Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 09, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | StrikeForce Technologies Inc. | ||
Entity Central Index Key | 1285543 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $635,282 | ||
Entity Common Stock, Shares Outstanding | 26,116,134 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $13,129 | $7,559 |
Accounts receivable | 38,507 | 39,454 |
Prepayments and other current assets | 18,788 | 31,287 |
Total current assets | 70,424 | 78,300 |
Property and equipment, net | 5,522 | 3,989 |
Patents, net | 17,965 | 20,019 |
Website development costs, net | 1,500 | 4,500 |
Security deposit | 8,684 | 8,684 |
Total Assets | 104,095 | 115,492 |
Current Liabilities: | ||
Current maturities of convertible notes payable, net | 942,115 | 1,070,467 |
Convertible notes payable - related parties | 355,500 | 355,500 |
Current maturities of notes payable, net | 1,897,500 | 1,992,500 |
Notes payable - related parties | 722,638 | 722,638 |
Accounts payable | 1,376,300 | 1,237,165 |
Accrued expenses | 4,683,306 | 4,350,477 |
Derivative liabilities | 1,415,402 | 519,433 |
Convertible secured notes payables | 542,588 | 542,588 |
Capital leases payable | 5,532 | 5,532 |
Payroll taxes payable | 53,901 | 53,901 |
Garnishment withheld | 1,777 | |
Due to factor | 209,192 | 209,192 |
Total current liabilities | 12,165,751 | 11,059,393 |
Non-current Liabilities: | ||
Common stock to be issued | 1 | |
Convertible notes payable, net of current maturities | 97,404 | 70,000 |
Total non-current liabilities | 97,404 | 70,001 |
Total Liabilities | 12,303,155 | 11,129,394 |
Stockholders' Deficit | ||
Series A Preferred stock, no par value; 100 shares authorized; 3 shares issued and outstanding | 987,000 | 987,000 |
Series B Preferred stock par value $0.10: 100,000,000 shares authorized; 142,004 and 0 shares issued and outstanding, respectively | 14,200 | |
Preferred stock series not designated par value $0.10: 10,000,000 shares authorized; none issued or outstanding | ||
Common stock par value $0.0001: 3,000,000,000 shares authorized; 2,453,522 and 3,566 shares issued and outstanding, respectively | 246 | 1 |
Additional paid-in capital | 22,249,637 | 20,099,010 |
Accumulated deficit | -35,450,143 | -32,099,913 |
Total Stockholders' Deficit | -12,199,060 | -11,013,902 |
Total Liabilities and Stockholders' Deficit | $104,095 | $115,492 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheets Parenthetical | ||
Preferred Stock Series A, no par value | $0 | $0 |
Preferred Stock Series A, shares authorized | 100 | 100 |
Preferred Stock Series A, shares issued | 3 | 3 |
Preferred Stock Series A, shares outstanding | 3 | 3 |
Preferred Stock Series B, par value | $0.10 | $0.10 |
Preferred Stock Series B, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock Series B, shares issued | 142,004 | 0 |
Preferred Stock Series B, shares outstanding | 142,004 | 0 |
Preferred Stock, par or stated value | $0.10 | $0.10 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par or stated value | $0.00 | $0.00 |
Common Stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, shares issued | 2,453,522 | 3,566 |
Common Stock, shares outstanding | 2,453,522 | 3,566 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statements Of Operations | ||
Revenue | $324,807 | $434,657 |
Cost of revenue | 9,658 | 16,967 |
Gross margin | 315,149 | 417,690 |
Operating expenses: | ||
Compensation | 331,193 | 354,384 |
Professional fees | 680,673 | 710,526 |
Selling, general and administrative expenses | 283,016 | 245,684 |
Research and development | 287,646 | 340,600 |
Total operating expenses | 1,582,528 | 1,651,194 |
Loss from operations | -1,267,379 | -1,233,504 |
Other (income) expense: | ||
Interest and financing expense | 1,649,813 | 1,520,195 |
Change in fair value of derivative liabilities | 432,960 | -312,995 |
Forgiveness of debt | -29,778 | |
Other (income) expense, net | 2,082,773 | 1,177,422 |
Income tax provision | 78 | |
Net loss | ($3,350,230) | ($2,410,926) |
Net loss per common share - basic and diluted | ($11.03) | ($2,394.17) |
Weighted average common shares outstanding - basic and diluted | 303,671 | 1,007 |
STATEMENT_OF_CHANGE_IN_STOCKOL
STATEMENT OF CHANGE IN STOCKOLDERS' EQUITY (USD $) | Series A Preferred stock, no par value | Series B Preferred stock, par value $0.10 | Common stock at $.0001 Par Value Amount | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $987,000 | $18,217,607 | ($29,688,987) | ($10,484,380) | ||
Beginning Balance, Shares at Dec. 31, 2012 | 3 | 372 | ||||
Issuance of shares of common stock for conversions of convertible notes payable, Shares | 3,193 | |||||
Issuance of shares of common stock for conversions of convertible notes payable, Amount | 1 | 1,784,852 | 1,784,853 | |||
Issuance of shares of common stock for consulting services, Shares | 1 | |||||
Issuance of shares of common stock for consulting services, Amount | 3,859 | 3,859 | ||||
Issuance of warrants for consulting services | 525 | 525 | ||||
Issuance of warrants in connection with notes payable to the lender | 64,167 | 64,167 | ||||
Issuance of stock options for employee services | 10,000 | 10,000 | ||||
Issuance of stock options for patent | 18,000 | 18,000 | ||||
Net loss | -2,410,926 | -2,410,926 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 987,000 | 1 | 20,099,010 | -32,099,913 | -11,013,902 | |
Ending Balance, Shares at Dec. 31, 2013 | 3 | 3,566 | ||||
Sale of shares of series B preferred stock, Shares | 142,004 | |||||
Sale of shares of series B preferred stock, Amount | 14,200 | 198,800 | 213,000 | |||
Preferred stock discount due to convertible features | -14,830 | -14,830 | ||||
Issuance of shares of common stock and warrants for consulting services, Shares | 63 | |||||
Issuance of shares of common stock and warrants for consulting services, Amount | 1 | 1,468 | 1,469 | |||
Issuance of shares of common stock for conversions of convertible notes payable, Shares | 2,126,590 | |||||
Issuance of shares of common stock for conversions of convertible notes payable, Amount | 212 | 657,882 | 658,094 | |||
Issuance of common shares in connection with the exercise of warrants,Shares | 323,303 | |||||
Issuance of common shares in connection with the exercise of warrants, Amount | 32 | 8,489 | 8,521 | |||
Reclassification of derivative liabilities due to conversion of convertible notes | 1,298,818 | 1,298,818 | ||||
Issuance of stock options for patent | ||||||
Net loss | -3,350,230 | -3,350,230 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $987,000 | $14,200 | $246 | $22,249,637 | ($35,450,143) | ($12,199,060) |
Ending Balance, Shares at Dec. 31, 2014 | 3 | 142,004 | 2,453,522 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($3,350,230) | ($2,410,926) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,038 | 9,675 |
Amortization of discount on notes payable | 1,126,800 | 924,470 |
Forgiveness of debt | -30,174 | |
Change in fair value of derivative financial instruments | 432,960 | -312,995 |
Issuance of stock options for employee services | 10,000 | |
Issuance of common stock and warrants for consulting services | 1,469 | 4,384 |
Warrants issued in connection with convertible note payable | 64,167 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 947 | 103,836 |
Prepaid expenses | 12,499 | -21,340 |
Accounts payable | 139,135 | 373,461 |
Accrued expenses | 472,193 | 483,313 |
Garnishment withheld | 1,777 | |
Common stock to be issued | -1 | -18 |
Net cash used in operating activities | -1,153,413 | -802,147 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -5,517 | -1,499 |
Net cash used in investing activities | -5,517 | -1,499 |
Cash flows from financing activities: | ||
Proceeds from sale of series B preferred stock | 213,000 | |
Repayment of notes payable | -7,824 | |
Proceeds from convertible notes payable | 901,500 | 689,250 |
Repayment of convertible notes payable | -3,500 | |
Proceeds from notes payable | 50,000 | |
Net cash provided by financing activities | 1,164,500 | 677,926 |
Net change in cash | 5,570 | -125,720 |
Cash at beginning of the year | 7,559 | 133,279 |
Cash at end of the year | 13,129 | 7,559 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 78 | |
Income tax paid | ||
Non-cash investing and financing activities: | ||
Common shares issued for conversion of debt and accrued interest | 658,094 | 950,107 |
Common shares issued for exercise of warrants | 8,521 | |
Preferred stock discount due to convertible feature | -14,830 | |
Debt discount due to convertible feature | 1,761,827 | |
Reclassification of derivative liability to equity | 1,298,818 | |
Issuance of stock options for patent | 18,000 | |
Issuance of common stock for common stock to be issued | ($1) | $19 |
Organization_and_Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization and Operations | |
Note 1 - Organization and Operations | StrikeForce Technical Services Corporation was incorporated in August 2001 under the laws of the State of New Jersey. On September 3, 2004, the stockholders approved an amendment to the Certificate of Incorporation to change its name to StrikeForce Technologies, Inc. (the “Company”). On November 15, 2010, the Company was re-domiciled under the laws of the State of Wyoming. The Company’s operations are based in Edison, New Jersey. |
The Company is a software development and services company. The Company owned the exclusive right to license and has developed various identification protection software products that were developed to protect computer networks from unauthorized access and to protect network owners and users from identity theft. The Company has developed a suite of products based upon the licenses and its strategy is to develop and exploit the products for customers in the areas of financial services, e-commerce, corporate, government, health care and consumer sectors. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary of Significant Accounting Policies | |||||||||
Note 2 - Summary of Significant Accounting Policies | The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. | ||||||||
Basis of Presentation | |||||||||
The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |||||||||
Use of Estimates and Assumptions | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). | |||||||||
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: | |||||||||
(i) | Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. | ||||||||
(ii) | Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. | ||||||||
(iii) | Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. | ||||||||
(iv) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. | ||||||||
(v) | Estimates and assumptions used in valuation of derivative liabilities and equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities, share options and similar instruments. | ||||||||
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. | |||||||||
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. | |||||||||
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. | |||||||||
Actual results could differ from those estimates. | |||||||||
Fair Value of Financial Instruments | |||||||||
The Company follows applicable accounting guidance for disclosures about fair value of its financial instruments. U.S. GAAP establishes a framework for measuring fair value, and requires disclosures about fair value measurements. To provide consistency and comparability in fair value measurements and related disclosures, U.S. GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are described below: | |||||||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||||||
Level 3 | Pricing inputs that are generally not observable inputs and not corroborated by market data. | ||||||||
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. | |||||||||
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |||||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, accrued expenses, payroll taxes payable, and due to factor, approximate their fair values because of the short maturity of these instruments. | |||||||||
The Company’s notes payable, convertible notes payable, convertible secured notes payable, and capital leases payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2014 and 2013. | |||||||||
The Company’s Level 3 financial liabilities consist of the derivative financial instruments for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date. | |||||||||
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. | |||||||||
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis | |||||||||
Level 3 Financial Liabilities – Derivative Financial Instruments | |||||||||
The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at the end of every reporting period and recognizes gains or losses in the Statements of Operations that are attributable to the change in the fair value of the derivative liability. | |||||||||
Carrying Value, Recoverability and Impairment of Long-Lived Assets | |||||||||
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, patents, and website development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. When long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |||||||||
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. | |||||||||
The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs of the manufacturing facilities. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Any difficulty in manufacturing or sourcing raw materials on a cost effective basis would significantly impact the projected future cash flows of the Company’s manufacturing facilities and potentially lead to an impairment charge for long-lived assets. Other factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets. | |||||||||
The impairment charges, if any, is included in operating expenses in the accompanying statements of operations. | |||||||||
Cash Equivalents | |||||||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any. | |||||||||
Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |||||||||
There was no allowance for doubtful accounts at December 31, 2014 or 2013. | |||||||||
Property and Equipment | |||||||||
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: | |||||||||
Estimated Useful Life (Years) | |||||||||
Computer equipment | 5 | ||||||||
Computer software | 3 | ||||||||
Furniture and fixture | 7 | ||||||||
Office equipment | 7 | ||||||||
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. | |||||||||
Leases | |||||||||
Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with applicable paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 A lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight-line basis over the capital lease assets' estimated useful lives consistent with the Company’s normal depreciation policy for tangible assets, but generally not exceeding the term of the lease. Interest charges are expensed over the term of the lease in relation to the carrying value of the capital lease obligation. | |||||||||
Operating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. | |||||||||
Intangible Assets Other Than Goodwill | |||||||||
The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over or their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of legal lives of the patents, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | |||||||||
Patents | |||||||||
For acquired patents the Company records the costs to acquire patents as patent and amortizes the patent acquisition cost over its remaining legal life, or estimated useful life, or the term of the contract, whichever is shorter. For internal developed patents, all costs incurred to the point when a patent application is to be filed are expended as incurred as research and development expense; patent application costs, generally legal costs, thereafter incurred are capitalized, which are to be amortized once the patents are granted or expended if the patent application is rejected. The Company amortizes the internal developed patents over the shorter of the expected useful lives or the legal lives of the patents, which are generally 17 to 20 years for domestic patents and 5 to 20 years for foreign patents from the date when the patents are granted. The costs of defending and maintaining patents are expended as incurred. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | |||||||||
Website Development Cost | |||||||||
The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful lives of three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | |||||||||
Discount on Debt | |||||||||
The Company allocates the proceeds received from convertible debt instruments between the liability component and equity component, and records the conversion feature as a liability in accordance with subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”). The conversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, have been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The conversion liability is marked to market each reporting period with the resulting gains or losses shown in the Statement of Operations. The Company has also recorded the resulting discount on debt related to the warrants and conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. | |||||||||
Derivative Instruments and Hedging Activities | |||||||||
The Company accounts for derivative instruments and hedging activities in accordance with paragraph 815-10-05-4 of the FASB Accounting Standards Codification (“Paragraph 815-10-05-4”). Paragraph 815-10-05-4 requires companies to recognize all derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends upon: (i) whether the derivative has been designated and qualifies as part of a hedging relationship, and (ii) the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument based upon the exposure being hedged as either a fair value hedge, cash flow hedge or hedge of a net investment in a foreign operation. | |||||||||
Derivative Liability | |||||||||
The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. | |||||||||
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. | |||||||||
The Company marks to market the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the consolidated statements of operations and comprehensive income (loss). | |||||||||
The Company utilizes the Lattice model that values the liability of the derivative warrants based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the derivative warrants. | |||||||||
Related Parties | |||||||||
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||||||||
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||||||||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||||||||
Commitment and Contingencies | |||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||||||||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |||||||||
Revenue Recognition | |||||||||
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||
The Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of products. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the third party carrier and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues. | |||||||||
In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of products and services: | |||||||||
Hardware | |||||||||
Revenue from hardware sales is recognized when the product is shipped to the customer and there are either no unfulfilled Company obligations or any obligations that will not affect the customer's final acceptance of the arrangement. All costs of these obligations are accrued when the corresponding revenue is recognized. There were no revenues from fixed price long-term contracts. | |||||||||
Software, Services and Maintenance | |||||||||
Revenue from time and service contracts is recognized as the services are provided. Revenue from delivered elements of one-time charge licensed software is recognized at the inception of the license term, provided the Company has vendor-specific objective evidence of the fair value of each delivered element. Revenue is deferred for undelivered elements. The Company recognizes revenue from the sale of software licenses when the four criteria discussed above are met. Delivery generally occurs when the product is delivered to a common carrier or the software is downloaded via email delivery or an FTP web site. The Company assesses collection based on a number of factors, including past transaction history with the customer and the creditworthiness of the customer. The Company does not request collateral from customers. If the Company determines that collection of a fee is not reasonably assured, the Company defers the fee and recognizes revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash. Revenue from monthly software licenses is recognized on a subscription basis. | |||||||||
ASP Hosted Cloud Services | |||||||||
The Company offers an Application Service Provider Cloud Service whereby customer usage transactions are invoiced monthly on a cost per transaction basis. The service is sold via the execution of a Service Agreement between the Company and the customer. Initial set-up fees are recognized over the period in which the services are performed. | |||||||||
Fixed Price Service Contracts | |||||||||
Revenue from fixed price service contracts is recognized over the term of the contract based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Revenue from maintenance is recognized over the contractual period or as the services are performed. Revenue in excess of billings on service contracts is recorded as unbilled receivables and is included in trade accounts receivable. Applicable billings in excess of revenue that is recognized on service contracts are recorded as deferred income until the aforementioned revenue recognition criteria are met. | |||||||||
Stock-Based Compensation for Obtaining Employee Services | |||||||||
The Company accounts for share-based payment transactions issued to employees under the guidance of the Topic 718 Compensation—Stock Compensation of the FASB Accounting Standards Codification (“ASC Topic 718”). | |||||||||
Pursuant to ASC Section 718-10-20 an employee is an individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Internal Revenue Service (“IRS”) Revenue Ruling 87-41. A nonemployee director does not satisfy this definition of employee. Nevertheless, nonemployee directors acting in their role as members of a board of directors are treated as employees if those directors were elected by the employer’s shareholders or appointed to a board position that will be filled by shareholder election when the existing term expires. However, that requirement applies only to awards granted to nonemployee directors for their services as directors. Awards granted to nonemployee directors for other services shall be accounted for as awards to non-employees. | |||||||||
Pursuant to ASC Paragraphs 718-10-30-2 and 718-10-30-3 a share-based payment transaction with employees shall be measured based on the fair value of the equity instruments issued and an entity shall account for the compensation cost from share-based payment transactions with employees in accordance with the fair value-based method, i.e., the cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued or the fair value of the liabilities incurred/settled. | |||||||||
Pursuant to ASC Paragraphs 718-10-30-6 and 718-10-30-9 the measurement objective for equity instruments awarded to employees is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as expected volatility, at the grant date. As such, the fair value of an equity share option or similar instrument shall be estimated using a valuation technique such as an option pricing model. For this purpose, a similar instrument is one whose fair value differs from its intrinsic value, that is, an instrument that has time value. | |||||||||
If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in its most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: | |||||||||
a. | The exercise price of the option. | ||||||||
b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term =(vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
c. | The current price of the underlying share. | ||||||||
d. | The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. | ||||||||
e. | The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||
f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | ||||||||
Pursuant to ASC Paragraphs 718-10-30-11 and 718-10-30-17 a restriction that stems from the forfeitability of instruments to which employees have not yet earned the right, such as the inability either to exercise a non-vested equity share option or to sell non-vested shares, is not reflected in estimating the fair value of the related instruments at the grant date. Instead, those restrictions are taken into account by recognizing compensation cost only for awards for which employees render the requisite service and a non-vested equity share or non-vested equity share unit awarded to an employee shall be measured at its fair value as if it were vested and issued on the grant date. | |||||||||
Pursuant to ASC Paragraphs 718-10-35-2 and 718-10-35-3 the compensation cost for an award of share-based employee compensation classified as equity shall be recognized over the requisite service period, with a corresponding credit to equity (generally, paid-in capital). The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. The total amount of compensation cost recognized at the end of the requisite service period for an award of share-based compensation shall be based on the number of instruments for which the requisite service has been rendered (that is, for which the requisite service period has been completed). An entity shall base initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. That estimate shall be revised if subsequent information indicates that the actual number of instruments is likely to differ from previous estimates. The cumulative effect on current and prior periods of a change in the estimated number of instruments for which the requisite service is expected to be or has been rendered shall be recognized in compensation cost in the period of the change. Previously recognized compensation cost shall not be reversed if an employee share option (or share unit) for which the requisite service has been rendered expires unexercised (or unconverted). | |||||||||
Under the requirement of ASC Paragraph 718-10-35-8 the Company made a policy decision to recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | |||||||||
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |||||||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||||||||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. | |||||||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. | |||||||||
Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: | |||||||||
a. | The exercise price of the option. | ||||||||
b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
c. | The current price of the underlying share. | ||||||||
d. | The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. | ||||||||
e. | The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||
f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | ||||||||
Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||||||
Software Development Costs | |||||||||
The Company has adopted paragraph 985-20-05-01 of the FASB Accounting Standards Codification (“Paragraph 985-20-05-01”) for the costs of computer software to be sold or licensed. Paragraph 985-20-05-01 requires research and development costs incurred in the process of software development before establishment of technological feasibility being expensed as incurred and capitalization of software development costs incurred subsequent to establishment of technological feasibility and prior to the availability of the product for general release to customers. Systematic amortization of capitalized costs begins when a product is available for general release to customers and is computed on a product-by-product basis at a rate not less than straight-line basis over the product’s remaining estimated economic life. To date, all costs have been accounted for as research and development costs and no software development cost has been capitalized. | |||||||||
Deferred Tax Assets and Income Tax Provision | |||||||||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date. | |||||||||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |||||||||
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. | |||||||||
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||||||||
Uncertain Tax Positions | |||||||||
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the for the reporting period ended December 31, 2014 or 2013. | |||||||||
Net Income (Loss) per Common Share | |||||||||
Earnings per share ("EPS") is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic EPS is computed by dividing earnings by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing earnings by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |||||||||
Pursuant to ASC Paragraphs 260-10-45-45-22 and 23 the dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. | |||||||||
The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive, as adjusted by the Company's 1:650 reverse stock split adopted on January 29, 2015: | |||||||||
Potentially Outstanding | |||||||||
Dilutive Common Shares | |||||||||
For the Year Ended December 31, | For the Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Conversion Feature Shares | |||||||||
Common shares issuable under the conversion feature of convertible notes payable | $ | 551,488 | $ | 6,527 | |||||
Sub-total: Conversion feature shares | 551,488 | 6,527 | |||||||
Stock Option Shares | |||||||||
Options issued from January 11, 2005 through April 21, 2011 to employees to purchase common shares with exercise prices ranging from $2,437.50 to $9,750,000 per share expiring five (5) years to ten (10) years from the date of issuance | 137 | 137 | |||||||
Options issued from December 23, 2010 through January 30, 2013 to parties other than employees to purchase common shares with exercise prices ranging from $1,950.00 to $8,775,000 per share expiring five (5) years to ten (10) years from the date of issuance | 2 | 12 | |||||||
Options issued on January 3, 2013 from the 2012 Stock Incentive Plan to employees to purchase common shares with an exercise price of $2,242.50 per share expiring ten (10) years from the date of issuance | 5 | 5 | |||||||
Sub-total: Stock option shares | 144 | 154 | |||||||
Warrant Shares | |||||||||
Warrants issued in connection with debentures | 29,994 | 95 | |||||||
Warrants sold for cash | 43 | 187 | |||||||
Warrants issued for services | 26 | 15 | |||||||
Warrants issued in connection with the sale of common stock | 27 | 29 | |||||||
Sub-total: Warrant shares | 30,090 | 326 | |||||||
Total potentially outstanding dilutive common shares | $ | 581,722 | $ | 7,007 | |||||
Cash Flows Reporting | |||||||||
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | |||||||||
Subsequent Events | |||||||||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||||||||
Recently Issued Accounting Pronouncements | |||||||||
In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) | |||||||||
This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. | |||||||||
To achieve that core principle, an entity should apply the following steps: | |||||||||
