common Stock [Member] | ||
Stockholders' Deficiency | ||
Common Stock | $0 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 2,093,502 | 1,847,797 |
Common Stock, shares outstanding | 2,093,502 | 1,847,797 |
Series B Preferred Stock [Member] | ||
Preferred Stock, aggregate liquidation preference (in dollars) | $10 | |
Preferred Stock, shares issued | 5,000 | |
Preferred Stock, shares outstanding | 5,000 | |
Series C Preferred Stock [Member] | ||
Preferred Stock, aggregate liquidation preference (in dollars) | $0 | $5,715 |
Preferred Stock, shares issued | 0 | 2,857,266 |
Preferred Stock, shares outstanding | 0 | 2,857,266 |
Series D Common Stock [Member] | ||
Common Stock, shares issued | 100 | 100 |
Common Stock, shares outstanding | 100 | 100 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income: | ||
Revenue | $193,606 | $147,362 |
Cost of goods sold | 62,922 | 29,613 |
Gross profit | 130,684 | 117,749 |
Operating expenses: | ||
Research and development | 40,076 | 55,927 |
General and administrative excluding stock based compensation | 554,090 | 344,946 |
Stock based compensation related to warrants | 105,501 | 335,982 |
Total operating expenses | 699,667 | 736,855 |
Loss from Operations | -568,983 | -619,106 |
Other income (expense): | ||
Interest expense | -301,614 | -365,593 |
Net loss on derivative liability | -355,302 | -6,517 |
Net loss on forgiveness/modification of debt | 4,107,646 | -10,346 |
Other (expense) income | -200,000 | 70,114 |
Gain on dissolution of Combotexs | 0 | 39,373 |
Nonoperating Income (Expense), Total | 3,250,730 | -272,969 |
Income (loss) before taxes | 2,681,747 | -892,075 |
Income taxes | 0 | 0 |
Net income (loss) from continuing operations | 2,681,747 | -892,075 |
Net income from discontinued operations | 0 | 11,115 |
Loss on write-off of discontinued operations | 0 | -11,179 |
Consolidated net income (loss) attributable to the common shareholders | $2,681,747 | ($892,139) |
Continuing operations income (loss) per common share basic (in dollars per share) | $1.34 | ($0.92) |
Continuing operations income (loss) per common share diluted (in dollars per share) | $0.36 | ($0.92) |
Discontinued operations loss per common share basic and diluted (in dollars per share) | $0 | $0 |
Weighted average shares outstanding - Basic (in shares) | 1,995,172 | 972,283 |
Weighted average shares outstanding - Diluted (in shares) | 7,572,514 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY DEFICIENCY (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest in Subsidiary [Member] |
Balance at Dec. 31, 2012 | ($6,143,614) | $311 | $0 | $21,252,023 | ($27,410,212) | $14,264 |
Balance (in shares) at Dec. 31, 2012 | 310,667 | 0 | ||||
Issuance of common stock for interest | 198,464 | 756 | 0 | 197,708 | 0 | 0 |
Issuance of common stock for interest (in shares) | 756,274 | 0 | ||||
Warrants issued for services | 335,983 | 335,983 | 0 | 0 | ||
Shares issued on debt conversion | 19,913 | 72 | 0 | 19,841 | 0 | 0 |
Shares issued on debt conversion (in shares) | 71,667 | 0 | ||||
Series B preferred shares converted to common shares and change in value | 13,686 | 73 | 0 | 13,613 | 0 | 0 |
Series B preferred shares converted to common shares and change in value (in shares) | 73,333 | 0 | ||||
Series C preferred shares converted to commons stock and change in value | -89,294 | 636 | 0 | -89,930 | 0 | 0 |
Series C preferred shares converted to common stock and change in value (in shares) | 635,856 | 0 | ||||
Dissolution of non-controlling interest | -14,264 | 0 | 0 | 0 | 0 | -14,264 |
Issuance of Series D shares | 0 | 100 | ||||
Net loss | -892,139 | 0 | 0 | 0 | -892,139 | 0 |
Balance at Dec. 31, 2013 | -6,571,265 | 1,848 | 0 | 21,729,238 | -28,302,351 | 0 |
Balance (in shares) at Dec. 31, 2013 | 1,847,797 | 100 | ||||
Issuance of common stock for interest | 12,000 | 100 | 0 | 11,900 | 0 | 0 |
Issuance of common stock for interest (in shares) | 100,000 | 0 | ||||
Warrants issued for services | 105,501 | 0 | 0 | 105,501 | 0 | 0 |
Series B Preferred change in value | -1,706 | 0 | 0 | -1,706 | 0 | 0 |
Series C preferred shares converted to commons stock and change in value | 114,644 | 144 | 0 | 114,500 | 0 | 0 |
Series C preferred shares converted to common stock and change in value (in shares) | 143,782 | 0 | ||||
Change in value of rights reserved for common shares | -505,000 | 0 | 0 | -505,000 | 0 | 0 |
Net loss | 2,681,747 | 0 | 0 | 0 | 2,681,747 | 0 |
Fractional shares issued in reverse split | 2 | 0 | -2 | 0 | 0 | |
Fractional shares issued in reverse split (In shares) | 1,923 | 0 | ||||
Balance at Dec. 31, 2014 | ($4,164,079) | $2,094 | $0 | $21,454,431 | ($25,620,604) | $0 |
Balance (in shares) at Dec. 31, 2014 | 2,093,502 | 100 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Consolidated net income (loss) | $2,681,747 | ($892,139) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Net (gain) loss on extinguishment / modification of debt | -4,032,609 | 30,000 |
Change in fair value of derivative liabilities | 355,302 | 6,688 |
Issuance of warrants for services | 105,501 | 335,983 |
Provision for reserve on receivable from MJ Enterprises | 200,000 | 0 |
Non-cash gain on forgiveness of debt | -75,037 | -19,654 |
Gain on dissolution of Combotexs | 0 | -39,373 |
Loss on write off of discontinued operations | 0 | 11,179 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 18,170 | -19,756 |
(Increase) in inventory | -218,518 | -2,995 |
Decrease (increase) in other current assets | -66,100 | 3,156 |
Increase in accounts payable, accrued payroll and accrued expenses | 557,534 | 466,386 |
(Decrease) in deferred revenue | 0 | -70,000 |
Net cash used in operating activities | -474,010 | -190,525 |
Cash flows from investing activities: | ||
Loan to MJ Enterprises | -200,000 | 0 |
Cash used in investing activities | -200,000 | 0 |
Cash flows from financing activities: | ||
Proceeds from senior secured convertible notes | 974,010 | 184,365 |
Payment on extinguishment of debt | -300,000 | 0 |
Net cash provided by financing activities | 674,010 | 184,365 |
Decrease in cash | 0 | -6,160 |
Cash at beginning of year | 0 | 6,160 |
Cash at end of year | 0 | 0 |
Schedule of non-cash investing and financing activities: | ||
Common stock issued for convertible notes | 0 | 19,913 |
Common stock issued for interest | 12,000 | 0 |
Share rights issued for debt extinguishment | $54,289 | $0 |
PRINCIPAL_BUSINESS_ACTIVITY_AN
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
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. | ||||||||||
Description of the Business | ||||||||||
Nanotechnology | ||||||||||
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. 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 and polymers, plastics and composites.. | ||||||||||
ViralProtec | ||||||||||
On November 5, 2014 the Company announced the new business line, ViralProtec, (www.viralprotec.com) a division of NaturalNano. ViralProtec, is a reseller for Ebola personal protective equipment (PPE) and ancillary supplies. Our mission is to provide personal protective equipment for caregivers for infectious patient care that meet or exceed CDC and WHO guidelines. ViralProtec was created in response of the public concern and publicity surrounding the risk to caregivers and other responders created by the Ebola virus. The Company will maintain inventory on hand for customers to order complete protection kits from a single source instead multiple sources. | ||||||||||
Liquidity and Going Concern | ||||||||||
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. The Company generated net income for the year ended December 31, 2014 of $2,681,747 primarily from a non-cash gain on the extinguishment of debt, and had negative working capital of approximately $3,603,000 and a stockholders’ deficiency of approximately $4,164,000 at December 31, 2014. Since inception the Company’s growth has been funded through a combination of convertible and non-convertible debt from private investors and from cash advances from its former parent Technology Innovations, LLC. These factors, among others, may indicate that the Company will be unable 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 obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty. | ||||||||||
