Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Entity Registrant Name | FLEXPOINT SENSOR SYSTEMS INC | |
Entity Central Index Key | 925660 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 58,827,114 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $8,901 | $18,307 |
Accounts receivable, net of allowance for bad debts of $2,601 and $2,601 | 57,928 | 79,048 |
Notes Receivable | 29,313 | 29,313 |
Deposits and prepaid expenses | 11,904 | 11,889 |
Total Current Assets | 108,046 | 138,557 |
Long-Term Deposits | 6,550 | 6,550 |
Property and Equipment, net of accumulated depreciation of $586,394 and $586,394 | ||
Patents and Proprietary Technology, net of accumulated amortization of $717,299 and $691,714 | 252,915 | 278,500 |
Goodwill | 4,896,917 | 4,896,917 |
Total Assets | 5,264,428 | 5,320,524 |
Current Liabilities | ||
Accounts payable | 183,202 | 189,078 |
Accounts payable - related party | 2,273 | 712 |
Accrued liabilities | 505,135 | 568,627 |
Deferred revenue | ||
Convertible notes payable, net of discount of $847,374 and $139,603 | 41,674 | 865,397 |
Convertible notes payable - related party | 40,000 | 40,000 |
Total Liabilities | 772,284 | 1,663,814 |
Stockholders' Equity | ||
Preferred stock - $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | ||
Common stock - $0.001 par value; 100,000,000 shares authorized; 58,827,114 shares and 53,377,114 shares issued and outstanding | 58,827 | 53,377 |
Additional paid-in capital | 26,299,598 | 24,990,927 |
Accumulated deficit | -21,866,281 | -21,387,594 |
Total Stockholders' Equity | 4,492,144 | 3,656,710 |
Total Liabilities and Stockholders' Equity | $5,264,428 | $5,320,524 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Accounts receivable, allowance for bad debts | $2,601 | $2,601 |
Property and Equipment, accumulated depreciation | 586,394 | 586,394 |
Patents and Proprietary Technology, accumulated amortization | 717,299 | 691,714 |
Convertible notes payable, discount | $847,374 | $139,603 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,827,114 | 53,377,114 |
Common stock, shares outstanding | 58,827,114 | 53,377,114 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Engineering, Contract and Testing Revenue | $32,000 | $53,351 |
Operating Costs and Expenses | ||
Amortization of patents and proprietary technology | 25,585 | 26,477 |
Cost of revenue | 2,827 | 2,164 |
Administrative and marketing expense | 161,707 | 180,248 |
Research and development expense | 66,420 | 64,268 |
Total Operating Costs and Expenses | 256,539 | 273,157 |
Other Income (Expense) | ||
Interest expense | -141,538 | -25,155 |
Interest income | 15 | 10 |
Gain on conversion of notes | 55,661 | |
Loss on extinguishment of debt | -168,286 | |
Net Other Income (Expense) | -254,148 | -25,145 |
Net Loss | ($478,687) | ($244,951) |
Basic and Diluted Loss Per Common Share | ($0.01) | $0 |
Basic and Diluted Weighted-Average Common Shares Outstanding | 57,864,114 | 53,377,114 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | ($478,687) | ($244,951) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 18,804 | |
Amortization of patents and proprietary technology | 25,585 | 26,477 |
Amortization of discount on note payable | 110,872 | 9,966 |
Loss on extinguishment of debt | 168,286 | |
(Gain)/loss on conversion of notes payable to common stock | -55,661 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 21,120 | -23,787 |
Inventory | 843 | |
Deposits and prepaid expenses | -15 | -10 |
Accounts payable | -5,876 | 1,280 |
Accounts payable - related parties | 1,561 | 1,291 |
Accrued liabilities | 83,409 | 84,304 |
Deferred revenue | -10,000 | |
Net Cash Used in Operating Activities | -129,406 | -135,783 |
Cash Flows from Investing Activities: | ||
Net Cash Used in Investing Activities | ||
Cash Flows from Financing Activities: | ||
Proceeds from borrowings under convertible note payable | 120,000 | 120,000 |
Net Cash Provided by Financing Activities | 120,000 | 120,000 |
Net Change in Cash and Cash Equivalents | -9,406 | -15,783 |
Cash and Cash Equivalents at Beginning of Period | 18,307 | 35,221 |
Cash and Cash Equivalents at End of Period | 8,901 | 19,438 |
Supplemental Cash Flow Information: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Supplemental Disclosure on Noncash Investing and Financing Activities | ||
Common stock issued for debt conversion | 305,073 | |
Convertible notes issued and debt discount relieved in debt extinguishment | 1,079,453 | |
Beneficial conversion feature on convertible notes payable | $1,009,048 | $10,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Condensed Consolidated Interim Financial Statements – The accompanying unaudited condensed consolidated financial statements include the accounts of Flexpoint Sensor Systems, Inc. and its subsidiaries (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Flexpoint Sensor Systems, Inc. and subsidiaries for the year ended December 31, 2014 included in the Company's Form 10-K filed with the Securities and Exchange Commission on March 30, 2015. In particular, the Company's significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. | |
Nature of Operations – The Company is located near Salt Lake City, in Draper, Utah and is a company engaged principally in designing, engineering, and manufacturing sensor technology products and equipment using Bend Sensors® flexible potentiometer technology. The Company suffered losses of $478,687 and $244,951 and used cash in operating activities of $129,406 and $135,783 during the three months ended March 31, 2015 and 2014, respectively. Through March 31, 2015, the Company had an accumulated deficit of $21,866,281. The Company has not earned any appreciable revenue. These matters raise doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