1 | Identify the contract(s) with the customer | ||||||||
2 | Identify the performance obligations in the contract | ||||||||
3 | Determine the transaction price | ||||||||
4 | Allocate the transaction price to the performance obligations in the contract | ||||||||
5 | Recognize revenue when (or as) the entity satisfies performance obligations | ||||||||
The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following: | |||||||||
1 | Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) | ||||||||
2 | Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations | ||||||||
3 | Assets recognized from the costs to obtain or fulfill a contract. | ||||||||
ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted. | |||||||||
In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718) : Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). | |||||||||
The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. | |||||||||
The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. | |||||||||
In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). | |||||||||
In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies. | |||||||||
When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. | |||||||||
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): | |||||||||
a. | Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans). | ||||||||
b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations. | ||||||||
c. | Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. | ||||||||
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following: | |||||||||
a. | Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. | ||||||||
b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations. | ||||||||
c. | Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. | ||||||||
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. | |||||||||
In November 2014, the FASB issued the FASB Accounting Standards Update No. 2014-16 “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”). The amendments in ASU No. 2014-16 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. | |||||||||
In January 2015, the FASB issued the FASB Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). This Update eliminates from GAAP the concept of extraordinary items and the requirements in Subtopic 225-20 for reporting entities to separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. | |||||||||
In February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-02 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”)to improve certain areas of consolidation guidance for reporting organizations (i.e., public, private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations). | |||||||||
All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: | |||||||||
· | Eliminating the presumption that a general partner should consolidate a limited partnership. | ||||||||
· | Eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model). | ||||||||
· | Clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights. | ||||||||
· | Amending the guidance for assessing how related party relationships affect VIE consolidation analysis. | ||||||||
· | Excluding certain money market funds from the consolidation guidance. | ||||||||
The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. | |||||||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. | |||||||||
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern | |
Note 3 - Going Concern | The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). |
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. | |
As reflected in the financial statements, the Company had an accumulated deficit at December 31, 2014, a net loss and net cash used in operating activities for the year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
Currently, management is attempting to increase revenues and improve gross margins by a revised sales strategy. The Company is redirecting its sales focus from direct sales to domestic and international channel sales, where the Company is primarily selling through a channel of Distributors, Value Added Resellers, Strategic Partners and Original Equipment Manufacturers. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to continually increase its customer base and realize increased revenues from recently signed contracts. | |
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property Equipment at Cost | |||||||||||||
Note 4 - Property and Equipment | Property and equipment, stated at cost, less accumulated depreciation consisted of the following: | ||||||||||||
Estimated Useful Life (Years) | December 31, | December 31, | |||||||||||
2014 | 2013 | ||||||||||||
Computer equipment | 5 | $ | 76,952 | $ | 73,540 | ||||||||
Computer software | 3 | 26,634 | 25,135 | ||||||||||
Furniture and fixture | 7 | 10,157 | 10,157 | ||||||||||
Office equipment | 7 | 16,511 | 15,906 | ||||||||||
130,254 | 124,738 | ||||||||||||
Less accumulated depreciation (i) | (124,732 | ) | (120,749 | ) | |||||||||
$ | 5,522 | $ | 3,989 | ||||||||||
(i) Depreciation Expense | |||||||||||||
Depreciation expense for the year ended December 31, 2014 and 2013 was $3,983 and $4,620, respectively. | |||||||||||||
(ii) Impairment | |||||||||||||
The Company completed the annual impairment test of property and equipment and determined that there was no impairment as the fair value of property, plant and equipment, exceeded their carrying values at December 31, 2014 and 2013, respectively. |
Patents
Patents | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Patents: | |||||||||
Note 5 - Patents | Patents, stated at cost, less accumulated amortization, consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Patents | 22,329 | 22,329 | |||||||
Accumulated amortization | (4,364 | ) | (2,310 | ) | |||||
$ | 17,965 | $ | 20,019 | ||||||
(i) Amortization Expense | |||||||||
Amortization expense for the years ended December 31, 2014 and 2013 was $2,054 and $2,055, respectively. | |||||||||
(ii) Impairment | |||||||||
The Company completed the annual impairment test of patents and determined that there was no impairment as the fair value of patents exceeded their carrying values at December 31, 2014 and 2013, respectively. |
Website
Website | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Website, stated at cost | |||||||||
Note 6 - Website | Website, stated at cost, less accumulated amortization, consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Website | $ | 31,331 | $ | 31,331 | |||||
Accumulated amortization (i) | (29,831 | ) | (26,831 | ) | |||||
$ | 1,500 | $ | 4,500 | ||||||
(i) Amortization Expense | |||||||||
Amortization expense for the years ended December 31, 2014 and 2013 was $3,000 and $3,000, respectively. | |||||||||
(ii) Impairment | |||||||||
The Company completed the annual impairment test of website and determined that there was no impairment as the fair value of website, exceeded their carrying values at December 31, 2014 and 2013, respectively. | |||||||||
Convertible_Note_Payable
Convertible Note Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Note Payable | |||||||||
Note 7 - Convertible Notes Payable | Convertible notes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible note bearing interest at 8% per annum, matured on March 28, 2008, with a conversion price of $8,775,000 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing a settlement with the note holder. | $ | 235,000 | $ | 235,000 | |||||
Convertible notes bearing interest at 8% per annum with a conversion price of $8,775,000 per share, as adjusted by the Company’s 1:650 reverse stock split, matured on December 31, 2010. The Company is currently pursuing a settlement with the note holder. | 50,000 | 50,000 | |||||||
Convertible note bearing interest at 9% per annum with a conversion price of $1,365,000 per share, as adjusted by the Company’s 1:650 reverse stock split, matured on December 9, 2010. Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and two unrelated parties in September 2013, November 2013 and May 2014, the Company settled and transferred $50,000, $70,000 and $50,000, respectively, of the note balance to the unrelated parties in the form of convertible notes for $50,000, $70,000 and $50,000. The Company is currently pursuing a settlement of the remaining balance with the note holder. | 30,000 | 80,000 | |||||||
Convertible note bearing interest at 9% per with a conversion price of $780,000 per share, as adjusted by the Company’s 1:650 reverse stock split, matured on December 31, 2010. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and an unrelated party in June 2014, the Company settled and transferred $30,000, and $1,500 of accrued interest, of the note balance to the unrelated party in the form of convertible note for $31,500. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and an unrelated party in October 2014, the Company settled and transferred $50,000, and $2,500 of accrued interest, of the note balance to the unrelated party in the form of convertible note for $52,500. The Company is currently pursuing a settlement with the note holder. | 70,000 | 150,000 | |||||||
Convertible note executed in May 2007 bearing interest at 9% per annum with a conversion price of $341,250 per share, as adjusted by the Company’s 1:650 reverse stock split, matured December 31, 2010. The Company is currently pursuing a settlement with the note holder. | 100,000 | 100,000 | |||||||
Convertible notes executed in June 2007 bearing interest at 8% per annum matured on December 29, 2010. The Company is currently pursuing a settlement with the note holder. | 100,000 | 100,000 | |||||||
Convertible note executed in July 2007 bearing interest at 8% per annum matured on January 2, 2011. The Company is currently pursuing a settlement with the note holder. | 100,000 | 100,000 | |||||||
Convertible notes executed in August 2007 bearing interest at 9% per annum matured on August 9, 2010. The Company is currently pursuing a settlement with the note holder. | 120,000 | 120,000 | |||||||
Convertible notes executed in December 2009 bearing interest at 9% per annum matured on December 1, 2012, with a conversion price of $102,375 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company issued 1 warrant with an exercise price of $97,500 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring five (5) years from the date of issuance in connection with the issuance of the notes. The Company is currently pursuing a settlement with the note holder. | 50,000 | 50,000 | |||||||
Convertible note bearing interest at 8% per annum, maturing on March 31, 2015, with a conversion price of $1,950 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing a settlement with the note holder. | 30,000 | 30,000 | |||||||
Convertible note bearing interest at 8% per annum, matured on December 31, 2012, with a conversion price of $9,75,000 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing a settlement with the note holder. | 5,000 | 5,000 | |||||||
Convertible notes, bearing compound interest at 8% per annum, matured on June 30, 2010, with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and a consultant in September 2011, the note holder transferred $10,000 of the note balance, including accrued interest, to the consultant in October 2011 (see Note 14). The Company repaid $3,500 of the balance of the notes in 2013. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and an unrelated party in June 2013, the Company settled and transferred $33,255 of the note balance, plus accrued interest of $36,920, to the unrelated party in the form of a convertible note for $50,000. Accrued interest of $21,175 was forgiven (see Note 14). The Company is currently pursuing a settlement with the note holder. | 10,000 | 10,000 | |||||||
Four (4) convertible notes bearing interest at 4% per annum, matured on December 5, 2012, January 3, 2013, January 31, 2013 and March 2, 2013, respectively. The notes bear a default rate of 14% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default dates of the notes. The note holder converted $36,660 of the note due on January 3, 2013 into 26 unrestricted shares of the Company's common stock, at conversion prices ranging from $1,105 to $1,625 per share, as adjusted by the Company’s 1:650 reverse stock split, in 2013 (see Note 15). The Company is currently pursuing a settlement with the note holder. | 178,387 | 178,387 | |||||||
Fourteen (14) convertible notes bearing interest at 8% per annum, matured on January 6, 2013, February 8, 2013, April 30, 2013, August 5, 2013, September 27, 2013, November 26, 2013, January 24, 2014, March 6, 2014, April 22, 2014, June 3, 2014 and December 13, 2014, and 10% per annum, matured on April 15, 2014, June 13, 2014 and July 9, 2014, respectively. Three (3) of the notes were settled debt purchase notes for balances transferred from a Company’s unrelated promissory note holder and unrelated convertible note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $148,100 of notes dated June 4, 2013, July 17, 2013, August 29, 2013 and March 11, 2014, and $6,820 of accrued interest, into 76,072 unrestricted shares of its common stock, at conversion prices ranging from $0.286 per share to $72.28 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | - | 95,100 | |||||||
Four (4) convertible notes bearing interest at 8% per annum, matured on August 30, 2013, November 19, 2013, February 28, 2014 and July 1, 2014. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $17,000 of a note dated May 28, 2013, and accrued interest of $1,579, into 318 unrestricted shares of the Company's common stock, at a conversion price of $58.50 per share, as adjusted by the Company’s 1:650 reverse stock split and $32,750 of a note dated October 1, 2013, and accrued interest of $1,725, into 3,681 unrestricted shares of the Company's common stock, at conversion prices ranging from $3.65 per share to $27.30 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | - | 49,750 | |||||||
Seven (7) convertible note bearing interest at 9.9% per annum, matured on June 4, 2014, July 23, 2014 and October 4, 2014, and 10% per annum, matured on June 4, 2014, July 14, 2014 and October 4, 2014. The four 10% notes were settled debt purchase notes for balances transferred from a Company’s unrelated promissory note holder and unrelated convertible note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $86,502 of notes dated June 4, 2013, July 23, 2013 and October 4, 2013, and accrued interest of $7,252, into 3,435 unrestricted shares of the Company's common stock, at conversion prices ranging from $11.74 to $58.50 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | - | 86,502 | |||||||
One (1) convertible note bearing interest at 12% per annum, matured on October 18, 2014, including warrants to purchase 94 shares of the Company's common stock at $1.05 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring on October 31, 2018. Per the terms of the anti-dilution reset feature of the warrants, an additional 1,080 warrant shares, as adjusted by the Company’s 1:650 reverse stock split, were recorded at December 31, 2014. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert the entire note, including $4,200 of accrued interest and $3,200 in legal fees, into 22,280 unrestricted shares of the Company's common stock, at conversion prices ranging from $1.05 to $21.49 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | - | 55,000 | |||||||
Three (3) convertible notes bearing interest at 9% per annum, matured on November 13, 2014, November 20, 2014 and December 20, 2014. The notes bear a default rate of 22% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default dates of the notes. The note due November 13, 2014 was a settled debt purchase note for a balance transferred from a Company’s unrelated promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $28,943 of a note, and $633 of accrued interest, originally issued to a non-related third party on June 6, 2006, and sold to the investor firm with no additional consideration to the Company, into 530 unrestricted shares of the Company's common stock, at conversion prices ranging from $52.78 to $56.55 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). The Company is pursuing a settlement with the note holder. | 86,500 | 115,443 | |||||||
One (1) convertible note bearing interest at 9% per annum, maturing on December 26, 2015. | 40,000 | 40,000 | |||||||
Three (3) convertible notes bearing interest at 10% per annum, matured on September 20, 2014, October 8, 2014 and December 19, 2014. The notes were settled debt purchase notes for a balance transferred from a Company’s unrelated promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $58,250 of a note originally issued to a non-related third party on February 29, 2008, and sold to the investor firm with no additional consideration to the Company into 1,349 unrestricted shares of the Company's common stock, at conversion prices ranging from $21.49 to $66.14 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | - | 8,250 | |||||||
Two (2) convertible notes bearing interest at 10% per annum, matured on March 14, 2015 and maturing on July 7, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $24,950, and $1,489 of accrued interest, of the note due in March 2015, into 231,938 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $1.02 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 54,050 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on March 23, 2016. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $52,596 of the note into 321,538 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.039 to $5.85 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 97,404 | - | |||||||
Three (3) convertible notes bearing interest at 10% per annum, matured on March 24, 2015, and maturing on June 23, 2015 and September 23, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $37,000 of the note due in March 2015(the full balance), and $2,114 of accrued interest, and $23,809 of a back-end note originally issued to the note holder on March 24, 2014, into 395,853 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $1.06 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 73,191 | - | |||||||
Convertible non-interest bearing notes, with a conversion price of $5,850 per share, as adjusted by the Company’s 1:650 reverse stock split, matured June 2006 and an 18% convertible note matured April 2008 with a conversion price of $487,500 per share and 1 share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing settlement agreements with the note holders. | 10,512 | 10,512 | |||||||
One (1) convertible note bearing interest at 8% per annum, maturing on February 21, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $4,312 of the note, and $1,178 of accrued interest, into 140,769 unrestricted shares of the Company's common stock, at a conversion price of $0.039 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 23,438 | - | |||||||
Two (2) convertible notes bearing interest at 8% per annum, matured on January 8, 2015 and February 21, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $15,665 of the note due January 8, 2015 into 109,819 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.078 to $0.2795 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 69,835 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on February 25, 2015. For the year ended December 31, 2014, the Company received a conversion notice from the note holder to convert $3,474 of the note into 92,142 unrestricted shares of the Company's common stock, at a conversion price of $0.0377 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 96,526 | - | |||||||
One (1) convertible note bearing interest at 10% per annum, maturing on April 1, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $37,220 of the note into 238,462 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.065 to $0.585 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 12,780 | - | |||||||
One (1) convertible note bearing interest at 9% per annum, maturing on April 23, 2015. The note was a settled debt purchase note for a balance transferred from a Company’s unrelated convertible promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $77,303 of the note, originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 84,979 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0754 to $20.77 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 22,697 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on April 29, 2015, including warrants to purchase 611 shares of the Company's common stock at $21.50 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring on April 29, 2019. | 26,250 | - | |||||||
Two (2) convertible notes bearing interest at 10% per annum, maturing on May 30, 2015 and August 8, 2015. | 63,250 | - | |||||||
One (1) convertible note bearing interest at 10% per annum, maturing on October 1, 2015 | 78,750 | - | |||||||
One (1) convertible note bearing interest at 10% per annum, maturing on October 1, 2015. The note was a settled debt purchase note for a balance transferred from a Company’s unrelated convertible promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $34,390 of the note, and $334 of accrued interest, originally issued to a non-related third party on September 29, 2006, and sold to the investor firm with no additional consideration to the Company, into 341,169 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $0.7917 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 18,110 | - | |||||||
One (1) convertible note bearing interest at 8% per annum, maturing on July 7, 2015 | 27,750 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on October 17, 2015, including warrants to purchase 28,320 shares of the Company's common stock at $0.46345 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring on October 17, 2019. | 26,250 | - | |||||||
1,905,680 | 1,668,944 | ||||||||
Long-term portion | (97,404 | ) | (70,000 | ) | |||||
1,808,276 | 1,598,944 | ||||||||
Discount on convertible notes payable | (866,161 | ) | (528,477 | ) | |||||
Current maturities, net of discount | $ | 942,115 | $ | 1,070,467 | |||||
At December 31, 2014 and 2013, accrued interest due for the convertible notes was $1,004,089 and $794,395, respectively, and is included in accrued expenses in the balance sheets. Interest expense for the convertible notes payable for the year ended December 31, 2014 and 2013 was $209,694 and $136,020, respectively. | |||||||||
The long term portion of convertible notes is due as follows: 2016-$97,404. |
Convertible_Notes_Payable_Rela
Convertible Notes Payable Related Parties | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Notes Payable Related Parties | |||||||||
Note 8 - Convertible Notes Payable Related Parties | Convertible notes payable - related party consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible note with the VP of Technology bearing interest at the prime rate plus 2% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on September 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | $ | 50,000 | $ | 50,000 | |||||
Convertible note with the VP of Technology bearing interest at the prime rate plus 4% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on September 30, 2010. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | 7,500 | 7,500 | |||||||
Convertible notes with the CEO bearing interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on April 30, 2011. The Company issued 1 warrants with an exercise price of $9,750,000 per share which expire August 16, 2015. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the notes were extended to December 31, 2015. | 230,000 | 230,000 | |||||||
Convertible notes with an employee bearing interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on June 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, and expiration dates of August 26, 2015 and September 29, 2015. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the notes were extended to December 31, 2015. | 15,000 | 15,000 | |||||||
Convertible note with an employee bearing interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on June 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, and an expiration date of December 6, 2015. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | 10,000 | 10,000 | |||||||
Convertible notes with the CEO bearing compound interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on April 30, 2011. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring January 18, 2016 and February 28, 2016, respectively. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the notes were extended to December 31, 2015. | 38,000 | 38,000 | |||||||
Convertible note with an employee bearing compound interest at 8% per annum with a conversion price of $7,312.50 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on June 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring March 6, 2016. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | 5,000 | 5,000 | |||||||
$ | 355,500 | $ | 355,500 | ||||||
At December 31, 2014 and 2013, accrued interest due for the convertible notes – related parties was $339,812 and $292,449, respectively, and is included in accrued expenses in the accompanying balance sheets. Interest expense for convertible notes payable – related parties for the year ended December 31, 2014 and 2013 was $47,363 and $43,843, respectively. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable {1} | |||||||||
Note 9 - Notes Payable | Notes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Seventy (70) units, with each unit consisting of a 10% promissory note of $25,000, matured from January 22, 2011 through December 18, 2011 with a 10% discount rate, and 1 non-dilutable (for one (1) year) restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. Pursuant to the terms and condition of a debt purchase agreement among certain note holders, the Company and the Consultant formalized in September 2011, the certain note holders transferred certain notes with the principal amount of $50,000 and $25,000, including accrued interest, in July 2011 and August 2011, respectively, to the consultant. Pursuant to the terms and conditions of a settlement agreement that the Company executed with the estate of a deceased note holder in November 2011, the Company settled a $25,000 note for restricted shares of its common stock, in December 2011, issued to two (2) beneficiaries of the estate (see Notes 14 and 15). Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and two unrelated parties in September 2013, October 2013 and December 2013, the Company settled and transferred $100,000 of the note balance to the unrelated parties in the form of four (4) convertible notes for $25,000 each. Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and an unrelated party in January 2014, March 2014, April 2014, May 2014 and June 2014, the Company settled and transferred $25,000 of the note balance and $93,768 of accrued interest to the unrelated party in the form of five (5) convertible notes for $25,000 each for the first four notes and $18,768 for the June 2014 note. Pursuant to the terms and conditions of a debt transfer agreement that the Company executed with the note holder and an unrelated party in July 2014, the Company transferred $25,000 of the note balance and $16,151 of accrued interest to the unrelated party in the form of a convertible note for $41,151, with no additional consideration to the Company. The Company is currently pursuing extensions on the remaining notes. | $ | 1,500,000 | $ | 1,550,000 | |||||
Promissory notes of $225,000 bearing interest at 10% per annum, matured on January 23, 2012, with a total of 1 share of common stock, as adjusted by the Company’s 1:650 reverse stock split. Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and an unrelated party in July 2013, October 2013 and April 2014, the Company transferred $60,000, $70,000, and $90,000 and $5,000 of accrued interest, respectively, of the note balance to the unrelated party in the form of a convertible notes for $60,000, $70,000 and $95,000 (see Notes 14 and 15). A promissory note of $50,000, bearing interest at 8% per annum, maturing on July 22, 2015. The Company is currently pursuing extensions for the past due notes. | 50,000 | 95,000 | |||||||
Two (2) units with each unit consisting of a 10% promissory note of $25,000, matured on April 20, 2012, and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in June 2009. The Company is currently pursuing extensions. | 50,000 | 50,000 | |||||||
One (1) unit consisting of a 10% promissory note of $25,000, matured on June 8, 2012, and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in June 2009. The Company is currently pursuing an extension. | 25,000 | 25,000 | |||||||
Three (3) units with each unit consisting of a 10% promissory note of $25,000, matured on June 25, 2012, and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in August 2009. The Company is currently pursuing extensions. | 75,000 | 75,000 | |||||||
1.4 units with each unit consisting of a 10% promissory note of $25,000, matured on July 14, 2012 and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in August 2009. The Company is currently pursuing an extension. | 35,000 | 35,000 | |||||||
One (1) unit consisting of a 10% promissory note of $25,000, matured on August 18, 2012 and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The Company is currently pursuing an extension. | 25,000 | 25,000 | |||||||
Promissory notes executed in July 2011 bearing interest at 10% per annum, matured on December 31, 2011. The notes bear a default rate of 14% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default date of the notes. The Company is currently pursuing extensions. | 87,500 | 87,500 | |||||||
A promissory note executed in August 2011 bearing interest at 10% per annum, matured on December 31, 2011. The note bears a default rate of 14% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default date of the note. The Company is currently pursuing an extension. | 50,000 | 50,000 | |||||||
1,897,500 | 1,992,500 | ||||||||
Long-term portion | (- | ) | (- | ) | |||||
1,897,500 | 1,992,500 | ||||||||
Discount on convertible notes payable | (- | ) | (- | ) | |||||
Current maturities, net of discount | $ | 1,897,500 | $ | 1,992,500 | |||||
At December 31, 2014 and 2013, accrued interest due for the notes was $1,539,206 and $1,329,835, respectively, and is included in accrued expenses in the accompanying balance sheets. Interest expense for notes payable for the year ended December 31, 2014 and 2013 was $209,371 and $222,196, respectively. |
Notes_Payables_Related_Party
Notes Payables Related Party | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payables Related Party | |||||||||
Note 10 - Notes Payables Related Party | Notes payable - related party consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Promissory notes executed with the CEO bearing interest at an amended rate of 8% per annum originally matured on April 30, 2011. In January 2015, the notes were extended to December 31, 2015. | $ | 504,000 | $ | 504,000 | |||||
A promissory note executed with the CEO bearing interest at 9% per annum originally matured on April 30, 2011. In January 2015, the note was extended to December 31, 2015. | 100,000 | 100,000 | |||||||