As December 31, 2014, 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 from the lenders. | ||||||||||
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. 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, 2014 and 2013 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. Inventory for 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. | ||||||||||
Property and equipment, at cost, consists of the following: | ||||||||||
2014 | 2013 | Useful Life | ||||||||
Lab equipment | $ | 564,234 | $ | 564,234 | 5 years | |||||
Leasehold Improvements | - | 118,120 | 3-15 years | |||||||
564,234 | 682,354 | |||||||||
Accumulated depreciation and amortization | -564,234 | -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. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | ||||||||||
⋅ | 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 carrying amounts reported in the balance sheet of cash, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs. | ||||||||||
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 2014 considering company specific factors including the changes in forward estimated revenues and market factors, market multiples for comparable companies, and the Company’s market share price, all equally weighted. 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 FASB 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 recognized upon shipment of ViralProtec orders and upon delivery of Pleximer™ and sample products. 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 (Expense) Income | ||||||||||
During 2014, the Company recorded a $200,000 provision related to the uncertainty of future collection of the receivable due from MJ Enterprises. The Company continues to aggressively pursue the collection of this amount with all possible avenues for recovery. As the amount has now been past due, the Company provided for the potential non-recovery of the full amount outstanding. | ||||||||||
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. | ||||||||||
2013 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 to 800,000,000 shares of common stock. | ||||||||||
Income (Loss) Per Share | ||||||||||
Basic income (loss) per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or 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 for the year ended December 31, 2013 as their effect is anti-dilutive based on the net loss incurred. | ||||||||||
As of December 31, 2014 and 2013 there were 7,851,283 and 5,593,607 shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. In addition to these potentially dilutive shares as of December 31, 2014 were an additional 6,666,667 reserved shares underlying the July 23, 2014 Exchange and Right to Shares Agreement with Cape One Master Fund II LLP further described in Note 2 below. | ||||||||||
The reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) calculation was as follows for the year ended December 31, 2014: | ||||||||||
Numerator: | ||||||||||
Net income | $ | 2,681,747 | ||||||||
Adjustment for interest expense on convertible notes | 60,229 | |||||||||
Net income, adjusted | $ | 2,741,976 | ||||||||
Denominator: | ||||||||||
Weighted-average shares used to compute basic EPS | 1,995,172 | |||||||||
Effect of dilutive securities: | ||||||||||
Dilutive warrants | 185,934 | |||||||||
Convertible debt and registration rights liability | 5,388,741 | |||||||||
Convertible preferred B shares | 2,667 | |||||||||
Dilutive potential common shares | 5,577,342 | |||||||||
Weighted average shares used to compute diluted EPS | 7,572,514 | |||||||||
The potentially dilutive shares have been limited by certain debt and equity agreements with 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. These limitations have not been taken into account in the calculation of diluted earnings per share for the year ended December 31, 2014. | ||||||||||
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’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. 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. | ||||||||||
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 | ||||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard in the first quarter of 2014 did not have a material impact on the Company’s consolidated financial position and results of operations. | ||||||||||
In May 2014, the FASB issued ASU 2014-09,”Revenue from Contracts with Customers”, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. | ||||||||||
In August 2014, the FASB issued ASU 2014-15, ”Presentation of Financial Statements – Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity will be required to provide certain disclosures if conditions of events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2014-15 on our consolidated financial statements and have not yet determined when we will adopt the standard. | ||||||||||
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, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt Disclosure [Text Block] | 2. NOTES PAYABLE | |||||||
Notes payable as of December 31, 2014 and 2013, respectively consisted of the following: | ||||||||
Notes Payable | 2014 | 2013 | ||||||
Senior Secured Convertible Notes | $ | 441,988 | $ | 3,124,403 | ||||
Senior Secured Promissory Notes | 398,938 | 692,922 | ||||||
Subordinated Secured Convertible Note | - | 271,100 | ||||||
2014 Convertible Promissory Notes | 694,020 | - | ||||||
Total | $ | 1,534,946 | $ | 4,088,425 | ||||
Senior Secured Convertible Notes and Senior Secured Promissory Notes | ||||||||
As of December 31, 2014, Notes payable on the balance sheet includes $840,926 ($3,817,325 at December 31, 2013) for senior secured convertible and non-convertible senior secured promissory notes. The conversion rate for principal and accrued interest on Senior Secured Convertible Notes is 75% of the lowest volume weighted average price (VWAP) of the Company’s common stock for the 1, 5 or 10 days immediately prior to the conversion. The Company has defaulted on certain provisions of the notes. The Company has obtained a waiver of default on the outstanding principal through June 30, 2015. As a condition of this forbearance the interest rate on these notes has been increased to 18%. | ||||||||
2014 Senior Secured Promissory Notes | ||||||||
During 2014 the Company entered into various Senior Secured Convertible Promissory Notes aggregating $694,020. The 2014 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. These notes are convertible into shares of the Company’s common stock at a conversion price of $0.30 per share and are subject to adjustment in the event of lower price issuances, subject to customary exceptions. The Company may prepay any amount due under the notes prior to the maturity date. The notes are subject to certain events of default which would cause all amounts due to become immediately payable. The Company is prohibited from effecting the conversion of the notes to the extent that as a result of such conversion, the note holders would beneficially own more than 4.99% of the issued and outstanding shares of the Company’s common stock. The proceeds from the 2014 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 Company has obtained a waiver of default on the outstanding principal through June 30, 2015 and bear an interest rate of 18% per annum as a condition of forbearance. | ||||||||
Subordinated Secured Convertible Note and Exchange and Right to Shares Agreement – Cape One Master Fund II LP | ||||||||
