Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 27, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Immudyne, Inc. | ' | ' |
Entity Central Index Key | '0000948320 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $4,928,870 |
Entity Common Stock, Shares Outstanding | ' | 30,104,973 | ' |
Balance_Sheet
Balance Sheet (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $155,056 | $98,930 |
Trade accounts receivable | 77,475 | 49,690 |
Legal settlement proceeds receivable | 132,000 | ' |
Inventory | 86,195 | 63,378 |
Total Current Assets | 450,726 | 211,998 |
Furnishings and equipment | 100,723 | 157,697 |
Total Assets | 551,449 | 369,695 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 185,362 | 187,096 |
Deposit payable | 100,000 | ' |
Notes payable to officers | 40,200 | ' |
Total Current Liabilities | 325,562 | 187,096 |
Deferred tax liability | 30,400 | 47,600 |
Total Liabilities | 355,962 | 234,696 |
Stockholders' equity | ' | ' |
Common stock, $0.01 par value; 50,000,000 shares authorized, 30,104,973 and 28,909,973 shares issued and outstanding in 2013 and 2012, respectively | 301,049 | 289,099 |
Additional paid-in capital | 7,958,299 | 7,641,499 |
Accumulated (deficit) | -8,063,861 | -7,795,599 |
Total Stockholders' Equity | 195,487 | 134,999 |
Total Liabilities and Stockholders' Equity | $551,449 | $369,695 |
Balance_Sheet_Parenthetical
Balance Sheet (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 30,104,973 | 28,909,973 |
Common stock, shares outstanding | 30,104,973 | 28,909,973 |
Statement_of_Operations
Statement of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Sales | $808,363 | $673,778 |
Cost of sales | 181,304 | 199,908 |
Gross Profit | 627,059 | 473,870 |
Compensation and related expenses | -651,699 | -321,263 |
Professional fees | -128,329 | -253,407 |
General and administrative expenses | -393,439 | -439,225 |
Operating (Loss) | -546,408 | -540,025 |
Legal settlement proceeds | 210,000 | ' |
License Fee | 50,000 | 25,000 |
Other income | 4,331 | 55,547 |
Interest (expense) | -3,385 | -3,371 |
Net (Loss) Before Taxes | -285,462 | -462,849 |
Deferred income tax benefit | 17,200 | 17,200 |
Net (Loss) | ($268,262) | ($445,649) |
Basic and diluted (loss) per share | ($0.01) | ($0.02) |
Average number of common shares outstanding | 29,375,000 | 27,523,000 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2011 | ($282,983) | $247,290 | $6,871,510 | ($7,349,950) | ($51,833) |
Balance, (in shares) at Dec. 31, 2011 | ' | 24,729,030 | ' | ' | ' |
Issuance of common stock | 313,383 | 18,434 | 294,949 | ' | ' |
Issuance of common stock, (in shares) | ' | 1,843,428 | ' | ' | ' |
Issuance of common stock for notes and other payables | 293,943 | 17,291 | 276,652 | ' | ' |
Issuance of common stock for notes and other payables, (in shares) | ' | 1,729,075 | ' | ' | ' |
Common stock issued for services | 122,305 | 7,194 | 115,111 | ' | ' |
Issuance of common stock for services, (in shares) | ' | 719,440 | ' | ' | ' |
Issuance of stock options | 52,500 | ' | 52,500 | ' | ' |
Extension of option and warrant expiration dates | 31,500 | ' | 31,500 | ' | ' |
Options exercised | 32,500 | 3,250 | 29,250 | ' | ' |
Options exercised, shares | ' | 325,000 | ' | ' | ' |
Options exercised with notes payable | 17,500 | 1,750 | 15,750 | ' | ' |
Options exercised with notes payable, (in shares) | ' | 175,000 | ' | ' | ' |
Retirement of common stock | ' | -1,060 | 1,060 | ' | ' |
Retirement of common stock, (in shares) | ' | -106,000 | ' | ' | ' |
Retirement of treasury stock | ' | -5,050 | -46,783 | ' | 51,833 |
Retirement of treasury stock, (in shares) | ' | -505,000 | ' | ' | ' |
Net (Loss) | -445,649 | ' | ' | -445,649 | ' |
Balance at Dec. 31, 2012 | 134,999 | 289,099 | 7,641,499 | -7,795,599 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 28,909,973 | ' | ' | ' |
Issuance of common stock | 125,000 | 5,000 | 120,000 | ' | ' |
Issuance of common stock, (in shares) | ' | 500,000 | ' | ' | ' |
Common stock issued for services | 48,750 | 1,950 | 46,800 | ' | ' |
Issuance of common stock for services, (in shares) | ' | 195,000 | ' | ' | ' |
Issuance of stock options | 85,000 | ' | 85,000 | ' | ' |
Extension of option and warrant expiration dates | 20,000 | ' | 20,000 | ' | ' |
Options exercised | 50,000 | 5,000 | 45,000 | ' | ' |
Options exercised, shares | ' | 500,000 | ' | ' | ' |
Net (Loss) | -268,262 | ' | ' | -268,262 | ' |
Balance at Dec. 31, 2013 | $195,487 | $301,049 | $7,958,299 | ($8,063,861) | ' |
Balance (in shares) at Dec. 31, 2013 | ' | 30,104,973 | ' | ' | ' |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net (Loss) | ($268,262) | ($445,649) |
Adjustments to reconcile net (loss) to net cash (used) by operating activities | ' | ' |
Depreciation | 56,974 | 56,974 |
Deferred income tax benefit | -17,200 | -17,200 |
Stock compensation expense | 105,000 | 84,000 |
Common stock issued for services | 48,750 | 122,305 |
Changes in Assets And Liabilities | ' | ' |
Trade accounts receivable | -27,785 | -13,333 |
Legal settlement proceeds receivable | -132,000 | ' |
Inventory | -22,817 | -4,578 |
Accounts payable and accrued expenses | -1,734 | -12,245 |
Net Cash (Used) by Operating Activities | -259,074 | -229,726 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Deposit payable | 100,000 | ' |
Issuance of common stock | 175,000 | 345,883 |
Increase in notes payable | 94,200 | ' |
Repayment of note payable | -54,000 | -50,729 |
Net Cash Provided by Financing activities | 315,200 | 295,154 |
Net increase in cash | 56,126 | 65,428 |
Cash at beginning of year | 98,930 | 33,502 |
Cash at end of year | 155,056 | 98,930 |
Notes payable and other payables used to exercise options and warrants | ' | $311,443 |
Organization_and_Going_Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Going Concern [Abstract] | ' |
Organization and Going Concern | ' |
1. Organization and Going Concern | |
Immudyne, Inc. (the “Company”) is a Delaware corporation established to develop, manufacture and sell natural products. The Company has developed a proprietary approach to produce the purest, particulate and soluble beta glucans derived from yeast. The Company’s core nutraceutical and cosmetic product lines consist of its pure yeast beta glucans in oral and topical applications to support the immune system. The Company concentrates its sales and marketing efforts on healthcare professionals, distributors for its all-natural raw material ingredient products and direct-to-consumer sales. | |