From 2008 through 2014, the Company raised $3,931,391 in additional capital, including accrued interest, through the issuance of long and short-term notes to various entities, including related parties. All of the notes had an annual interest rate of 10% to 12% and were secured by the Company's business equipment. The notes also had a conversion feature for restricted common shares ranging from $.05 to $.25 per share with maturity dates from March 31, 2008 to December 31, 2013. Prior to December 31, 2012 all but $327,525 of the convertible notes were converted to an aggregate of 13,210,663 shares of the Company's restricted common stock at an average share price of about $.17 per share. On December 31, 2013, the Company converted an additional 3,750,000 restricted common shares at $.08 per share and retired $287,525 in debt plus all accrued interest. | |
On January 12, 2015, the Company converted $165,000 in convertible notes plus $34,605 in accrued and unpaid interest, to 2,800,000 shares of restricted common stock at an average conversion price of $0.07 per share. | |
On January 20, 2015, the Company converted $135,000 in convertible notes plus $26,129 in accrued and unpaid interest, to 2,650,000 shares of restricted common stock at an average conversion price of $0.06 per share. | |
During the three months ending March 31, 2015, the Company has raised an additional $120,000 in operating capital through the issuance of short-term notes to Capital Communications LLC. The notes have an annual interest rate of 10% and a default rate of 15% annually. The notes are secured by the Company's business equipment and have a conversion feature for restricted common shares at $.05 per share with a maturity date of July 15, 2015. | |
On March 13, 2015, the Board of Directors approved the consolidation of $225,000 in convertible notes plus $40,714 in interest accrued and unpaid, to a new note dated March 13, 2015 in the amount of $257,103. In addition, the Board approved the consolidation of $600,000 in convertible notes, and $45,452 in accrued and unpaid interest, to a new note dated March 31, 2015, in the amount of $631,945. Both notes bear interest at the rate of ten percent (10%) and have maturity dates on March 31, 2016. Under Accounting Standards Codification (“ACS”) 470 the conversion of the notes and the extension of the term are accounted for as an extinguishment of debt and requires a valuation be performed on the new notes issued. That calculation resulted in a loss on extinguishment of debt of $168,286 and beneficial conversion charge of $889,048, which will be amortized over the term of the notes. | |
Cash and Cash Equivalents – Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less. The cash and equivalents of $8,901 at March 31, 2015 and $18,307 at December 31, 2014 represent cash on deposit in various bank accounts with a financial institution. | |
Fair Value of Financial Instruments - The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates that approximate current market rates. | |
Accounts Receivable – Trade accounts receivable are recorded at the time product is shipped or services are provided, including any shipping and handling fees. Due to the limited amount of transactions, collectability of the trade receivables is reasonably assured; however, the Company has created an allowance for doubtful accounts to provide for any bad debts experienced. | |
Most contracts associated with design and development engineering require a deposit of up to 50% of the quoted price of the initial phase of such contracts prior to the commencement of work. As the Company completes each phase or milestone of such a contract, additional funding is normally required from the customer. These deposits are considered deferred income until each phase or milestone is completed and accepted by the customer, at which time the agreed upon price for that particular phase of the contract is billed to the customer and the deposit applied. As the Company's revenues and customer base increase, our allowance policy will be reviewed to insure it adequately provides for uncollectible accounts. | |
Inventories – Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. Inventories consist of raw materials. | |
Property and Equipment – Property and equipment are stated at cost. Additions and major improvements are capitalized while maintenance and repairs are charged to operations. Upon trade-in, sale, or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. | |
Valuation of Long-lived Assets – The carrying values of the Company's long-lived assets are reviewed for impairment quarterly and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. The Company's analysis did not indicate any impairment of assets as of March 31, 2015. | |
Intangible Assets – Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the rights to several patents and proprietary technology. Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology rights, over their estimated useful lives, which range from 5 to 15 years. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash flows. The Company's analysis did not indicate any impairment of intangible assets as of March 31, 2015. | |
Research and Development – Research and development costs are recognized as an expense during the period incurred until the conceptual formulation, design, and testing of a process is completed and the process has been determined to be commercially viable. | |