A promissory note with the CEO bearing interest at 8% per annum originally matured on April 30, 2011. In January 2015, the note was extended to December 31, 2015. | 22,000 | 22,000 | |||||||
Two (2) 10% promissory notes, with the CEO, of $25,000 and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, at market price, originally matured on April 30, 2011. In January 2015, the note was extended to December 31, 2015. | 50,000 | 50,000 | |||||||
Promissory notes with the CEO, non-interest bearing, originally matured on April 30, 2011. Partial payments of $6,580 were made towards the notes in August and September 2010 and $2,700 in February 2011. In January 2015, the notes were extended to December 31, 2015. | 31,420 | 31,420 | |||||||
In October 2010, the Company assigned the proceeds of six (6) open accounts receivable invoices, totaling $20,761, to its CEO. The assignment was non-interest bearing and fee free with a due date of November 20, 2010. Partial repayments were made in October 2010 for $4,218 and November 2010 for $4,125. In January 2015, the note was extended to December 31, 2015 (see Note 14). | 12,418 | 12,418 | |||||||
A promissory note executed in March 2011 with the CEO, non-interest bearing, originally matured on April 1, 2011. In January 2015, the note was extended to December 31, 2015. | 2,800 | 2,800 | |||||||
$ | 722,638 | $ | 722,638 | ||||||
At December 31, 2014 and 2013, accrued interest due for the notes – related parties was $492,573 and $436,493, respectively, and is included in accrued expenses in the accompanying balance sheets. Interest expense for notes payable - related parties for the year ended December 31, 2014 and 2013 was $56,080 and $56,080, respectively. |
Convertible_Secured_Notes_Paya
Convertible Secured Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Secured Notes Payable | |||||||||
Note 11 - Convertible Secured Notes Payable | Convertible secured notes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
DART Limited (custodian for Citco Global and as assigned from YA Global/Highgate) (“DART”) | $ | 542,588 | $ | 542,588 | |||||
Current maturities, net of discount | $ | 542,588 | $ | 542,588 | |||||
At December 31, 2014, the Company's outstanding convertible secured notes payable are secured through the note holder's claim on the Company's intellectual property. | |||||||||
The DART secured convertible debentures are matured. The Company has been in contact with the note holder who has indicated that it has no present intention of exercising its right to convert the debentures into restricted shares of the Company's common stock. | |||||||||
Conversions to Common Stock | |||||||||
For the year ended December 31, 2014 and 2013, DART and Citco Global had no conversions. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Financial Instruments | |||||||||
Note 12 - Derivative Financial Instruments | As of December 31, 2014, the Company’s derivative financial instruments are embedded derivatives associated with the Company’s secured and certain unsecured convertible notes, certain warrant agreements and Series B preferred shares. | ||||||||
The Company’s secured convertible debentures were issued to YA Global and Highgate in 2005, further assigned to Citco Global. In July 2012, the Company was notified by Citco Global that the custodian for the Citco Global Notes is D.A.R.T. Limited (“DART”). The Citco Global Notes, under custodian of D.A.R.T Limited (“DART”) and herein after referred to as the “DART Notes”. The Company’s unsecured convertible debentures were issued to nineteen (19) unrelated investors firms: International Capital Group (“ICG”), Asher Enterprises, Inc. (“Asher”), Auctus Private Equity Fund (“Auctus”), Herbert Klei (“Klei”), Iconic Holdings, LLC (“Iconic”), Southridge Partners II, LP ("Southridge"), Tonaquint, Inc. ("Tonaquint"), WHC Capital, LLC ("WHC"), James Solakian ("Solakian"), Tarpon Bay Partners ("Tarpon"), LG Capital Funding, LLC ("LG Capital"), JMJ Financial ("JMJ") Adar Bays, LLC ("Adar Bays"), Vista Capital Investments, LLC ("Vista"), KBM Worldwide, Inc. ("KBM"), JSJ Investments Inc. ("JSJ"), GEL Properties, LLC ("GEL"), Black Arch Opportunity Fund LP (“Black Arch”) and Union Capital, LLC (“Union”). These secured and unsecured convertible debentures are hybrid instruments, which individually warrant separate accounting as a derivative instrument (see Notes 7 and 11). | |||||||||
In October 2013, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 94 shares of the Company's common stock, at an exercise price of $260, as adjusted by the Company’s 1:650 reverse stock split, subject to adjustments (see Note 15). Per the terms of the reset feature of the warrants, an additional 1,080 warrant shares were issued at December 31, 2014, for a total of 1,174 warrant shares (Tonaquint Warrants #1). For the year ended December 31, 2014, the Company received warrant exercise notices from the warrant holder to convert 110 warrant shares into 323,303 unrestricted shares of the Company's common stock, at exercise prices ranging from $0.039 to $1,053 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 7 and 15). | |||||||||
In April 2014, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 611 shares of the Company's common stock, at an exercise price of $21.50, as adjusted by the Company’s 1:650 reverse stock split, subject to adjustments (Tonaquint Warrants #2) (see Note 15). As of December 31, 2014, no warrants have been exercised from this agreement. | |||||||||
In October 2014, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 28,320 shares of the Company's common stock, at an exercise price of $0.46345, as adjusted by the Company’s 1:650 reverse stock split, subject to adjustments (Tonaquint Warrants #3) (see Note 15). As of December 31, 2014, no warrants have been exercised from this agreement. | |||||||||
The prices for the warrants are established at the time of issuance. Because the warrants have reset features (full reset feature and certain anti-dilution rights) based upon the issuance of equity securities by the Company in the future (the exercise price reset floor is adjusted in the initial 6 months from issuance), they are subject to derivative liability treatment. | |||||||||
For the year ended December 31, 2014, the Company sold subscriptions to five individuals for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 142,004 shares, for $213,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days (see Note 15). Because of the conversion feature of the Series B preferred shares, they are subject to derivative liability treatment. | |||||||||
Valuation of Derivative Financial Instruments | |||||||||
-1 | Valuation Methodology | ||||||||
The Company has utilized a third party valuation consultant to assist the Company to fair value the derivative financial instruments, (the Convertible Notes, Preferred Stock and Warrants) using a multinomial lattice models that values the derivative liabilities within the financial instruments based on a probability weighted discount cash flow model. These models are based on future projections of the various potential outcomes. The features in the note that were analyzed and incorporated into the model included the conversion feature with the reset provisions and the default provisions. Based on these features, there are four primary events that can occur; payments are made in cash; payments are made with stock; the Holder converts the note; the company redeems the note or the company defaults on the note. | |||||||||
The model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. interest rates, stock price, conversion price, etc.). Projections were then made on these underlying factors which led to a set of potential scenarios. Probabilities were assigned to each of these scenarios over the remaining term of the note based on management projections. This led to a cash flow projection over the life of the note and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability at the date of valuation. | |||||||||
-2 | Valuation Assumptions - Change in Fair Value of Derivative Liability Related to DART Notes | ||||||||
The existing derivative instruments were valued as of December 31, 2014. The conversion price was the lower of $42.25 per share, as adjusted by the Company’s 1:650 reverse stock split, or 80% of the lowest bid price five days prior to conversion. The following assumptions were used for the valuation of the derivative liability related to the Notes at December 31, 2014: | |||||||||
· | The principal balance of the DART Notes of $542,588; | ||||||||
· | The stock price of $0.0649, as adjusted by the Company’s 1:650 reverse stock split, is based on market data as of December 31, 2014; | ||||||||
· | An event of default (in default as of 12/31/14) would occur 50% of the time, increasing 0.10% per month to a maximum of 95% with the Company most likely to negotiate an extension; | ||||||||
· | Alternative financing would be initially available to redeem the note 10% of the time and increase monthly by 0.1% to a maximum of 20%: | ||||||||
· | The monthly trading volume would average $474,704 over a year and would increase at 1% per period to limit the conversions and stock payments; | ||||||||
The projected volatility curve for each valuation period was based on the Company’s historical volatility: | |||||||||
1 year | |||||||||
9/30/14 | 489 | % | |||||||
12/31/14 | 487 | % | |||||||
· | The Holder would automatically convert the notes at a stock price of the higher of $84.50, as adjusted by the Company’s 1:650 reverse stock split (2 times the conversion price or 1.5 times the stock price) if the registration was effective and the company was not in default. | ||||||||
As of December 31, 2014, the estimated fair value of derivative liabilities on secured convertible notes of DART was $35,403. | |||||||||
-3 | Valuation Assumptions - Change in Fair Value of Derivative Liabilities Related to ICG, Asher, Auctus, Klei, Iconic, Southridge, Tonaquint, WHC, Solakian, Tarpon, LG Capital, JMJ, Adar Bays, Vista, KBM, JSJ, GEL, Black Arch and Union Notes and the Series B preferred stock. | ||||||||
The following assumptions were used for the valuation of the derivative liability related to the ICG, Asher, Auctus, Klei, Iconic, Southridge, Tonaquint, WHC, Solakian, Tarpon, LG Capital, JMJ, Adar Bays, Vista, KBM, JSJ, GEL, Black Arch, Union Notes and Series B Preferred stock at issuance, conversion and the year ended December 31, 2014: | |||||||||
· | The notes convert with an initial conversion price of 40%-60% of the average or low of the 1-3 lowest bid out of the 10-20 previous days (the effective rates are typically lower); | ||||||||
· | The projected volatility curve for each valuation period was based on the historical volatility of the company in the range of 486% to 491%; | ||||||||
· | An event of default would occur 1% of the time, increasing 1.00% per month to a maximum of 10%; | ||||||||
· | The company would redeem the notes (some notes at 130% on average in the first 90 days and 145% on average from 91 to 180 days or 150%) the notes projected initially at 0% of the time and increase monthly by 2.0% to a maximum of 10.0% (from alternative financing being available for a redemption event to occur); and | ||||||||
· | The Holder would not automatically convert the note at the maximum of 2 times the conversion price. | ||||||||
As of December 31, 2014, the estimated fair value of derivative liabilities on the unsecured convertible notes from ICG, Asher, Auctus, Klei, Iconic, Southridge, Tonaquint, WHC, Solakian, Tarpon, LG Capital, JMJ, Adar Bays, Vista, KBM, JSJ, GEL, Black Arch and Union was $1,260,430. | |||||||||
As of December 31, 2014, the estimated fair value of derivative liabilities related to the Series B preferred shares was $8,253. | |||||||||
-4 | Valuation Assumptions - Change in Fair Value of Tonaquint Warrants | ||||||||
The following assumptions were used for the valuation of the derivative liability related to the Tonaquint Warrants at issuance, exercise and the year ended December 31, 2014: | |||||||||
· | The warrants have an expiration date five years from issuance; | ||||||||
· | The warrants will have the right to exercise into the now 29,994 shares, as adjusted by the Company’s 1:650 reverse stock split, due to the initial reset and 1,064 shares after the exercises as of December 31, 2014. The holder receives a significant number of shares as a result of the resets and the effective conversion/stock price; | ||||||||
· | The exercise price resets to a floor which may be adjusted in the initial six months after issuance; | ||||||||
· | The holder may transfer, in whole or in part, the warrants without the consent of the Company; | ||||||||
· | As of December 31, 2014, the October 18, 2013 warrants partially exercised into significantly more shares than a standard warrant based on an effective adjusted exercise price and stock price; | ||||||||
As of December 31, 2014, the estimated fair value of derivative liabilities related to the Tonaquint warrants was $111,316. | |||||||||
Summary of the Changes in Fair Value of Level 3 Financial Liabilities | |||||||||
The table below provides a summary of the changes in the fair value of the derivative financial instruments and the changes in the fair value of the derivative financial instruments, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): | |||||||||
Fair Value Measurement | |||||||||
Using Level 3 Inputs | |||||||||
Derivative | Total | ||||||||
warrants Assets | |||||||||
(Liability) | |||||||||
Balance, December 31, 2012 | $ | (375,634 | ) | $ | (375,634 | ) | |||
Purchases, issuances and settlements | (456,794 | ) | (456,794 | ) | |||||
Transfers in and/or out of Level 3 | - | - | |||||||
Total gains or losses (realized/unrealized) included in: | |||||||||
Net income (loss) | 312,995 | 312,995 | |||||||
Other comprehensive income (loss) | - | - | |||||||
Balance, December 31, 2013 | $ | (519,433 | ) | $ | (519,433 | ) | |||
Purchases, issuances and settlements | (463,009 | ) | (463,009 | ) | |||||
Transfers in and/or out of Level 3 | - | - | |||||||
Total gains or losses (realized/unrealized) included in: | |||||||||
Net income (loss) | (432,960 | ) | (432,960 | ) | |||||
Other comprehensive income (loss) | - | - | |||||||
Balance, December 31, 2014 | $ | (1,415,402 | ) | $ | (1,415,402 | ) |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses | |||||||||
Note 13 - Accrued Expenses | Accrued expenses consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued interest | $ | 2,962,509 | $ | 2,587,108 | |||||
Accrued salaries and payroll taxes (i) | 1,714,738 | 1,757,310 | |||||||
Accrued expenses – other | 6,059 | 6,059 | |||||||
$ | 4,683,306 | $ | 4,350,477 | ||||||
(i) Including approximately $1,300,000 due three (3) of the Company’s current officer/stockholders and one (1) of the Company’s former officer/stockholders. |
Commitment_and_Contingencies
Commitment and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitment And Contingencies | |||||
Note 14 - Commitments and Contingencies Disclosure | Payroll Taxes | ||||
At December 31, 2014, the Company recorded $53,901 of payroll taxes, of which approximately $45,000 were delinquent from the year ended December 31, 2003. The Company had also recorded $32,462 of related estimated penalties and interest on the delinquent payroll taxes. In December 2014, the Company determined to re-examine the nature and amounts of this accrued liability. | |||||
Section 105 HRA Plan | |||||
In September 2011, the Company enacted a Section 105 HRA Plan, effective with the 2011, with an outside plan administrator. Pursuant to the terms and conditions of the plan, the Company will contribute plan dollars of $1,500 per plan year for employees with single health plan coverage and $3,000 per plan year for employees with family health plan coverage into the plan. The plan dollars will be reimbursed to the employees to offset the cost of health care expenses. | |||||
Lease Agreement | |||||
The Company operates from a leased office in New Jersey. Per the terms of the lease agreement with the landlord, the Company pays a monthly base rent of $3,807 commencing on July 1, 2009 through the lease termination date of January 31, 2016. The landlord holds the sum of $8,684 as the Company’s security deposit. | |||||
Future minimum payments required under this non-cancelable operating lease were as follows: | |||||
Year ending December 31: | |||||
2015 | 45,684 | ||||
2016 | 3,807 | ||||
$ | 49,491 | ||||
Consulting Agreements | |||||
In December 2009, the Company entered into a retainer agreement with an attorney, whereby the attorney will act as in-house counsel for the Company with respect to all general corporate matters. The agreement is at will and required a payment of 1 share of common stock, valued at $48,750 per share, as adjusted by the Company’s 1:650 reverse stock split, upon execution. Commencing on January 1, 2010, the fee structure also includes a monthly cash fee of $1,000 and the monthly issuance of 2,500 shares of common stock valued at market price on quarter end date (see note 15). | |||||
In January 2012, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining clients and investors. The consultant will receive a fee of $5,000 per month and warrants to purchase 1 share of the Company’s common stock, exercisable at $29,250 per share, as adjusted by the Company’s 1:650 reverse stock split. The consultant also received warrants to purchase 1 share of the Company’s common stock, exercisable at $29,250 per share, as adjusted by the Company’s 1:650 reverse stock split, upon execution of the agreement. The warrants have a three year term. The term of the agreement was one month. The agreement was amended and extended for February, March, April, July, August and September 2012. The February 2012 amendment reduced the exercise price of the warrants to $19,500 per share, as adjusted by the Company’s 1:650 reverse stock split. In July 2012, the agreement was amended for an additional one month extension and the monthly fee was increased to $5,500 and the issuance of warrants to purchase 1 share of the Company’s common stock, exercisable at $19,500 per share, as adjusted by the Company’s 1:650 reverse stock split. expiring three (3) year from the date of issuance. In May 2013, the agreement was amended to provide for a two-week fee of $2,500 and the issuance of warrants to purchase 1 share of the Company’s common stock, exercisable at $3,900 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring three (3) year from the date of issuance. | |||||
In January 2012, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining investors. The consultant will receive a commission of 5% of all financing raised as a result of the consultant’s efforts. The consultant will also receive, as a commission, 10% of all financing raised as a result of the consultant’s efforts in the form of warrants to purchase shares of the Company’s common stock, exercisable at $19,500 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring three (3) years from the date of issuance (see Note 15). The term of the agreement was two (2) years. As of December 31, 2014, no financing was raised relating to the agreement. | |||||
In February 2012, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining clients. The consultant will receive a commission of 50% of all contracted revenues and the first renewal of all contracted revenues for new clients and 25% of all contracted revenues for existing clients, recorded as a result of the consultant’s efforts. In March 2012, the agreement was amended to increase the 25% commission rate for existing clients to 35%. The parties may elect to remit commissions in the form of restricted shares of the Company’s common stock, with a maximum amount of shares issued in one (1) year not to exceed 5 shares, as adjusted by the Company’s 1:650 reverse stock split. The agreement also includes performance incentives whereby the consultant will receive bonus restricted shares of the Company’s common stock at the end of the agreement term as follows: one share, as adjusted by the Company’s 1:650 reverse stock split, if contracted revenues exceed $1,000,000, two shares, as adjusted by the Company’s 1:650 reverse stock split, if contracted revenues exceed $2,000,000, three shares, as adjusted by the Company’s 1:650 reverse stock split, if contracted revenues exceed $3,000,000 and four shares, as adjusted by the Company’s 1:650 reverse stock split, if contracted revenues exceed $4,000,000. At the end of the first year of the agreement, the consultant will also have the option to purchase restricted shares of the Company’s common stock directly from the Company at a 25% discount of the then current market price on the last day of the contract, up to a maximum of 5 shares, as adjusted by the Company’s 1:650 reverse stock split. The term of the agreement was one (1) year. In July 2012, the parties extended the term of the agreement to October 31, 2013. As of December 31, 2014, no revenues were recorded relating to the agreement. | |||||
In April 2012, the Company entered into a consulting agreement with a firm whereby the consultant will provide public relations services to the Company. The consultant will receive a fee of $7,000 per month and $500 per month in the form of restricted shares of the Company's common stock valued on the closing market price of the first day of each month that the agreement is in effect. The agreement term was from May 1, 2012 to October 31, 2012 and may be renewed upon mutual agreement. In October 2012, the agreement was extended to April 30, 2013. In April 2013, a new agreement was executed with the consultant with the same terms and conditions with an expiration date of October 31, 2013 (see Note 15). | |||||
In January 2013, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining investors. The consultant will receive a commission of 10% cash plus 10% warrant coverage, to be negotiated per deal, of all financing raised as a result of the consultant’s efforts. The warrants to purchase shares of the Company’s common stock, exercisable at a per share price of the dollars invested divided by the strike price of the investment, with a 20% exercise price premium, expiring four (4) years from the date of issuance and vesting over six (6) months. The term of the agreement was one (1) year. As of December 31, 2014, no financing was raised relating to the agreement. | |||||
In February 2013 the Company executed a retainer agreement with its patent attorneys to enforce its patent rights as “Out-of-Band Authentication” is becoming the standard for authenticating consumers in the financial market. | |||||
In May 2013, the Company entered into a consulting agreement with a firm whereby the consultant will provide advertising and public relations services to the Company. The consultant will receive a fee of $1,000 per month. The term of the agreement was three (3) months. | |||||
In June 2013, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining clients. The consultant will receive a commission of 10% of all directly contracted revenues and 5% of revenues contracted through a third party, recorded as a result of the consultant’s efforts. The parties may elect to remit commissions in the form cash or restricted shares of the Company’s common stock (at a share price to be determined), or a combination of both. The term of the agreement is one (1) year with automatic renewals. As of December 31, 2014, no revenues were recorded relating to the agreement. | |||||
In June 2013, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining investors. The consultant will receive a commission of $5,000, per deal, of all financing raised as a result of the consultant’s efforts. The term of the agreement was six (6) months. In 2013, the consultant received $5,000 as a result of financing raised relating to the agreement. | |||||
In July 2013, the Company entered into a consulting agreement with a firm whereby the consultant will assist the Company in obtaining lending sources. The consultant will receive a commission of 10%, per deal, of net funding received by the Company as a result of the consultant’s efforts. The term of the agreement is twelve (12) months. As of December 31, 2014, no lending has resulted from the agreement. | |||||
In August 2013 the Company executed a retainer agreement with its an attorney to enforce its patent rights, in the State of Washington, as “Out-of-Band Authentication” is becoming the standard for authenticating consumers in the financial market. | |||||
In December 2013, the Company entered into a revenue share agreement with a firm whereby the consultant will assist the Company is obtaining new clients. The consultant will receive a commission of 5% on any revenues resulting from new clients obtained relating to the agreement. Either party may terminate the agreement by notifying the other party in writing. As of December 31, 2014, no revenues were recorded as a result the consultant's efforts relating to the agreement. In December 2013, the Company executed an advertising contract with the consultant for various marketing services to be provided from December 2013 to March 2014, at a cost of $975 per month. In March 2014, the Company executed an extension to the advertising contract with the consultant for various marketing services to be provided from April 2014 to September 2014, at a cost of $875 per month. In October 2014, the Company executed an extension to the advertising contract with the consultant for various marketing services to be provided from October 2014 to December 2014, at a cost of $775 per month. | |||||
In December 2013, the Company entered into a consulting agreement with a firm whereby the firm will serve as a testifying expert as the Company enforces its patent rights through litigation. The Company shall compensate the consultant at a rate of $650 per hour for consultant services and $750 per hour for services relating to court testimony. As of December 31, 2014, no fees have been remitted to the consultant relating to this agreement. | |||||
In March, April, June, July and August 2014, the Company entered into consulting agreements with a firm whereby the consultant will assist the Company in obtaining investors. The consultant will receive a commission of 10% cash per deal, plus warrants to purchase shares of the Company's common stock, to be negotiated per deal, of all financing raised as a result of the consultant’s efforts. For the year ended December 31, 2014, the consultant received cash commissions of $49,700 as a result of financing raised relating to the agreements. For the year ended December 31, 2014, the Company issued warrants to purchase 15 shares of its common stock, exercisable at $19.50 per share for 2 shares, $29.25 per share for 2 shares, $87.75 per share for 3 shares, $136.50 per share for 4 shares, $143.00 per share for 2 shares and $208.00 per share for 2 shares to the consultant per the terms of the agreement. The warrant shares have a 50% exercise price premium and expire three (3) years from the date of issuance. The term of the agreements is per deal. | |||||
In March 2014, the Company executed a retainer agreement, for $5,000, with an attorney to assist the Company in responding to a February 2014 Depository Trust and Clearing Corporation ("DTCC") inquiry, including the issuance of a legal opinion letter. The DTCC inquiry was resolved in April 2014. | |||||
Term Sheets | |||||
In February 2013, the Company executed a term sheet with an investor firm and received $40,000, net of a $2,500 closing fee, and executed a convertible promissory note and securities purchase agreement per the term sheet. In April 2013, the Company executed a new term sheet with the investor firm and received $40,000, net of a $2,500 legal fee, and executed a convertible promissory note and securities purchase agreement per the term sheet. In June 2013, the Company executed a new term sheet with the investor firm and received $40,000, net of a $2,500 legal fee, and executed a convertible promissory note and securities purchase agreement per the term sheet. In July 2013, the Company executed a new term sheet with the investor firm and received $37,500, net of a $2,500 closing fee, and executed a convertible promissory note and securities purchase agreement per the term sheet. In August 2013, the Company executed a new term sheet with the investor firm and received $37,500, net of a $2,500 closing fee, and executed a convertible promissory note and securities purchase agreement per the term sheet (see Note 7). The Company recorded all of the closing fees of $13,000 in 2012 and $2,500, from the February 2013 term sheet, for the year ended December 31, 2013, as deferred financing costs. The fees of $10,000, from the April, June, July and August 2013 term sheets, were expensed as legal fees for the year ended December 31, 2013. In February 2014, the Company executed a new term sheet with the investor firm and, in March 2014, received $50,000, net of a $3,000 legal fee, and executed a convertible promissory note and securities purchase agreement per the term sheet (see Note 7). The debentures contain an embedded derivative feature (see Note 12). For the year ended December 31, 2014 and 2013, the Company expensed $0 and $5,104, respectively, of financing expenses related to the deferred financing costs. | |||||
In November 2012, the Company executed a term sheet with an investor firm whereby the firm would invest in the Company $27,750 in the form of a convertible promissory note, bearing interest at 8% per annum maturing nine (9) months from the date of issuance. A legal fee of $2,750 would be deducted from the tranche and the note would include a tiered prepayment penalty. Conversions would include a 40% discount to the average closing bid price of the Company’s common stock for the previous ten (10) days of a conversion notice, using the average of the two (2) lowest trading prices. In December 2012, the Company received the tranche of $25,000, net of the $2,750 legal fee, and executed a convertible promissory note and securities purchase agreement per the term sheet. In February 2013, the Company executed a new term sheet with the investor firm and received $25,000, net of $2,750 in legal fees, and executed a convertible promissory note and securities purchase agreement per the term sheet. In May 2013, the Company executed a new term sheet with the investor firm and received $30,000, net of $2,750 in legal fees, and executed a convertible promissory note and securities purchase agreement per the term sheet. In October 2013, the Company executed a new term sheet with the investor firm and received $29,980, net of $2,770 in legal fees, and executed a convertible promissory note and securities purchase agreement per the term sheet. In May 2014, the Company executed a new term sheet with the investor firm and received $27,750, net of $2,750 in legal fees, and executed a convertible promissory note and securities purchase agreement per the term sheet. In October 2014, the Company executed a new term sheet with the investor firm and received $27,750, net of $2,750 in legal fees, and executed a convertible promissory note and securities purchase agreement per the term sheet (see Note 7).The debentures contain an embedded derivative feature (see Note 12). | |||||
