Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 10-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Ocean Electric Inc. | ' |
Entity Central Index Key | '0001358099 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
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 Common Stock, Shares Outstanding | ' | 54,783,500 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $31,387 | $2,423 |
Total current assets | 31,387 | 2,423 |
Other assets | ' | ' |
Prepaid marketing expenses | 296,364 | 296,364 |
Work in progress, patents | 14,992 | 0 |
Fixed assets, net | 2,183 | 2,299 |
Intangible assets, net | 1,402,232 | 1,430,163 |
TOTAL ASSETS | 1,747,158 | 1,731,249 |
Current liabilities | ' | ' |
Accounts payable and Accrued Liabilities | 145,535 | 146,413 |
Loan Payable to Related Party | 8,253 | 8,253 |
Current Portion of Long-Term Debt | 28,952 | 0 |
Total current liabilities | 182,740 | 154,666 |
Long-Term Liabilities | ' | ' |
Long-term debt, net of current portion | 795,837 | 634,306 |
Total long-term Liabilities | 795,837 | 634,306 |
TOTAL LIABILITIES | 978,577 | 788,972 |
COMMITMENTS | ' | ' |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred Stock | 0 | 0 |
Common Stock | 54,783 | 54,783 |
Additional paid in capital | 7,540,678 | 7,540,678 |
Accumulated Deficit During the Development State | -6,824,307 | -6,651,219 |
Other Comprehensive Income (Loss) | -2,573 | -1,965 |
TOTAL STOCKHOLDERS' DEFICIT | 768,581 | 942,277 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,747,158 | $1,731,249 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock , shares issued | 54,783,500 | 54,783,500 |
Common stock, shares outstanding | 54,783,500 | 54,783,500 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 99 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
REVENUES | ' | ' | ' |
Revenues | $0 | $0 | $4,000 |
Cost of sales | 0 | 0 | 0 |
Gross profit | 0 | 0 | 4,000 |
OPERATING EXPENSES | ' | ' | ' |
Advertising and promotion | 0 | 0 | 8,410 |
Amortization | 28,047 | 27,931 | 273,773 |
General and administrative | 97,614 | 32,742 | 661,160 |
Management fees | 36,000 | 6,000 | 6,208,812 |
Total operating expenses | 161,661 | 66,673 | 7,152,155 |
(Loss) from operations | -161,661 | -66,673 | -7,148,155 |
Other income (expense) | ' | ' | ' |
Debt Forgiveness Income | 0 | 0 | 532,703 |
Interest expense | -11,427 | -25,852 | -190,875 |
Other Income (Expense) | 0 | 0 | -17,980 |
Total other income (expense) | -11,427 | -25,852 | 323,848 |
NET LOSS | -173,088 | -92,525 | -6,824,307 |
Net loss per Share - Basic and Diluted | $0 | $0 | ' |
Weighted average common and common equivalent shares outstanding, basic and diluted | 54,783,500 | 55,800,000 | ' |
Other Comprehensive Income: | ' | ' | ' |
Foreign Currency Translation Adjustment | -608 | 0 | ' |
Comprehensive Income (Loss) | ($173,696) | ($92,525) | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 99 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($173,088) | ($92,525) | ($6,824,307) |
Adjustments to reconcile net earnings to net cash used in operating activities | ' | ' | ' |
Depreciation and Amortization | 28,046 | 27,931 | 273,772 |
Imputed Interest | 0 | 3,884 | 93,985 |
Shares issued for services | 0 | 0 | 6,000,000 |
Debt Forgiveness Income | 0 | 0 | -532,703 |
Changes in assets and liabilities, net of effects from acquisitions | ' | ' | ' |
Accounts payable and accrued liabilities | -878 | -494 | 151,995 |
Prepaid expenses | 0 | 0 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | -145,920 | -61,204 | -837,258 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Work in Progress - Patents | -14,992 | 0 | -14,992 |
Acquisitions of assets | 0 | 0 | -298,714 |
NET CASH USED IN INVESTING ACTIVITIES | -14,992 | 0 | -313,706 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from related parties | 0 | 0 | 36,616 |
Repayments of note payable | -8,140 | -148,088 | -830,175 |
Proceeds from long term debt | 198,624 | 0 | 342,930 |
Common stock issued for cash | 0 | 0 | 1,107,955 |
Proceeds from loan payable | 0 | 0 | 527,597 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 190,484 | -148,088 | 1,184,923 |
NET CHANGE IN CASH | 29,572 | -209,292 | 33,959 |
FOREIGN CURRENCY TRANSLATION GAIN (LOSS) -OCI | -608 | 0 | -2,572 |
Cash at beginning of period | 2,423 | 305,601 | 0 |
Cash at end of period | 31,387 | 96,309 | 31,387 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS : | ' | ' | ' |
Debt forgiveness from related party | 0 | 0 | -460,583 |
Common stock issued for intangible assets | 0 | 0 | 457,600 |
Note payable issued for intangible assets | 0 | 0 | 1,218,238 |
Common stock issued for services | 0 | 0 | 6,000,000 |
SUPPLEMENTAL DISCLOSURES | ' | ' | ' |
Interest paid | 0 | 25,852 | 154,737 |