Goodwill – Goodwill represents the excess of the Company's reorganization value over the fair value of net assets of the Company upon emergence from bankruptcy. Goodwill is not amortized, but is tested for impairment annually, or when a triggering event occurs. As described in ACS 360, the Company has adopted the two step goodwill impairment analysis that includes quantitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. A fair-value-based test is applied at the overall Company level. The test compares the estimated fair value of the Company at the date of the analysis to the carrying value of its net assets. The analysis also requires various judgments and estimates, including general and macroeconomic conditions, industry and the Company's targeted market conditions, as well as relevant entity-specific events, such as a change in the market for the Company's products and services. After considering the qualitative factors that would indicate a need for interim impairment of goodwill and applying the two-step process described in ASC 360, management has determined that the value of Company's assets is not more likely than not less than the carrying value of the Company including goodwill, and that no impairment charge needs be recognized during the reporting periods. | |
Revenue Recognition – Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided or goods delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue from the sale of products is recorded at the time of shipment to the customers. Revenue from research and development engineering contracts is recognized as the services are provided and accepted by the customer. Revenue from contracts to license technology to others is deferred until all conditions under the contracts are met and then recognized as licensing royalty revenue over the remaining term of the contracts. | |
Stock-Based Compensation – Under ASC Topic 718, Stock Compensation, the Company is required to recognize the cost of employee services received in exchange for stock options and awards of equity instruments based on the grant-date fair value of such options and awards, over the period they vest. Prior to 2006, no compensation was recorded in earnings for the Company's stock-based options granted under the 2005 Stock Incentive Plan (the “Plan”). Under ASC 718, all share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense in operations over the requisite service period. On January 1, 2006, the Company adopted the provisions of ASC 718, for its share-based compensations plans and began recognizing the unvested portion of employee compensation from stock options and awards equal to the unamortized grant-date fair value over the remaining vesting period. Furthermore, compensation costs will also be recognized for any awards issued, modified, repurchased, or canceled after January 1, 2006. | |
Basic and Diluted Earnings Per Share – Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At March 31,2015, there were outstanding options to purchase 2,024,000 shares of common stock and $895,432 of convertible notes principal and interest. These options and convertible notes amounted to 13,671,283 common share equivalents that were not included in the computation of diluted earnings because the related exercise prices were greater than the average market price of the common shares. | |
STOCK_OPTION_PLANS
STOCK OPTION PLANS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
STOCK OPTION PLANS [Abstract] | |||||||||||||||||
STOCK OPTION PLANS | NOTE 2 – STOCK OPTION PLANS | ||||||||||||||||
On August 25, 2005, the Board of Directors of the Company approved and adopted the 2005 Stock Incentive Plan (the Plan). The Plan became effective upon its adoption by the Board and will continue in effect for ten years, unless terminated. This plan was approved by the stockholders of the Company on November 22, 2005. Under the Plan, the exercise price for all options issued will not be less than the average quoted closing market price of the Company's trading common stock for the thirty-day period immediately preceding the grant date plus a premium of ten percent. The maximum aggregate number of shares that may be awarded under the Plan is 2,500,000 shares. | |||||||||||||||||
The Company continues to utilize the Black-Scholes option-pricing model for calculating the fair value as defined by ASC Topic 718, which is an acceptable valuation approach under ASC 718. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock. Projected data related to the expected volatility and expected life of stock options is based upon historical and other information, and notably, the Company's common stock has limited trading history. The Company uses the simplified method to calculate the expected term. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, the existing valuation models do not provide a precise measure of the fair value of the Company's employee stock options. | |||||||||||||||||
During the three month period ended March 31, 2015 the Company recognized $0 of stock-based compensation expense, compared to $0 during the same period in 2014. There were 2,024,000 employee stock options outstanding at March 31, 2015. A summary of all employee options outstanding and exercisable under the plan as of March 31, 2015, and changes during the three months then ended is set forth below: | |||||||||||||||||
Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||
Outstanding at the beginning of period | 2,024,000 | $ | 1.1 | 0.65 | $ | -- | |||||||||||
Granted | -- | -- | -- | -- | |||||||||||||
Expired | -- | -- | -- | -- | |||||||||||||
Forfeited | -- | -- | -- | -- | |||||||||||||
Outstanding at the end of Period | 2,024,000 | $ | 1.1 | 0.4 | $ | -- | |||||||||||
Exercisable at the end of Period | 2,024,000 | $ | 1.1 | 0.4 | $ | -- | |||||||||||
Based upon the current options issued as of March 31, 2015, there was no additional unrecognized compensation cost related to employee stock options that will be recognized. | |||||||||||||||||