Debt Purchase Agreements | |||||
In June 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a convertible note holder and an unrelated party, the Company settled and transferred $33,255 of the note balance, plus accrued interest of $36,920, to the unrelated party in the form of a convertible note for $50,000. Accrued interest of $21,175 was forgiven (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In June 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $31,814 of the note balance, plus accrued interest of $18,526, to the unrelated party in the form of a convertible note for $50,340 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In June 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company settled and transferred the $50,000 note balance, plus accrued interest of $15,152, to the unrelated party in the form of a convertible note for $55,152. Accrued interest of $10,000 was forgiven (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In July 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $50,000 of the note balance to the unrelated party in the form of a convertible note for $50,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In July 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $60,000 of the note balance to the unrelated party in the form of a convertible note for $60,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In September 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a convertible note holder and an unrelated party, the Company transferred $50,000 of the note balance to the unrelated party in the form of a convertible note for $50,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In September 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the note balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In October 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $70,000 of the note balance to the unrelated party in the form of a convertible note for $70,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In October 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the note balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In October 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the note balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In November 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a convertible promissory note holder and an unrelated party, the Company transferred $70,000 of the note balance to the unrelated party in the form of a convertible note for $70,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In December 2013, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the note balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In January 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the note balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In March 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the accrued interest balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In April 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the accrued interest balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In April 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $95,000 of the note balance and $5,000 of the accrued interest balance to the unrelated party in the form of a convertible note for $100,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In May 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the accrued interest balance to the unrelated party in the form of a convertible note for $25,000 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In May 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a convertible promissory note holder and an unrelated party, the Company transferred $50,000 of the note balance to the unrelated party in the form of a convertible note for $50,000 (see Note 7). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In June 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $18,768 of the accrued interest balance to the unrelated party in the form of a convertible note for $18,768 (see Notes 7 and 9). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In June 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $30,000 of the note balance and $1,500 of the accrued interest balance to the unrelated party in the form of a convertible note for $31,500 (see Note 7). The new debenture contains an embedded derivative feature (see Note 12). | |||||
In July 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and an unrelated party, the Company transferred $25,000 of the note balance and $16,151 of the accrued interest balance to the unrelated party in the form of a convertible note for $41,151 (see Note 7). Prior to the July 2014 transaction, the promissory note was sold to another unrelated party in June 2014. The new debenture contains an embedded derivative feature (see Note 12). | |||||
In October 2014, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a convertible promissory note holder and an unrelated party, the Company transferred $50,000 of the note balance and $2,500 of the accrued interest balance to the unrelated party in the form of a convertible note for $52,500 (see Note 7). The new debenture contains an embedded derivative feature (see Note 12). | |||||
Loan Repayment Agreement | |||||
In April 2009, the Company signed an agreement whereby two promissory notes executed with a distributor of its products were to be repaid from the proceeds of sales of the Company’s products sold by the distributor for the Company. In September 2009, the Company executed an additional promissory note with the distributor that is included in the loan repayment agreement. In May 2010, the Company executed an additional promissory note with the distributor that is included in the loan repayment agreement. In September 2012, the Company and the distributor executed an amendment to the March and April 2009 promissory notes whereby the Company would remit the accrued interest due on the notes, in the amount of $10,388, to the distributor by November 1, 2012. The payment was made in October 2012. For the year ended December 31, 2013 and 2012, sales proceeds of $1,275 and $12,426, respectively, were applied to the balance of the notes. In June 2013, pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and two unrelated parties, the Company settled and transferred the note balances, plus accrued interest, to the unrelated parties in the form of two convertible notes (see Notes 7 and 9). | |||||
Assignment | |||||
In October 2010, the Company assigned the proceeds of six of the Company’s open receivables invoices, in the total amount of $20,761, to its CEO. The assignment was non-interest bearing and fee free with a due date for repayment of November 20, 2010. Partial repayments of the assignment were made in October 2010 for $4,218 and November 2010 for $4,125. The due date of the assignment has been extended to December 31, 2015 (see Note 10). | |||||
Due to Factor | |||||
In March 2007, the Company entered into a sale and subordination agreement with a factoring firm whereby the Company sold its rights to two invoices, from February 2007 and March 2007, totaling $470,200 to the factor. Upon signing the agreement and providing the required disclosures, the factor remitted 65%, or $144,440, of the February 2007 invoice and a certain percentage of $53,010 of the March 2007 invoice to the Company. The Company paid a $500 credit review fee to the factor relating to the agreement. Per the terms of the agreement, once the Company’s client remits the invoice amount to the factor, the factor deducts a discount fee from the remaining balance of the factored invoices and forwards the net proceeds to the Company. The discount fee is computed as a percentage of the face amount of the invoice as follows: 2.25% fee for invoices paid within 30 days of the down payment date with an additional 1.125% for each 15 day period thereafter. In September 2007, the February 2007 factored invoice was deemed uncollectible and was written off as bad debt expense. In December 2007, the March 2007 factored invoice was deemed uncollectible and was written off as bad debt expense. In February 2008, the Company and the factor agreed to a total settlement amount of $75,000, which was scheduled to be paid by the Company to the factor in September 2008 unless both parties mutually agreed to extend the due date. In September 2008, the Company and the factor reached a verbal agreement to extend the due date to December 31, 2008. The Company is pursuing a further extension. As of December 31, 2014, the balance due to the factor by the Company was $209,192 including interest. | |||||
Litigation | |||||
On March 25, 2013 the Company filed a complaint in the United States District Court for the District of New Jersey (case no: 13-cv-01895 (SRC)(CLW)) vs. WhiteSky, Inc (an existing channel partner). The Company filed claims that WhiteSky effectuated multiple contract breaches, misappropriation of trade secrets, breach of Intellectual Property, and disclosure of confidential information in commencing attempts to replace the Company’s “GuardedID® Customized Desktop Product” with a third party's product since November 2012, even though the contractual agreement did not expire until May 2014. In July 2013, the Company filed an amended complaint based on the Court’s rulings on the motions, which required some minor adjustments and strengthening based on what the Company learned through early admissible discovery. In early 2014 settlement discussions commenced and the lawsuit was settled on March 9, 2015 with mutually agreed upon terms. | |||||
On March 28, 2013 the Company initiated patent litigation against PhoneFactor, Inc., a subsidiary of Microsoft Inc., Fiserv, Inc., and First Midwest Bancorp, Inc. in the U.S. District Court for the District of Delaware in Wilmington, for Infringement of United States Patent No. 7,870,599 (the ’599 Patent). Currently Fiserv, Inc. is released from this complaint and the Company has amended this complaint, in April 2014, to include the Company’s two additional Out-of-Band patents (Patent Nos.: 8,484,698 & 8,713,701). As of December 31, 2014 the case was in full discovery. As of March 2015, the Markman hearing was held and the deliberations are continuing. | |||||
On May 22, 2013 the Company filed a Complaint in the U.S. District Court for the District of New Jersey seeking a declaratory judgment that (1) it does not infringe upon a patent for customer authentication technology owned by Authentify Patent Co., LLC (“Authentify”), and (2) the Authentify patent is invalid under the Patent Act. The Company’s action was filed in response to an April 26, 2013 filing by Authentify of a patent infringement action against the Company in Federal district court in Seattle, Washington, claiming that the Company has infringed upon Authentify’s patent, U.S. Patent No. 6,934,858. As of March 2015, the New Jersey complaint has been dropped and the Washington complaint was settled. Per the terms of the settlement, both parties have agreed to execute waivers that guarantee no further legal action against each other relating to this matter. |
Stockholders_Deficit
Stockholders Deficit | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders Deficit | |||||||||||||||||||||||||
Note 15 - Stockholders' Deficit | Preferred Stock | ||||||||||||||||||||||||
On October 21, 2010, the Company amended its Articles of Incorporation in New Jersey to authorize 10,000,000 shares of preferred stock, par value $0.10. The designations, rights, and preferences of such preferred stock are to be determined by the Board of Directors. On November 15, 2010, the Company changed its domicile from the State of New Jersey to the State of Wyoming. | |||||||||||||||||||||||||
In addition to the 10,000,000 shares of preferred stock authorized on October 21, 2010, on January 10, 2011, 100 shares of preferred stock were designated as Series A Preferred Stock and 100,000,000 shares were designated as Series B Preferred Stock. The bylaws under the Wyoming Incorporation were amended to reflect the rights and preferences of each additional new designation. | |||||||||||||||||||||||||
The Series A Preferred Stock collectively has voting rights equal to eighty percent of the total current issued and outstanding shares of common stock. If at least one share of Series A Preferred Stock is outstanding, the aggregate shares of Series A Preferred Stock shall have voting rights equal to the number of shares of common stock equal to four times the sum of the total number of shares of common stock issued and outstanding, plus the number of shares of Series B Preferred Stock (or other designated preferred stock) which are issued and outstanding. | |||||||||||||||||||||||||
The Series B Preferred Stock shall have preferential liquidation rights in the event of any liquidation, dissolution or winding up of the Company, such liquidation rights to be paid from the assets of the Company not delegated to parties with greater priority at $1.00 per share or, in the event an aggregate subscription by a single subscriber of the Series B Preferred Stock is greater than $100,000,000, $0.997 per share. The Series B Preferred Stock shall be convertible to a number of shares of common stock equal to the price of the Series B Preferred Stock divided by the par value of the Series B Preferred Stock. The option to convert the shares of Series B Preferred Stock may not be exercised until three months following the issuance of the Series B Preferred Stock to the recipient shareholder. The Series B Preferred Stock shall have ten votes on matters presented to the shareholders of the Company for one share of Series B Preferred Stock held. The initial price of the Series B Preferred Stock shall be $2.50, (subject to adjustment by the Company’s Board of Directors) until such time, if ever, the Series B Preferred Stock are listed on a secondary and/or public exchange. | |||||||||||||||||||||||||
In February 2014, the Company's Board of Directors amended the initial price for the Series B Preferred Stock from $2.50 to $1.50 per share. The Company's Board of Directors also amended the conversion feature of the Series B Preferred Stock, to be convertible to common shares $0.0001 par value, at a 40% discount to current market value (“current market value“) at the time the Company receives a conversion request. Current Market Value is defined as the average of the immediately prior five trading day's closing prices. Additionally, when Series B Preferred Stock shares convert to the Company's common stock, the minimum price discount floor level is set at $0.005, as decided by the Company's Board of Directors. | |||||||||||||||||||||||||
Issuance of Series A Preferred Stock | |||||||||||||||||||||||||
In February 2011, the Company issued three (3) shares of non-convertible Series A preferred stock valued at $329,000 per share, or $987,000 in aggregate, for voting purposes only, to the three members of the management team at one share each. The issued and outstanding shares of the Series A preferred stock have voting rights equal to eighty percent of the total issued and outstanding shares of the Company's common stock. This effectively provided them, upon retention of their Series A Preferred Stock, voting control on matters presented to the shareholders of the Company. They have each irrevocably waived their conversion rights relating to the Series A preferred shares issued. The Company expensed $987,000 in stock based compensation expense related to the issuance of the shares in 2011. | |||||||||||||||||||||||||
Sales of Shares of Series B Preferred Stock | |||||||||||||||||||||||||
In February 2014, the Company sold subscriptions to three individuals for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 25,335 shares, for $38,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). | |||||||||||||||||||||||||
In March 2014, the Company sold subscriptions to one individual for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 16,667 shares, for $25,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). | |||||||||||||||||||||||||
In April 2014, the Company sold subscriptions to one individual for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 33,334 shares, for $50,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). | |||||||||||||||||||||||||
In May 2014, the Company sold subscriptions to three individuals for the purchase of shares of its Series B preferred stock at $1.50 per share. The Company sold a total of 66,668 shares, for $100,000, that are convertible into shares of its common stock at a 40% discount to current market value, defined as the average of the immediately prior five trading day's closing prices upon receipt of a conversion notice, and with a minimum price level set by the Company's Board of Directors at $0.005. The Series B preferred shares can be converted at any time after six months from the subscription agreements, but only once every 30 days. The conversion feature of the subscription agreement contains an embedded derivative (see Note 12). | |||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
In December 2012, an increase of the authorized shares of the Company’s common stock from five hundred million (500,000,000) to seven hundred fifty million (750,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in February 2013. | |||||||||||||||||||||||||
In May 2013, an increase of the authorized shares of the Company’s common stock from seven hundred fifty million (750,000,000) to one billion, five hundred million (1,500,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in May 2013. | |||||||||||||||||||||||||
In July 2013, an increase of the authorized shares of the Company’s common stock from one billion, five hundred million (1,500,000,000) to three billion (3,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in July 2013. | |||||||||||||||||||||||||
In August 2013, an increase of the authorized shares of the Company’s common stock from three billion (3,000,000,000) to five billion (5,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company’s Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in September 2013. | |||||||||||||||||||||||||
In December 2013, an increase of the authorized shares of the Company's common stock from five billion (5,000,000,000) to six billion seven hundred fifty million (6,750,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in January 2014. | |||||||||||||||||||||||||
In February 2014, a 1:1,500 reverse stock split of the Company's issued and outstanding shares of common stock was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in March 2014. | |||||||||||||||||||||||||
All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the 1:1,500 reverse stock split adopted in March 2014. | |||||||||||||||||||||||||
In February 2014, a decrease of the authorized shares of the Company's common stock from six billion seven hundred fifty million (6,750,000,000) to one billion, five hundred million (1,500,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in March 2014. | |||||||||||||||||||||||||
In March 2014, the Company's transfer agent issued 3 shares of the Company's common stock, as adjusted by the Company’s 1:650 reverse stock split adopted in January 2015, valued at $302, as rounding shares relating to the Company's 1:1,500 reverse stock split of the Company's issued and outstanding shares of common stock that was adopted in March 2014. | |||||||||||||||||||||||||
In December 2014, an increase of the authorized shares of the Company's common stock from one billion, five hundred million (1,500,000,000) to nine billion (9,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in December 2014. | |||||||||||||||||||||||||
In December 2014, a 1:650 reverse stock split of the Company's issued and outstanding shares of common stock was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in January 2015. | |||||||||||||||||||||||||
All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the 1:650 reverse stock split adopted in January 2015. | |||||||||||||||||||||||||
In December 2014, a decrease of the authorized shares of the Company's common stock from nine billion (9,000,000,000) to three billion (3,000,000,000), $0.0001 par value, was ratified, effective upon the filing of an amendment to the Company's Certificate of Incorporation with the Wyoming Secretary of State. The amendment was adopted in January 2015. | |||||||||||||||||||||||||
Issuance of Common Stock for Services | |||||||||||||||||||||||||
In December 2009, the Company entered into a retainer agreement with an attorney, whereas the attorney acts as house counsel for the Company with respect to all general corporate matters. The agreement is at will and required a payment of 1 share of common stock, valued at $48,750 per share, as adjusted by the Company’s 1:650 reverse stock split, due upon execution. Commencing on January 1, 2010, the fee structure also includes a monthly cash fee of $1,000 and the monthly issuance of 2,500 shares of common stock, valued at market, and the total of which remains 2,500 shares post to the Company's March 2014 and January 2015 reverse stock splits For the year ended December 31, 2014 and 2013, the Company issued a total of 60 shares of restricted common stock, of which 12 shares were from 2013, valued at $2,980 and 1 share of restricted common stock, valued at $109, respectively, as adjusted by the Company’s 1:650 reverse stock split, all of which have been expensed as legal fees, related to the agreement. | |||||||||||||||||||||||||
In May 2012, the Company entered into a consulting agreement with a firm whereby the consultant will provide public relations services to the Company. The consultant will receive a fee of $7,000 per month and $500 per month in the form of restricted shares of the Company's common stock valued on the closing market price of the first day of each month that the agreement is in effect. In 2013, the consultant received 8 shares, as adjusted by the Company’s 1:650 reverse stock split, of the Company's common stock valued at $3,750. The value of all of the shares issued has been expensed as consulting fees (see Note 14). | |||||||||||||||||||||||||
Issuance of Common Stock for Financing | |||||||||||||||||||||||||
In March 2010, the Company executed a promissory note for $50,000 with its CEO, bearing interest at 10% per annum, maturing on April 30, 2011. Per the terms of the promissory note, the note holder purchased two units with each unit consisting of a 10% promissory note of $25,000 and 1 restricted share, as adjusted by the Company’s 1:650 reverse stock split, of the Company’s common stock, valued at $24,375 per share, as adjusted by the Company’s 1:650 reverse stock split, and expensed in 2010. In January 2015, the note was extended to December 31, 2015 (see Note 10). | |||||||||||||||||||||||||
In May 2010, the Company executed a promissory note for $50,000, bearing interest at 10% per annum, maturing on May 21, 2013. As consideration for executing the note, the Company issued 1 share, as adjusted by the Company’s 1:650 reverse stock split, of restricted common stock, valued at $8,775 per share, as adjusted by the Company’s 1:650 reverse stock split, to the note holder. For the year ended December 31, 2014 and 2013, the Company expensed $0 and $250, respectively, of financing expenses related to the shares (see Note 9). | |||||||||||||||||||||||||
Conversions to Common Stock | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Adar Bays to convert the balance of a $37,000 note dated March 24, 2014, and $2,114 of accrued interest, and $23,809 of a back-end note dated September 23, 2014, that tacks back to March 24, 2014, into 395,854 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $1.0556 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Asher to convert $148,100 of notes dated June 4, 2013, July 17, 2013 and March 11, 2014, and $6,820 of accrued interest, into 76,073 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.286 to $72.28 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Auctus to convert $17,000 of a note dated May 28, 2013, and accrued interest of $1,579, $32,750 of a note dated October 1, 2013, and accrued interest of $1,725, and $4,312 of a note dated May 21, 2014, and accrued interest of $1,178, into 144,767 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.039 to $58.50 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Black Arch to convert $41,151, and legal fees of $2,959, of a note originally issued to a non-related third party on January 22, 2008, and sold to the investor firm with no additional consideration to the Company, into 25,686 unrestricted shares of the Company's common stock, at conversion prices ranging from $1.0205 to $4.979 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from GEL to convert $31,500 of a convertible note originally issued to a non-related third party on September 29, 2006, and sold to the investor firm with no additional consideration to the Company, into 8,521 unrestricted shares of the Company's common stock, at conversion prices ranging from $1.9227 to $8.671 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Iconic to convert $86,502 of notes dated June 4, 2013, July 23, 2013 and October 4, 2013, and accrued interest of $7,252, into 3,435 unrestricted shares of the Company's common stock, at conversion prices ranging from $11.739 to $58.50 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from JMJ to convert $52,596 of a note dated March 26, 2014 into 321,538 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.039 to $5.85 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from JSJ to convert $50,000, and accrued interest of $865, of a note originally issued to a non-related third party on June 9, 2006, and sold to the investor firm with no additional consideration to the Company, and $3,474 of a note dated May 25, 2014 into 113,641 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $12.1875 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from KBM to convert $15,665 of a note dated April 8, 2014 into 109,819 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.078 to $0.2795 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received a conversion notice from LG Capital to convert $24,950, and accrued interest of $1,489, of a note dated March 14, 2014 into 231,939 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $1.0179 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Tarpon to convert $127,018 of a note originally issued to a non-related third party on February 29, 2008, and sold to the investor firm with no additional consideration to the Company, into 7,902 unrestricted shares of the Company's common stock, at conversion prices ranging from $8.25825 to $66.1375 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Tonaquint to convert $55,000, and accrued interest of $4,200 and legal fees of $3,200 of a note dated October 18, 2013 into 22,279 unrestricted shares of the Company's common stock, at conversion prices ranging from $1.053 to $21.489 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from Union to convert $34,390, and accrued interest of $334, of a note originally issued to a non-related third party on September 23, 2006, and sold to the investor firm with no additional consideration to the Company, into 341,169 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $0.7917 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received a conversion notice from Vista to convert $37,220 of a note dated April 1, 2014 into 238,462 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.065 to $0.585 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company received conversion notices from WHC to convert $28,943 of a note originally issued to a non-related third party on June 6, 2006, and sold to the investor firm with no additional consideration to the Company, and $77,303 of a note originally issued to a non-related third party on January 23, 2009, and $633 of accrued interest, and sold to the investor firm with no additional consideration to the Company, into 85,413 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0754 to $56.55 per share, as adjusted by the Company's 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company received conversion notices from ICG to convert $36,660 of the January 3, 2012 note into 26 unrestricted shares of the Company's common stock at conversion prices ranging from $1,098.50 to $1,651.00, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company received conversion notices from Asher to convert the remaining balance of $8,500 of the note due February 8, 2013, including accrued interest of $1,300, the full balance of $42,500 of the note due April 30, 2013, including accrued interest of $1,700, the full balance of $32,500 of the note due August 5, 2013, including accrued interest of $1,300, the full balance of $50,340 of the note due June 14, 2013, the full balance of $42,500 of the note due September 27, 2013, including accrued interest of $1,700, the full balance of $42,500 of the note due November 26, 2013, including accrued interest of $1,700, the full balance of $50,000 of the note due April 15, 2014, the full balance of $50,000 of the note due July 9, 2014, the full balance of $42,500 of the note due January 24, 2014, including accrued interest of $1,700, and $22,400 of the note due March 6, 2014 into 887 unrestricted shares of the Company's common stock, at conversion prices ranging from $97.50 to $3,022.50 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013 the Company received conversion notices from Auctus to convert the full balance of $27,750 of the note due August 30, 2013, including accrued interest of $1,291, the full balance of $27,750 of the note due November 19, 2013, including accrued interest of $1,308, and $15,750 of the note due February 28, 2014 into 227 unrestricted shares of the Company's common stock, at conversion prices ranging from $175.50 to $2,076.75 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013 the Company received a conversion notice from Klei to convert the full balance of $25,000 of the note due April 23, 2014, including accrued interest of $1,112, into 89 unrestricted shares of the Company's common stock, at a conversion price of $292.50 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company received conversion notices from Iconic to convert the full balance of $55,152 of one of the notes due June 4, 2014, the full balance of $50,000 of another of the notes due June 4, 2014, the full balance of $60,000 of the note due July 17, 2014, the full balance of $70,000 of one of the notes due October 4, 2014, $50,498 of the remaining note due June 4, 2014 into 1,096 unrestricted shares of the Company's common stock, at conversion prices ranging from $58.50 to $1,696.50 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company received conversion notices from Southridge to convert the full balance of $25,000 of the note due July 16, 2014, and $375 in legal fees, the full balance of $25,000 of the note due August 4, 2014, and $275 in legal fees, and the full balance of $25,000 of the note due August 18, 2014, and $375 in legal fees, into 277 unrestricted shares of the Company's common stock, at conversion prices ranging from $214.50 to $375.375 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company received conversion notices from WHC to convert $41,057 of the note due November 13, 2014 into 279 unrestricted shares of the Company's common stock, at conversion prices ranging from $56.55 to $169.65 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