On July 23, 2014, the Company and Cape One Master Fund II LLP agreed to exchange the Subordinated Secured Convertible Note and related accrued and unpaid interest totaling a combined $379,624 in exchange for 6,666,667 reserved shares of the Company’s common stock. The Company and Cape One agreed that a beneficial ownership limitation of 4.99% shall be maintained at all times as to the number of the shares of the common stock outstanding immediately after giving effect to the issuance of the common stock issuable under this agreement. Cape One also agreed to a Lockup provision in the agreement that specifies that Cape One will not sell, transfer or hypothecate any of the reserved shares until Alpha Capital Anstalt has received $3,500,000 from the proceeds of sales of shares obtained upon conversion of notes issued by the Company and held by Alpha as of the date of this agreement. Upon expiration of the Lockup period, Cape One shall be allowed to sell the lesser of (i) 5% of the daily trading volume of the Company’s common stock or, (ii) 10% of the reserved shares in any calendar month. The Company estimated the total enterprise value based upon a combination of the trending of the firm value from December 2006 to December 2014, market comparables and the market value of the Company’s stock 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 these 6,666,667 rights and other securities in the Company’s capital structure. The fair value of these 6,666,667 share rights was estimated at $54,289 and the Company recognized a gain on extinguishment of debt of $325,335 during the quarter ended September 30, 2014 based on the excess of the value of the instruments settled over the estimated fair market value of the underlying share rights. | ||||||||
Payoff Agreement with Platinum Long Term Growth IV, LLC and Merit Consulting LLC | ||||||||
On June 26, 2014, the Company entered into a Payoff Agreement with two of its lenders (collectively referred to as “the holders”) where the holders agreed to surrender their outstanding promissory notes and debentures in the aggregate principal amount of $3,256,399 plus all accrued and unpaid interest amounting to $592,414 in consideration for an aggregate payment of $300,000. As further consideration, one of the lenders agreed to return its 2,587,674 shares of Series C Preferred Stock for cancellation. The Company reversed $70,165 in registration rights liabilities in connection with this Payoff Agreement. Effective upon the consummation of this Payoff Agreement, the Company had no further obligation to the holders pursuant to the terms of the preferred stock and the notes as defined in the Payoff Agreement. As a result of this Payoff Agreement, the Company recognized a gain on extinguishment of debt during the second quarter of 2014 in the amount of $3,747,273. | ||||||||
Bitcoin Promissory Notes | ||||||||
The Company established its subsidiary, Bitcoin Bidder, Inc. in June, 2014 for the sole purpose of bidding on bitcoins which had been seized by the FBI and were sold at auction June 27, 2014. In connection with this, the Company issued notes aggregating $2,150,000 under a Securities Purchase Agreement. Bitcoin Bidder, Inc. was not successful at the auction and $1,950,000 in borrowings was repaid to the lenders on June 30, 2014. The remaining $200,000 was repaid to the lenders in July, 2014 without any penalty or interest charges to NaturalNano. The Company dissolved Bitcoin Bidder, Inc. in 2014. | ||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 3. SEGMENT INFORMATION | ||||||||||||||||||
The Company's reportable segments are strategic business units that offer different products and services. The Company’s reportable segments are organized, managed and internally reported separately because each business requires different technology and marketing strategies. The Company currently has two operating segments, Nanotechnology and ViralProtec. A summary of the two segments is as follows: | |||||||||||||||||||
Nanotechnology | 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 and polymers, plastics and composites. | ||||||||||||||||||
ViralProtec | Distributor and reseller of personal protective equipment and supplies to protect medical workers from infection and contagious incidents. | ||||||||||||||||||
The accounting policies of the segments are the same as those described in the summary of significant accounting policies of the Company. The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein. For purposes of determining segment loss, corporate overhead is primarily included in NaturalNano, other than direct expense of ViralProtec. Approximate information concerning the Company’s operations by reportable segment as of and for the years ended December 31, 2014 and December 31, 2013 is as follows: | |||||||||||||||||||
Nanotechnology | ViralProtec | Consolidated | |||||||||||||||||
For the years ended | For the years ended | For the years ended | |||||||||||||||||
December 31, | December 31, | December 31, | December | December | December 31, | ||||||||||||||
2014 | 2013 | 2014 | 31, 2013 | 31, 2014 | 2013 | ||||||||||||||
Revenue | $ | 137,159 | $ | 147,362 | $ | 56,447 | - | $ | 193,606 | $ | 147,362 | ||||||||
Loss from operations | $ | -549,741 | $ | -619,106 | $ | -19,242 | - | $ | -568,983 | $ | -619,106 | ||||||||
Interest expense | 301,614 | 365,593 | - | - | 301,614 | 365,593 | |||||||||||||
Income (loss) on forgiveness /modification of debt | 4,107,646 | -10,346 | - | - | 4,107,646 | -10,346 | |||||||||||||
Income (loss) | $ | 2,700,989 | $ | -892,139 | $ | -19,242 | - | $ | 2,681,747 | $ | -892,139 | ||||||||
Assets | $ | 90,052 | $ | 43,492 | $ | 219,888 | - | $ | 309,940 | $ | 43,492 | ||||||||
Geographic Areas – The Company had no long-lived assets in any country other than the United States for any period presented. The Company had $9,300 in sales outside of the United States in 2014. | |||||||||||||||||||
Major Customers – During the years ended December 31, 2014 and 2013, the Company derived 92% and 79% respectively of its Nanotechnology revenue from one customer and 77% of the 2014 ViralProtec revenue from one customer. | |||||||||||||||||||
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 4. DERIVATIVE LIABILITIES | |||||||
For stock based derivative financial instruments, the Company estimated the total enterprise value based upon a combination of the trending of the firm value from December 2006 to December 2014, market comparables, and the market value of the Company’s stock, 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 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, 2014 and December 31, 2013 are as follows: | ||||||||
⋅ | The debt conversion feature embedded in the various Convertible Promissory Notes which contain 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.) | |||||||
⋅ | Derivative liabilities 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, 2014 and December 31, 2013. | |||||||
The fair value of the derivative liabilities as of December 31, 2014 and December 31, 2013 are as follows: | ||||||||
2014 | 2013 | |||||||
Derivative Instrument | ||||||||
Notes conversion feature liability | $ | 375,949 | $ | 21,991 | ||||
Warrant liability | 11,772 | 10,428 | ||||||
Total | $ | 387,721 | $ | 32,419 | ||||
Fair Value Valuation Hierarchy Measurement | ||||||||
FASB 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). | ||||||||
2014 | 2013 | |||||||
Fair value – beginning of year | $ | 32,419 | $ | 25,732 | ||||
Loss recognized | 355,302 | 6,687 | ||||||
Fair value – end of year | $ | 387,721 | $ | 32,419 | ||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | 5. 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: | ||||||||
2014 | 2013 | |||||||
Currently payable: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
Total currently payable | - | - | ||||||
Deferred: | ||||||||
Federal | -1,084,885 | -152,125 | ||||||
State | -17,832 | - | ||||||
Total deferred | -1,102,717 | -152,125 | ||||||
Less increase in valuation allowance | 1,102,717 | 152,125 | ||||||
Net deferred | - | - | ||||||
Total income taxes | $ | - | $ | - | ||||
Individual components of deferred taxes at December 31 are as follows: | ||||||||
2014 | 2013 | |||||||
Deferred tax assets | ||||||||
Net operating loss carry forwards | $ | 2,910,879 | $ | 4,401,295 | ||||
Equity issued for services | 1,298,831 | 1,262,862 | ||||||
Accrued compensation | 323,575 | - | ||||||
Other | 175,683 | 140,311 | ||||||
Total | 4,708,968 | 5,804,468 | ||||||
Less valuation allowance | -4,708,968 | -5,804,468 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
The Company has approximately $11,600,000 in federal net operating loss carry-forwards (“NOLs”) available to reduce future taxable income. These carry-forwards expire at various dates from 2024 through 2034. 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 FASB ASC 718, which are not included in the determination of the deferred tax asset above and will be recognized in accordance with FASB 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 historical equity instruments issued by the Company, a Section 382 ownership change may have occurred and a study will be required to determine the date of the ownership change, if any. 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 is not expected to have a material effect on the balance sheets or statements of operations of the Company. | ||||||||