COMMON_STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2015 | |
COMMON STOCK [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK |
On January 12, 2015, the Board of Directors approved the conversion of $165,000 in convertible notes held by Capital Communications LLC, plus $34,605 in interest accrued and unpaid, to 2,800,000 shares of restricted common stock at an average conversion price of $0.07 per share, resulting in a gain on conversion of $11,847. | |
On January 20, 2015, the Board of Directors approved the conversion of $135,000 in convertible notes held by Empire Fund Managers, plus $26,129 in interest accrued and unpaid, to 2,650,000 shares of restricted common stock at an average conversion price of $0.06 per share, resulting in a gain on conversion of $43,815. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS |
The Company has a related party payable to its President, CEO and Director for reimbursement of travel and other related expenses incurred on behalf of the Company. The amount due to the President as of March 31, 2015 and December 31, 2014 is $2,273 and $712, respectively. | |
The Company has a related party convertible promissory note entered into in 2011 with a member of its board for $40,000. The note bears interest at 10%, with a default rate of 15%, has a maturity date of July 31, 2014, and is convertible at $0.20 per share. The principal and interest outstanding at March 31, 2015, is $40,000 and $16,418, respectively. ($40,000 and $14,100 at December 31, 2014). | |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
NOTES PAYABLE [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE |
On March 13, 2015, the Board of Directors approved the consolidation of $225,000 in convertible notes plus $40,714 in interest accrued and unpaid, to a new note dated March 13, 2015 in the amount of $257,103. In addition, the Board approved the consolidation of $600,000 in convertible notes, and $45,452 in accrued and unpaid interest, to a new note dated March 31, 2015, in the amount of $631,945. Both notes bear interest at the rate of ten percent (10%) and have maturity dates on March 31, 2016. Under Accounting Standards Codification (“ACS”) 470 the conversion of the notes and the extension of the term are accounted for as an extinguishment of debt and requires a valuation be performed on the new notes issued. That calculation resulted in a loss on extinguishment of debt of $168,286 and beneficial conversion charge of $889,048, which will be amortized over the term of the notes. | |
LITIGATION
LITIGATION | 3 Months Ended |
Mar. 31, 2015 | |
LITIGATION [Abstract] | |
LITIGATION | NOTE 6 - LITIGATION |
R&D Products, LLC - On June 23, 2010, the Company, along with David B. Beck, the Company's Director of Engineering, filed a complaint against R&D Products, LLC, Persimmon Investments, Inc. and Jules A. deGreef, the managing member of R&D Products, LLC. The complaint alleged that all of the intellectual properties owned by R&D Products and Mr. deGreef, specifically patented applications using Bend Sensor® technology that were filed jointly by Mr. Beck and Mr. deGreef, and later assigned solely to Mr. deGreef and R&D Products, are the property of the Company. The assignment by Mr. Beck of his rights in the patents and intellectual properties were improperly given and are the property of the Company. The Company believed that since Mr. Beck was an employee of the Company during the time that he became the primary creative force and inventor of the Bend Sensor® applications for R&D Products and Mr. deGreef, and the inventions and applications were created using Flexpoint resources, the Company claimed that such intellectual properties, patents, etc. filed by deGreef, Persimmon and R&D belong to Flexpoint and therefore is sought financial damages and ownership of all intellectual rights, patents and inventions created by Mr. Beck for deGreef, Persimmon and R&D Products. | |
On April 9, 2013, the parties of the above referenced litigation reached a favorable universal settlement agreement that reinforces the Company's rights to the intellectual properties and their related products, including the medical bed. In order to secure the Company had exclusive rights to all patents and intellectual properties associated with this litigation the Company advanced to Mr. deGreef $25,000 to bring current all of the filing and maintenance fees for the patents detailed in the law suit. The advance is secured by a promissory note with an annual interest rate of 10% to be paid no later than April 8, 2015. As of the date of this report the agreement is in default. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES |
On the same date as part of the settlement agreement (see Note 6- Litigation), the Company entered into an exclusive licensing agreement that granted the Company the sole and exclusive rights to all products, devices, and commercial applications of any type or nature that relate to or are derived from the patents and application for patents controlled by Mr. deGreef and his companies. As additional compensation for the settlement the Company also received a note in the amount of $360,000 from the deGreef companies to be paid with accrued interest no later than April 8, 2018 through future royalties generated from the exclusive rights to technology specifically identified in the settlement and licensing agreements. The note has an annual interest rate of 5% and is secured by the intellectual properties of Mr. deGreef and his companies, including patents issued and those currently under application and any and all devices derived from such. | |