For the year ended December 31, 2013 the Company received a conversion notice from Tarpon to convert $16,750 of the note due September 20, 2014 into 312 unrestricted shares of the Company's common stock, at a conversion price of $26.325 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
Issuance of Warrants and Options for Financing and Acquiring Services | |||||||||||||||||||||||||
In connection with consulting agreements, the Company issued warrants for 14 shares, as adjusted by the Company’s 1:650 reverse stock split, to consultants, all of which were deemed earned upon issuance for the reporting period ended December 31, 2014 (see Note 14). The fair value of these warrants granted, estimated on the date of grant using the Black-Scholes option-pricing model, was $1,242, which has been recorded as consulting expenses. | |||||||||||||||||||||||||
In October 2013, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 94 shares of the Company's common stock, at an exercise price of $260, as adjusted by the Company’s 1:650 reverse stock split, subject to adjustments (see Note 7). Per the terms of the reset feature of the warrants, an additional 1,080 warrant shares were issued at December 31, 2014, for a total of 1,174 warrant shares. For the year ended December 31, 2014, the Company received warrant exercise notices from the warrant holder to convert 110 warrant shares into 323,303 unrestricted shares of the Company's common stock, at exercise prices ranging from $0.039 to $1,053 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 7). | |||||||||||||||||||||||||
In April 2014, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 611 shares of the Company's common stock, at an exercise price of $21.50, as adjusted by the Company’s 1:650 reverse stock split, subject to adjustments (see Note 7). As of December 31, 2014, no warrants have been exercised from this agreement. | |||||||||||||||||||||||||
In October 2014, the Company entered into a purchase agreement with Tonaquint which included five year warrants for 28,320 shares of the Company's common stock, at an exercise price of $0.46345, as adjusted by the Company’s 1:650 reverse stock split, subject to adjustments (see Note 7). As of December 31, 2014, no warrants have been exercised from this agreement. | |||||||||||||||||||||||||
The table below summarizes the Company’s warrant activities through December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | |||||||||||||||||||||||||
Number of Warrant | Exercise | Weighted Average Exercise Price | Fair Value at Date of | Aggregate Intrinsic | |||||||||||||||||||||
Shares | Price Range Per Share | Issuance | Value | ||||||||||||||||||||||
Balance, December 31, 2012 | 174 | $ | 1,462.50-9,750,000 | $ | 47,775 | $ | 1,525,791 | $ | - | ||||||||||||||||
Granted | 94 | $ | 3,900-390,000 | $ | 390,000 | $ | 61,636 | $ | - | ||||||||||||||||
Canceled for cashless exercise | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised (Cashless) | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (37 | ) | $ | 14,625-9,750,000 | $ | 32,175 | $ | (482,177 | ) | $ | - | ||||||||||||||
Balance, December 31, 2013 | 231 | $ | 1,462.50-9,750,000 | $ | 155,025 | $ | 1,105,250 | $ | - | ||||||||||||||||
Granted | 30,025 | $ | 695-312,000 | $ | 2,651 | $ | 19,949 | $ | - | ||||||||||||||||
Canceled for cashless exercise | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised (Cashless) | (110 | ) | $ | 35,159 | - | (8,521 | ) | - | |||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (56 | ) | $ | 19,500-9,750,000 | $ | 86,314 | $ | (528,199 | ) | $ | - | ||||||||||||||
Balance, December 31, 2014 | 30,090 | $ | 695-9,750,000 | $ | 25,486 | $ | 588,479 | $ | - | ||||||||||||||||
Vested and exercisable, December 31, 2014 | 30,090 | $ | 695-9,750,000 | $ | 25,486 | $ | 588,479 | $ | - | ||||||||||||||||
Unvested, December 31, 2014 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | |||||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||||
Range of | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||||||||||
Exercise Prices | Outstanding | (in years) | Exercisable | (in years) | |||||||||||||||||||||
$9,750,000 | 1 | 0.84 | $ | 9,750,000 | 1 | 0.84 | $ | 9,750,000 | |||||||||||||||||
$695-312,000 | 30,089 | 1.31 | $ | 25,318 | 30,089 | 1.31 | $ | 25,318 | |||||||||||||||||
$695 - $9,750,000 | 30,090 | 1.31 | $ | 25,486 | 30,090 | 1.31 | $ | 25,486 | |||||||||||||||||
Issuance of Stock Options to Parties Other Than Employees for Acquiring Goods or Services | |||||||||||||||||||||||||
In January 2013, the Company granted an option to purchase 11 shares, as adjusted by the Company’s 1:650 reverse stock split, of its common stock to NetLabs, Inc. in exchange for the assignment of the entire right, title and interest in and to the “Out-of-Band Patent”. The Options were valued at $1,636.36 per share, as adjusted by the Company’s 1:650 reverse stock split, or $18,000, which was recorded as Patent. | |||||||||||||||||||||||||
The Company estimated the fair value of the options on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||||||||||||||
January 30, | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Expected life (year) | 10 | ||||||||||||||||||||||||
Expected volatility | 142 | % | |||||||||||||||||||||||
Risk-free interest rate | 2.03 | % | |||||||||||||||||||||||
Expected annual rate of quarterly dividends | 0 | % | |||||||||||||||||||||||
As of December 31, 2014, options to purchase an aggregate of 13 shares, as adjusted by the Company’s 1:650 reverse stock split, of its common stock for non-employees were outstanding. The exercise price of the options to purchase 2 and 11 shares its common stock is $5,850.00 and $1,636.36, respectively, yielding a weighted average exercise price of $2,925.00, as adjusted by the Company’s 1:650 reverse stock split. In January 2013, options to purchase an aggregate of 1 share of the Company's common stock at $3,510,000 per share, as adjusted by the Company’s 1:650 reverse stock split, were cancelled per an agreement executed with NetLabs, Inc. Also in January 2013, options to purchase an aggregate of 1 share, as adjusted by the Company’s 1:650 reverse stock split, of the Company's common stock, valued at $13,500 per share, expired. |
Stock_Based_Compensation
Stock Based Compensation | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stock Based Compensation | |||||||||||||||||||||||||
Note 16 - Stock Based Compensation | 2004 Equity Incentive Plan | ||||||||||||||||||||||||
In September 2004, the stockholders approved the Equity Incentive Plan for the Company’s employees (“Incentive Plan”), effective April 1, 2004. The number of shares authorized for issuance under the Incentive Plan was increased to 10 in September 2006, 15 in March 2007, 20 in June 2007, 103 in December 2007 and 205 in April 2011, as adjusted by the Company’s 1:650 reverse stock split, by unanimous consent of the Board of Directors prior to 2011 and by majority consent of the Board of Directors in 2011. | |||||||||||||||||||||||||
2012 Stock Option Plan | |||||||||||||||||||||||||
In November 2012, the stockholders approved the 2012 Stock Option Plan (“2012 Stock Incentive Plan”) for the Company’s employees, effective January 3, 2013. The number of shares authorized for issuance under the plan is 103, as adjusted by the Company’s 1:650 reverse stock split. | |||||||||||||||||||||||||
Options granted in January 2013 | |||||||||||||||||||||||||
On January 3, 2013, the Company granted options to purchase 5 shares of its common stock to the Company’s management team and employees with an exercise price at $2,242.50 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring ten (10) years from the date of grant vesting over an eight month period. | |||||||||||||||||||||||||
The Company estimated the fair value of 2013 options on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | |||||||||||||||||||||||||
January 3, | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Expected life (year) | 10 | ||||||||||||||||||||||||
Expected volatility | 154 | % | |||||||||||||||||||||||
Risk-free interest rate | 1.92 | % | |||||||||||||||||||||||
Expected annual rate of quarterly dividends | 0 | % | |||||||||||||||||||||||
The table below summarizes the Company’s 2004 Incentive Plan and 2012 Stock Incentive Plan activities through December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | |||||||||||||||||||||||||
Number of Options | Exercise | Weighted Average Exercise Price | Fair Value at Date of | Aggregate Intrinsic | |||||||||||||||||||||
Shares | Price Range Per Share | Issuance | Value | ||||||||||||||||||||||
Balance, December 31, 2012 | 144 | $ | 2,437.50-9,750,000 | $ | 13,650 | $ | 3,214,621 | $ | - | ||||||||||||||||
Granted | 5 | $ | 2,242.50 | $ | 2,242.50 | $ | 10,000 | - | |||||||||||||||||
Canceled for cashless exercise | (- | ) | $ | 975,000 | $ | 2,730,000 | $ | (41,488 | ) | - | |||||||||||||||
Exercised (Cashless) | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (5 | ) | $ | 19,500 – 78,000 | $ | 58,500 | $ | (383,480 | ) | - | |||||||||||||||
Balance, December 31, 2013 | 144 | $ | 2,242.50-9,750,000 | $ | 12,646 | $ | 2,799,653 | $ | - | ||||||||||||||||
Granted | - | - | - | - | - | ||||||||||||||||||||
Canceled | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised (Cashless) | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (- | ) | 9,750,000 | 9,750,000 | $ | (14,840 | ) | - | |||||||||||||||||
Balance, December 31, 2014 | 144 | $ | 2,242.5-9,750,000 | $ | 12,646 | $ | 2,784,813 | $ | - | ||||||||||||||||
Vested and exercisable, December 31, 2014 | 144 | $ | 2,242.5-9,750,000 | $ | 12,646 | $ | 2,784,813 | $ | - | ||||||||||||||||
Unvested, December 31, 2014 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
As of December 31, 2014, options to purchase an aggregate of 142 shares of common stock were outstanding under the 2004 incentive plan and 2012 Stock Incentive Plan and there were 166 shares remaining available for issuance, as adjusted by the Company’s 1:650 reverse stock split. Also in May 2013, options to purchase an aggregate of 1 share of the Company's common stock, at $975,000 per share and 1 share of the Company's common stock, at $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, were cancelled. | |||||||||||||||||||||||||
The following table summarizes information concerning 2004 Incentive plan and 2012 Stock Incentive Plan as of December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Range of | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||||||||||
Exercise Prices | Outstanding | (in years) | Exercisable | (in years) | |||||||||||||||||||||
$9,750,000 | 1 | 0.26 | $ | 9,750,000 | 1 | 0.26 | $ | 9,750,000 | |||||||||||||||||
$975,000 | 1 | 1.51 | $ | 975,000 | 1 | 1.51 | $ | 975,000 | |||||||||||||||||
$2,437.50-365,625 | 137 | 1.14 | $ | 10,935 | 137 | 1.14 | $ | 10,935 | |||||||||||||||||
$2,242.50 | 5 | 8 | $ | 2,242.50 | 5 | 8 | 2,242.50 | ||||||||||||||||||
$2,242.50-9,750,000 | 144 | 1.38 | $ | 12,646 | 144 | 1.38 | $ | 12,646 |
Income_Tax_Provision
Income Tax Provision | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Provision | |||||||||
Note 17 - Income Tax Provision | Deferred Tax Assets | ||||||||
As of December 31, 2014, the Company had deferred tax assets of approximately $6,250,388, resulting from certain temporary differences and net operating loss (“NOL”) carry-forwards of approximately $18,383,494, which are available to offset future taxable income, if any, through 2034. As utilization of the net operating loss carry-forwards and temporary difference is not considered more likely than not and accordingly, the deferred tax asset has been fully offset by a valuation allowance. | |||||||||
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The valuation allowance increased approximately $558,572 and $578,634 for the year ended December 31, 2014 and 2013, respectively. | |||||||||
Components of deferred tax assets are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Net deferred tax assets – non-current: | |||||||||
Expected income tax benefit from NOL carry-forwards | $ | 6,250,388 | $ | 5,691,816 | |||||
Less valuation allowance | (6,250,388 | ) | (5,691,816 | ) | |||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
Income Tax Provision in the Statements ofOperations | |||||||||
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows: | |||||||||
For the year ended December 31, | For the year ended December 31, | ||||||||
2014 | 2013 | ||||||||
Federal statutory income tax rate | 34 | % | 34 | % | |||||
Change in valuation allowance on net operating loss carry-forwards | (34.0 | ) | (34.0 | ) | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Tax Returns Remaining subject to IRS Audits | |||||||||
The Company’s operations are based in New Jersey and it is subject to federal and New Jersey state income tax. Tax years subsequent to 2007 are open to examination by United States and state tax authorities. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Note 18 - Concentration of Credit Risk | Customers and Credit Concentrations | ||||||||||||||||
Revenue concentrations and the accounts receivables concentrations are as follows: | |||||||||||||||||
Net Sales | Accounts | ||||||||||||||||
for the Year Ended | Receivable at | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | December 31, 2014 | December 31, 2013 | ||||||||||||||
Customer A | 45.4 | % | 25.3 | % | 35.9 | % | 25.9 | % | |||||||||
Customer B | 23.4 | % | - | % | 41.2 | % | - | % | |||||||||
Customer C | - | % | 28.8 | % | - | % | - | % | |||||||||
Customer D | - | % | - | % | 11.7 | % | - | % | |||||||||
Customer E | - | % | 22.6 | % | - | % | - | % | |||||||||
68.8 | % | 76.7 | % | 88.8 | % | 25.9 | % | ||||||||||
A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s results of operations and financial condition. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | |
Note 19 - Subsequent Events | The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows: |
Convertible Notes Payable | |
In February 2015, the Company issued a convertible note for $25,000, bearing interest at 10% per annum, maturing on February 25, 2016 with Vista. The debenture contains an embedded derivative feature. | |
In February 2015, the Company issued a convertible note for $42,000, as a back-end note dating from July 7, 2014, net of legal fees of $2,000 for a total amount received of $40,000, bearing interest at 10% per annum, maturing on July 7, 2015 with LG Capital. The debenture contains an embedded derivative feature. | |
Note Payable - Related Party | |
In January 2015, the Company issued a promissory note for $19,875, non-interest bearing, maturing on January 9, 2017 with its CEO. | |
Debt Purchase Agreement | |
In February 2015, pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, a promissory note holder and Black Arch, the Company transferred $25,000 of the note balance to Black Arch in the form of a convertible note for $25,000, bearing interest at 10% per annum, with a maturity date of February 17, 2016. The new debenture contains an embedded derivative feature. | |
Conversions to Common Stock | |
In January 2015, the Company received conversion notices from Adar Bays to convert $11,110 of a note dated March 24, 2014, into 294,695 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0377 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In January 2015, the Company received a conversion notice from Auctus to convert $1,727, and accrued interest of $103, of a note dated May 21, 2014, into 93,833 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0195 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In January 2015, the Company received a conversion notice from JMJ to convert $4,974 of a note dated March 26, 2014, into 127,538 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.039 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In January 2015, the Company received a conversion notice from JSJ to convert $3,308 of a note dated May 25, 2014, into 125,369 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.02665 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In January 2015, the Company received a conversion notice from LG Capital to convert $4,400 of a note, and accrued interest of $362, dated March 14, 2014, into 126,303 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0377 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In January 2015, the Company received a conversion notice from Union to convert $4,490, and accrued interest of $121, of a note originally issued to a non-related third party on September 23, 2006, and sold to the investor firm with no additional consideration to the Company, into 122,296 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0377 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In January 2015, the Company received conversion notices from WHC to convert $8,720 of a note originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 233,889 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.036946 to $0.0377 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In February 2015, the Company received a conversion notice from Adar Bays to convert $1,285 of a note dated March 24, 2014, into 221,552 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0058 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In February 2015, the Company received a conversion notice from Auctus to convert $806, and accrued interest of $322, of a note dated May 21, 2014, into 188,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.006 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In February 2015, the Company received conversion notices from Black Arch to convert $4,720 of a note originally issued to a non-related third party on February 11, 2008, and sold to the investor firm with no additional consideration to the Company, into 536,667 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.006 to $0.015 per share, as adjusted by our 1:650 reverse stock split (see Note 19 above). | |
In February 2015, the Company received a conversion notice from JMJ to convert $810 of a note dated March 26, 2014, into 225,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0036 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In February 2015, the Company received conversion notices from KBM to convert $3,470 of a note dated April 8, 2014, into 598,275 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0058 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In February 2015, the Company received a conversion notice from LG Capital to convert $1,135 of a note, and accrued interest of $107, dated March 14, 2014, into 214,132 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0058 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In February 2015, the Company received a conversion notice from WHC to convert $893 of a note originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 256,668 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.00348 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received a conversion notice from Adar Bays to convert $1,030 of a note dated March 24, 2014, into 572,859 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.001798 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received conversion notices from Auctus to convert $3,069, and accrued interest of $406, of a note dated May 21, 2014, into 2,040,925 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.00066 to $0.00435 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received conversion notices from Black Arch to convert $4,458 of a note originally issued to a non-related third party on February 11, 2008, and sold to the investor firm with no additional consideration to the Company, into 2,820,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.00066 to $0.0042 per share, as adjusted by our 1:650 reverse stock split (see Note 19 above). | |
In March 2015, the Company received conversion notices from Iconic to convert $6,739 of a note dated May 30, 2014, into 2,421,422 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.0015 to $0.0039 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received a conversion notice from JMJ to convert $945 of a note dated March 26, 2014, into 630,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.0015 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received conversion notices from KBM to convert $5,360 of a note dated April 8, 2014, into 3,464,736 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.00064 to $0.0052 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received conversion notices from Vista to convert $2,990 of a note dated April 1, 2014, into 2,540,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.0004 to $0.00275 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In March 2015, the Company received conversion notices from WHC to convert $1,300 of a note originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 1,334,895 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at conversion prices ranging from $0.000638 to $0.00145 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In April 2015, the Company received a conversion notice from Auctus to convert $643, and accrued interest of $75, of a note dated May 21, 2014, into 1,088,258 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.006 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In April 2015, the Company received a conversion notice from Black Arch to convert $1,386 of a note originally issued to a non-related third party on February 11, 2008, and sold to the investor firm with no additional consideration to the Company, into 2,100,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.00066 per share, as adjusted by our 1:650 reverse stock split (see Note 19 above). | |
In April 2015, the Company received a conversion notice from Iconic to convert $1,253 of a note dated May 30, 2014, into 2,610,417 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.00048 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In April 2015, the Company received a conversion notice from JMJ to convert $521 of a note dated March 26, 2014, into 1,085,000 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.00048 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
In April 2015, the Company received a conversion notice from WHC to convert $636 of a note originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 1,371,639 unrestricted shares of the Company's common stock, as adjusted by our 1:650 reverse stock split, at a conversion price of $0.00046 per share, as adjusted by our 1:650 reverse stock split (see Note 7). | |
Cashless Exercise of Warrants | |
In January 2015, the Company received a warrant exercise notice from Tonaquint to convert 12 warrant shares, of Tonaquint Warrants #1, into 191,373 unrestricted shares of the Company's common stock, at an exercise price of $0.039 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 7 and 15). | |
Common Stock | |
In March 2015, the Company's transfer agent issued 1,427 shares of the Company's common stock, as adjusted by the Company’s 1:650 reverse stock split, valued at $4.71, as rounding shares related to the Company's 1:650 reverse stock split of the Company's issued and outstanding shares of common stock that was adopted in January 2015 (see Note 15). | |
Issuance of Common Stock for Services | |
In March 2015, the Company issued a total of 7,500 shares of restricted common stock, valued at $18.75, which has been expensed as legal fees, related to a retainer agreement with the Company's attorney (see Note 14). |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary Of Significant Accounting Policies Policies | |||||||||
Basis of Presentation | The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | ||||||||
Use of Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). | ||||||||
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: | |||||||||
(i) | Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. | ||||||||
(ii) | Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. | ||||||||
(iii) | Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. | ||||||||
(iv) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. | ||||||||
(v) | Estimates and assumptions used in valuation of derivative liabilities and equity instruments: Management estimates expected term of share options and similar instruments, expected volatility of the Company’s common shares and the method used to estimate it, expected annual rate of quarterly dividends, and risk free rate(s) to value derivative liabilities, share options and similar instruments. | ||||||||
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. | |||||||||
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. | |||||||||
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. | |||||||||
Actual results could differ from those estimates. | |||||||||
Fair Value of Financial Instruments | The Company follows applicable accounting guidance for disclosures about fair value of its financial instruments. U.S. GAAP establishes a framework for measuring fair value, and requires disclosures about fair value measurements. To provide consistency and comparability in fair value measurements and related disclosures, U.S. GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are described below: | ||||||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||||||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||||||||
Level 3 | Pricing inputs that are generally not observable inputs and not corroborated by market data. | ||||||||
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. | |||||||||
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |||||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, accrued expenses, payroll taxes payable, and due to factor, approximate their fair values because of the short maturity of these instruments. | |||||||||
The Company’s notes payable, convertible notes payable, convertible secured notes payable, and capital leases payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2014 and 2013. | |||||||||
The Company’s Level 3 financial liabilities consist of the derivative financial instruments for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the automatic conditional conversion, re-pricing/down-round, change of control; default and follow-on offering provisions using a lattice model, with the assistance of a valuation specialist, for which management understands the methodologies. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date. | |||||||||
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. | |||||||||
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis | Level 3 Financial Liabilities – Derivative Financial Instruments | ||||||||
The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at the end of every reporting period and recognizes gains or losses in the Statements of Operations that are attributable to the change in the fair value of the derivative liability. | |||||||||
Carrying Value, Recoverability and Impairment of Long-Lived Assets | The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, patents, and website development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | ||||||||
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. When long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. | |||||||||
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. | |||||||||
The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs of the manufacturing facilities. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Any difficulty in manufacturing or sourcing raw materials on a cost effective basis would significantly impact the projected future cash flows of the Company’s manufacturing facilities and potentially lead to an impairment charge for long-lived assets. Other factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long lived assets. | |||||||||
The impairment charges, if any, is included in operating expenses in the accompanying statements of operations. | |||||||||
Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. | ||||||||
Accounts Receivable and Allowance for Doubtful Accounts | Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9 Losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any. | ||||||||
Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |||||||||
There was no allowance for doubtful accounts at December 31, 2014 or 2013. | |||||||||
Property and Equipment | Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: | ||||||||
Estimated Useful Life (Years) | |||||||||
Computer equipment | 5 | ||||||||
Computer software | 3 | ||||||||
Furniture and fixture | 7 | ||||||||
Office equipment | 7 | ||||||||
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. | |||||||||
Leases | Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with applicable paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 A lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight-line basis over the capital lease assets' estimated useful lives consistent with the Company’s normal depreciation policy for tangible assets, but generally not exceeding the term of the lease. Interest charges are expensed over the term of the lease in relation to the carrying value of the capital lease obligation. | ||||||||
Operating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. | |||||||||
Intangible Assets Other Than Goodwill | The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over or their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of legal lives of the patents, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | ||||||||
Patents | For acquired patents the Company records the costs to acquire patents as patent and amortizes the patent acquisition cost over its remaining legal life, or estimated useful life, or the term of the contract, whichever is shorter. For internal developed patents, all costs incurred to the point when a patent application is to be filed are expended as incurred as research and development expense; patent application costs, generally legal costs, thereafter incurred are capitalized, which are to be amortized once the patents are granted or expended if the patent application is rejected. The Company amortizes the internal developed patents over the shorter of the expected useful lives or the legal lives of the patents, which are generally 17 to 20 years for domestic patents and 5 to 20 years for foreign patents from the date when the patents are granted. The costs of defending and maintaining patents are expended as incurred. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | ||||||||
Website Development Cost | The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful lives of three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. | ||||||||