The Company has funded operations in the past through the sales of its products, issuance of common stock and through loans and advances from officers and directors. The Company’s continued operations are dependent upon obtaining an increase in its sales volume and the continued financial support from officers and directors or the issuance of additional shares of common stock. | |
The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2013 the Company has an accumulated deficit approximating $8,000,000 and for the year ended December 31, 2013 incurred negative cash flows from operations of approximately $260,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Based on the Company’s cash balance at December 31, 2013 and projected cash needs in 2014, management estimates that it will need to raise additional capital to cover operating and capital requirements for the 2014 year. Management plans on raising the additional needed funds through increased sales volume, issuing additional shares of common stock or other equity securities, or obtaining debt financing. Although management has been successful to date in raising necessary funding, there can be no assurance that required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
2. Summary of Significant Accounting Policies | |||||||||
Basis of Presentation and Use of Estimates | |||||||||
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of stockholders’ equity based transactions. Actual results could differ from those estimates. | |||||||||
Reclassification | |||||||||
Certain amounts in the prior year have been reclassified to conform to the current year presentation. | |||||||||
Inventory | |||||||||
At December 31, 2013 and 2012, inventory consisted primarily of nutraceutical and cosmetic products. Inventory is maintained in the Company’s leased Kentucky warehouse. | |||||||||
Inventory is valued at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to market value, if lower. At December 31, 2013 the Company recorded an inventory reserve in the amount of $20,000. Inventory consists of the following: | |||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 17,126 | $ | 12,800 | |||||
Finished products | 69,069 | 50,578 | |||||||
$ | 86,195 | $ | 63,378 | ||||||
Furnishings and Equipment | |||||||||
Furnishings and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. | |||||||||
Revenue Recognition | |||||||||
The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company generally records sales once the product is shipped to the customer. If applicable, provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates have not been significant. | |||||||||
Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Sales to international distributors are recognized in the same manner. If title does not pass until the product reaches the customer’s delivery site, then recognition of revenue is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. There are no special post shipment obligations or acceptance provisions that exist with any sales arrangements | |||||||||
Revenue for the years ended December 31, 2013 and 2012 consists primarily of nutraceutical and cosmetic products. | |||||||||
Segments | |||||||||
The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States. | |||||||||
Income Taxes | |||||||||
The Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. | |||||||||
ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. | |||||||||
The Company’s tax returns for all years since December 31, 2010, remain open to most taxing authorities. | |||||||||
Stock-Based Compensation | |||||||||
The Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The estimated forfeiture rate included in the option valuation was zero. | |||||||||
Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. | |||||||||
Earnings (Loss) Per Share | |||||||||
Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. | |||||||||
Common stock equivalents comprising shares underlying 13,772,720 and 13,592,720 options and warrants at December 31, 2013 and 2012, respectively, have not been included in the loss per share calculation as the effects are anti-dilutive. | |||||||||
Recent Accounting Pronouncements | |||||||||
Accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. | |||||||||
Fair Value of Financial Instruments | |||||||||
FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes the following three levels of inputs that may be used to measure fair value: | |||||||||
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||||||||
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||
The carrying value of the Company’s financial instruments, including cash, trade accounts receivable and accounts payable and accrued expenses and deposit payable approximate fair value for all periods. The fair value of notes payable to officers at December 31, 2013, is also an approximation of their fair value. | |||||||||
Concentration of Credit Risk | |||||||||
The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. | |||||||||
The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. | |||||||||
One customer accounted for 77% and 73% of sales for the years ended December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, this customer accounted for 70% and 32% of accounts receivable, respectively. | |||||||||
A second customer accounted for 9% and 12% of sales for the years ended December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, this customer accounted for 28% and 57% of accounts receivable, respectively. |
Furnishings_and_Equipment
Furnishings and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Furnishings and Equipment [Abstract] | ' | ||||||||
Furnishings and Equipment | ' | ||||||||
3. Furnishings and Equipment | |||||||||
Furnishings and equipment consisted of the following: | |||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Furnishings and equipment, at cost | $ | 679,291 | $ | 679,291 | |||||
Accumulated depreciation | 578,568 | 521,594 | |||||||
$ | 100,723 | $ | 157,697 | ||||||
Depreciation expense amounted to $56,974 for each of the years ended December 31, 2013 and 2012, respectively. |
Joint_Venture_Agreement
Joint Venture Agreement | 12 Months Ended |
Dec. 31, 2013 | |
Joint Venture Agreement [Abstract] | ' |
Joint Venture Agreement | ' |
4. Joint Venture Agreement | |