At the time of this filing the Company does not have orders for products or devices; contracts for, or contracts that are currently being negotiated; or any type of existing or negotiated royalty agreement that uses the patents or technology identified in the settlement and licensing agreement. And because the source of repayment of the $360,000 note receivable is from future royalty income from the sales of product, devices or uses of the technology, as stipulated in Accounting Standards Codification ("ACS") 450 the Company is not permitted at this time to recognize a contingent asset. At such time as royalty income can be reasonably estimated and is "virtually certain", the Company will recognize the note receivable. | |
NEW_ACCOUNTING_PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
NEW ACCOUNTING PRONOUNCEMENTS [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NOTE 8 – NEW ACCOUNTING PRONOUNCEMENTS |
In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis, which amends the current consolidation guidance. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. The standard permits the use of either modified retrospective or cumulative effect transition method. We have not elected early adoption and we are currently evaluating the impact of the provisions of ASU 2015-02 on our consolidation policies. | |
The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS |
On April 21, 2015 the Company issued a promissory note for $40,000. The note has an annual interest rate of 10% and is secured by the Company's equipment. The note has a conversion feature for restricted common shares at $.05 per share and a maturity date of July 15, 2015. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Condensed Consolidated Interim Financial Statements | Condensed Consolidated Interim Financial Statements – The accompanying unaudited condensed consolidated financial statements include the accounts of Flexpoint Sensor Systems, Inc. and its subsidiaries (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual consolidated financial statements of Flexpoint Sensor Systems, Inc. and subsidiaries for the year ended December 31, 2014 included in the Company's Form 10-K filed with the Securities and Exchange Commission on March 30, 2015. In particular, the Company's significant accounting principles were presented as Note 1 to the Consolidated Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. |
Nature of Operations | Nature of Operations – The Company is located near Salt Lake City, in Draper, Utah and is a company engaged principally in designing, engineering, and manufacturing sensor technology products and equipment using Bend Sensors® flexible potentiometer technology. The Company suffered losses of $478,687 and $244,951 and used cash in operating activities of $129,406 and $135,783 during the three months ended March 31, 2015 and 2014, respectively. Through March 31, 2015, the Company had an accumulated deficit of $21,866,281. The Company has not earned any appreciable revenue. These matters raise doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
From 2008 through 2014, the Company raised $3,931,391 in additional capital, including accrued interest, through the issuance of long and short-term notes to various entities, including related parties. All of the notes had an annual interest rate of 10% to 12% and were secured by the Company's business equipment. The notes also had a conversion feature for restricted common shares ranging from $.05 to $.25 per share with maturity dates from March 31, 2008 to December 31, 2013. Prior to December 31, 2012 all but $327,525 of the convertible notes were converted to an aggregate of 13,210,663 shares of the Company's restricted common stock at an average share price of about $.17 per share. On December 31, 2013, the Company converted an additional 3,750,000 restricted common shares at $.08 per share and retired $287,525 in debt plus all accrued interest. | |
On January 12, 2015, the Company converted $165,000 in convertible notes plus $34,605 in accrued and unpaid interest, to 2,800,000 shares of restricted common stock at an average conversion price of $0.07 per share. | |
On January 20, 2015, the Company converted $135,000 in convertible notes plus $26,129 in accrued and unpaid interest, to 2,650,000 shares of restricted common stock at an average conversion price of $0.06 per share. | |
During the three months ending March 31, 2015, the Company has raised an additional $120,000 in operating capital through the issuance of short-term notes to Capital Communications LLC. The notes have an annual interest rate of 10% and a default rate of 15% annually. The notes are secured by the Company's business equipment and have a conversion feature for restricted common shares at $.05 per share with a maturity date of July 15, 2015. | |
On March 13, 2015, the Board of Directors approved the consolidation of $225,000 in convertible notes plus $40,714 in interest accrued and unpaid, to a new note dated March 13, 2015 in the amount of $257,103. In addition, the Board approved the consolidation of $600,000 in convertible notes, and $45,452 in accrued and unpaid interest, to a new note dated March 31, 2015, in the amount of $631,945. Both notes bear interest at the rate of ten percent (10%) and have maturity dates on March 31, 2016. Under Accounting Standards Codification (“ACS”) 470 the conversion of the notes and the extension of the term are accounted for as an extinguishment of debt and requires a valuation be performed on the new notes issued. That calculation resulted in a loss on extinguishment of debt of $168,286 and beneficial conversion charge of $889,048, which will be amortized over the term of the notes. | |