Discount on Debt | The Company allocates the proceeds received from convertible debt instruments between the liability component and equity component, and records the conversion feature as a liability in accordance with subtopic 470-20 of the FASB Accounting Standards Codification (“Subtopic 470-20”). The conversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, have been recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The conversion liability is marked to market each reporting period with the resulting gains or losses shown in the Statement of Operations. The Company has also recorded the resulting discount on debt related to the warrants and conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. | ||||||||
Derivative Instruments and Hedging Activities | The Company accounts for derivative instruments and hedging activities in accordance with paragraph 815-10-05-4 of the FASB Accounting Standards Codification (“Paragraph 815-10-05-4”). Paragraph 815-10-05-4 requires companies to recognize all derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends upon: (i) whether the derivative has been designated and qualifies as part of a hedging relationship, and (ii) the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument based upon the exposure being hedged as either a fair value hedge, cash flow hedge or hedge of a net investment in a foreign operation. | ||||||||
Derivative Liability | The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations and comprehensive income (loss) as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity. | ||||||||
In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. | |||||||||
The Company marks to market the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the consolidated statements of operations and comprehensive income (loss). | |||||||||
The Company utilizes the Lattice model that values the liability of the derivative warrants based on a probability weighted discounted cash flow model with the assistance of the third party valuation firm. The reason the Company picks the Lattice model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and terms of conversion option (e.g., combined embedded derivatives). The Lattice model is based on future projections of the various potential outcomes. The features that were analyzed and incorporated into the model included the exercise and full reset features. Based on these features, there are two primary events that can occur; the Holder exercises the Warrants or the Warrants are held to expiration. The Lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, exercise price, volatility, etc.). Projections were then made on the underlying factors which led to potential scenarios. Probabilities were assigned to each scenario based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed to determine the value of the derivative warrants. | |||||||||
Related Parties | The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | ||||||||
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||||||||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||||||||
Commitment and Contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | ||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||||||||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |||||||||
Revenue Recognition | The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
The Company derives its revenues from sales contracts with customers with revenues being generated upon the shipment of products. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the third party carrier and title transfers upon shipment, based on free on board (“FOB”) warehouse terms; the sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments that have impacted the ultimate collection of revenues. | |||||||||
In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of products and services: | |||||||||
Hardware | |||||||||
Revenue from hardware sales is recognized when the product is shipped to the customer and there are either no unfulfilled Company obligations or any obligations that will not affect the customer's final acceptance of the arrangement. All costs of these obligations are accrued when the corresponding revenue is recognized. There were no revenues from fixed price long-term contracts. | |||||||||
Software, Services and Maintenance | |||||||||
Revenue from time and service contracts is recognized as the services are provided. Revenue from delivered elements of one-time charge licensed software is recognized at the inception of the license term, provided the Company has vendor-specific objective evidence of the fair value of each delivered element. Revenue is deferred for undelivered elements. The Company recognizes revenue from the sale of software licenses when the four criteria discussed above are met. Delivery generally occurs when the product is delivered to a common carrier or the software is downloaded via email delivery or an FTP web site. The Company assesses collection based on a number of factors, including past transaction history with the customer and the creditworthiness of the customer. The Company does not request collateral from customers. If the Company determines that collection of a fee is not reasonably assured, the Company defers the fee and recognizes revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash. Revenue from monthly software licenses is recognized on a subscription basis. | |||||||||
ASP Hosted Cloud Services | |||||||||
The Company offers an Application Service Provider Cloud Service whereby customer usage transactions are invoiced monthly on a cost per transaction basis. The service is sold via the execution of a Service Agreement between the Company and the customer. Initial set-up fees are recognized over the period in which the services are performed. | |||||||||
Fixed Price Service Contracts | |||||||||
Revenue from fixed price service contracts is recognized over the term of the contract based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Revenue from maintenance is recognized over the contractual period or as the services are performed. Revenue in excess of billings on service contracts is recorded as unbilled receivables and is included in trade accounts receivable. Applicable billings in excess of revenue that is recognized on service contracts are recorded as deferred income until the aforementioned revenue recognition criteria are met. | |||||||||
Stock-Based Compensation for Obtaining Employee Services | The Company accounts for share-based payment transactions issued to employees under the guidance of the Topic 718 Compensation—Stock Compensation of the FASB Accounting Standards Codification (“ASC Topic 718”). | ||||||||
Pursuant to ASC Section 718-10-20 an employee is an individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Internal Revenue Service (“IRS”) Revenue Ruling 87-41. A nonemployee director does not satisfy this definition of employee. Nevertheless, nonemployee directors acting in their role as members of a board of directors are treated as employees if those directors were elected by the employer’s shareholders or appointed to a board position that will be filled by shareholder election when the existing term expires. However, that requirement applies only to awards granted to nonemployee directors for their services as directors. Awards granted to nonemployee directors for other services shall be accounted for as awards to non-employees. | |||||||||
Pursuant to ASC Paragraphs 718-10-30-2 and 718-10-30-3 a share-based payment transaction with employees shall be measured based on the fair value of the equity instruments issued and an entity shall account for the compensation cost from share-based payment transactions with employees in accordance with the fair value-based method, i.e., the cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued or the fair value of the liabilities incurred/settled. | |||||||||
Pursuant to ASC Paragraphs 718-10-30-6 and 718-10-30-9 the measurement objective for equity instruments awarded to employees is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as expected volatility, at the grant date. As such, the fair value of an equity share option or similar instrument shall be estimated using a valuation technique such as an option pricing model. For this purpose, a similar instrument is one whose fair value differs from its intrinsic value, that is, an instrument that has time value. | |||||||||
If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in its most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: | |||||||||
a. | The exercise price of the option. | ||||||||
b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term =(vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
c. | The current price of the underlying share. | ||||||||
d. | The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. | ||||||||
e. | The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||
f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | ||||||||
Pursuant to ASC Paragraphs 718-10-30-11 and 718-10-30-17 a restriction that stems from the forfeitability of instruments to which employees have not yet earned the right, such as the inability either to exercise a non-vested equity share option or to sell non-vested shares, is not reflected in estimating the fair value of the related instruments at the grant date. Instead, those restrictions are taken into account by recognizing compensation cost only for awards for which employees render the requisite service and a non-vested equity share or non-vested equity share unit awarded to an employee shall be measured at its fair value as if it were vested and issued on the grant date. | |||||||||
Pursuant to ASC Paragraphs 718-10-35-2 and 718-10-35-3 the compensation cost for an award of share-based employee compensation classified as equity shall be recognized over the requisite service period, with a corresponding credit to equity (generally, paid-in capital). The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. The total amount of compensation cost recognized at the end of the requisite service period for an award of share-based compensation shall be based on the number of instruments for which the requisite service has been rendered (that is, for which the requisite service period has been completed). An entity shall base initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. That estimate shall be revised if subsequent information indicates that the actual number of instruments is likely to differ from previous estimates. The cumulative effect on current and prior periods of a change in the estimated number of instruments for which the requisite service is expected to be or has been rendered shall be recognized in compensation cost in the period of the change. Previously recognized compensation cost shall not be reversed if an employee share option (or share unit) for which the requisite service has been rendered expires unexercised (or unconverted). | |||||||||
Under the requirement of ASC Paragraph 718-10-35-8 the Company made a policy decision to recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. | |||||||||
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | ||||||||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. | |||||||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. | |||||||||
Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||
Pursuant to ASC Paragraph 718-10-55-21 if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: | |||||||||
a. | The exercise price of the option. | ||||||||
b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||
c. | The current price of the underlying share. | ||||||||
d. | The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. | ||||||||
e. | The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||
f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. | ||||||||
Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||||||
Software Development Costs | The Company has adopted paragraph 985-20-05-01 of the FASB Accounting Standards Codification (“Paragraph 985-20-05-01”) for the costs of computer software to be sold or licensed. Paragraph 985-20-05-01 requires research and development costs incurred in the process of software development before establishment of technological feasibility being expensed as incurred and capitalization of software development costs incurred subsequent to establishment of technological feasibility and prior to the availability of the product for general release to customers. Systematic amortization of capitalized costs begins when a product is available for general release to customers and is computed on a product-by-product basis at a rate not less than straight-line basis over the product’s remaining estimated economic life. To date, all costs have been accounted for as research and development costs and no software development cost has been capitalized. | ||||||||
Deferred Tax Assets and Income Tax Provision | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date. | ||||||||
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |||||||||
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. | |||||||||
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||||||||
Uncertain Tax Positions | The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the for the reporting period ended December 31, 2014 or 2013. | ||||||||
Net Income (Loss) Per Common Share | Earnings per share ("EPS") is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic EPS is computed by dividing earnings by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing earnings by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | ||||||||
Pursuant to ASC Paragraphs 260-10-45-45-22 and 23 the dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. | |||||||||
The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive, as adjusted by the Company's 1:650 reverse stock split adopted on January 29, 2015: | |||||||||
Potentially Outstanding | |||||||||
Dilutive Common Shares | |||||||||
For the Year Ended December 31, | For the Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Conversion Feature Shares | |||||||||
Common shares issuable under the conversion feature of convertible notes payable | $ | 551,488 | $ | 6,527 | |||||
Sub-total: Conversion feature shares | 551,488 | 6,527 | |||||||
Stock Option Shares | |||||||||
Options issued from January 11, 2005 through April 21, 2011 to employees to purchase common shares with exercise prices ranging from $2,437.50 to $9,750,000 per share expiring five (5) years to ten (10) years from the date of issuance | 137 | 137 | |||||||
Options issued from December 23, 2010 through January 30, 2013 to parties other than employees to purchase common shares with exercise prices ranging from $1,950.00 to $8,775,000 per share expiring five (5) years to ten (10) years from the date of issuance | 2 | 12 | |||||||
Options issued on January 3, 2013 from the 2012 Stock Incentive Plan to employees to purchase common shares with an exercise price of $2,242.50 per share expiring ten (10) years from the date of issuance | 5 | 5 | |||||||
Sub-total: Stock option shares | 144 | 154 | |||||||
Warrant Shares | |||||||||
Warrants issued in connection with debentures | 29,994 | 95 | |||||||
Warrants sold for cash | 43 | 187 | |||||||
Warrants issued for services | 26 | 15 | |||||||
Warrants issued in connection with the sale of common stock | 27 | 29 | |||||||
Sub-total: Warrant shares | 30,090 | 326 | |||||||
Total potentially outstanding dilutive common shares | $ | 581,722 | $ | 7,007 | |||||
Cash Flows Reporting | The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | ||||||||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||||||||
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) | ||||||||
This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. | |||||||||
To achieve that core principle, an entity should apply the following steps: | |||||||||
1 | Identify the contract(s) with the customer | ||||||||
2 | Identify the performance obligations in the contract | ||||||||
3 | Determine the transaction price | ||||||||
4 | Allocate the transaction price to the performance obligations in the contract | ||||||||
5 | Recognize revenue when (or as) the entity satisfies performance obligations | ||||||||
The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following: | |||||||||
1 | Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) | ||||||||
2 | Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations | ||||||||
3 | Assets recognized from the costs to obtain or fulfill a contract. | ||||||||
ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted. | |||||||||
In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718) : Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). | |||||||||
The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. | |||||||||
The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. | |||||||||
In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). | |||||||||
In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies. | |||||||||
When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. | |||||||||
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): | |||||||||
a. | Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) | ||||||||
b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations | ||||||||
c. | Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. | ||||||||
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following: | |||||||||
a. | Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern | ||||||||
b. | Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations | ||||||||
c. | Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. | ||||||||
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. | |||||||||
In November 2014, the FASB issued the FASB Accounting Standards Update No. 2014-16 “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”). The amendments in ASU No. 2014-16 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. | |||||||||
In January 2015, the FASB issued the FASB Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). This Update eliminates from GAAP the concept of extraordinary items and the requirements in Subtopic 225-20 for reporting entities to separately classify, present, and disclose extraordinary events and transactions. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. | |||||||||
In February 2015, the FASB issued the FASB Accounting Standards Update No. 2015-02 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”)to improve certain areas of consolidation guidance for reporting organizations (i.e., public, private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations). | |||||||||
All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: | |||||||||
· | Eliminating the presumption that a general partner should consolidate a limited partnership. | ||||||||
· | Eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model). | ||||||||
· | Clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights. | ||||||||
· | Amending the guidance for assessing how related party relationships affect VIE consolidation analysis. | ||||||||
· | Excluding certain money market funds from the consolidation guidance. | ||||||||
The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. | |||||||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies potentially outstanding dilutive common shares excluded (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary Of Significant Accounting Policies Potentially Outstanding Dilutive Common Shares Excluded Tables | |||||||||
Property and equipment estimated useful lives | Estimated Useful Life (Years) | ||||||||
Computer equipment | 5 | ||||||||
Computer software | 3 | ||||||||
Furniture and fixture | 7 | ||||||||
Office equipment | 7 | ||||||||
Potentially outstanding dilutive common shares excluded | Potentially Outstanding | ||||||||
Dilutive Common Shares | |||||||||
For the Year Ended December 31, | For the Year Ended December 31, | ||||||||
2014 | 2013 | ||||||||
Conversion Feature Shares | |||||||||
Common shares issuable under the conversion feature of convertible notes payable | $ | 551,488 | $ | 6,527 | |||||
Sub-total: Conversion feature shares | 551,488 | 6,527 | |||||||
Stock Option Shares | |||||||||
Options issued from January 11, 2005 through April 21, 2011 to employees to purchase common shares with exercise prices ranging from $2,437.50 to $9,750,000 per share expiring five (5) years to ten (10) years from the date of issuance | 137 | 137 | |||||||
Options issued from December 23, 2010 through January 30, 2013 to parties other than employees to purchase common shares with exercise prices ranging from $1,950.00 to $8,775,000 per share expiring five (5) years to ten (10) years from the date of issuance | 2 | 12 | |||||||
Options issued on January 3, 2013 from the 2012 Stock Incentive Plan to employees to purchase common shares with an exercise price of $2,242.50 per share expiring ten (10) years from the date of issuance | 5 | 5 | |||||||
Sub-total: Stock option shares | 144 | 154 | |||||||
Warrant Shares | |||||||||
Warrants issued in connection with debentures | 29,994 | 95 | |||||||
Warrants sold for cash | 43 | 187 | |||||||
Warrants issued for services | 26 | 15 | |||||||
Warrants issued in connection with the sale of common stock | 27 | 29 | |||||||
Sub-total: Warrant shares | 30,090 | 326 | |||||||
Total potentially outstanding dilutive common shares | $ | 581,722 | $ | 7,007 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property And Equipment Tables | |||||||||||||
Property Equipment at Cost | Property and equipment, stated at cost, less accumulated depreciation consisted of the following: | ||||||||||||
Estimated Useful Life (Years) | December 31, | December 31, | |||||||||||
2014 | 2013 | ||||||||||||
Computer equipment | 5 | $ | 76,952 | $ | 73,540 | ||||||||
Computer software | 3 | 26,634 | 25,135 | ||||||||||
Furniture and fixture | 7 | 10,157 | 10,157 | ||||||||||
Office equipment | 7 | 16,511 | 15,906 | ||||||||||
130,254 | 124,738 | ||||||||||||
Less accumulated depreciation (i) | (124,732 | ) | (120,749 | ) | |||||||||
$ | 5,522 | $ | 3,989 |
Patents_Tables
Patents (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Patents Tables | |||||||||
Patents stated at cost (Table) | Patents, stated at cost, less accumulated amortization, consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Patents | 22,329 | 22,329 | |||||||
Accumulated amortization | (4,364 | ) | (2,310 | ) | |||||
$ | 17,965 | $ | 20,019 |
Website_Tables
Website (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Website Tables | |||||||||
Website, stated at cost | Website, stated at cost, less accumulated amortization, consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Website | $ | 31,331 | $ | 31,331 | |||||
Accumulated amortization (i) | (29,831 | ) | (26,831 | ) | |||||
$ | 1,500 | $ | 4,500 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Notes Payable Tables | |||||||||
Convertible Notes Payable | Convertible notes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible note bearing interest at 8% per annum, matured on March 28, 2008, with a conversion price of $8,775,000 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing a settlement with the note holder. | $ | 235,000 | $ | 235,000 | |||||
Convertible notes bearing interest at 8% per annum with a conversion price of $8,775,000 per share, as adjusted by the Company’s 1:650 reverse stock split, matured on December 31, 2010. The Company is currently pursuing a settlement with the note holder. | 50,000 | 50,000 | |||||||
Convertible note bearing interest at 9% per annum with a conversion price of $1,365,000 per share, as adjusted by the Company’s 1:650 reverse stock split, matured on December 9, 2010. Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and two unrelated parties in September 2013, November 2013 and May 2014, the Company settled and transferred $50,000, $70,000 and $50,000, respectively, of the note balance to the unrelated parties in the form of convertible notes for $50,000, $70,000 and $50,000. The Company is currently pursuing a settlement of the remaining balance with the note holder. | 30,000 | 80,000 | |||||||
Convertible note bearing interest at 9% per with a conversion price of $780,000 per share, as adjusted by the Company’s 1:650 reverse stock split, matured on December 31, 2010. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and an unrelated party in June 2014, the Company settled and transferred $30,000, and $1,500 of accrued interest, of the note balance to the unrelated party in the form of convertible note for $31,500. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and an unrelated party in October 2014, the Company settled and transferred $50,000, and $2,500 of accrued interest, of the note balance to the unrelated party in the form of convertible note for $52,500. The Company is currently pursuing a settlement with the note holder. | 70,000 | 150,000 | |||||||
Convertible note executed in May 2007 bearing interest at 9% per annum with a conversion price of $341,250 per share, as adjusted by the Company’s 1:650 reverse stock split, matured December 31, 2010. The Company is currently pursuing a settlement with the note holder. | 100,000 | 100,000 | |||||||
Convertible notes executed in June 2007 bearing interest at 8% per annum matured on December 29, 2010. The Company is currently pursuing a settlement with the note holder. | 100,000 | 100,000 | |||||||
Convertible note executed in July 2007 bearing interest at 8% per annum matured on January 2, 2011. The Company is currently pursuing a settlement with the note holder. | 100,000 | 100,000 | |||||||
Convertible notes executed in August 2007 bearing interest at 9% per annum matured on August 9, 2010. The Company is currently pursuing a settlement with the note holder. | 120,000 | 120,000 | |||||||
Convertible notes executed in December 2009 bearing interest at 9% per annum matured on December 1, 2012, with a conversion price of $102,375 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company issued 1 warrant with an exercise price of $97,500 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring five (5) years from the date of issuance in connection with the issuance of the notes. The Company is currently pursuing a settlement with the note holder. | 50,000 | 50,000 | |||||||
Convertible note bearing interest at 8% per annum, maturing on March 31, 2015, with a conversion price of $1,950 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing a settlement with the note holder. | 30,000 | 30,000 | |||||||
Convertible note bearing interest at 8% per annum, matured on December 31, 2012, with a conversion price of $9,75,000 per share, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing a settlement with the note holder. | 5,000 | 5,000 | |||||||
Convertible notes, bearing compound interest at 8% per annum, matured on June 30, 2010, with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and a consultant in September 2011, the note holder transferred $10,000 of the note balance, including accrued interest, to the consultant in October 2011 (see Note 14). The Company repaid $3,500 of the balance of the notes in 2013. Pursuant to the terms and conditions of a debt purchase agreement formalized among the Company, the note holder and an unrelated party in June 2013, the Company settled and transferred $33,255 of the note balance, plus accrued interest of $36,920, to the unrelated party in the form of a convertible note for $50,000. Accrued interest of $21,175 was forgiven (see Note 14). The Company is currently pursuing a settlement with the note holder. | 10,000 | 10,000 | |||||||
Four (4) convertible notes bearing interest at 4% per annum, matured on December 5, 2012, January 3, 2013, January 31, 2013 and March 2, 2013, respectively. The notes bear a default rate of 14% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default dates of the notes. The note holder converted $36,660 of the note due on January 3, 2013 into 26 unrestricted shares of the Company's common stock, at conversion prices ranging from $1,105 to $1,625 per share, as adjusted by the Company’s 1:650 reverse stock split, in 2013 (see Note 15). The Company is currently pursuing a settlement with the note holder. | 178,387 | 178,387 | |||||||
Fourteen (14) convertible notes bearing interest at 8% per annum, matured on January 6, 2013, February 8, 2013, April 30, 2013, August 5, 2013, September 27, 2013, November 26, 2013, January 24, 2014, March 6, 2014, April 22, 2014, June 3, 2014 and December 13, 2014, and 10% per annum, matured on April 15, 2014, June 13, 2014 and July 9, 2014, respectively. Three (3) of the notes were settled debt purchase notes for balances transferred from a Company’s unrelated promissory note holder and unrelated convertible note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $148,100 of notes dated June 4, 2013, July 17, 2013, August 29, 2013 and March 11, 2014, and $6,820 of accrued interest, into 76,072 unrestricted shares of its common stock, at conversion prices ranging from $0.286 per share to $72.28 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | - | 95,100 | |||||||
Four (4) convertible notes bearing interest at 8% per annum, matured on August 30, 2013, November 19, 2013, February 28, 2014 and July 1, 2014. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $17,000 of a note dated May 28, 2013, and accrued interest of $1,579, into 318 unrestricted shares of the Company's common stock, at a conversion price of $58.50 per share, as adjusted by the Company’s 1:650 reverse stock split and $32,750 of a note dated October 1, 2013, and accrued interest of $1,725, into 3,681 unrestricted shares of the Company's common stock, at conversion prices ranging from $3.65 per share to $27.30 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | - | 49,750 | |||||||
Seven (7) convertible note bearing interest at 9.9% per annum, matured on June 4, 2014, July 23, 2014 and October 4, 2014, and 10% per annum, matured on June 4, 2014, July 14, 2014 and October 4, 2014. The four 10% notes were settled debt purchase notes for balances transferred from a Company’s unrelated promissory note holder and unrelated convertible note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $86,502 of notes dated June 4, 2013, July 23, 2013 and October 4, 2013, and accrued interest of $7,252, into 3,435 unrestricted shares of the Company's common stock, at conversion prices ranging from $11.74 to $58.50 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | - | 86,502 | |||||||
One (1) convertible note bearing interest at 12% per annum, matured on October 18, 2014, including warrants to purchase 94 shares of the Company's common stock at $1.05 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring on October 31, 2018. Per the terms of the anti-dilution reset feature of the warrants, an additional 1,080 warrant shares, as adjusted by the Company’s 1:650 reverse stock split, were recorded at December 31, 2014. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert the entire note, including $4,200 of accrued interest and $3,200 in legal fees, into 22,280 unrestricted shares of the Company's common stock, at conversion prices ranging from $1.05 to $21.49 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | - | 55,000 | |||||||