In December 2013 the Company entered into a memorandum of understanding (MOU) with Adiuvo Investment S.A. (AI), an investment company located in Poland, whereby AI paid the Company $100,000 for the option to purchase up to 10% of the outstanding stock in the Company at $0.25 per share. Upon the acquisition of the Company’s stock, AI also has the option to acquire, pro-rata to the number of shares purchased by AI, warrants to purchase up to 1,472,000 shares, exercisable at $0.22 per share for three years from the date of the MOU. AI also has the right to acquire additional warrants upon the Company achieving certain financial milestones. Immudyne also has an option to acquire up to 10% of AI, and an option to acquire additional shares of AI up to an aggregate consideration of $1,500,000. Further, AI granted the Company the right to participate in any subsequent public offerings of AI until the Company owns 10% of AI. At December 31, 2013, the Company has reported a $100,000 deposit payable, which is included in the accompanying balance sheet and is to be used toward an initial purchase of a minority interest in AI. In January 2014 to Company paid $100,000 to AI in exchange for the minority interest in AI. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes Payable [Abstract] | ' | ||||
Notes Payable | ' | ||||
5. Notes Payable | |||||
At December 31, 2013, notes payable are due to officers, directors and other related individuals and are payable on demand with interest at 5%. A summary of notes payable activity is as follows: | |||||
Balance at December 31, 2011 | $ | 262,172 | |||
Repayment | (50,729 | ) | |||
Issuance of common stock for notes payable | (193,943 | ) | |||
Notes payable used to exercise options | (17,500 | ) | |||
Balance at December 31, 2012 | - | ||||
Borrowing | 94,200 | ||||
Repayment | (54,000 | ) | |||
Balance at December 31, 2013 | $ | 40,200 | |||
Interest expense on notes payable amounted to $3,385 and $3,371 for the years ended December 31, 2013 and 2012, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
6. Income Taxes | |||||||||
The Company incurred a loss for the years ended December 31, 2013 and 2012 and accordingly, no provision for federal income tax has been made in the accompanying financial statements. At December 31, 2013, the Company had available net operating loss carryforwards of approximately $2,650,000, expiring during various years through 2033. | |||||||||
A summary of the deferred tax asset using an approximate 34% tax rate is as follows: | |||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Net operating loss | $ | 900,000 | $ | 870,000 | |||||
Valuation allowance | (900,000 | ) | (870,000 | ) | |||||
Total | $ | - | $ | - | |||||
The net operating loss carryforwards could be subject to limitation in any given year in the event of a change in ownership as defined by IRC Section 382. | |||||||||
The deferred tax liability of $30,400 and $47,600 at December 31, 2013 and 2012, respectively, results from the difference in the carrying amount of furnishings and equipment between financial reporting and income tax reporting. | |||||||||
The deferred tax benefit included in the statement of operations represents the change in the deferred tax liability at each balance sheet date. | |||||||||
The difference between the statutory and the effective tax rate is primarily due to a change in valuation allowance on deferred taxes, as the Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||
Stockholders' Equity | ' | ||||||||||
7. Stockholders’ Equity | |||||||||||
During 2013, the Company raised $125,000 in a common stock offering at $0.25 per share. Each two shares of common stock issued included a three-year warrant for one share exercisable at $0.40. The Company raised an additional $50,000 through the exercise of 500,000 options. The Company issued 195,000 common shares for services valued at $48,750. | |||||||||||
During 2013, the Company extended the expiration date of 500,000 options and 1,500,000 warrants one year from 2013 to 2014 and issued an additional 575,000 options as discussed below. As a result of these transactions, and the amortization of options granted in 2012, the Company recorded a charge to stock-based compensation expense of $102,000 and interest expense of $3,000 during the year ended December 31, 2013. | |||||||||||
During 2012, the Company raised $313,383 in a common stock offering at $0.17 per share. In addition, $293,943 of notes and other payables were converted into common stock under the same terms as the common stock offering. Each two shares of common stock issued included a three-year warrant for one share exercisable at $0.40. The Company raised an additional $32,500 and satisfied notes payable in the amount of $17,500 through the exercise of 500,000 options. The Company issued 719,440 common shares for services valued at $122,305. | |||||||||||
During 2012, the Company extended the expiration date of 1,000,000 options and 1,500,000 warrants one year from 2012 to 2013, and issued an additional 1,400,000 options as discussed below. As a result of this transaction, the Company recorded a charge to stock-based compensation expense of $84,000 during the year ended December 31, 2012. | |||||||||||
Service-Based Stock Options | |||||||||||
During 2013 the Company issued 525,000 options to three consultants at exercise prices between $0.20 and $0.40 per share. All of these options vested fully during 2013 and expire in 10 years. Additionally, during October 2013 the Company issued 50,000 options with an exercise price of $0.25 in conjunction with short term financing. These options are fully vested and expire in 3 years. | |||||||||||
During 2012, the Company issued 1,200,000 options to three consultants at an exercise price of $0.20 per share that expire in 10 years. Of these options, 200,000 vest immediately and 1,000,000 vest fully in June 2013. Additionally, during June 2012 the Company also issued 200,000 options to employees with an exercise price of $0.20. These options expire in 10 years and vest semi-annually over 2 years. | |||||||||||
A summary of the outstanding service-based stock options are as follows: | |||||||||||
Number of Options | |||||||||||
Balance at December 31, 2011 | 9,342,500 | ||||||||||
Granted | 1,400,000 | ||||||||||
Exercised | (500,000 | ) | |||||||||
Expired | (287,500 | ) | |||||||||
Balance at December 31, 2012 | 9,955,000 | ||||||||||
Granted | 575,000 | ||||||||||
Exercised | (500,000 | ) | |||||||||
Expired | (145,000 | ) | |||||||||
Balance at December 31, 2013 | 9,885,000 | ||||||||||
Options exercisable at December 31, 2013 and 2012, amounted to 9,835,000 and 9,305,000, respectively. | |||||||||||
All outstanding options have a cashless exercise provision, and certain options provide for accelerated vesting provisions and modifications, as defined, if the Company is sold or acquired. | |||||||||||