Cash and Cash Equivalents | Cash and Cash Equivalents – Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less. The cash and equivalents of $8,901 at March 31, 2015 and $18,307 at December 31, 2014 represent cash on deposit in various bank accounts with a financial institution. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates that approximate current market rates. |
Accounts Receivable | Accounts Receivable – Trade accounts receivable are recorded at the time product is shipped or services are provided, including any shipping and handling fees. Due to the limited amount of transactions, collectability of the trade receivables is reasonably assured; however, the Company has created an allowance for doubtful accounts to provide for any bad debts experienced. |
Most contracts associated with design and development engineering require a deposit of up to 50% of the quoted price of the initial phase of such contracts prior to the commencement of work. As the Company completes each phase or milestone of such a contract, additional funding is normally required from the customer. These deposits are considered deferred income until each phase or milestone is completed and accepted by the customer, at which time the agreed upon price for that particular phase of the contract is billed to the customer and the deposit applied. As the Company's revenues and customer base increase, our allowance policy will be reviewed to insure it adequately provides for uncollectible accounts. | |
Inventories | Inventories – Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. Inventories consist of raw materials. |
Property and Equipment | Property and Equipment – Property and equipment are stated at cost. Additions and major improvements are capitalized while maintenance and repairs are charged to operations. Upon trade-in, sale, or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. |
Valuation of Long-lived Assets | Valuation of Long-lived Assets – The carrying values of the Company's long-lived assets are reviewed for impairment quarterly and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. The Company's analysis did not indicate any impairment of assets as of March 31, 2015. |
Intangible Assets | Intangible Assets – Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the rights to several patents and proprietary technology. Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology rights, over their estimated useful lives, which range from 5 to 15 years. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash flows. The Company's analysis did not indicate any impairment of intangible assets as of March 31, 2015. |
Research and Development | Research and Development – Research and development costs are recognized as an expense during the period incurred until the conceptual formulation, design, and testing of a process is completed and the process has been determined to be commercially viable. |
Goodwill | Goodwill – Goodwill represents the excess of the Company's reorganization value over the fair value of net assets of the Company upon emergence from bankruptcy. Goodwill is not amortized, but is tested for impairment annually, or when a triggering event occurs. As described in ACS 360, the Company has adopted the two step goodwill impairment analysis that includes quantitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. A fair-value-based test is applied at the overall Company level. The test compares the estimated fair value of the Company at the date of the analysis to the carrying value of its net assets. The analysis also requires various judgments and estimates, including general and macroeconomic conditions, industry and the Company's targeted market conditions, as well as relevant entity-specific events, such as a change in the market for the Company's products and services. After considering the qualitative factors that would indicate a need for interim impairment of goodwill and applying the two-step process described in ASC 360, management has determined that the value of Company's assets is not more likely than not less than the carrying value of the Company including goodwill, and that no impairment charge needs be recognized during the reporting periods. |
Revenue Recognition | Revenue Recognition – Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided or goods delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue from the sale of products is recorded at the time of shipment to the customers. Revenue from research and development engineering contracts is recognized as the services are provided and accepted by the customer. Revenue from contracts to license technology to others is deferred until all conditions under the contracts are met and then recognized as licensing royalty revenue over the remaining term of the contracts. |
Stock-Based Compensation | Stock-Based Compensation – Under ASC Topic 718, Stock Compensation, the Company is required to recognize the cost of employee services received in exchange for stock options and awards of equity instruments based on the grant-date fair value of such options and awards, over the period they vest. Prior to 2006, no compensation was recorded in earnings for the Company's stock-based options granted under the 2005 Stock Incentive Plan (the “Plan”). Under ASC 718, all share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense in operations over the requisite service period. On January 1, 2006, the Company adopted the provisions of ASC 718, for its share-based compensations plans and began recognizing the unvested portion of employee compensation from stock options and awards equal to the unamortized grant-date fair value over the remaining vesting period. Furthermore, compensation costs will also be recognized for any awards issued, modified, repurchased, or canceled after January 1, 2006. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share – Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net earnings by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At March 31,2015, there were outstanding options to purchase 2,024,000 shares of common stock and $895,432 of convertible notes principal and interest. These options and convertible notes amounted to 13,671,283 common share equivalents that were not included in the computation of diluted earnings because the related exercise prices were greater than the average market price of the common shares. |