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: | ||||||||
2014 | 2013 | |||||||
Statutory United States federal rate | 34 | % | 34 | % | ||||
Nontaxable gain on extinguishment of debt | -52.9 | - | ||||||
Nondeductible interest expense | 3.8 | -14 | ||||||
Reduction of net operating loss carryover from extinguishment of debt | 52.9 | - | ||||||
Change in valuation allowance | -41.1 | -17.2 | ||||||
Other | 3.3 | -2.8 | ||||||
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 | ||||
Unrecognized tax benefits balance at December 31 | $ | 760,000 | $ | 760,000 | ||||
At each of December 31, 2014 and 2013, 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, 2014 and 2013 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 2011 - 2014 generally remain open to examination by major taxing jurisdictions to which the Company is subject. | ||||||||
STOCKHOLDERS_DEFICIENCY
STOCKHOLDERS DEFICIENCY | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 6. STOCKHOLDERS DEFICIENCY | |||||||||||||||
As of December 31, 2014 the Company was authorized to issue up to 800,000,000 shares of common stock and 10,000,000 shares of preferred stock. | ||||||||||||||||
Preferred Stock Issuances | ||||||||||||||||
Series D Preferred Stock 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. | ||||||||||||||||
Series B and C Preferred Stock 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). 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 attributable to Series B and 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). | ||||||||||||||||
During 2014, Platinum elected to convert 269,592 shares of their Series C preferred shares into 143,782 common shares at the then prescribed conversion rate of 160 common shares per each Series C share. In connection with the June 27, 2014 Payoff Agreement (Note 2) all shares of the remaining Series C preferred shares were cancelled. | ||||||||||||||||
During 2013, Alpha elected to convert 137,500 shares of Series B preferred shares into 73,333 common shares at the then prescribed conversion rate of 160 common shares per each Series B share. Also during 2013, Platinum elected to convert 1,192,229 shares of their Series C preferred shares into 635,856 common shares at the then prescribed conversion rate of 160 common shares per each Series C share. | ||||||||||||||||
Common Stock Issuances | ||||||||||||||||
During 2014, the Company issued 100,000 common shares in satisfaction of $12,000 of interest obligations to lenders on convertible debt. | ||||||||||||||||
During 2013, the Company issued an aggregate of 756,274 common shares in satisfaction of $198,464 of interest obligations to lenders on convertible debt. Also during this period, the Company issued an aggregate of 71,667 shares of its common stock in satisfaction of $19,913 of principal obligations to lenders on convertible debt. | ||||||||||||||||
Warrants Grants | ||||||||||||||||
The Company has issued warrants to purchase shares of its common stock to certain consultants and debt holders. As of December 31, 2014 and 2013 respectively, there were common stock warrants outstanding to purchase an aggregate 545,294 and 394,110 shares of common stock. | ||||||||||||||||
During 2014, the Company granted a total of 160,000 warrants to certain consultants, the Company’s CEO and the Company’s independent board member. These warrants grant the right to purchase one share of common stock at an exercise price of $0.42 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 $105,501. 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 1.63% 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 date was $0.66 per share. The expiration date used in the valuation model aligns with the warrant life of five years as indicated in the agreements. The dividend yield was assumed to be zero. | ||||||||||||||||
During 2013, the Company granted a total of 380,000 warrants to certain consultants, the Company’s CEO and the Company’s independent board member. These warrants grant the right to purchase one share of common stock at an exercise price of $0.42 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 $335,982. 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. | ||||||||||||||||
A summary of the status of outstanding warrant plans is presented below: | ||||||||||||||||
2014 | 2013 | |||||||||||||||
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 | 394,110 | $ | 4.26 | 2.24 | 14,157 | $ | 111 | 3.33 | ||||||||
Granted during the year | 160,000 | $ | 0.42 | 380,000 | $ | 0.42 | ||||||||||
Cancelled or forfeited | -8,824 | $ | 127.5 | -47 | $ | 1,683.00 | ||||||||||
Warrants outstanding at end of year | 545,294 | $ | 1.13 | 5.9 | 394,110 | $ | 4.26 | 2.24 | ||||||||
Warrants exercisable at end of year | 545,294 | $ | 1.13 | 5.9 | 394,110 | $ | 4.26 | 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 years ended December 31, 2014 and 2013. No option grants were made in 2014 or 2013. | ||||||||||||||||
A summary of the status of outstanding incentive stock plans is presented below: | ||||||||||||||||
2014 | 2013 | |||||||||||||||
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 | 2,363 | $ | 921 | 3.53 | 2,410 | $ | 1,071.00 | 4 | ||||||||
Granted during the year | - | - | ||||||||||||||
Cancelled or forfeited | - | -47 | ||||||||||||||
Options outstanding at end of year | 2,363 | $ | 1,070.00 | 2.11 | 2,363 | $ | 921 | 3.53 | ||||||||
Options exercisable at end of year | 2,363 | $ | 1.11 | 2.11 | 2,363 | $ | 921 | 3.53 | ||||||||
As of December 31, 2014, the aggregate intrinsic value of the stock options outstanding and exercisable was $0. | ||||||||||||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Discontinued Operations and Disposal Groups [Abstract] | |||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 7. 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: | |||||
December | |||||
31, | |||||
2013 | |||||
Revenues from Medical Board business | $ | 14,750 | |||
Profit from Medical Board business | $ | 11,115 | |||
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 2013. | |||||
CREDITOR_CONCESSIONS
CREDITOR CONCESSIONS | 12 Months Ended |
Dec. 31, 2014 | |
Creditor Concessions Disclosure [Abstract] | |
Creditor Concessions Disclosure [Text Block] | 8. CREDITOR CONCESSIONS |
During the 2014 and 2013, 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 $75,037 and $19,664 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, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | 9. 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, 2014 and 2013. 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 $2,500 in rent expense was incurred for the fourth quarter of calendar year 2014 and $0 rent in 2013. | |
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, 2014. 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, 2014 | |
Reverse Stock Split [Abstract] | |
Reverse Stock Split [Text Block] | 10. REVERSE STOCK SPLIT |
On December 19, 2014, 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-300 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 November 4, 2014. As a result of the Reverse Stock Split, every three hundred 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 December 23, 2014. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. SUBSEQUENT EVENTS |
Debt and Warrant transactions subsequent to December 31, 2014 | |
On February 10, 2015, the Company issued an 8% convertible promissory notes in the amount of $30,500 to Alpha Capital. The notes bear interest at the rate of 8% per annum and are due and payable June 30, 2015. This note is convertible at $0.30 per share subject to adjustment in the event of lower price issuances, subject to customary exceptions. The Company may prepay any amount due under the notes prior to the maturity date. The notes are subject to certain events of default which would cause all amounts due to become immediately payable. The Company is prohibited from effecting the conversion of the notes to the extent that as a result of such conversion, the note holders would beneficially own more than 4.99% of the issued and outstanding shares of the Company’s common stock. | |