The intrinsic value of options outstanding and exercisable amounted to $448,350 and $110,650 at December 31, 2013 and December 31, 2012, respectively. The intrinsic value of options exercised in 2013 and 2012 amounted to $100,000 and $35,000, respectively. | |||||||||||
The following is a summary of outstanding service-based options at December 31, 2013: | |||||||||||
Exercise Price | Number of Options | Weighted Average Remaining Contractual Life | |||||||||
$0.10 | $ | 1,000,000 | 4 years | ||||||||
$0.20 - $0.25 | 7,735,000 | 8 years | |||||||||
$0.40 | 1,150,000 | 8 years | |||||||||
Total | $ | 9,885,000 | |||||||||
The fair value of the 575,000 options granted in 2013 amounted to $44,000 which has been expensed during the year. All options granted during 2013 are fully vested. The 1,400,000 options issued in 2012 vest over one and two year periods through June 2014. The fair value of the 1,400,000 options issued in 2012 is $97,000, of which $93,500 has been expensed as of December 31, 2013, and $3,500 remained unearned, and will be expensed over the next 6 months. All the other options issued through December 31, 2013 are fully vested. | |||||||||||
Stock based compensation expense amounted to $105,000 and $84,000 for the years ended December 31, 2013 and 2012, respectively. Such amounts are included in compensation and related expenses ($102,000 in 2013 and $84,000 in 2012) and interest expense ($3,000 in 2013) in the accompanying statement of operations. | |||||||||||
Performance-Based Stock Options | |||||||||||
As of December 31, 2013 the Company had granted performance-based options to purchase 6,950,000 shares of common stock at exercise prices ranging from $0.40 to $5.00. The options expire at various dates between 2021 and 2023 and are exercisable upon the Company achieving annual sales revenue ranging from $5,000,000 and $100,000,000. The fair value of these performance-based options aggregated $302,000 and will be expensed over the implicit service period commencing once management believes the performance criteria will be met. Accordingly, at December 31, 2013 the unearned compensation for performance based options is $302,000. | |||||||||||
Warrants | |||||||||||
The following is a summary of outstanding and exercisable warrants: | |||||||||||
Number of Shares | Weighted | Year | |||||||||
Average | of | ||||||||||
Exercise | Expiration | ||||||||||
Price | |||||||||||
Balance at December 31, 2011 | 1,715,000 | 0.16 | 2012 - 2013 | ||||||||
Granted | 2,037,720 | 0.4 | 2015 | ||||||||
Expired | (115,000 | ) | 0.4 | 2012 | |||||||
Balance at December 31, 2012 | 3,637,720 | 0.28 | 2013 - 2015 | ||||||||
Granted | 250,000 | 0.4 | 2016 | ||||||||
Balance at December 31, 2013 | 3,887,720 | 0.29 | 2014 - 2016 | ||||||||
In connection with the issuance of common stock in 2013 the Company granted warrants to acquire 250,000 shares of common stock at $0.40 per share. Theses warrants are immediately exercisable and expire in 2016 | |||||||||||
In connection with the issuance of common stock in 2012, the Company granted warrants to acquire 2,037,720 shares of common stock at $0.40 per share. These warrants are immediately exercisable and expire in 2015. | |||||||||||
The fair value of options and warrants granted (or extended) during the years ended December 31, 2013 and 2012, was estimated on the date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||
2013 | 2012 | ||||||||||
Expected volatility | 50 | % | 50 | % | |||||||
Risk free interest rate | 2 | % | 2 | % | |||||||
Expected dividend yield | - | - | |||||||||
Expected option term (in years) | 5-Jan | 1.5 - 5 | |||||||||
Weighted average grant date fair value | $ | 0.08 | $ | 0.06 |
Other_Income
Other Income | 12 Months Ended |
Dec. 31, 2013 | |
Other Income and Expenses [Abstract] | ' |
Other Income | ' |
8. Other Income | |
Other income for 2012 primarily represents prior years’ accounts payable balances pertaining to legal fees which were written off pursuant to a settlement agreement. |
Royalties
Royalties | 12 Months Ended |
Dec. 31, 2013 | |
Royalties Disclosure [Abstract] | ' |
Royalties | ' |
9. Royalties | |
The Company is subject to a royalty agreement based upon sales of certain skin care products. The agreement requires the Company to pay a royalty based upon 8% of such sales, up to $227,175. Royalty expense approximated $50,000 and $40,000 for the years ended December 31, 2013 and 2012, respectively. The remaining commitment at December 31, 2013, is approximately $65,000. The Company’s President has a 60% interest in the royalties. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
10. Commitments and Contingencies | |||||
Leases | |||||
The Company leases a plant in Kentucky under an operating lease which expires May 31, 2016. Future minimum base rental payments required under the lease are as follows: | |||||
Year ending | |||||
31-Dec | |||||
2014 | $ | $41,675 | |||
2015 | 42,187 | ||||
2016 | 17,578 | ||||
Total | $ | $101,440 | |||
Monthly base rental payments approximate $3,400. The lease agreement also provides for additional rents based on increases in building operating costs and real estate taxes. Rent expense for the years ended December 31, 2013 and 2012, was $55,430 and $59,204, respectively. | |||||
Employment and Consulting Agreements | |||||
The Company has entered into various agreements with officers, directors, employees and consultants that expire in one to five years. The agreements provide for the issuance of stock options, at exercise prices ranging from $0.40 to $5.00, underlying 6,950,000 shares of common stock issuable upon the Company’s revenue exceeding amounts ranging from $5,000,000 to $100,000,000, as defined. The Company’s President’s annual base salary of $120,000 was amended to $145,600 effective October 12, 2012. Annual compensation agreements for other officers, directors, employees and consultants range from $5,000 per month to $15,000 per month. In addition, the agreements provide for bonus compensation to these individuals aggregating 16.5 percent of the Company’s pretax income. | |||||
During 2013 the Company entered into a consulting agreement, effective February 1, 2013 with an unrelated third party. Under the terms of the agreement, the consultant receives $15,000 per month, and an option to purchase 250,000 shares of common stock at $0.20 per share which vested on May 1, 2013 and expires 2023. In addition, the consultant received options to purchase 375,000 shares of common stock at $0.40 and 375,000 options at $0.80, contingent on the Company’s revenue exceeding $5,000,000 and $100,000,000 as defined. In June 2013, the Company agreed to issue to this individual additional options which allow the employee to purchase an aggregate of 1,500,000 shares at exercise prices ranging from $1.50 to $5.00, contingent upon the Company’s revenue exceeding $20,000,000, $50,000,000 and $100,000,000 as defined. | |||||