Three (3) convertible notes bearing interest at 9% per annum, matured on November 13, 2014, November 20, 2014 and December 20, 2014. The notes bear a default rate of 22% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default dates of the notes. The note due November 13, 2014 was a settled debt purchase note for a balance transferred from a Company’s unrelated promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $28,943 of a note, and $633 of accrued interest, originally issued to a non-related third party on June 6, 2006, and sold to the investor firm with no additional consideration to the Company, into 530 unrestricted shares of the Company's common stock, at conversion prices ranging from $52.78 to $56.55 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). The Company is pursuing a settlement with the note holder. | 86,500 | 115,443 | |||||||
One (1) convertible note bearing interest at 9% per annum, maturing on December 26, 2015. | 40,000 | 40,000 | |||||||
Three (3) convertible notes bearing interest at 10% per annum, matured on September 20, 2014, October 8, 2014 and December 19, 2014. The notes were settled debt purchase notes for a balance transferred from a Company’s unrelated promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $58,250 of a note originally issued to a non-related third party on February 29, 2008, and sold to the investor firm with no additional consideration to the Company into 1,349 unrestricted shares of the Company's common stock, at conversion prices ranging from $21.49 to $66.14 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | - | 8,250 | |||||||
Two (2) convertible notes bearing interest at 10% per annum, matured on March 14, 2015 and maturing on July 7, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $24,950, and $1,489 of accrued interest, of the note due in March 2015, into 231,938 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $1.02 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 54,050 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on March 23, 2016. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $52,596 of the note into 321,538 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.039 to $5.85 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 97,404 | - | |||||||
Three (3) convertible notes bearing interest at 10% per annum, matured on March 24, 2015, and maturing on June 23, 2015 and September 23, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $37,000 of the note due in March 2015(the full balance), and $2,114 of accrued interest, and $23,809 of a back-end note originally issued to the note holder on March 24, 2014, into 395,853 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $1.06 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 73,191 | - | |||||||
Convertible non-interest bearing notes, with a conversion price of $5,850 per share, as adjusted by the Company’s 1:650 reverse stock split, matured June 2006 and an 18% convertible note matured April 2008 with a conversion price of $487,500 per share and 1 share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split. The Company is currently pursuing settlement agreements with the note holders. | 10,512 | 10,512 | |||||||
One (1) convertible note bearing interest at 8% per annum, maturing on February 21, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $4,312 of the note, and $1,178 of accrued interest, into 140,769 unrestricted shares of the Company's common stock, at a conversion price of $0.039 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 23,438 | - | |||||||
Two (2) convertible notes bearing interest at 8% per annum, matured on January 8, 2015 and February 21, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $15,665 of the note due January 8, 2015 into 109,819 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.078 to $0.2795 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 69,835 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on February 25, 2015. For the year ended December 31, 2014, the Company received a conversion notice from the note holder to convert $3,474 of the note into 92,142 unrestricted shares of the Company's common stock, at a conversion price of $0.0377 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 96,526 | - | |||||||
One (1) convertible note bearing interest at 10% per annum, maturing on April 1, 2015. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $37,220 of the note into 238,462 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.065 to $0.585 per share, as adjusted by the Company’s 1:650 reverse stock split (see Note 15). | 12,780 | - | |||||||
One (1) convertible note bearing interest at 9% per annum, maturing on April 23, 2015. The note was a settled debt purchase note for a balance transferred from a Company’s unrelated convertible promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $77,303 of the note, originally issued to a non-related third party on January 23, 2009, and sold to the investor firm with no additional consideration to the Company, into 84,979 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0754 to $20.77 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 22,697 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on April 29, 2015, including warrants to purchase 611 shares of the Company's common stock at $21.50 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring on April 29, 2019. | 26,250 | - | |||||||
Two (2) convertible notes bearing interest at 10% per annum, maturing on May 30, 2015 and August 8, 2015. | 63,250 | - | |||||||
One (1) convertible note bearing interest at 10% per annum, maturing on October 1, 2015 | 78,750 | - | |||||||
One (1) convertible note bearing interest at 10% per annum, maturing on October 1, 2015. The note was a settled debt purchase note for a balance transferred from a Company’s unrelated convertible promissory note holder. For the year ended December 31, 2014, the Company received conversion notices from the note holder to convert $34,390 of the note, and $334 of accrued interest, originally issued to a non-related third party on September 29, 2006, and sold to the investor firm with no additional consideration to the Company, into 341,169 unrestricted shares of the Company's common stock, at conversion prices ranging from $0.0377 to $0.7917 per share, as adjusted by the Company’s 1:650 reverse stock split (see Notes 14 and 15). | 18,110 | - | |||||||
One (1) convertible note bearing interest at 8% per annum, maturing on July 7, 2015 | 27,750 | - | |||||||
One (1) convertible note bearing interest at 12% per annum, maturing on October 17, 2015, including warrants to purchase 28,320 shares of the Company's common stock at $0.46345 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring on October 17, 2019. | 26,250 | - | |||||||
1,905,680 | 1,668,944 | ||||||||
Long-term portion | (97,404 | ) | (70,000 | ) | |||||
1,808,276 | 1,598,944 | ||||||||
Discount on convertible notes payable | (866,161 | ) | (528,477 | ) | |||||
Current maturities, net of discount | $ | 942,115 | $ | 1,070,467 |
Convertible_Notes_Payable_Rela1
Convertible Notes Payable Related Parties (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Notes Payable Related Parties Tables | |||||||||
Detailed Information Relating to Convertible Notes Payable Related parties | Convertible notes payable - related party consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible note with the VP of Technology bearing interest at the prime rate plus 2% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on September 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | $ | 50,000 | $ | 50,000 | |||||
Convertible note with the VP of Technology bearing interest at the prime rate plus 4% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on September 30, 2010. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | 7,500 | 7,500 | |||||||
Convertible notes with the CEO bearing interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on April 30, 2011. The Company issued 1 warrants with an exercise price of $9,750,000 per share which expire August 16, 2015. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the notes were extended to December 31, 2015. | 230,000 | 230,000 | |||||||
Convertible notes with an employee bearing interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on June 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, and expiration dates of August 26, 2015 and September 29, 2015. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the notes were extended to December 31, 2015. | 15,000 | 15,000 | |||||||
Convertible note with an employee bearing interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on June 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, and an expiration date of December 6, 2015. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | 10,000 | 10,000 | |||||||
Convertible notes with the CEO bearing compound interest at 8% per annum with a conversion price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on April 30, 2011. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring January 18, 2016 and February 28, 2016, respectively. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the notes were extended to December 31, 2015. | 38,000 | 38,000 | |||||||
Convertible note with an employee bearing compound interest at 8% per annum with a conversion price of $7,312.50 per share, as adjusted by the Company’s 1:650 reverse stock split, originally matured on June 30, 2010. The Company issued 1 warrant with an exercise price of $9,750,000 per share, as adjusted by the Company’s 1:650 reverse stock split, expiring March 6, 2016. In April 2007, the interest calculation was amended from simple to compound effective April 1, 2007. In January 2015, the note was extended to December 31, 2015. | 5,000 | 5,000 | |||||||
$ | 355,500 | $ | 355,500 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable Tables | |||||||||
Detailed Information Relating To Notes Payable | Notes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Seventy (70) units, with each unit consisting of a 10% promissory note of $25,000, matured from January 22, 2011 through December 18, 2011 with a 10% discount rate, and 1 non-dilutable (for one (1) year) restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. Pursuant to the terms and condition of a debt purchase agreement among certain note holders, the Company and the Consultant formalized in September 2011, the certain note holders transferred certain notes with the principal amount of $50,000 and $25,000, including accrued interest, in July 2011 and August 2011, respectively, to the consultant. Pursuant to the terms and conditions of a settlement agreement that the Company executed with the estate of a deceased note holder in November 2011, the Company settled a $25,000 note for restricted shares of its common stock, in December 2011, issued to two (2) beneficiaries of the estate (see Notes 14 and 15). Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and two unrelated parties in September 2013, October 2013 and December 2013, the Company settled and transferred $100,000 of the note balance to the unrelated parties in the form of four (4) convertible notes for $25,000 each. Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and an unrelated party in January 2014, March 2014, April 2014, May 2014 and June 2014, the Company settled and transferred $25,000 of the note balance and $93,768 of accrued interest to the unrelated party in the form of five (5) convertible notes for $25,000 each for the first four notes and $18,768 for the June 2014 note. Pursuant to the terms and conditions of a debt transfer agreement that the Company executed with the note holder and an unrelated party in July 2014, the Company transferred $25,000 of the note balance and $16,151 of accrued interest to the unrelated party in the form of a convertible note for $41,151, with no additional consideration to the Company. The Company is currently pursuing extensions on the remaining notes. | $ | 1,500,000 | $ | 1,550,000 | |||||
Promissory notes of $225,000 bearing interest at 10% per annum, matured on January 23, 2012, with a total of 1 share of common stock, as adjusted by the Company’s 1:650 reverse stock split. Pursuant to the terms and conditions of debt purchase agreements formalized among the Company, the note holder and an unrelated party in July 2013, October 2013 and April 2014, the Company transferred $60,000, $70,000, and $90,000 and $5,000 of accrued interest, respectively, of the note balance to the unrelated party in the form of a convertible notes for $60,000, $70,000 and $95,000 (see Notes 14 and 15). A promissory note of $50,000, bearing interest at 8% per annum, maturing on July 22, 2015. The Company is currently pursuing extensions for the past due notes. | 50,000 | 95,000 | |||||||
Two (2) units with each unit consisting of a 10% promissory note of $25,000, matured on April 20, 2012, and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in June 2009. The Company is currently pursuing extensions. | 50,000 | 50,000 | |||||||
One (1) unit consisting of a 10% promissory note of $25,000, matured on June 8, 2012, and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in June 2009. The Company is currently pursuing an extension. | 25,000 | 25,000 | |||||||
Three (3) units with each unit consisting of a 10% promissory note of $25,000, matured on June 25, 2012, and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in August 2009. The Company is currently pursuing extensions. | 75,000 | 75,000 | |||||||
1.4 units with each unit consisting of a 10% promissory note of $25,000, matured on July 14, 2012 and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The share was issued in August 2009. The Company is currently pursuing an extension. | 35,000 | 35,000 | |||||||
One (1) unit consisting of a 10% promissory note of $25,000, matured on August 18, 2012 and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, and at market price. The Company is currently pursuing an extension. | 25,000 | 25,000 | |||||||
Promissory notes executed in July 2011 bearing interest at 10% per annum, matured on December 31, 2011. The notes bear a default rate of 14% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default date of the notes. The Company is currently pursuing extensions. | 87,500 | 87,500 | |||||||
A promissory note executed in August 2011 bearing interest at 10% per annum, matured on December 31, 2011. The note bears a default rate of 14% per annum. The Company has accrued the default interest rate on the unpaid balance dating back to the default date of the note. The Company is currently pursuing an extension. | 50,000 | 50,000 | |||||||
1,897,500 | 1,992,500 | ||||||||
Long-term portion | (- | ) | (- | ) | |||||
1,897,500 | 1,992,500 | ||||||||
Discount on convertible notes payable | (- | ) | (- | ) | |||||
Current maturities, net of discount | $ | 1,897,500 | $ | 1,992,500 |
Notes_Payable_Related_Parties_
Notes Payable Related Parties (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable Related Parties Tables | |||||||||
Detailed Information Relating To Notes Payable Related Parties | Notes payable - related party consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Promissory notes executed with the CEO bearing interest at an amended rate of 8% per annum originally matured on April 30, 2011. In January 2015, the notes were extended to December 31, 2015. | $ | 504,000 | $ | 504,000 | |||||
A promissory note executed with the CEO bearing interest at 9% per annum originally matured on April 30, 2011. In January 2015, the note was extended to December 31, 2015. | 100,000 | 100,000 | |||||||
A promissory note with the CEO bearing interest at 8% per annum originally matured on April 30, 2011. In January 2015, the note was extended to December 31, 2015. | 22,000 | 22,000 | |||||||
Two (2) 10% promissory notes, with the CEO, of $25,000 and 1 restricted share of the Company’s common stock, as adjusted by the Company’s 1:650 reverse stock split, at market price, originally matured on April 30, 2011. In January 2015, the note was extended to December 31, 2015. | 50,000 | 50,000 | |||||||
Promissory notes with the CEO, non-interest bearing, originally matured on April 30, 2011. Partial payments of $6,580 were made towards the notes in August and September 2010 and $2,700 in February 2011. In January 2015, the notes were extended to December 31, 2015. | 31,420 | 31,420 | |||||||
In October 2010, the Company assigned the proceeds of six (6) open accounts receivable invoices, totaling $20,761, to its CEO. The assignment was non-interest bearing and fee free with a due date of November 20, 2010. Partial repayments were made in October 2010 for $4,218 and November 2010 for $4,125. In January 2015, the note was extended to December 31, 2015 (see Note 14). | 12,418 | 12,418 | |||||||
A promissory note executed in March 2011 with the CEO, non-interest bearing, originally matured on April 1, 2011. In January 2015, the note was extended to December 31, 2015. | 2,800 | 2,800 | |||||||
$ | 722,638 | $ | 722,638 |
Convertible_Secured_Notes_Paya1
Convertible Secured Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Secured Notes Payable Tables | |||||||||
Details Of Convertible Secured Notes Payables | Convertible secured notes payable consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
DART Limited (custodian for Citco Global and as assigned from YA Global/Highgate) (“DART”) | $ | 542,588 | $ | 542,588 | |||||
Current maturities, net of discount | $ | 542,588 | $ | 542,588 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Financial Instruments Tables | |||||||||
Fair Value Measurement Using Level Three Inputs | The projected volatility curve for each valuation period was based on the Company’s historical volatility: | ||||||||
1 year | |||||||||
9/30/14 | 489 | % | |||||||
12/31/14 | 487 | % | |||||||
Summary of the Changes in Fair Value of Level 3 Financial Liabilities | Fair Value Measurement | ||||||||
Using Level 3 Inputs | |||||||||
Derivative | Total | ||||||||
warrants Assets | |||||||||
(Liability) | |||||||||
Balance, December 31, 2012 | $ | (375,634 | ) | $ | (375,634 | ) | |||
Purchases, issuances and settlements | (456,794 | ) | (456,794 | ) | |||||
Transfers in and/or out of Level 3 | - | - | |||||||
Total gains or losses (realized/unrealized) included in: | |||||||||
Net income (loss) | 312,995 | 312,995 | |||||||
Other comprehensive income (loss) | - | - | |||||||
Balance, December 31, 2013 | $ | (519,433 | ) | $ | (519,433 | ) | |||
Purchases, issuances and settlements | (463,009 | ) | (463,009 | ) | |||||
Transfers in and/or out of Level 3 | - | - | |||||||
Total gains or losses (realized/unrealized) included in: | |||||||||
Net income (loss) | (432,960 | ) | (432,960 | ) | |||||
Other comprehensive income (loss) | - | - | |||||||
Balance, December 31, 2014 | $ | (1,415,402 | ) | $ | (1,415,402 | ) |
Accrued_expenses_Tables
Accrued expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses Tables | |||||||||
Accrued expenses consisted | Accrued expenses consisted of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued interest | $ | 2,962,509 | $ | 2,587,108 | |||||
Accrued salaries and payroll taxes (i) | 1,714,738 | 1,757,310 | |||||||
Accrued expenses – other | 6,059 | 6,059 | |||||||
$ | 4,683,306 | $ | 4,350,477 |
Commitment_and_Contingencies_T
Commitment and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitment And Contingencies Tables | |||||
Future minimum payments | Future minimum payments required under this non-cancelable operating lease were as follows: | ||||
Year ending December 31: | |||||
2015 | 45,684 | ||||
2016 | 3,807 | ||||
$ | 49,491 | ||||
Stockholders_Deficit_Tables
Stockholders Deficit (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders Deficit Tables | |||||||||||||||||||||||||
Warrant Activities | The table below summarizes the Company’s warrant activities through December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | ||||||||||||||||||||||||
Number of Warrant | Exercise | Weighted Average Exercise Price | Fair Value at Date of | Aggregate Intrinsic | |||||||||||||||||||||
Shares | Price Range Per Share | Issuance | Value | ||||||||||||||||||||||
Balance, December 31, 2012 | 174 | $ | 1,462.50-9,750,000 | $ | 47,775 | $ | 1,525,791 | $ | - | ||||||||||||||||
Granted | 94 | $ | 3,900-390,000 | $ | 390,000 | $ | 61,636 | $ | - | ||||||||||||||||
Canceled for cashless exercise | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised (Cashless) | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (37 | ) | $ | 14,625-9,750,000 | $ | 32,175 | $ | (482,177 | ) | $ | - | ||||||||||||||
Balance, December 31, 2013 | 231 | $ | 1,462.50-9,750,000 | $ | 155,025 | $ | 1,105,250 | $ | - | ||||||||||||||||
Granted | 30,025 | $ | 695-312,000 | $ | 2,651 | $ | 19,949 | $ | - | ||||||||||||||||
Canceled for cashless exercise | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised (Cashless) | (110 | ) | $ | 35,159 | - | (8,521 | ) | - | |||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (56 | ) | $ | 19,500-9,750,000 | $ | 86,314 | $ | (528,199 | ) | $ | - | ||||||||||||||
Balance, December 31, 2014 | 30,090 | $ | 695-9,750,000 | $ | 25,486 | $ | 588,479 | $ | - | ||||||||||||||||
Vested and exercisable, December 31, 2014 | 30,090 | $ | 695-9,750,000 | $ | 25,486 | $ | 588,479 | $ | - | ||||||||||||||||
Unvested, December 31, 2014 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Outstanding And Exercisable Warrants | The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | ||||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||||
Range of | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||||||||||
Exercise Prices | Outstanding | (in years) | Exercisable | (in years) | |||||||||||||||||||||
$9,750,000 | 1 | 0.84 | $ | 9,750,000 | 1 | 0.84 | $ | 9,750,000 | |||||||||||||||||
$695-312,000 | 30,089 | 1.31 | $ | 25,318 | 30,089 | 1.31 | $ | 25,318 | |||||||||||||||||
$695 - $9,750,000 | 30,090 | 1.31 | $ | 25,486 | 30,090 | 1.31 | $ | 25,486 | |||||||||||||||||
Weighted Average Assumptions | The Company estimated the fair value of the options on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||||||||||||
January 30, | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Expected life (year) | 10 | ||||||||||||||||||||||||
Expected volatility | 142 | % | |||||||||||||||||||||||
Risk-free interest rate | 2.03 | % | |||||||||||||||||||||||
Expected annual rate of quarterly dividends | 0 | % |
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stock Based Compensation Tables | |||||||||||||||||||||||||
Estimated fair value options | The Company estimated the fair value of 2013 options on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||||||||||||||||||
January 3, | |||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Expected life (year) | 10 | ||||||||||||||||||||||||
Expected volatility | 154 | % | |||||||||||||||||||||||
Risk-free interest rate | 1.92 | % | |||||||||||||||||||||||
Expected annual rate of quarterly dividends | 0 | % | |||||||||||||||||||||||
Incentive Plan Stock Option Activities | The table below summarizes the Company’s 2004 Incentive Plan and 2012 Stock Incentive Plan activities through December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | ||||||||||||||||||||||||
Number of Options | Exercise | Weighted Average Exercise Price | Fair Value at Date of | Aggregate Intrinsic | |||||||||||||||||||||
Shares | Price Range Per Share | Issuance | Value | ||||||||||||||||||||||
Balance, December 31, 2012 | 144 | $ | 2,437.50-9,750,000 | $ | 13,650 | $ | 3,214,621 | $ | - | ||||||||||||||||
Granted | 5 | $ | 2,242.50 | $ | 2,242.50 | $ | 10,000 | - | |||||||||||||||||
Canceled for cashless exercise | (- | ) | $ | 975,000 | $ | 2,730,000 | $ | (41,488 | ) | - | |||||||||||||||
Exercised (Cashless) | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (5 | ) | $ | 19,500 – 78,000 | $ | 58,500 | $ | (383,480 | ) | - | |||||||||||||||
Balance, December 31, 2013 | 144 | $ | 2,242.50-9,750,000 | $ | 12,646 | $ | 2,799,653 | $ | - | ||||||||||||||||
Granted | - | - | - | - | - | ||||||||||||||||||||
Canceled | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised (Cashless) | (- | ) | - | - | - | - | |||||||||||||||||||
Exercised | (- | ) | - | - | - | - | |||||||||||||||||||
Expired | (- | ) | 9,750,000 | 9,750,000 | $ | (14,840 | ) | - | |||||||||||||||||
Balance, December 31, 2014 | 144 | $ | 2,242.5-9,750,000 | $ | 12,646 | $ | 2,784,813 | $ | - | ||||||||||||||||
Vested and exercisable, December 31, 2014 | 144 | $ | 2,242.5-9,750,000 | $ | 12,646 | $ | 2,784,813 | $ | - | ||||||||||||||||
Unvested, December 31, 2014 | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Outstanding And Exercisable Incentive Plan Options | The following table summarizes information concerning 2004 Incentive plan and 2012 Stock Incentive Plan as of December 31, 2014, as adjusted by the Company’s 1:650 reverse stock split: | ||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Range of | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | Number | Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||||||||||
Exercise Prices | Outstanding | (in years) | Exercisable | (in years) | |||||||||||||||||||||
$9,750,000 | 1 | 0.26 | $ | 9,750,000 | 1 | 0.26 | $ | 9,750,000 | |||||||||||||||||
$975,000 | 1 | 1.51 | $ | 975,000 | 1 | 1.51 | $ | 975,000 | |||||||||||||||||
$2,437.50-365,625 | 137 | 1.14 | $ | 10,935 | 137 | 1.14 | $ | 10,935 | |||||||||||||||||
$2,242.50 | 5 | 8 | $ | 2,242.50 | 5 | 8 | 2,242.50 | ||||||||||||||||||
$2,242.50-9,750,000 | 144 | 1.38 | $ | 12,646 | 144 | 1.38 | $ | 12,646 |
Income_Tax_Provision_Tables
Income Tax Provision (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Provision Tables | |||||||||
Components of deferred tax assets | Components of deferred tax assets are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Net deferred tax assets – non-current: | |||||||||
Expected income tax benefit from NOL carry-forwards | $ | 6,250,388 | $ | 5,691,816 | |||||
Less valuation allowance | (6,250,388 | ) | (5,691,816 | ) | |||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
Income Tax Provision | A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows: | ||||||||
For the year ended December 31, | For the year ended December 31, | ||||||||
2014 | 2013 | ||||||||
Federal statutory income tax rate | 34 | % | 34 | % | |||||
Change in valuation allowance on net operating loss carry-forwards | (34.0 | ) | (34.0 | ) | |||||
Effective income tax rate | 0 | % | 0 | % |
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Concentration Of Credit Risk Tables | |||||||||||||||||
Customers And Credit Concentrations | Revenue concentrations and the accounts receivables concentrations are as follows: | ||||||||||||||||
Net Sales | Accounts | ||||||||||||||||
for the Year Ended | Receivable at | ||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Customer A | 45.4 | % | 25.3 | % | 35.9 | % | 25.9 | % | |||||||||
Customer B | 23.4 | % | - | % | 41.2 | % | - | % | |||||||||
Customer C | - | % | 28.8 | % | - | % | - | % | |||||||||
Customer D | - | % | - | % | 11.7 | % | - | % | |||||||||
Customer E | - | % | 22.6 | % | - | % | - | % | |||||||||
68.8 | % | 76.7 | % | 88.8 | % | 25.9 | % |
Significant_and_Critical_Accou
Significant and Critical Accounting Policies and Practices (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer Equipment [Member] | |
Estimated Useful Life | 5 years |
Computer Software [Member] | |
Estimated Useful Life | 3 years |
Furniture And Fixture [Member] | |
Estimated Useful Life | 7 years |
Office Equipment [Member] | |
Estimated Useful Life | 7 years |
Significant_and_Critical_Accou1
Significant and Critical Accounting Policies and Practices (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Conversion Feature Shares | ||
Common shares issuable under the conversion feature of convertible notes payable | 551,488 | 6,527 |
Sub-total: Conversion feature shares | 551,488 | 6,527 |
Stock Option Shares | ||
Options issued from May 20, 2003 through April 21, 2011 to employees to purchase common shares with exercise prices ranging from $3.75 to $15,000 per share expiring three (3) years to ten (10) years from the date of issuance | 137 | 137 |
Options issued from December 2, 2004 through January 30, 2013 to parties other than employees to purchase common shares with exercise prices ranging from $3.00 to $13,500 per share expiring five (5) years to ten (10) years from the date of issuance | 2 | 12 |
Options issued on January 3, 2013 from the 2012 Stock Incentive Plan to employees to purchase common shares with an exercise price of $3.45 per share expiring ten (10) years from the date of issuance | 5 | 5 |
Sub-total: Stock option shares | 144 | 154 |
Warrant Shares | ||
Warrants issued in connection with debentures | 29,994 | 95 |
Warrants sold for cash | 43 | 187 |
Warrants issued for services | 26 | 15 |
Warrants issued in connection with the sale of common stock | 27 | 29 |
Sub-total: Warrant shares | 30,090 | 326 |
Total potentially outstanding dilutive common shares | 581,722 | 7,007 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property and equipment, gross | $130,254 | $124,738 |
Less accumulated depreciation (i) | -124,732 | -120,749 |
Property and equipment, net | 5,522 | 3,989 |
Computer Equipment [Member] | ||
Estimated Useful Life | 5 years | |
Property and equipment, gross | 76,952 | 73,540 |
Computer Software [Member] | ||
Estimated Useful Life | 3 years | |
Property and equipment, gross | 26,634 | 25,135 |
Furniture And Fixture [Member] | ||
Estimated Useful Life | 7 years | |
Property and equipment, gross | 10,157 | 10,157 |
Office Equipment [Member] | ||
Estimated Useful Life | 7 years | |
Property and equipment, gross | $16,511 | $15,906 |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $3,983 | $4,620 |
Patents_Details
Patents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Patents Details | ||
Patents | $22,329 | $22,329 |
Accumulated amortization | -4,364 | -2,310 |
Net Ammortization | $17,965 | $20,019 |
Patents_Details_Narrative
Patents (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Patents Details Narrative | ||
Amortization expense | $2,054 | $2,055 |
Website_Details
Website (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Website Details | ||
Website | $31,331 | $31,331 |
Accumulated amortization (i) | -29,831 | -26,831 |
Website, net | $1,500 | $4,500 |
Website_Details_Narrative
Website (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Website Details Narrative | ||
Amortization expense (Website) | $3,000 | $3,000 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Total Convertible notes payable | $1,905,680 | $1,668,944 |
Long-term portion | -97,404 | -70,000 |
Current portion of Long term notes | 1,808,276 | 1,598,944 |
Discount on convertible notes payable | -866,161 | -528,477 |
Current maturities, net of discount | 942,115 | 1,070,467 |
Convertible Notes Payable [Member] | ||
Total Convertible notes payable | 235,000 | 235,000 |