On February 10, 2015, the Company issued an 8% convertible promissory notes in the amount of $30,500 to Marlin Capital Investments, LLC. The notes bear interest at the rate of 8% per annum and are due and payable June 30, 2015. This note is convertible at $0.30 per share subject to adjustment in the event of lower price issuances, subject to customary exceptions. The Company may prepay any amount due under the notes prior to the maturity date. The notes are subject to certain events of default which would cause all amounts due to become immediately payable. The Company is prohibited from effecting the conversion of the notes to the extent that as a result of such conversion, the note holders would beneficially own more than 4.99% of the issued and outstanding shares of the Company’s common stock. | |
On February 15, 2015 the board of directors of the Company granted warrants to the following board members: James Wemett 200,000 warrants, Alexander Ruckdaschel 50,000 warrants and David Rector 50,000 warrants as consideration for board services provided to the Company. These grants provide for the right to purchase shares of common stock at an exercise price of $0.10 per share. The warrants were fully vested as of the grant date and contain a cashless exercise provision. | |
PRINCIPAL_BUSINESS_ACTIVITY_AN1
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
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. | ||||||||||
Business Description [Policy Text Block] | Description of the Business | |||||||||
Nanotechnology | ||||||||||
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. 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 and polymers, plastics and composites.. | ||||||||||
ViralProtec | ||||||||||
On November 5, 2014 the Company announced the new business line, ViralProtec, (www.viralprotec.com) a division of NaturalNano. ViralProtec, is a reseller for Ebola personal protective equipment (PPE) and ancillary supplies. Our mission is to provide personal protective equipment for caregivers for infectious patient care that meet or exceed CDC and WHO guidelines. ViralProtec was created in response of the public concern and publicity surrounding the risk to caregivers and other responders created by the Ebola virus. The Company will maintain inventory on hand for customers to order complete protection kits from a single source instead multiple sources. | ||||||||||
Liquidity Disclosure [Policy Text Block] | Liquidity and Going Concern | |||||||||
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. The Company generated net income for the year ended December 31, 2014 of $2,681,747 primarily from a non-cash gain on the extinguishment of debt, and had negative working capital of approximately $3,603,000 and a stockholders’ deficiency of approximately $4,164,000 at December 31, 2014. Since inception the Company’s growth has been funded through a combination of convertible and non-convertible debt from private investors and from cash advances from its former parent Technology Innovations, LLC. These factors, among others, may indicate that the Company will be unable 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 obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty. | ||||||||||
As December 31, 2014, 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 from the lenders. | ||||||||||
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. 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, 2014 and 2013 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. Inventory for 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. | ||||||||||
Property and equipment, at cost, consists of the following: | ||||||||||
2014 | 2013 | Useful Life | ||||||||
Lab equipment | $ | 564,234 | $ | 564,234 | 5 years | |||||
Leasehold Improvements | - | 118,120 | 3-15 years | |||||||
564,234 | 682,354 | |||||||||
Accumulated depreciation and amortization | -564,234 | -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. | ||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | |||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | ||||||||||
⋅ | 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 carrying amounts reported in the balance sheet of cash, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes payable approximates their carrying value as the terms of this debt reflects market conditions. The Company’s derivative liability was determined utilizing Level 3 inputs. | ||||||||||
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 2014 considering company specific factors including the changes in forward estimated revenues and market factors, market multiples for comparable companies, and the Company’s market share price, all equally weighted. 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 FASB 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 recognized upon shipment of ViralProtec orders and upon delivery of Pleximer™ and sample products. 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 (Expense) Income | |||||||||
During 2014, the Company recorded a $200,000 provision related to the uncertainty of future collection of the receivable due from MJ Enterprises. The Company continues to aggressively pursue the collection of this amount with all possible avenues for recovery. As the amount has now been past due, the Company provided for the potential non-recovery of the full amount outstanding. | ||||||||||
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] | 2013 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 to 800,000,000 shares of common stock. | ||||||||||
Earnings Per Share, Policy [Policy Text Block] | Income (Loss) Per Share | |||||||||
Basic income (loss) per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted income or 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 for the year ended December 31, 2013 as their effect is anti-dilutive based on the net loss incurred. | ||||||||||
As of December 31, 2014 and 2013 there were 7,851,283 and 5,593,607 shares, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. In addition to these potentially dilutive shares as of December 31, 2014 were an additional 6,666,667 reserved shares underlying the July 23, 2014 Exchange and Right to Shares Agreement with Cape One Master Fund II LLP further described in Note 2 below. | ||||||||||
The reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) calculation was as follows for the year ended December 31, 2014: | ||||||||||
Numerator: | ||||||||||
Net income | $ | 2,681,747 | ||||||||
Adjustment for interest expense on convertible notes | 60,229 | |||||||||
Net income, adjusted | $ | 2,741,976 | ||||||||
Denominator: | ||||||||||
Weighted-average shares used to compute basic EPS | 1,995,172 | |||||||||
Effect of dilutive securities: | ||||||||||
Dilutive warrants | 185,934 | |||||||||
Convertible debt and registration rights liability | 5,388,741 | |||||||||
Convertible preferred B shares | 2,667 | |||||||||
Dilutive potential common shares | 5,577,342 | |||||||||
Weighted average shares used to compute diluted EPS | 7,572,514 | |||||||||
The potentially dilutive shares have been limited by certain debt and equity agreements with 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. These limitations have not been taken into account in the calculation of diluted earnings per share for the year ended December 31, 2014. | ||||||||||
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’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. 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. | ||||||||||
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 | |||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard in the first quarter of 2014 did not have a material impact on the Company’s consolidated financial position and results of operations. | ||||||||||
In May 2014, the FASB issued ASU 2014-09,”Revenue from Contracts with Customers”, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. | ||||||||||