Legal Matters | |||||
In the normal course of business operations the Company may become involved in various legal matters. At December 31, 2013, the Company’s management does not believe that there are any potential legal matters that could have an adverse effect on the Company’s financial position. | |||||
In October 2013, the Company agreed to a judgment against the estate of a former officer and related individuals, and on March 12, 2014, a settlement was reached with these parties in the amount of $386,000. Legal settlement proceeds of $210,000, net of related legal costs of $176,000 (see note 11), are recorded in the accompanying statement of operations for the year ended December 31, 2013. During the year ended December 31, 2013, the Company received net proceeds of $78,000 and the balance, $132,000 net of related legal costs, is recorded as legal settlement proceeds receivable in the accompanying balance sheet as of December 31, 2013. The Company received the balance due at December 31, 2013, $132,000 net of related legal costs, in March 2014. | |||||
In November 2009, the Company entered into a settlement agreement to resolve all aspects of litigation relating to a patent suit. As part of that settlement agreement, the Company received $440,000 as reimbursement for litigation costs. The Company also was awarded $200,000 in eight installments of $25,000 every six months beginning on January 15, 2011, in return for an exclusive patent license. The term of the license agreement is consistent with the term of the $25,000 semiannual payments. The $25,000 installments are being recorded as revenue only upon receipt of the funds. As of December 31, 2013, $50,000 remained to be paid to the Company under this agreement. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
11. Related Party Transactions | |
One of the directors provides legal services to the Company. During the year ended December 31, 2013, the Company compensated this director $176,000 ($82,000 paid in 2013 and $94,000 paid in 2014) in conjunction with the Company’s judgment against and settlement with a former officer (note 10). | |
During the year ended December 31, 2012, the Company compensated this director in connection with legal services provided to the Company through the issuance of 402,333 shares of common stock valued at $68,397. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
12. Subsequent Events | |
The Company has evaluated subsequent events through the date these financial statements were issued and has determined that, other than what is disclosed herein, there are no subsequent events or transactions requiring recognition or disclosure in the financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation and Use of Estimates | ' | ||||||||
Basis of Presentation and Use of Estimates | |||||||||
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of stockholders’ equity based transactions. Actual results could differ from those estimates. | |||||||||
Reclassification | ' | ||||||||
Reclassification | |||||||||
Certain amounts in the prior year have been reclassified to conform to the current year presentation. | |||||||||
Inventory | ' | ||||||||
Inventory | |||||||||
At December 31, 2013 and 2012, inventory consisted primarily of nutraceutical and cosmetic products. Inventory is maintained in the Company’s leased Kentucky warehouse. | |||||||||
Inventory is valued at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to market value, if lower. At December 31, 2013 the Company recorded an inventory reserve in the amount of $20,000. Inventory consists of the following: | |||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 17,126 | $ | 12,800 | |||||
Finished products | 69,069 | 50,578 | |||||||
$ | 86,195 | $ | 63,378 | ||||||
Furnishings and Equipment | ' | ||||||||
Furnishings and Equipment | |||||||||
Furnishings and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company generally records sales once the product is shipped to the customer. If applicable, provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates have not been significant. | |||||||||
Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Sales to international distributors are recognized in the same manner. If title does not pass until the product reaches the customer’s delivery site, then recognition of revenue is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. There are no special post shipment obligations or acceptance provisions that exist with any sales arrangements | |||||||||
Revenue for the years ended December 31, 2013 and 2012 consists primarily of nutraceutical and cosmetic products. | |||||||||
Segments | ' | ||||||||
Segments | |||||||||
The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations as a single segment for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. | |||||||||
ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. | |||||||||
The Company’s tax returns for all years since December 31, 2010, remain open to most taxing authorities. | |||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | |||||||||
The Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The estimated forfeiture rate included in the option valuation was zero. | |||||||||
Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. | |||||||||
Earnings (Loss) Per Share | ' | ||||||||
Earnings (Loss) Per Share | |||||||||
Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. | |||||||||
Common stock equivalents comprising shares underlying 13,772,720 and 13,592,720 options and warrants at December 31, 2013 and 2012, respectively, have not been included in the loss per share calculation as the effects are anti-dilutive. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
Accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value 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. FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes the following three levels of inputs that may be used to measure fair value: | |||||||||
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||||||||
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||
The carrying value of the Company’s financial instruments, including cash, trade accounts receivable and accounts payable and accrued expenses and deposit payable approximate fair value for all periods. The fair value of notes payable to officers at December 31, 2013, is also an approximation of their fair value. | |||||||||