STOCK_OPTION_PLANS_Tables
STOCK OPTION PLANS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
STOCK OPTION PLANS [Abstract] | |||||||||||||||||
Schedule of Stock Option Activity | Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||
Outstanding at the beginning of period | 2,024,000 | $ | 1.1 | 0.65 | $ | -- | |||||||||||
Granted | -- | -- | -- | -- | |||||||||||||
Expired | -- | -- | -- | -- | |||||||||||||
Forfeited | -- | -- | -- | -- | |||||||||||||
Outstanding at the end of Period | 2,024,000 | $ | 1.1 | 0.4 | $ | -- | |||||||||||
Exercisable at the end of Period | 2,024,000 | $ | 1.1 | 0.4 | $ | -- |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Cash and cash equivalents | $8,901 | $19,438 | $18,307 | $35,221 |
Net loss | -478,687 | -244,951 | ||
Net cash used in operating activities | -129,406 | -135,783 | ||
Accumulated deficit | ($21,866,281) | ($21,387,594) | ||
Shares not included in computation of diluted loss per share as their effect would have been anti-dilutive | 2,024,000 | |||
Stock options outstanding | 2,024,000 | 2,024,000 | ||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful lives | 5 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful lives | 15 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Capital Raising) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 60 Months Ended | 84 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $168,286 | ||||
Proceeds from borrowings under convertible note payable | 120,000 | 120,000 | |||
Debt Conversion, January 12, 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Average conversion price for converted debt instruments | $0.07 | ||||
Conversion of convertible notes, amount | 165,000 | ||||
Conversion of convertible notes, interest accrued and unpaid, amount | 34,605 | ||||
Conversion of convertible notes, shares issued | 2,800,000 | ||||
Conversion of convertible notes, new note issuance date | 12-Jan-15 | ||||
Debt Conversion, January 20, 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Average conversion price for converted debt instruments | $0.06 | ||||
Conversion of convertible notes, amount | 135,000 | ||||
Conversion of convertible notes, interest accrued and unpaid, amount | 26,129 | ||||
Conversion of convertible notes, shares issued | 2,650,000 | ||||
Conversion of convertible notes, new note issuance date | 20-Jan-15 | ||||
Consolidation Of Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | 168,286 | ||||
Discount for beneficial conversion feature | 889,048 | ||||
Consolidation Of Convertible Notes Transaction One [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion of convertible notes, amount | 225,000 | ||||
Conversion of convertible notes, interest accrued and unpaid, amount | 40,714 | ||||
Conversion of convertible notes, converted instrument amount | 257,103 | ||||
Conversion of convertible notes, new note interest rate | 10.00% | ||||
Conversion of convertible notes, new note issuance date | 13-Mar-15 | ||||
Conversion of convertible notes, new note maturity date | 31-Mar-16 | ||||
Consolidation Of Convertible Notes Transaction Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion of convertible notes, amount | 600,000 | ||||
Conversion of convertible notes, interest accrued and unpaid, amount | 45,452 | ||||
Conversion of convertible notes, converted instrument amount | 631,945 | ||||
Conversion of convertible notes, new note interest rate | 10.00% | ||||
Conversion of convertible notes, new note issuance date | 13-Mar-15 | ||||
Conversion of convertible notes, new note maturity date | 31-Mar-16 | ||||
March 2015 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, conversion price | $0.05 | ||||
Debt instrument, maturity date | 15-Jul-15 | ||||
Debt instrument, interest rate | 10.00% | ||||
Debt instrument, default rate | 15.00% | ||||
Proceeds from borrowings under convertible note payable | 120,000 | ||||
Notes Payable to Various Entities, Including Related Parties [Member] | |||||
Debt Instrument [Line Items] | |||||
Additional capital raised through note issuance | 3,931,391 | ||||
Debt instrument, minimum interest rate | 10.00% | ||||
Debt instrument, maximum interest rate | 12.00% | ||||
Debt instrument, conversion price | $0.08 | ||||
Debt instrument, maturity date range start | 31-Mar-08 | ||||
Debt instrument, maturity date range end | 31-Dec-13 | ||||
Notes payable outstanding | 327,525 | ||||
Average conversion price for converted debt instruments | $0.17 | ||||
Conversion of convertible notes, converted instrument amount | $287,525 | ||||
Conversion of convertible notes, shares issued | 3,750,000 | 13,210,663 | |||
Notes Payable to Various Entities, Including Related Parties [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, conversion price | $0.05 | ||||
Notes Payable to Various Entities, Including Related Parties [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, conversion price | $0.25 |
STOCK_OPTION_PLANS_Narrative_D
STOCK OPTION PLANS (Narrative) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Aug. 25, 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized | 2,500,000 | |||
Stock based compensation expense | $0 | $0 | ||
Employee stock options outstanding | 2,024,000 | 2,024,000 |
STOCK_OPTION_PLANS_Schedule_of