In August 2014, the FASB issued ASU 2014-15, ”Presentation of Financial Statements – Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity will be required to provide certain disclosures if conditions of events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2014-15 on our consolidated financial statements and have not yet determined when we will adopt the standard. | ||||||||||
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, 2014 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment, at cost, consists of the following: | |||||||||
2014 | 2013 | Useful Life | ||||||||
Lab equipment | $ | 564,234 | $ | 564,234 | 5 years | |||||
Leasehold Improvements | - | 118,120 | 3-15 years | |||||||
564,234 | 682,354 | |||||||||
Accumulated depreciation and amortization | -564,234 | -682,354 | ||||||||
Net property and equipment | $ | - | $ | - | ||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) calculation was as follows for the year ended December 31, 2014: | |||||||||
Numerator: | ||||||||||
Net income | $ | 2,681,747 | ||||||||
Adjustment for interest expense on convertible notes | 60,229 | |||||||||
Net income, adjusted | $ | 2,741,976 | ||||||||
Denominator: | ||||||||||
Weighted-average shares used to compute basic EPS | 1,995,172 | |||||||||
Effect of dilutive securities: | ||||||||||
Dilutive warrants | 185,934 | |||||||||
Convertible debt and registration rights liability | 5,388,741 | |||||||||
Convertible preferred B shares | 2,667 | |||||||||
Dilutive potential common shares | 5,577,342 | |||||||||
Weighted average shares used to compute diluted EPS | 7,572,514 | |||||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt [Table Text Block] | Notes payable as of December 31, 2014 and 2013, respectively consisted of the following: | |||||||
Notes Payable | 2014 | 2013 | ||||||
Senior Secured Convertible Notes | $ | 441,988 | $ | 3,124,403 | ||||
Senior Secured Promissory Notes | 398,938 | 692,922 | ||||||
Subordinated Secured Convertible Note | - | 271,100 | ||||||
2014 Convertible Promissory Notes | 694,020 | - | ||||||
Total | $ | 1,534,946 | $ | 4,088,425 | ||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Approximate information concerning the Company’s operations by reportable segment as of and for the years ended December 31, 2014 and December 31, 2013 is as follows: | ||||||||||||||||||
Nanotechnology | ViralProtec | Consolidated | |||||||||||||||||
For the years ended | For the years ended | For the years ended | |||||||||||||||||
December 31, | December 31, | December 31, | December | December | December 31, | ||||||||||||||
2014 | 2013 | 2014 | 31, 2013 | 31, 2014 | 2013 | ||||||||||||||
Revenue | $ | 137,159 | $ | 147,362 | $ | 56,447 | - | $ | 193,606 | $ | 147,362 | ||||||||
Loss from operations | $ | -549,741 | $ | -619,106 | $ | -19,242 | - | $ | -568,983 | $ | -619,106 | ||||||||
Interest expense | 301,614 | 365,593 | - | - | 301,614 | 365,593 | |||||||||||||
Income (loss) on forgiveness /modification of debt | 4,107,646 | -10,346 | - | - | 4,107,646 | -10,346 | |||||||||||||
Income (loss) | $ | 2,700,989 | $ | -892,139 | $ | -19,242 | - | $ | 2,681,747 | $ | -892,139 | ||||||||
Assets | $ | 90,052 | $ | 43,492 | $ | 219,888 | - | $ | 309,940 | $ | 43,492 | ||||||||
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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, 2014 and December 31, 2013 are as follows: | |||||||
2014 | 2013 | |||||||
Derivative Instrument | ||||||||
Notes conversion feature liability | $ | 375,949 | $ | 21,991 | ||||
Warrant liability | 11,772 | 10,428 | ||||||
Total | $ | 387,721 | $ | 32,419 | ||||
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). | |||||||
2014 | 2013 | |||||||
Fair value – beginning of year | $ | 32,419 | $ | 25,732 | ||||
Loss recognized | 355,302 | 6,687 | ||||||
Fair value – end of year | $ | 387,721 | $ | 32,419 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The benefit for income taxes consists of the following: | |||||||
2014 | 2013 | |||||||
Currently payable: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
Total currently payable | - | - | ||||||
Deferred: | ||||||||
Federal | -1,084,885 | -152,125 | ||||||
State | -17,832 | - | ||||||
Total deferred | -1,102,717 | -152,125 | ||||||
Less increase in valuation allowance | 1,102,717 | 152,125 | ||||||
Net deferred | - | - | ||||||
Total income taxes | $ | - | $ | - | ||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Individual components of deferred taxes at December 31 are as follows: | |||||||
2014 | 2013 | |||||||
Deferred tax assets | ||||||||
Net operating loss carry forwards | $ | 2,910,879 | $ | 4,401,295 | ||||
Equity issued for services | 1,298,831 | 1,262,862 | ||||||
Accrued compensation | 323,575 | - | ||||||
Other | 175,683 | 140,311 | ||||||
Total | 4,708,968 | 5,804,468 | ||||||
Less valuation allowance | -4,708,968 | -5,804,468 | ||||||
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: | |||||||
2014 | 2013 | |||||||
Statutory United States federal rate | 34 | % | 34 | % | ||||
Nontaxable gain on extinguishment of debt | -52.9 | - | ||||||
Nondeductible interest expense | 3.8 | -14 | ||||||
Reduction of net operating loss carryover from extinguishment of debt | 52.9 | - | ||||||
Change in valuation allowance | -41.1 | -17.2 | ||||||
Other | 3.3 | -2.8 | ||||||
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 | ||||
Unrecognized tax benefits balance at December 31 | $ | 760,000 | $ | 760,000 | ||||
STOCKHOLDERS_DEFICIENCY_Tables
STOCKHOLDERS DEFICIENCY (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||
Class Of Warrant Outstanding [Table Text Block] | A summary of the status of outstanding warrant plans is presented below: | |||||||||||||||
2014 | 2013 | |||||||||||||||
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 | 394,110 | $ | 4.26 | 2.24 | 14,157 | $ | 111 | 3.33 | ||||||||
Granted during the year | 160,000 | $ | 0.42 | 380,000 | $ | 0.42 | ||||||||||
Cancelled or forfeited | -8,824 | $ | 127.5 | -47 | $ | 1,683.00 | ||||||||||
Warrants outstanding at end of year | 545,294 | $ | 1.13 | 5.9 | 394,110 | $ | 4.26 | 2.24 | ||||||||
Warrants exercisable at end of year | 545,294 | $ | 1.13 | 5.9 | 394,110 | $ | 4.26 | 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: | |||||||||||||||
2014 | 2013 | |||||||||||||||
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 | 2,363 | $ | 921 | 3.53 | 2,410 | $ | 1,071.00 | 4 | ||||||||
Granted during the year | - | - | ||||||||||||||
Cancelled or forfeited | - | -47 | ||||||||||||||
Options outstanding at end of year | 2,363 | $ | 1,070.00 | 2.11 | 2,363 | $ | 921 | 3.53 | ||||||||
Options exercisable at end of year | 2,363 | $ | 1.11 | 2.11 | 2,363 | $ | 921 | 3.53 | ||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Discontinued Operations and Disposal Groups [Abstract] | |||||
Schedule of disposal groups including discontinued operations income statement disclosures table text block [Table Text Block] | The results of discontinued operations are as follows: | ||||
December | |||||
31, | |||||
2013 | |||||
Revenues from Medical Board business | $ | 14,750 | |||
Profit from Medical Board business | $ | 11,115 | |||
PRINCIPAL_BUSINESS_ACTIVITY_AN3
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $564,234 | $682,354 |
Accumulated depreciation and amortization | -564,234 | -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 | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years |
PRINCIPAL_BUSINESS_ACTIVITY_AN4
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | ||
Net income | $2,681,747 | ($892,139) |
Adjustment for interest expense on convertible notes | 60,229 | |
Net income, adjusted | $2,741,976 | |
Denominator: | ||
Weighted-average shares used to compute basic EPS | 1,995,172 | 972,283 |
Effect of dilutive securities: | ||
Dilutive warrants | 185,934 | |
Convertible debt and registration rights liability | 5,388,741 | |
Convertible preferred B shares | 2,667 | |
Dilutive potential common shares | 5,577,342 | |
Weighted average shares used to compute diluted EPS | 7,572,514 |
PRINCIPAL_BUSINESS_ACTIVITY_AN5
PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 23, 2014 | Jul. 01, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | |||||
Net loss attributable to controlling interest | $2,681,747 | ($892,139) | |||