Concentration of Credit Risk | ' | ||||||||
Concentration of Credit Risk | |||||||||
The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. | |||||||||
The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. | |||||||||
One customer accounted for 77% and 73% of sales for the years ended December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, this customer accounted for 70% and 32% of accounts receivable, respectively. | |||||||||
A second customer accounted for 9% and 12% of sales for the years ended December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, this customer accounted for 28% and 57% of accounts receivable, respectively. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Summary of inventory | ' | ||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 17,126 | $ | 12,800 | |||||
Finished products | 69,069 | 50,578 | |||||||
$ | 86,195 | $ | 63,378 | ||||||
Furnishings_and_Equipment_Tabl
Furnishings and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Furnishings and Equipment [Abstract] | ' | ||||||||
Summary of furnishings and equipment | ' | ||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Furnishings and equipment, at cost | $ | 679,291 | $ | 679,291 | |||||
Accumulated depreciation | 578,568 | 521,594 | |||||||
$ | 100,723 | $ | 157,697 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes Payable [Abstract] | ' | ||||
Summary of notes payable activity | ' | ||||
Balance at December 31, 2011 | $ | 262,172 | |||
Repayment | (50,729 | ) | |||
Issuance of common stock for notes payable | (193,943 | ) | |||
Notes payable used to exercise options | (17,500 | ) | |||
Balance at December 31, 2012 | - | ||||
Borrowing | 94,000 | ||||
Repayment | (54,000 | ) | |||
Balance at December 31, 2013 | $ | 40,200 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of deferred tax assets | ' | ||||||||
31-Dec | |||||||||
2013 | 2012 | ||||||||
Net operating loss | $ | 900,000 | $ | 870,000 | |||||
Valuation allowance | (900,000 | ) | (870,000 | ) | |||||
Total | $ | - | $ | - | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of outstanding service-based options | ' | ||||||||||||
Exercise Price | Number of Options | Weighted Average Remaining Contractual Life | |||||||||||
$0.10 | $ | 1,000,000 | 4 years | ||||||||||
$0.20 - $0.25 | 7,735,000 | 8 years | |||||||||||
$0.40 | 1,150,000 | 8 years | |||||||||||
Total | $ | 9,885,000 | |||||||||||
Summary of weighted-average assumptions | ' | ||||||||||||
2013 | 2012 | ||||||||||||
Expected volatility | 50 | % | 50 | % | |||||||||
Risk free interest rate | 2 | % | 2 | % | |||||||||
Expected dividend yield | - | - | |||||||||||
Expected option term (in years) | 5-Jan | 1.5 - 5 | |||||||||||
Weighted average grant date fair value | $ | 0.08 | $ | 0.06 | |||||||||
Warrant [Member] | ' | ||||||||||||
Summary of outstanding and exercisable stock options and warrants | ' | ||||||||||||
Number of Shares | Weighted Average Exercise Price | Year | |||||||||||
of | |||||||||||||
Expiration | |||||||||||||
Balance at December 31, 2011 | 1,715,000 | 0.16 | 2012 - 2013 | ||||||||||
Granted | 2,037,720 | 0.4 | 2015 | ||||||||||
Expired | (115,000 | ) | 0.4 | 2012 | |||||||||
Balance at December 31, 2012 | 3,637,720 | 0.28 | 2013 - 2015 | ||||||||||
Granted | 250,000 | 0.4 | 2016 | ||||||||||
Balance at December 31, 2013 | 3,887,720 | 0.29 | 2014 - 2016 | ||||||||||
Service-Based Stock Options [Member] | ' | ||||||||||||
Summary of outstanding and exercisable stock options and warrants | ' | ||||||||||||
Number of Options | |||||||||||||
Balance at December 31, 2011 | 9,342,500 | ||||||||||||
Granted | 1,400,000 | ||||||||||||
Exercised | (500,000 | ) | |||||||||||
Expired | (287,500 | ) | |||||||||||
Balance at December 31, 2012 | 9,955,000 | ||||||||||||
Granted | 575,000 | ||||||||||||
Exercised | (500,000 | ) | |||||||||||
Expired | (145,000 | ) | |||||||||||
Balance at December 31, 2013 | 9,885,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Schedule of future minimum rental payments for operating leases | ' | ||||
Year ending | |||||
31-Dec | |||||
2014 | $ | $41,675 | |||
2015 | 42,187 | ||||
2016 | 17,578 | ||||
Total | $ | $101,440 | |||
Organization_and_Going_Concern1
Organization and Going Concern (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Organization and Going Concern (Textual) | ' | ' |
Accumulated deficit | ($8,063,861) | ($7,795,599) |
Negative cash flows from operations | ($259,074) | ($229,726) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of inventory | ' | ' |
Raw materials | $17,126 | $12,800 |
Finished products | 69,069 | 50,578 |
Inventory, net | $86,195 | $63,378 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Inventory reserve | 20,000 | ' |
Estimated useful lives of furnishings and equipment | 'Three to ten years. | ' |
Sales [Member] | One Customer [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration risk percentage | 77.00% | 73.00% |
Sales [Member] | Second Customer [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration risk percentage | 9.00% | 12.00% |
Accounts Receivable [Member] | One Customer [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration risk percentage | 70.00% | 32.00% |
Accounts Receivable [Member] | Second Customer [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration risk percentage | 28.00% | 57.00% |
Warrant [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Antidilutive securities excluded from computation of earnings per share | ' | 13,592,720 |
Option [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 13,772,720 | ' |
Furnishings_and_Equipment_Deta
Furnishings and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of furnishings and equipment | ' | ' |
Furnishings and equipment, at cost | $679,291 | $679,291 |
Accumulated depreciation | 578,568 | 521,594 |
Furnishings and equipment, net | $100,723 | $157,697 |
Furnishings_and_Equipment_Deta1
Furnishings and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Furnishings and Equipment (Textual) | ' | ' |
Depreciation expense | $56,974 | $56,974 |
Joint_Venture_Agreement_Detail
Joint Venture Agreement (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Joint Venture Agreement (Textual) | ' | ' |
Options purchased amount paid | $100,000 | ' |
Percentage of interests acquired | 10.00% | ' |
Deposit payable | 100,000 | ' |
Share price | $0.25 | ' |
Minority interest in joint ventures | 100,000 | ' |