Convertible Notes Payable 1 [Member] | ||
Total Convertible notes payable | 50,000 | 50,000 |
Convertible Notes Payable 2 [Member] | ||
Total Convertible notes payable | 30,000 | 80,000 |
Convertible Notes Payable 3 [Member] | ||
Total Convertible notes payable | 70,000 | 150,000 |
Convertible Notes Payable 4 [Member] | ||
Total Convertible notes payable | 100,000 | 100,000 |
Convertible Notes Payable 5 [Member] | ||
Total Convertible notes payable | 100,000 | 100,000 |
Convertible Notes Payable 6 [Member] | ||
Total Convertible notes payable | 100,000 | 100,000 |
Convertible Notes Payable 7 [Member] | ||
Total Convertible notes payable | 120,000 | 120,000 |
Convertible Notes Payable 8 [Member] | ||
Total Convertible notes payable | 50,000 | 50,000 |
Convertible Notes Payable 9 [Member] | ||
Total Convertible notes payable | 30,000 | 30,000 |
Convertible Notes Payable 10 [Member] | ||
Total Convertible notes payable | 5,000 | 5,000 |
Convertible Notes Payable 11 [Member] | ||
Total Convertible notes payable | 10,000 | 10,000 |
Convertible Notes Payable 12 [Member] | ||
Total Convertible notes payable | 178,387 | 178,387 |
Convertible Notes Payable 13 [Member] | ||
Total Convertible notes payable | 95,100 | |
Convertible Notes Payable 14 [Member] | ||
Total Convertible notes payable | 49,750 | |
Convertible Notes Payable 15 [Member] | ||
Total Convertible notes payable | 86,502 | |
Convertible Notes Payable 16 [Member] | ||
Total Convertible notes payable | 55,000 | |
Convertible Notes Payable 17 [Member] | ||
Total Convertible notes payable | 86,500 | 115,443 |
Convertible Notes Payable 18 [Member] | ||
Total Convertible notes payable | 40,000 | 40,000 |
Convertible Notes Payable 19 [Member] | ||
Total Convertible notes payable | 8,250 | |
Convertible Notes Payable 20 [Member] | ||
Total Convertible notes payable | 54,050 | |
Convertible Notes Payable 21 [Member] | ||
Total Convertible notes payable | 97,404 | |
Convertible Notes Payable 22 [Member] | ||
Total Convertible notes payable | 73,191 | |
Convertible Notes Payable 23 [Member] | ||
Total Convertible notes payable | 10,512 | 10,512 |
Convertible Notes Payable 24 [Member] | ||
Total Convertible notes payable | 23,438 | |
Convertible Notes Payable 25 [Member] | ||
Total Convertible notes payable | 69,835 | |
Convertible Notes Payable 26 [Member] | ||
Total Convertible notes payable | 96,526 | |
Convertible Notes Payable 27 [Member] | ||
Total Convertible notes payable | 12,780 | |
Convertible Notes Payable 28 [Member] | ||
Total Convertible notes payable | 22,697 | |
Convertible Notes Payable 29 [Member] | ||
Total Convertible notes payable | 26,250 | |
Convertible Notes Payable 30 [Member] | ||
Total Convertible notes payable | 63,250 | |
Convertible Notes Payable 31 [Member] | ||
Total Convertible notes payable | 78,750 | |
Convertible Notes Payable 32 [Member] | ||
Total Convertible notes payable | 18,110 | |
Convertible Notes Payable 33 [Member] | ||
Total Convertible notes payable | 27,750 | |
Convertible Notes Payable 34 [Member] | ||
Total Convertible notes payable | $26,250 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Interest expense | $209,694 | $136,020 |
Convertible Notes Payable [Member] | ||
Accrued interest | $1,004,089 | $794,395 |
Convertible_Notes_Payable_Rela2
Convertible Notes Payable - Related Parties (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Total of convertible notes Payable related party, | $355,500 | $355,500 |
Convertible Notes Payable Related Parties [Member] | ||
Total of convertible notes Payable related party, | 50,000 | 50,000 |
Convertible Notes Payable Related Parties 1 [Member] | ||
Total of convertible notes Payable related party, | 7,500 | 7,500 |
Convertible Notes Payable Related Parties 2 [Member] | ||
Total of convertible notes Payable related party, | 230,000 | 230,000 |
Convertible Notes Payable Related Parties 3 [Member] | ||
Total of convertible notes Payable related party, | 15,000 | 15,000 |
Convertible Notes Payable Related Parties 4 [Member] | ||
Total of convertible notes Payable related party, | 10,000 | 10,000 |
Convertible Notes Payable Related Parties 5 [Member] | ||
Total of convertible notes Payable related party, | 38,000 | 38,000 |
Convertible Notes Payable Related Parties 6 [Member] | ||
Total of convertible notes Payable related party, | $5,000 | $5,000 |
Convertible_Notes_Payable_Rela3
Convertible Notes Payable - Related Parties (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Notes Payable - Related Parties Details Narrative | ||
Accrued interest | $339,812 | $292,449 |
Interest expense | $47,363 | $43,843 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Total promissory notes gross | $1,897,500 | $1,992,500 |
Long-term portion of promissory notes | ||
Current portion of promissory notes | 1,897,500 | 1,992,500 |
Discount on convertible promissory notes payable | ||
Current maturities of promissory notes, net of discount | 1,897,500 | 1,992,500 |
Notes Payable [Member] | ||
Total promissory notes gross | 1,500,000 | 1,500,000 |
Notes Payable 1 [Member] | ||
Total promissory notes gross | 50,000 | 95,000 |
Notes Payable 2 [Member] | ||
Total promissory notes gross | 50,000 | 50,000 |
Notes Payable 3 [Member] | ||
Total promissory notes gross | 25,000 | 25,000 |
Notes Payable 4 [Member] | ||
Total promissory notes gross | 75,000 | 75,000 |
Notes Payable 5 [Member] | ||
Total promissory notes gross | 35,000 | 35,000 |
Notes Payable 6 [Member] | ||
Total promissory notes gross | 25,000 | 25,000 |
Notes Payable 7 [Member] | ||
Total promissory notes gross | 87,500 | 87,500 |
Notes Payable 8 [Member] | ||
Total promissory notes gross | $50,000 | $50,000 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (Notes Payable [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Payable [Member] | ||
Accrued interest notes payable | $1,539,206 | $1,329,835 |
Interest expense notes payable | $209,371 | $222,196 |
Notes_Payable_Related_Parties_1
Notes Payable - Related Parties (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Total Notes Payable - Related Parties | $722,638 | $722,638 |
Notes Payable Related Parties [Member] | ||
Total Notes Payable - Related Parties | 504,000 | 504,000 |
Notes Payable Related Parties 1 [Member] | ||
Total Notes Payable - Related Parties | 100,000 | 100,000 |
Notes Payable Related Parties 2 [Member] | ||
Total Notes Payable - Related Parties | 22,000 | 22,000 |
Notes Payable Related Parties 3 [Member] | ||
Total Notes Payable - Related Parties | 50,000 | 50,000 |
Notes Payable Related Parties 4 [Member] | ||
Total Notes Payable - Related Parties | 31,420 | 31,420 |
Notes Payable Related Parties 5 [Member] | ||
Total Notes Payable - Related Parties | 12,418 | 12,418 |
Notes Payable Related Parties 6 [Member] | ||
Total Notes Payable - Related Parties | $2,800 | $2,800 |
Notes_Payable_Related_Parties_2
Notes Payable - Related Parties (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Interest expense | $56,080 | $56,080 |
Notes Payable Related Parties [Member] | ||
Accrued interest | $492,573 | $436,493 |
Convertible_Secured_Notes_Paya2
Convertible Secured Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible Secured Notes Payable Details | ||
DART Limited (custodian for Citco Global and as assigned from YA Global/Highgate) | $542,588 | $542,588 |
Current maturities, net of discount of Convertible secured notes payable | $542,588 | $542,588 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) | 12 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | |
Derivative Financial Instruments Details | ||
Projected volatility | 487.00% | 489.00% |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Beginning Balance | ($519,433) | ($375,634) |
Purchases, issuances and settlements | -463,009 | -456,794 |
Transfers in and/or out of Level 3 | ||
Net income (loss) | -432,960 | 312,995 |
Other comprehensive income (loss) | ||
Ending Balance | -1,415,402 | -519,433 |
Derivative Warrants Assets (Liability) | ||
Beginning Balance | -519,433 | -375,634 |
Purchases, issuances and settlements | -463,009 | -456,794 |
Transfers in and/or out of Level 3 | ||
Net income (loss) | -432,960 | 312,995 |
Other comprehensive income (loss) | ||
Ending Balance | ($1,415,402) | ($519,433) |
Derivative_Financial_Instrumen4
Derivative Financial Instruments (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Warrants exercised | 0 | ||
Estimated fair value of derivative liabilities | $1,415,402 | $519,433 | $375,634 |
Series B Preferred stock [Member] | |||
Estimated fair value of derivative liabilities | 8,253 | ||
Secured Convertible Notes [Member] | |||
Estimated fair value of derivative liabilities | 35,403 | ||
Unsecured Convertible Notes [Member] | |||
Estimated fair value of derivative liabilities | 1,260,430 | ||
Tonaquint Warrants [Member] | |||
Estimated fair value of derivative liabilities | $111,316 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Expenses Details | ||
Accrued interest | $2,962,509 | $2,587,108 |
Accrued salaries and payroll taxes (i) | 1,714,738 | 1,757,310 |
Accrued expenses - other | 6,059 | 6,059 |
Accrued expenses | $4,683,306 | $4,350,477 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
Commitments And Contingencies Details | |
2015 | $45,684 |
2016 | 3,807 |
Total | $49,491 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Payroll taxes payable | $53,901 | $53,901 | |
Deferred financing expense | 0 | 5,104 | |
Sales | 1,275 | 12,426 | |
Due to the factor | 209,192 | 209,192 | |
Payment for commissions to consultant | $49,700 | ||
Warrants to purchase converted into common stock | 15 | ||
Warrants exercise price premium, percentage | 50.00% | ||
Warrants expired | 3 years | ||
Exercisable Price $19.50 [Member] | |||
Common stock exercisable | 2 | ||
Exercisable Price $29.25 [Member] | |||
Common stock exercisable | 2 | ||
Exercisable Price $87.75 [Member] | |||
Common stock exercisable | 3 | ||
Exercisable Price $136.50 [Member] | |||
Common stock exercisable | 4 | ||
Exercisable Price $143.00 [Member] | |||
Common stock exercisable | 2 | ||
Exercisable Price $208.00 [Member] | |||
Common stock exercisable | 2 |
Stockholders_Deficit_Details
Stockholders Deficit (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding, beginning balance | 231 | 174 |
Granted | 30,025 | 94 |
Canceled for cashless exercise | ||
Exercised (Cashless) | -110 | |
Exercised | ||
Expired | -56 | -37 |
Outstanding, ending balance | 30,090 | 231 |
Vested and exercisable | 30,090 | |
Unvested | ||
Exercise Price Range Per Share | ||
Canceled for cashless exercise | ||
Exercised (Cashless) | $35,159 | |
Exercised | ||
Unvested | ||
Outstanding, beginning balance | $155,025 | $47,775 |
Granted | $2,651 | $390,000 |
Canceled for cashless exercise | ||
Exercised (Cashless) | ||
Exercised | ||
Expired | $86,314 | $32,175 |
Outstanding, ending balance | $25,486 | $155,025 |
Vested and exercisable | $25,486 | |
Unvested | ||
Outstanding, beginning balance | $1,105,250 | $1,525,791 |
Granted | 19,949 | 61,636 |
Canceled for cashless exercise | ||
Exercised (Cashless) | -8,521 | |
Exercised | ||
Expired | -528,199 | -482,177 |
Outstanding, ending balance | 588,479 | 1,105,250 |
Vested and exercisable | 588,479 | |
Unvested | ||
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | ||
Granted | ||
Canceled for cashless exercise | ||
Exercised (Cashless) | ||
Exercised | ||
Expired | ||
Outstanding, ending balance | ||
Vested and exercisable | ||
Unvested | ||
Minimum [Member] | ||
Exercise Price Range Per Share | ||
Outstanding, beginning balance | $1,462.50 | $1,462.50 |
Granted | $695 | $3,900 |
Expired | $19,500 | $14,625 |
Outstanding, ending balance | $695 | $1,462.50 |
Vested and exercisable | $695 | |
Maximum [Member] | ||
Exercise Price Range Per Share | ||
Outstanding, beginning balance | $9,750,000 | $9,750,000 |
Granted | $312,000 | $390,000 |
Expired | $9,750,000 | $9,750,000 |
Outstanding, ending balance | $9,750,000 | $9,750,000 |
Vested and exercisable | $9,750,000 |
Stockholders_Deficit_Details_1
Stockholders Deficit (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Exercise Prices $9,750,000 [Member] | |
Number of warrants outstanding | 1 |
Weighted average exercise price | $9,750,000 |
Weighted average remaining contractual life (years) | 10 months 2 days |
Number of warrants exercisable | 1 |
Weighted average exercise price | $9,750,000 |
Weighted average remaining contractual life (years) | 10 months 2 days |
Exercise Prices $695-312,000 [Member] | |
Number of warrants outstanding | 30,089 |
Weighted average exercise price | $25,318 |
Weighted average remaining contractual life (years) | 1 year 3 months 22 days |
Number of warrants exercisable | 30,089 |
Weighted average exercise price | $25,318 |
Weighted average remaining contractual life (years) | 1 year 3 months 22 days |
Exercise Prices $695 - $9,750,000 [Member] | |
Number of warrants outstanding | 30,090 |
Weighted average exercise price | $25,486 |
Weighted average remaining contractual life (years) | 1 year 3 months 22 days |
Number of warrants exercisable | 30,090 |
Weighted average exercise price | $25,486 |
Weighted average remaining contractual life (years) | 1 year 3 months 22 days |
Stockholders_Deficit_Details_2
Stockholders Deficit (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders Deficit Details 2 | |
Expected life (years) | 10 years |
Expected volatility | 142.00% |
Risk-free interest rate | 2.03% |
Expected annual rate of quarterly dividends | 0.00% |
Stockholders_Deficit_Details_N
Stockholders Deficit (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock, par or stated value | $0.00 | $0.00 | |
Common stock outstanding | 2,453,522 | 3,566 | |
Weighted average exercise price | $25,486 | $155,025 | $47,775 |
Non-employees [Member] | |||
Common stock outstanding | 13 | ||
Weighted average exercise price | $2,925 | ||
Non-employees One [Member] | |||
Common stock outstanding | 2 | ||
Weighted average exercise price | $5,850 | ||
Non-employees Two [Member] | |||
Common stock outstanding | 11 | ||
Weighted average exercise price | $1,636.36 | ||
Adar Bays [Member] | |||
Conversions of unrestricted shares | 395,854 | ||
Conversions of unrestricted shares, Amount | $37,000 | ||
Conversions of unrestricted shares, Dates | 24-Mar-14 | ||
Conversions of unrestricted shares, Price | $0.0377 to $1.0556 per share | ||
Asher [Member] | |||
Conversions of unrestricted shares | 76,073 | 887 | |
Conversions of unrestricted shares, Amount | 148,100 | 8,500 | |
Conversions of unrestricted shares, Dates | June 4, 2013, July 17, 2013 and March 11, 2014 | 8-Feb-13 | |
Conversions of unrestricted shares, Price | $0.286 to $72.28 per share | $97.50 to $3,022.50 per share | |
Accrued interest One | 4,700 | 1,300 | |
Auctus [Member] | |||
Conversions of unrestricted shares | 144,767 | 227 | |
Conversions of unrestricted shares, Amount | 17,000 | 27,750 | |
Conversions of unrestricted shares, Dates | 28-May-13 | 30-Aug-13 | |
Conversions of unrestricted shares, Price | $0.039 to $58.50 per share | $175.50 to $2,076.75 per share | |
Accrued interest One | 1,579 | 1,291 | |
Accrued interest Two | 32,750 | ||
Accrued interest Three | 1,725 | ||
Accrued interest Four | 4,312 | ||
Accrued interest Five | 1,178 | ||
Black Arch [Member] | |||
Conversions of unrestricted shares | 25,686 | ||
Conversions of unrestricted shares, Amount | 41,151 | ||
Conversions of unrestricted shares, Dates | 22-Jan-08 | ||
Conversions of unrestricted shares, Price | $1.0205 to $4.979 per share | ||
Legal fee | 2,959 | ||
GEL [Member] | |||
Conversions of unrestricted shares | 8,521 | ||
Conversions of unrestricted shares, Amount | 31,500 | ||
Conversions of unrestricted shares, Dates | 29-Sep-06 | ||
Conversions of unrestricted shares, Price | $1.9227 to $8.671 per share | ||
Iconic [Member] | |||
Conversions of unrestricted shares | 3,435 | 1,096 | |
Conversions of unrestricted shares, Amount | 86,502 | 55,152 | |
Conversions of unrestricted shares, Dates | June 4, 2013, July 23, 2013 and October 4, 2013 | 4-Jun-14 | |
Conversions of unrestricted shares, Price | $11.739 to $58.50 per share | $58.50 to $1,696.50 per share | |
Accrued interest One | 7,252 | ||
JMJ [Member] | |||
Conversions of unrestricted shares | 321,538 | ||
Conversions of unrestricted shares, Amount | 52,596 | ||
Conversions of unrestricted shares, Dates | 26-Mar-14 | ||
Conversions of unrestricted shares, Price | $0.039 to $5.85 per share | ||
JSJ [Member] | |||
Conversions of unrestricted shares | 113,641 | ||
Conversions of unrestricted shares, Amount | 50,000 | ||
Conversions of unrestricted shares, Dates | 9-Jun-06 | ||
Conversions of unrestricted shares, Price | $0.0377 to $12.1875 per share | ||
Accrued interest One | 865 | ||
KBM [Member] | |||
Conversions of unrestricted shares | 109,819 | ||
Conversions of unrestricted shares, Amount | 15,665 | ||
Conversions of unrestricted shares, Dates | 8-Apr-14 | ||
Conversions of unrestricted shares, Price | $0.078 to $0.2795 per share | ||
LG [Member] | |||
Conversions of unrestricted shares | 231,939 | ||
Conversions of unrestricted shares, Amount | 24,950 | ||
Conversions of unrestricted shares, Dates | 14-Mar-14 | ||
Conversions of unrestricted shares, Price | $0.0377 to $1.0179 per share | ||
Accrued interest One | 1,489 | ||
Tarpon [Member] | |||
Conversions of unrestricted shares | 7,902 | 312 | |
Conversions of unrestricted shares, Amount | 127,018 | 16,750 | |
Conversions of unrestricted shares, Dates | 29-Feb-08 | 20-Sep-14 | |
Conversions of unrestricted shares, Price | $8.25825 to $66.1375 per share | $26.325 per share | |
Tonaquint [Member] | |||
Conversions of unrestricted shares | 22,279 | ||
Conversions of unrestricted shares, Amount | 55,000 | ||
Conversions of unrestricted shares, Dates | 18-Oct-13 | ||
Conversions of unrestricted shares, Price | $1.053 to $21.489 per share | ||
Accrued interest One | 4,200 | ||
Legal fee | 3,200 | ||
Union [Member] | |||
Conversions of unrestricted shares | 341,169 | ||
Conversions of unrestricted shares, Amount | 34,390 | ||
Conversions of unrestricted shares, Dates | 23-Sep-06 | ||
Conversions of unrestricted shares, Price | $0.0377 to $0.7917 per share | ||
Accrued interest One | 334 | ||
Vista [Member] | |||
Conversions of unrestricted shares | 238,462 | ||
Conversions of unrestricted shares, Amount | 37,220 | ||
Conversions of unrestricted shares, Dates | 1-Apr-14 | ||
Conversions of unrestricted shares, Price | $0.065 to $0.585 per share | ||
WHC [Member] | |||
Conversions of unrestricted shares | 85,413 | 279 | |
Conversions of unrestricted shares, Amount | 28,943 | 41,057 | |
Conversions of unrestricted shares, Dates | 6-Jun-06 | 13-Nov-14 | |
Conversions of unrestricted shares, Price | $0.0754 to $56.55 per share | $56.55 to $169.65 per share | |
Accrued interest One | 633 | ||
WHC One [Member] | |||
Conversions of unrestricted shares, Amount | 77,303 | ||
Conversions of unrestricted shares, Dates | 23-Jan-09 | ||
ICG [Member] | |||
Conversions of unrestricted shares | 26 | ||
Conversions of unrestricted shares, Amount | 36,660 | ||
Conversions of unrestricted shares, Dates | 3-Jan-12 | ||
Conversions of unrestricted shares, Price | $1,098.50 to $1,651.00 per share | ||
Auctus One [Member] | |||
Conversions of unrestricted shares, Amount | 27,750 | ||
Conversions of unrestricted shares, Dates | 19-Nov-13 | ||
Accrued interest One | 1,308 | ||
Auctus Two [Member] | |||
Conversions of unrestricted shares, Amount | 15,750 | ||
Conversions of unrestricted shares, Dates | 28-Feb-14 | ||
Klei [Member] | |||
Conversions of unrestricted shares | 89 | ||
Conversions of unrestricted shares, Amount | 25,000 | ||
Conversions of unrestricted shares, Dates | 23-Apr-14 | ||
Conversions of unrestricted shares, Price | $292.50 per share | ||
Accrued interest One | 1,112 | ||
Southridge [Member] | |||
Conversions of unrestricted shares | 277 | ||
Conversions of unrestricted shares, Amount | 25,000 | ||
Conversions of unrestricted shares, Dates | 16-Jul-14 | ||
Conversions of unrestricted shares, Price | $214.50 to $375.375 per share | ||
Legal fee | 375 | ||
Asher One [Member] | |||
Conversions of unrestricted shares, Amount | 42,500 | ||
Conversions of unrestricted shares, Dates | 30-Apr-13 | ||
Accrued interest One | 1,700 | ||
Asher Two [Member] | |||
Conversions of unrestricted shares, Amount | 32,500 | ||
Conversions of unrestricted shares, Dates | 5-Aug-13 | ||
Accrued interest One | 1,300 | ||
Asher Three [Member] | |||
Conversions of unrestricted shares, Amount | 50,340 | ||
Conversions of unrestricted shares, Dates | 14-Jun-13 | ||
Asher Four [Member] | |||
Conversions of unrestricted shares, Amount | 42,500 | ||
Conversions of unrestricted shares, Dates | 27-Sep-13 | ||
Accrued interest One | 1,700 | ||
Asher Five [Member] | |||
Conversions of unrestricted shares, Amount | 42,500 | ||
Conversions of unrestricted shares, Dates | 26-Nov-13 | ||
Accrued interest One | 1,700 | ||
Asher Six [Member] | |||
Conversions of unrestricted shares, Amount | 50,000 | ||
Conversions of unrestricted shares, Dates | 15-Apr-14 | ||
Asher Seven [Member] | |||
Conversions of unrestricted shares, Amount | 50,000 | ||
Conversions of unrestricted shares, Dates | 9-Jul-14 | ||
Asher Eight [Member] | |||
Conversions of unrestricted shares, Amount | 42,500 | ||
Conversions of unrestricted shares, Dates | 24-Jan-14 | ||
Accrued interest One | 1,700 | ||
Asher Nine [Member] | |||
Conversions of unrestricted shares, Amount | 22,400 | ||
Conversions of unrestricted shares, Dates | 6-Mar-14 | ||
Iconic One [Member] | |||
Conversions of unrestricted shares, Amount | 50,000 | ||
Conversions of unrestricted shares, Dates | 4-Jun-14 | ||
Iconic Two [Member] | |||
Conversions of unrestricted shares, Amount | 60,000 | ||
Conversions of unrestricted shares, Dates | 17-Jul-14 | ||
Iconic Three [Member] | |||
Conversions of unrestricted shares, Amount | 70,000 | ||
Conversions of unrestricted shares, Dates | 4-Oct-14 | ||
Iconic Four [Member] | |||
Conversions of unrestricted shares, Amount | 50,498 | ||
Conversions of unrestricted shares, Dates | 4-Jun-14 | ||
Southridge One [Member] | |||
Conversions of unrestricted shares, Amount | 25,000 | ||
Conversions of unrestricted shares, Dates | 4-Aug-14 | ||
Legal fee | 275 | ||
Southridge Two [Member] | |||
Conversions of unrestricted shares, Amount | 25,000 | ||
Conversions of unrestricted shares, Dates | 18-Aug-14 | ||
Legal fee | 375 | ||
Issuance of Common Stock for Services [Member] | |||
Issuance of restricted common stock | 60 | 60 | |
Shares expensed as legal fees | 1 | ||
Shares expensed as legal fees, Amount | 109 | ||
Issuance of Common Stock for Financing [Member] | |||
Financing expenses | 0 | 250 | |
Financing and Acquiring Services [Member] | |||
Warrants issued | 14 | ||
Consulting expenses | $1,242 | ||
Minimum [Member] | |||
Common stock authorized increase | 1,500,000,000 | 5,000,000,000 | |
Common stock authorized decrease | 3,000,000,000 | ||
Maximum [Member] | |||
Common stock authorized increase | 9,000,000,000 | 6,750,000,000 | |
Common stock authorized decrease | 9,000,000,000 |
Stock_Based_Compensation_Detai
Stock Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Expected life (years) | 10 years |
Expected volatility | 142.00% |
Risk-free interest rate | 2.03% |
Expected annual rate of quarterly dividends | 0.00% |
January 3, 2013 [Member] | |
Expected life (years) | 10 years |
Expected volatility | 154.00% |
Risk-free interest rate | 1.92% |
Expected annual rate of quarterly dividends | 0.00% |
Stock_Based_Compensation_Detai1
Stock Based Compensation (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding, beginning balance | 231 | 174 |
Granted | 30,025 | 94 |
Canceled for cashless exercise | ||
Exercised (Cashless) | -110 | |
Exercised | ||
Expired | -56 | -37 |
Outstanding, ending balance | 30,090 | 231 |
Vested and exercisable | 30,090 | |
Unvested | ||
Canceled for cashless exercise | ||
Exercised (Cashless) | $35,159 | |
Exercised | ||
Unvested | ||
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $155,025 | $47,775 |
Granted | $2,651 | $390,000 |
Canceled for cashless exercise | ||
Exercised (Cashless) | ||
Exercised | ||
Expired | $86,314 | $32,175 |
Outstanding, ending balance | $25,486 | $155,025 |
Vested and exercisable | $25,486 | |
Unvested | ||
Outstanding, beginning balance | $1,105,250 | $1,525,791 |
Granted | 19,949 | 61,636 |
Canceled for cashless exercise | ||
Exercised (Cashless) | -8,521 | |
Exercised | ||
Expired | -528,199 | -482,177 |
Outstanding, ending balance | 588,479 | 1,105,250 |
Vested and exercisable | 588,479 | |
Unvested | ||
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | ||
Granted | ||
Canceled for cashless exercise | ||
Exercised (Cashless) | ||
Exercised | ||
Expired | ||
Outstanding, ending balance | ||
Vested and exercisable | ||
Unvested | ||
Minimum [Member] | ||
Outstanding, beginning balance | $1,462.50 | $1,462.50 |
Granted | $695 | $3,900 |
Expired | $19,500 | $14,625 |
Outstanding, ending balance | $695 | $1,462.50 |
Vested and exercisable | $695 | |
Maximum [Member] | ||
Outstanding, beginning balance | $9,750,000 | $9,750,000 |
Granted | $312,000 | $390,000 |
Expired | $9,750,000 | $9,750,000 |
Outstanding, ending balance | $9,750,000 | $9,750,000 |
Vested and exercisable | $9,750,000 | |
Stock Options [Member] | ||
Outstanding, beginning balance | 144 | 144 |
Granted | 5 | |
Canceled for cashless exercise | ||
Exercised (Cashless) | ||
Exercised | ||
Expired | -5 | |
Outstanding, ending balance | 144 | 144 |
Vested and exercisable | 144 | |
Unvested | ||
Granted | $2,242.50 | |
Canceled for cashless exercise | $975,000 | |
Exercised (Cashless) | ||
Exercised | ||
Expired | $9,750,000 | |
Unvested | ||
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $12,646 | $13,650 |
Granted | $2,242.50 | |
Canceled for cashless exercise | $2,730,000 | |
Exercised (Cashless) | ||
Exercised | $2,730,000 | |
Expired | $9,750,000 | $58,500 |
Outstanding, ending balance | $12,646 | $12,646 |
Vested and exercisable | $12,646 | |
Unvested | ||
Outstanding, beginning balance | 2,799,653 | 3,214,621 |
Granted | 10,000 | |
Canceled for cashless exercise | -41,488 | |
Exercised (Cashless) | ||
Exercised | ||
Expired | -14,840 | -383,480 |
Outstanding, ending balance | 2,784,813 | 2,799,653 |
Vested and exercisable | 2,784,813 | |
Unvested | ||
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | ||
Granted | ||
Canceled for cashless exercise | ||
Exercised (Cashless) | ||
Exercised | ||
Expired | ||
Outstanding, ending balance | ||
Vested and exercisable | ||
Unvested | ||
Stock Options [Member] | Minimum [Member] | ||
Outstanding, beginning balance | $2,437.50 | |
Expired | $19,500 | |
Outstanding, ending balance | $2,242.50 | $2,242.50 |
Vested and exercisable | $2,242.50 | |
Stock Options [Member] | Maximum [Member] | ||
Outstanding, beginning balance | $9,750,000 | |
Expired | $78,000 | |
Outstanding, ending balance | $9,750,000 | $9,750,000 |
Vested and exercisable | $9,750,000 |
Stock_Based_Compensation_Detai2
Stock Based Compensation (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Exercise Prices $9,750,000 [Member] | |
Number of warrants outstanding | 1 |
Weighted average exercise price | $9,750,000 |
Weighted average remaining contractual life (years) | 10 months 2 days |
Number of warrants exercisable | 1 |
Weighted average exercise price | $9,750,000 |
Weighted average remaining contractual life (years) | 10 months 2 days |
Stock Options [Member] | Exercise Prices $9,750,000 [Member] | |
Number of warrants outstanding | 1 |
Weighted average exercise price | $9,750,000 |
Weighted average remaining contractual life (years) | 3 months 4 days |
Number of warrants exercisable | 1 |
Weighted average exercise price | $9,750,000 |
Weighted average remaining contractual life (years) | 3 months 4 days |
Stock Options [Member] | Exercise Prices $975,000 [Member] | |
Number of warrants outstanding | 1 |
Weighted average exercise price | $975,000 |
Weighted average remaining contractual life (years) | 1 year 6 months 4 days |
Number of warrants exercisable | 1 |
Weighted average exercise price | $975,000 |
Weighted average remaining contractual life (years) | 1 year 6 months 4 days |
Stock Options [Member] | Exercise Prices $2,437.50-365,625 [Member] | |
Number of warrants outstanding | 137 |
Weighted average exercise price | $10,935 |
Weighted average remaining contractual life (years) | 1 year 1 month 21 days |
Number of warrants exercisable | 137 |
Weighted average exercise price | $10,935 |
Weighted average remaining contractual life (years) | 1 year 1 month 21 days |
Stock Options [Member] | Exercise Prices $2242.5 [Member] | |
Number of warrants outstanding | 5 |
Weighted average exercise price | $2,242.50 |
Weighted average remaining contractual life (years) | 8 years |
Number of warrants exercisable | 5 |
Weighted average exercise price | $2,242.50 |
Weighted average remaining contractual life (years) | 8 years |
Stock Options [Member] | Exercise Prices $2,242.50-9,750,000 [Member] | |
Number of warrants outstanding | 144 |
Weighted average exercise price | $12,646 |
Weighted average remaining contractual life (years) | 1 year 4 months 17 days |
Number of warrants exercisable | 144 |
Weighted average exercise price | $12,646 |
Weighted average remaining contractual life (years) | 1 year 4 months 17 days |
Stock_Based_Compensation_Detai3
Stock Based Compensation (Details Narrative) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock outstanding | 2,453,522 | 3,566 |
2004 Incentive plan [Member] | ||
Common stock outstanding | 142 | |
2012 Stock Incentive Plan [Member] | ||
Common stock outstanding | 166 |
Income_Tax_Provision_Details
Income Tax Provision (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Net deferred tax assets - non-current: | ||
Expected income tax benefit from NOL carry-forwards | $6,250,388 | $5,691,816 |
Less valuation allowance | -6,250,388 | -5,691,816 |
Deferred tax assets, net of valuation allowance |
Income_Tax_Provision_Details_1
Income Tax Provision (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Provision Details 1 | ||
Federal statutory income tax rate | 34.00% | 34.00% |
Change in valuation allowance on net operating loss carry-forwards | -34.00% | -34.00% |
Effective income tax rate | 0.00% | 0.00% |
Income_Tax_Provision_Details_N
Income Tax Provision (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Provision Details Narrative | ||
Deferred tax assets | $6,250,388 | |
Net operating loss carry-forwards | 18,383,494 | |
Net operating loss carry-forwards expire | 2034 | |
Valuation allowance increased | $558,572 | $578,634 |
Concentration_of_Credit_Risk_D
Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net Sales Percentage | 68.80% | 76.70% |
Accounts Receivable Percentage | 88.80% | 25.90% |
Customer A [Member] | ||
Net Sales Percentage | 45.40% | 25.30% |
Accounts Receivable Percentage | 35.90% | 25.90% |
Customer B [Member] | ||
Net Sales Percentage | 23.40% | |
Accounts Receivable Percentage | 41.20% | |
Customer C [Member] | ||
Net Sales Percentage | 28.80% | |
Accounts Receivable Percentage | ||
Customer D [Member] | ||
Net Sales Percentage | ||
Accounts Receivable Percentage | 11.70% | |
Customer E [Member] | ||
Net Sales Percentage | 22.60% | |
Accounts Receivable Percentage |