Working Capital Deficit | 3,603,000 | ||||
Total stockholders' deficiency | -4,164,079 | -6,571,265 | -6,143,614 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 5,577,342 | ||||
Stock Conversion Limit Percentage | 4.99% | ||||
Increase (Decrease) in Deferred Revenue | 0 | -70,000 | |||
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||
Provision for Doubtful Accounts | $200,000 | $0 | |||
Options And Securities [Member] | |||||
Accounting Policies [Line Items] | |||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 7,851,283 | 5,593,607 | |||
Cape One Master Fund II LLP [Member] | |||||
Accounting Policies [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares | 6,666,667 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Payable [Line Items] | ||
Notes payable, Total | $1,534,946 | $4,088,425 |
Senior Secured Convertible Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Total | 441,988 | 3,124,403 |
Senior Secured Promissory Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Total | 398,938 | 692,922 |
Subordinated Secured Convertible Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Total | 0 | 271,100 |
2014 Convertible Promissory Notes [Member] | ||
Notes Payable [Line Items] | ||
Notes payable, Total | $694,020 | $0 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 23, 2014 | Jun. 26, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | |
Notes Payable [Line Items] | |||||||
Notes Payable, Total | $1,534,946 | $4,088,425 | |||||
Gains (Losses) on Extinguishment of Debt, Total | 4,107,646 | -10,346 | |||||
Rights Not Settleable in Cash Fair Value Disclosure | 559,289 | 0 | |||||
Cape One Master Fund II LLP [Member] | |||||||
Notes Payable [Line Items] | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares | 6,666,667 | ||||||
Platinum Long Term Growth IV LLC And Merit Consulting LLC [Member] | |||||||
Notes Payable [Line Items] | |||||||
Notes Payable, Total | 3,256,399 | ||||||
Interest Payable | 592,414 | ||||||
Reversal Of Registration Rights Liabilities | 70,165 | ||||||
Gains (Losses) on Extinguishment of Debt, Total | 3,747,273 | ||||||
Payment of Financing and Stock Issuance Costs | 300,000 | ||||||
Platinum Long Term Growth IV LLC And Merit Consulting LLC [Member] | Series C Preferred Stock [Member] | |||||||
Notes Payable [Line Items] | |||||||
Number Of Shares Redemption For Cancellation | 2,587,674 | ||||||
Bitcoin Bidder Inc [Member] | |||||||
Notes Payable [Line Items] | |||||||
Proceeds from Notes Payable | 2,150,000 | ||||||
Repayments of Notes Payable | 200,000 | 1,950,000 | |||||
Senior Secured Convertible Promissory Notes [Member] | |||||||
Notes Payable [Line Items] | |||||||
Notes Payable, Total | 840,926 | 3,817,325 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 75.00% | ||||||
Senior Convertible Promissory Notes 2014 [Member] | |||||||
Notes Payable [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price | $0.30 | ||||||
Stock Issued During Period, Value, New Issues | 694,020 | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 4.99% | ||||||
Senior Convertible Promissory Notes 2014 [Member] | Scenario, Forecast [Member] | |||||||
Notes Payable [Line Items] | |||||||
Debt Instrument For Bearance Interest Rate Percentage | 18.00% | ||||||
Subordinated Secured Convertible Notes [Member] | |||||||
Notes Payable [Line Items] | |||||||
Notes Payable, Total | 0 | 271,100 | |||||
Subordinated Secured Convertible Notes [Member] | Cape One Master Fund II LLP [Member] | |||||||
Notes Payable [Line Items] | |||||||
Notes Payable, Total | 379,624 | ||||||
Gains (Losses) on Extinguishment of Debt, Total | 325,335 | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 4.99% | ||||||
Proceeds Receivable From Sale Of Shares Obtained | 3,500,000 | ||||||
Rights Not Settleable in Cash Fair Value Disclosure | 54,289 | ||||||
Sale of Shares Obtained Description | Upon expiration of the Lockup period, Cape One shall be allowed to sell the lesser of (i) 5% of the daily trading volume of the Companys common stock or, (ii) 10% of the reserved shares in any calendar month. |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||
Revenue | $193,606 | $147,362 |
Loss from operations | -568,983 | -619,106 |
Interest expense | 301,614 | 365,593 |
Income (loss) on forgiveness /modification of debt | 4,107,646 | -10,346 |
Income (loss) | 2,681,747 | -892,075 |
Assets | 309,940 | 43,492 |
Nanotechnology Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 137,159 | 147,362 |
Loss from operations | -549,741 | -619,106 |
Interest expense | 301,614 | 365,593 |
Income (loss) on forgiveness /modification of debt | 4,107,646 | -10,346 |
Income (loss) | 2,700,989 | -892,139 |
Assets | 90,052 | 43,492 |
ViralProtec Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 56,447 | 0 |
Loss from operations | -19,242 | 0 |
Interest expense | 0 | 0 |
Income (loss) on forgiveness /modification of debt | 0 | 0 |
Income (loss) | -19,242 | 0 |
Assets | $219,888 | $0 |
SEGMENT_INFORMATION_Details_Te
SEGMENT INFORMATION (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||
Revenue, Net, Total | $193,606 | $147,362 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Revenue, Net, Total | 9,300 | |
Nanotechnology Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, Net, Total | 137,159 | 147,362 |
Nanotechnology Segment [Member] | Sales Revenue, Net [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration Risk, Percentage | 92.00% | 79.00% |
ViralProtec Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, Net, Total | $56,447 | $0 |
ViralProtec Segment [Member] | Sales Revenue, Net [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration Risk, Percentage | 77.00% |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative [Line Items] | |||
Notes conversion feature liability | $375,949 | $21,991 | |
Derivative Liability, Fair Value, Net | 387,721 | 32,419 | 25,732 |
Warrant liability [Member] | |||
Derivative [Line Items] | |||
Derivative Liability, Fair Value, Net | $11,772 | $10,428 |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||
Fair value - beginning of year | $32,419 | $25,732 |
Loss recognized | -355,302 | -6,688 |
Fair value - end of year | $387,721 | $32,419 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Currently payable: | ||
Currently payable: | $0 | $0 |
State | 0 | 0 |
Total currently payable | 0 | 0 |
Deferred: | ||
Federal | -1,084,885 | -152,125 |
State | -17,832 | 0 |
Total deferred | -1,102,717 | -152,125 |
Less increase in valuation allowance | 1,102,717 | 152,125 |
Net deferred | 0 | 0 |
Total income taxes | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets | ||
Net operating loss carry forwards | $2,910,879 | $4,401,295 |
Equity issued for services | 1,298,831 | 1,262,862 |
Accrued compensation | 323,575 | 0 |
Other | 175,683 | 140,311 |
Total | 4,708,968 | 5,804,468 |
Less valuation allowance | -4,708,968 | -5,804,468 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statutory United States federal rate | 34.00% | 34.00% |
Nontaxable gain on extinguishment of debt | -52.90% | 0.00% |
Reduction of net operating loss carryover from extinguishment of debt | 52.90% | 0.00% |
Nondeductible interest expense | 3.80% | -14.00% |
Change in valuation allowance | -41.10% | -17.20% |
Other | 3.30% | -2.80% |
Effective tax rate | 0.00% | 0.00% |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Unrecognized tax benefits balance at January 1 | $760,000 | $760,000 |
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, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $11,600,000 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 840,000 | |
Operating Carry Forward Loss Expiration Date | 2024 through 2034 | |
Unrecognized Tax Benefits | $760,000 | $760,000 |
STOCKHOLDERS_DEFICIENCY_Detail
STOCKHOLDERS DEFICIENCY (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Outstanding at beginning of year | 394,110 | 14,157 |
Shares, Granted during the year | 160,000 | 380,000 |
Shares, Cancelled or forfeited | -8,824 | -47 |
Shares, Outstanding at end of year | 545,294 | 394,110 |
Shares, Exercisable at end of year | 545,294 | 394,110 |
Weighted Average Exercise Price, Outstanding at beginning of year | $4.26 | $111 |
Weighted Average Excercise Price, Granted | $0.42 | $0.42 |