Warrants to purchase maximum shares | 1,472,000 | ' |
Shares exercisable price per share | $0.22 | ' |
Exercisable period from date of MOU | '3 years | ' |
Option to acquire additional shares amount | $1,500,000 | ' |
Percentage of equity interest in public offerings | 10.00% | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of notes payable activity | ' | ' |
Begining Balance | ' | $262,172 |
Borrowing | 94,200 | ' |
Repayment of note payable | -54,000 | -50,729 |
Issuance of common stock for notes payable | ' | -193,943 |
Notes payable used to exercise options | ' | -17,500 |
Ending Balance | $40,200 | ' |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes Payable (Textual) | ' | ' |
Interest rate on notes payable | 5.00% | ' |
Interest expense on notes payable | $3,385 | $3,371 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of deferred tax assets | ' | ' |
Net operating loss | $900,000 | $870,000 |
Valuation allowance | -900,000 | -870,000 |
Total | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes (Textual) | ' | ' |
Net operating loss carryforwards | $2,650,000 | ' |
Operating loss carryforwards, expiration date | 31-Dec-33 | ' |
Percentage of federal statutory income tax rate | 34.00% | ' |
Deferred tax liabilities, furnishings and equipment | $30,400 | $47,600 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of outstanding and exercisable stock options and warrants | ' | ' | ' |
Number of Options/Shares, Beginning Balance | ' | 9,955,000 | ' |
Number of Options/Shares, Granted | 250,000 | 575,000 | 1,400,000 |
Number of Options/Shares, Expired | ' | -500,000 | -1,000,000 |
Number of Options/Shares, Ending Balance | ' | 9,885,000 | 9,955,000 |
Service-Based Stock Options [Member] | ' | ' | ' |
Summary of outstanding and exercisable stock options and warrants | ' | ' | ' |
Number of Options/Shares, Beginning Balance | ' | 9,955,000 | 9,342,500 |
Number of Options/Shares, Granted | ' | 575,000 | 1,400,000 |
Number of Options/Shares, Exercised | ' | -500,000 | -500,000 |
Number of Options/Shares, Expired | ' | -145,000 | -287,500 |
Number of Options/Shares, Ending Balance | ' | 9,885,000 | 9,955,000 |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
$0.10 [Member] | $0.20 - $0.25 [Member] | $0.20 - $0.25 [Member] | $0.20 - $0.25 [Member] | $0.40 [Member] | |||
Minimum [Member] | Maximum [Member] | ||||||
Summary of outstanding service-based options | ' | ' | ' | ' | ' | ' | ' |
Exercise Price | ' | ' | $0.10 | ' | $0.20 | $0.25 | $0.40 |
Number of Options | 9,885,000 | 9,955,000 | 1,000,000 | 7,735,000 | ' | ' | 1,150,000 |
Weighted Average Remaining Contractual Life | ' | ' | '4 years | '8 years | ' | ' | '8 years |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' |
Number of Options/Shares, Beginning Balance | ' | 9,955,000 | ' |
Number of Options/Shares, Granted | 250,000 | 575,000 | 1,400,000 |
Number of Options/Shares, Expired | ' | 500,000 | 1,000,000 |
Number of Options/Shares, Ending Balance | ' | 9,885,000 | 9,955,000 |
Warrant expiration term, Beginning | ' | 'Three-year | ' |
Warrant expiration term, Ending | ' | 'Three-year | 'Three-year |
Warrant [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' |
Number of Options/Shares, Beginning Balance | ' | 3,637,720 | 1,715,000 |
Number of Options/Shares, Granted | ' | 250,000 | 2,037,720 |
Number of Options/Shares, Expired | ' | ' | -115,000 |
Number of Options/Shares, Ending Balance | ' | 3,887,720 | 3,637,720 |
Weighted Average Exercise Price, Beginning Balance | ' | 0.28 | 0.16 |
Weighted Average Exercise Price, Granted | ' | 0.4 | 0.4 |
Weighted Average Exercise Price, Expired | ' | ' | 0.4 |
Weighted Average Exercise Price, Ending Balance | ' | 0.29 | 0.28 |
Warrant expiration term, Beginning | ' | '2013 - 2015 | '2012 - 2013 |
Year of Expiration, Granted | ' | '2016 | '2015 |
Year of Expiration, Expired | ' | ' | '2012 |
Warrant expiration term, Ending | ' | '2014 - 2016 | '2013 - 2015 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | 50.00% | 50.00% |
Risk free interest rate | 2.00% | 2.00% |
Expected dividend yield | ' | ' |
Weighted average grant date fair value | $0.08 | $0.06 |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected option term (in years) | '1 year | '1 year 6 months |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected option term (in years) | '5 years | '5 years |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Performance-Based Stock Options [Member] | Service-Based Stock Options [Member] | Service-Based Stock Options [Member] | Service-Based Stock Options [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Common Stock [Member] | Common Stock [Member] | |||||
Performance-Based Stock Options [Member] | Service-Based Stock Options [Member] | Performance-Based Stock Options [Member] | Service-Based Stock Options [Member] | ||||||||||||||||
Issuance of common stock | ' | ' | $125,000 | $313,383 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | $18,434 |
Exercise Price | ' | ' | ' | ' | ' | $0.25 | ' | $0.20 | ' | $0.40 | $0.20 | ' | $5 | $0.40 | $0.29 | $0.28 | $0.16 | ' | ' |
Common stock offering price | ' | ' | $0.25 | $0.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes and other payables converted into common stock | ' | ' | ' | 293,943 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercise, Intrinsic value | ' | ' | 50,000 | 32,500 | ' | ' | 100,000 | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Options/Shares, Granted | ' | 250,000 | 575,000 | 1,400,000 | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | 250,000 | 2,037,720 | ' | ' | ' |
Weighted Average Exercise Price, Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | $0.40 | ' | ' | ' |
Warrants description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each two shares of common stock issued included a three-year warrant for one share exercisable at $0.40. | 'Each two shares of common stock issued included a three-year warrant for one share exercisable at $0.40. | ' | ' | ' |
Options exercised, shares | ' | ' | ' | ' | 6,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 325,000 |
Options vested number of shares | 200,000 | ' | ' | 200,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Year of Expiration, Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2016 | '2015 | ' | ' | ' |
Options exercisable intrinsic value | ' | ' | ' | ' | ' | ' | 448,350 | 110,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options exercisable | ' | ' | ' | ' | ' | ' | 9,835,000 | 9,305,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services, (in shares) | ' | ' | ' | ' | ' | 50,000 | 525,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 195,000 | 719,440 |