STOCK OPTION PLANS (Schedule of Stock Option Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
STOCK OPTION PLANS [Abstract] | ||
Outstanding at the beginning of period, shares | 2,024,000 | |
Granted, shares | ||
Expired, shares | ||
Forfeited, shares | ||
Outstanding at the end of Period, shares | 2,024,000 | 2,024,000 |
Exercisable at the end of the Period, shares | 2,024,000 | |
Outstanding at the beginning of period, weighted average exercise price | $1.10 | |
Granted, weighted average exercise price | ||
Expired, weighted average exercise price | ||
Forfeited, weighted average exercise price | ||
Outstanding at the end of Period, weighted average exercise price | $1.10 | $1.10 |
Exercisable at the end of Period, weighted average exercise price | $1.10 | |
Outstanding at the beginning of period, weighted average remaining contractual life | 4 months 24 days | 7 months 24 days |
Granted, weighted average remaining contractual life | ||
Expired, weighted average remaining contractual life | ||
Forfeited, weighted average remaining contractual life | ||
Outstanding at the end of period, weighted average remaining contractual life | 4 months 24 days | 7 months 24 days |
Exercisable at the end of Period, weighted average remaining contractual life | 4 months 24 days | |
Outstanding at the beginning of period, aggregate intrinsic value | ||
Granted, aggregate intrinsic value | ||
Expired, aggregate intrinsic value | ||
Forfeited, aggregate intrinsic value | ||
Outstanding at the end of Period, aggregate intrinsic value | ||
Exercisable at the end of the Period, aggregate intrinsic value |
COMMON_STOCK_Details
COMMON STOCK (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Debt Conversion [Line Items] | ||
Gain on conversion of notes | $55,661 | |
Debt Conversion, January 12, 2015 [Member] | ||
Debt Conversion [Line Items] | ||
Debt conversion, date | 12-Jan-15 | |
Conversion of convertible notes, amount | 165,000 | |
Conversion of convertible notes, interest accrued and unpaid, amount | 34,605 | |
Conversion of convertible notes, shares issued | 2,800,000 | |
Average conversion price for converted debt instruments | $0.07 | |
Gain on conversion of notes | 11,847 | |
Debt Conversion, January 20, 2015 [Member] | ||
Debt Conversion [Line Items] | ||
Debt conversion, date | 20-Jan-15 | |
Conversion of convertible notes, amount | 135,000 | |
Conversion of convertible notes, interest accrued and unpaid, amount | 26,129 | |
Conversion of convertible notes, shares issued | 2,650,000 | |
Average conversion price for converted debt instruments | $0.06 | |
Gain on conversion of notes | $43,815 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Related party payable | $2,273 | $712 |
President [Member] | ||
Related Party Transaction [Line Items] | ||
Related party payable | 2,273 | 712 |
A Board Member [Member] | Convertible Promissory Note 2011 [Member] | ||
Related Party Transaction [Line Items] | ||
Debt instrument, face amount | 40,000 | |
Debt instrument, interest rate | 10.00% | |
Debt instrument, default rate | 15.00% | |
Debt conversion, conversion price | $0.20 | |
Debt instrument, maturity date | 31-Jul-14 | |
Debt instrument, amount outstanding | 40,000 | 40,000 |
Interest payable | $16,418 | $14,100 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Short-term Debt [Line Items] | ||
Loss on extinguishment of debt | $168,286 | |
Consolidation Of Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Loss on extinguishment of debt | 168,286 | |
Discount for beneficial conversion feature | 889,048 | |
Consolidation Of Convertible Notes Transaction One [Member] | ||
Short-term Debt [Line Items] | ||
Conversion of convertible notes, amount | 225,000 | |
Conversion of convertible notes, interest accrued and unpaid, amount | 40,714 | |
Conversion of convertible notes, new note amount | 257,103 | |
Conversion of convertible notes, new note issuance date | 13-Mar-15 | |
Conversion of convertible notes, new note maturity date | 31-Mar-16 | |
Conversion of convertible notes, new note interest rate | 10.00% | |
Consolidation Of Convertible Notes Transaction Two [Member] | ||
Short-term Debt [Line Items] | ||
Conversion of convertible notes, amount | 600,000 | |
Conversion of convertible notes, interest accrued and unpaid, amount | 45,452 | |
Conversion of convertible notes, new note amount | $631,945 | |
Conversion of convertible notes, new note issuance date | 13-Mar-15 | |
Conversion of convertible notes, new note maturity date | 31-Mar-16 | |
Conversion of convertible notes, new note interest rate | 10.00% |
LITIGATION_Details
LITIGATION (Details) (Settled Litigation [Member], R&D Products, LLC [Member], Notes Receivable One [Member], USD $) | 0 Months Ended |
Apr. 09, 2013 | |
Settled Litigation [Member] | R&D Products, LLC [Member] | Notes Receivable One [Member] | |
Legal Settlement [Line Items] | |
Notes receivable | $25,000 |
Interest rate | 10.00% |
Maturity date | 8-Apr-15 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (Settled Litigation [Member], R&D Products, LLC [Member], Notes Receivable Two [Member], USD $) | 0 Months Ended |
Apr. 09, 2013 | |
Settled Litigation [Member] | R&D Products, LLC [Member] | Notes Receivable Two [Member] | |
Legal Settlement [Line Items] | |
Notes receivable | $360,000 |
Interest rate | 5.00% |
Maturity date | 8-Apr-18 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], Convertible Notes Payable [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Event [Member] | Convertible Notes Payable [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $40,000 |
Debt instrument, interest rate | 10.00% |
Debt instrument, conversion price | $0.05 |
Debt instrument, issuance date | 21-Apr-15 |
Debt instrument, maturity date | 15-Jul-15 |