Weighted Average Exercise Price Cancelled or forfeited | $127.50 | $1,683 |
Weighted Average Exercise Price, Outstanding at end of year | $1.13 | $4.26 |
Weighted Average Exercise Price, Exercisable at end of year | $1.13 | $4.26 |
Weighted Average Remaining Life-years, Outstanding at beginning of year (in years) | 2 years 2 months 26 days | 3 years 3 months 29 days |
Weighted Average Remaining Life years, Exercisable at end of year (in years) | 5 years 10 months 24 days | 2 years 2 months 26 days |
Weighted Average Remaining Life-years, Outstanding at end of year (in years) | 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 | 2,363 | 2,410 |
Shares, Granted during the year | 0 | 0 |
Shares, Cancelled or forfeited | 0 | -47 |
Shares, Outstanding at end of year | 2,363 | 2,363 |
Shares, Exercisable at end of year | 2,363 | 2,363 |
Weighted Average Exercise Price, Outstanding at beginning of year | $921 | $1,071 |
Weighted Average Exercise Price, Outstanding at end of year | $1,070 | $921 |
Weighted Average Exercise Price, Exercisable at end of year | $1.11 | $921 |
Weighted Average Remaining Life-years, Outstanding at beginning of year (in years) | 3 years 6 months 11 days | 4 years |
Weighted Average Remaining Life years, Exercisable at end of year (in years) | 2 years 1 month 10 days | 3 years 6 months 11 days |
Weighted Average Remaining Life-years, Outstanding at end of year (in years) | 2 years 1 month 10 days | 3 years 6 months 11 days |
STOCKHOLDERS_DEFICIENCY_Detail1
STOCKHOLDERS DEFICIENCY (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 10, 2013 | Jul. 01, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||
Common Stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | ||
Class of Warrant or Right, Outstanding | 545,294 | 394,110 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $0 | |||
Employee Benefits and Share-based Compensation | 0 | 0 | ||
Warrant [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
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, Exercise Price | $0.42 | $0.42 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 160,000 | 380,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 105,501 | 335,982 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 289.00% | 289.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.63% | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price | $0.66 | |||
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, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $0.00 | |||
Convertible Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock Issued During Period, Shares, Settlement Of Interest Obligations | 100,000 | 756,274 | ||
Series B and Series C Convertible Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Units | 160 | |||
Excess Of Debt Instrument Conversion Percentage | 4.99% | |||
Incentive Stock Plan 2005 [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | 823,529 | |||
Incentive Stock Plan 2007 [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | 1,000,000 | |||
Incentive Stock Plan 2008 [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | 47,058,824 | |||
Incentive Stock Plan 2009 [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | 1,176,471 | |||
Incentive Stock Plan 2011 [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | 1,470,588 | |||
Incentive Stock Plan 2012 [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Share Based Compensation Shares Authorized Under Stock Option Plans Granted Awards | 1,764,706 | |||
Series D Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 51.00% | |||
Stock Issued During Period, Shares, New Issues | 100 | |||
Series C Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Excess Of Debt Instrument Conversion Percentage | 0.00% | |||
Platinum Partners Long Term Growth IV [Member] | Series C Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock Issued During Period, Shares, Conversion Of Convertible Securities | 143,782 | 635,856 | ||
Stock Issued During Period, Shares, Conversion of Units | 160 | 160 | ||
Conversion of Stock, Shares Converted | 269,592 | 1,192,229 | ||
Alpha Capital [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock Issued During Period, Value, Settlement Of Interest Obligations | 12,000 | 198,464 | ||
Debt Conversion, Converted Instrument, Shares Issued | 71,667 | |||
Debt Conversion, Converted Instrument, Amount | $19,913 | |||
Alpha Capital [Member] | Series B Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Stock Issued During Period, Shares, Conversion Of Convertible Securities | 73,333 | |||
Stock Issued During Period, Shares, Conversion of Units | 160 | |||
Conversion of Stock, Shares Converted | 137,500 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (Medical Board business [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Medical Board business [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Revenues from Medical Board business | $14,750 |
Profit from Medical Board business | $11,115 |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations [Line Items] | ||
Loss On Writeoff Of Discontinued Operation | $0 | $11,179 |
CREDITOR_CONCESSIONS_Details_T
CREDITOR CONCESSIONS (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Creditor Concessions [Line Items] | ||
Due to Related Parties, Current | $75,037 | $19,664 |
COMMITMENTS_AND_LEASE_OBLIGATI1
COMMITMENTS AND LEASE OBLIGATIONS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 24, 2009 | |
acre | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss Contingency, Estimate of Possible Loss | $331,265 | |||||
Operating Leases, Rent Expense | 2,500 | 0 | ||||
Stock Issued During Period Shares For Deferred Compensation | 54,691 | |||||
Property In Rochester [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Area Of Land Leased For Laboratory Space | 9,200 | |||||
Operating Leases, Rent Expense, Net | 2,000 | |||||
Operating Leases, Rent Expense | $24,000 | $24,000 |
REVERSE_STOCK_SPLIT_Details_Te
REVERSE STOCK SPLIT (Details Textual) | 12 Months Ended |
Dec. 31, 2014 | |
Class of Stock [Line Items] | |
Stockholders' Equity, Reverse Stock Split | 1-for-300 reverse stock split of its common stock |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 0 Months Ended | |
Feb. 15, 2015 | Feb. 10, 2015 | |
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.10 | |
Alpha Capital [Member] | ||
Subsequent Event [Line Items] | ||
Convertible Debt | $30,500 | |
Debt Instrument, Convertible, Terms Of Conversion Feature | The notes bear interest at the rate of 8% per annum and are due and payable June 30, 2015. This note is convertible at $0.30 per share subject to adjustment in the event of lower price issuances, subject to customary exceptions. The Company may prepay any amount due under the notes prior to the maturity date. The notes are subject to certain events of default which would cause all amounts due to become immediately payable. The Company is prohibited from effecting the conversion of the notes to the extent that as a result of such conversion, the note holders would beneficially own more than 4.99% of the issued and outstanding shares of the Companys common stock. | |
Marlin Capital Investments [Member] | ||
Subsequent Event [Line Items] | ||
Convertible Debt | $30,500 | |
Debt Instrument, Convertible, Terms Of Conversion Feature | The notes bear interest at the rate of 8% per annum and are due and payable June 30, 2015. This note is convertible at $0.30 per share subject to adjustment in the event of lower price issuances, subject to customary exceptions. The Company may prepay any amount due under the notes prior to the maturity date. The notes are subject to certain events of default which would cause all amounts due to become immediately payable. The Company is prohibited from effecting the conversion of the notes to the extent that as a result of such conversion, the note holders would beneficially own more than 4.99% of the issued and outstanding shares of the Companys common stock. | |
James Wemett [Member] | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 200,000 | |
Alexander Ruckdaschel [Member] | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | |
David Rector [Member] | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 |