Common stock issued for services | ' | ' | 48,750 | 122,305 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,950 | 7,194 |
Stock option vested period | ' | ' | ' | 'over the next 6 months | ' | ' | ' | 'Vest over one and two year periods through June 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company extended options for shares | ' | ' | 500,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -115,000 | ' | ' | ' |
Warrants expiration shares | ' | ' | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant expiration term | ' | ' | 'Three-year | 'Three-year | ' | ' | 'Three-year | 'Three-year | ' | ' | ' | ' | ' | ' | '2014 - 2016 | '2013 - 2015 | '2012 - 2013 | ' | ' |
Stock compensation expense | ' | ' | 105,000 | 84,000 | ' | ' | 102,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | 3,385 | 3,371 | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period performance based options to purchase common stock | ' | ' | 6,950,000 | ' | ' | ' | 6,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options expiration description | ' | ' | ' | ' | 'Options expire at various dates between 2021. and 2023 | ' | 'expire in 3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual sales revenue target | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' | 10,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' |
Fair value of performance based stock options | ' | ' | ' | ' | 302,000 | ' | ' | 97,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | 84,000 | ' | ' | ' | 84,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unearned share based compensation | ' | ' | ' | ' | 302,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercised with notes payable | ' | ' | ' | 17,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,750 |
Fair value of options expensed | ' | ' | 93,500 | ' | ' | ' | 44,000 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unearned compensation on unvested service based option | ' | ' | ' | ' | ' | ' | $3,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalties_Details_Textual
Royalties (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Royalty based upon sales amount | $227,175 | ' |
Percentage of royalty based upon sales | 8.00% | ' |
Royalty expense | 40,000 | 50,000 |
Royalty commitment | $65,000 | ' |
President [Member] | ' | ' |
Interest in royalty | 60.00% | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Operating Leased Assets [Line Items] | ' |
2014 | $41,675 |
2015 | 42,187 |
2016 | 17,578 |
Total | $101,440 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||
Feb. 28, 2013 | Nov. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 12, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Feb. 01, 2013 | Feb. 28, 2013 | Feb. 01, 2013 | Feb. 28, 2013 | Feb. 01, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Range one [Member] | Range two [Member] | Range three [Member] | Stock Option One [Member] | Stock Option One [Member] | Stock Option Two [Member] | Stock Option Two [Member] | Stock Option Three [Member] | Stock Option Three [Member] | |||||
President [Member] | President [Member] | ||||||||||||||||||
Lease expiration date | ' | ' | 31-May-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment and consulting agreements expiration period | ' | ' | ' | ' | ' | ' | '1 year | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly lease rental payments | ' | ' | $3,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating leases, rent expense | ' | ' | 55,430 | 59,204 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period performance based options to purchase common stock | ' | ' | 6,950,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consultant expense | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for services, (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | 375,000 | ' | 375,000 | ' |
Common stock exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' | $0.40 | ' | $0.80 |
Stock option exercise price lower range limit | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option exercise price upper range limit | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual sales revenue target | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Salaries, wages and officers compensation | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | 145,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other officers compensation | ' | ' | 5,000 | ' | ' | ' | 5,000 | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal settlement amount | ' | ' | ' | ' | 386,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal settlement proceeds | ' | ' | 210,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net of legal costs | ' | ' | 176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal settlement proceeds receivable | ' | ' | 132,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal settlement costs received | ' | ' | 78,000 | ' | ' | 132,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of bonus compensation for pretax income | ' | ' | 16.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from litigation settlement | ' | 440,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation amount in installments | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of installments | ' | ' | 'Eight | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Installments paid for every six months | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation semiannual payments | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue installments on receipt of funds | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation costs receivable | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of additional shares authorized | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 | $50,000,000 | $100,000,000 | ' | ' | ' | ' | ' | ' |
Exercise price of number of additional shares authorized | ' | ' | ' | ' | ' | ' | $1.50 | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' |
Issuance of common stock for legal services | $48,750 | $122,305 |
Director [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Legal services compensation cost | 176,000 | ' |
Stock issued for legal services, Shares | ' | 402,333 |
Issuance of common stock for legal services | ' | 68,397 |
Director [Member] | 2013 [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Legal services compensation cost | 82,000 | ' |
Director [Member] | 2014 [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Legal services compensation cost | $94,000 | ' |