SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES [Abstract] | ' |
Principles of consolidation | ' |
Principles of consolidation: |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned Subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | ' |
Use of estimates: |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | ' |
Cash and cash equivalents: |
Highly liquid instruments, purchased with a maturity of three months or less, are considered to be cash equivalents. At times, cash and cash equivalents may exceed federally insured limits. The Company has not experienced any losses on such accounts. All non-interest bearing cash balances were fully insured at September 30, 2013. |
Accounts receivable | ' |
Accounts receivable: |
Accounts receivable includes amounts due from the Company's market partners, foru and geneME. |
Inventory | ' |
Inventory: |
Inventory consists primarily of raw materials for the custom nutritional and skincare products sold by the Company. Inventory is valued at the lower of cost (using the first-in, first-out method). |
Property and equipment | ' |
Property and equipment: |
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years of the related assets or the lesser of the expected life or term of the lease as to leasehold improvements. |
Intangible assets | ' |
Intangible assets: |
Intangible assets include costs incurred to apply and obtain patents for its products. Patents are amortized over the estimated useful life of the asset, on a straight-line basis. |
Deferred loan costs | ' |
Deferred loan costs: |
Loan acquisition costs are amortized over the term of the debt using the effective interest method. |
Long lived assets | ' |
Long lived assets: |
The Company reviews its long-lived assets and certain identifiable intangibles for impairment whenever events or changes indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of an asset and its eventual disposition is less than its carrying amount. The Company has not identified an impairment of any such assets for the nine months ended September 30, 2013 or the nine months ended September 30, 2012. |
Revenue recognition | ' |
Revenue recognition: |
The Company recognizes revenues in the following methods: |
| For product sales, revenue is recognized upon shipment of those products. | | | |
| Licenses fees are recognized as earned and recorded based upon the terms of the underlying licensing agreements. Sales discounts are recognized and recorded based upon the terms of the underlying licensing agreements. | | | |
Research and Development | ' |
Research and Development: |
Research and development costs are expensed as incurred. |
Advertising | ' |
Advertising: |
The Company expenses advertising when incurred. |
Stock-Based Compensation | ' |
Stock-Based Compensation: |
Stock-based compensation is recorded for recognition of the cost of employee or director services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. The stock-based compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (typically, the vesting period). |
The Company estimates the fair value of each option award issued under its stock option plans on the date of grant using a Black-Scholes valuation model that uses the assumptions noted below. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock for a period commensurate with the expected life. These historical periods may exclude portions of time when unusual transactions occurred. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. For shares that vest contingent upon achievement of certain performance criteria, an estimate of the probability of achievement is applied in the estimate of fair value. If the goals are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. In addition, the Company separates the grants into homogeneous groups by grant date and analyzes the assumptions for each group and computes the expense for each group utilizing these assumptions. |
| | Assumptions for Awards Granted for the Nine Months Ended September 30, |
| | 2013 | | 2012 |
Expected volatility | | 205% | | 180% |
Risk-free interest rate | | 2.50% | | 4.50% |
Expected dividend yield | | 0% | | 0% |
|
On July 1, 2013, the company issued a total of 2,600,000 stock options. Of those options issued, 1,250,000 options vested immediately. Such options were valued at $0.01 cents per option using a Black Scholes valuation model and the following assumptions, a risk free rate of 2.5%, a dividend rate of zero, annualized volatility of 205%, exercise price of $0.03, market price of $0.01 and an expected term of five years. The total expense associated with this option issuance was $9,886. |
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Earnings per share | ' |
Earnings per share |
Basic loss per share is calculated using the weighted average number of common shares outstanding for the period and diluted is computed using the weighted average number of common shares and dilutive common equivalent shares outstanding. Given that the Company is in a net loss position, there is no difference between basic and diluted weighted average shares since the common stock equivalents would be antidilutive. |
The following common stock equivalents are excluded from the loss per share calculation as their effect would have been antidilutive: |
| | September 30, |
| | 2013 | | 2012 |
| | | | |
Options | | 24,580,833 | | 20,255,833 |
Warrants | | 24,998,042 | | 22,577,458 |
Debt conversion warrants | | 1,875,000 | | 1,875,000 |
| | | | |
Income taxes | ' |
Income taxes: |
The Company has not recorded current income tax expense or benefit due to the generation of net operating losses and the consideration that the benefits of assets may not be realized. Deferred income taxes are accounted for using the balance sheet approach which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. |
The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company's remaining open tax years subject to examination by the Internal Revenue Service include the years ended December 31, 2009 through December 31, 2012. |
Derivative Financial Instruments | ' |
Derivative Financial Instruments: |
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. An evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. |
Beneficial Conversion and Warrant Valuation | ' |
Beneficial Conversion and Warrant Valuation: |
The Company recorded a beneficial conversion feature ("BCF") related to the issuance of convertible debt instruments that have conversion features at fixed rates that were in-the-money when issued. The Company also records the fair value of warrants issued in connection with debt instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF and warrant valuation are recognized for convertible debt as interest expense over the term of the debt using the effective interest method. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments: |
The Company's financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value: |
• Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. |
• Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. |
• | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management's best estimate of what market participants would use as fair value. | | | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013. The Company uses the market approach to measure fair value of its Level 1 financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical assets or liabilities. |
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, accounts payable, and accrued expenses. The fair value of the Company's convertible notes payable approximate their carrying value based upon current rates available to the Company. |
During 2012, the Company issued warrants in connection with a license and distribution agreement (see Note 3) and engaged a third party to complete a valuation of those warrants which were recorded as Prepaid Sales Incentive on the accompanying balance sheet. The valuation was completed using Level 2 inputs. |