Income tax paid | $0 | $0 | $0 |
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations and Continuance of Business | ' |
1. Nature of Operations and Continuance of Business | |
Ocean Electric Inc. (the “Company”) was incorporated in the State of Nevada on January 10, 2006. On October 27, 2009, the Company changed its name from Royal Equine Alliance Corp. to Gold Holding Corp., and on January 23, 2012, changed its name from Gold Holding Corp. to Ocean Electric Inc. The Company is a development stage company that plans to focus on alternative energy sources. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. | |
Going Concern | |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of March 31, 2014, the Company has negative working capital of $122,401 and an accumulated deficit of $6,824,307. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
2. Summary of Significant Accounting Policies | |||
a) Basis of Presentation | |||
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |||
b) Use of Estimates | |||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |||
c) Cash and cash equivalents | |||
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. | |||
d) Interim Financial Statements | |||
The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. | |||
e) Basic and Diluted Net Loss per Share | |||
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||
f) Financial Instruments | |||
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||
Level 1 | |||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||
Level 2 | |||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |||
Level 3 | |||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |||
The Company’s financial instruments consist principally of cash, accounts payable, loan payable to related party and long-term debt. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |||
g) Comprehensive Loss | |||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. For the three months ended March 31, 2014, the Company recorded $608 in other comprehensive loss due to mark to market adjustment of cash and liabilities. There was no other comprehensive income for the same period ending March 31, 2013. | |||
Net Income (Loss) and Comprehensive Income for the Three Months Ended March 31, 2014: | |||
Revenues | $ | 0 | |
Expenses | $ | -161,661 | |
Other Income | $ | -11,427 | |
Net Income (Loss) | $ | -173,088 | |
Other Comprehensive Income, net of tax: | |||
Foreign currency adjustments | $ | -608 | |
Other Comprehensive Income (Loss) | $ | -608 | |
Comprehensive Income (Loss) | $ | -173,696 | |
h) Stock-Based Compensation | |||
The Company accounts for stock options issued to employees in accordance with the provisions of FASB ASC 718, “Stock Compensation”. As such, compensation cost is measured on the date of grant as the excess of current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of FASB ASC 718, “Accounting for Stock-Based Compensation,” and FASB ASC 718, which allows entities to provide pro forma net Income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method has been applied. | |||
The Company accounts for stock options or warrants issued to non-employees for goods or services in accordance with the fair value method of FASB ASC 718. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using an options pricing model. | |||
i) Prepaid Marketing Expenses | |||
On April 16, 2012, the Company entered into an agreement with a production company, whereby the production company will produce an advertorial video project at a cost of $395,152. As at March 31, 2013, the Company incurred $296,364 on the project. As of May 12, 2014, the Company estimates that the project will be finished within six months. The Company intends to capitalize this project when it is completed, it will depreciate it over two years. | |||
j) Intangible Assets | |||
Intangible assets are comprised of patents and licenses relating to wave energy and wind energy technology. The intangible assets are externally acquired and are amortized straight-line over a useful life of fifteen years with zero residual value. | |||
k) Impairment of Long-Lived Assets | |||
In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | |||
l) Income Taxes | |||
Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred Income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. | |||
m) Recent Accounting Pronouncements | |||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |||
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
3. Intangible Assets | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accumulated | Net Carrying | Net Carrying | |||||||
Cost | Amortization | Value | Value | ||||||
$ | $ | $ | $ | ||||||
Wave energy technology | 1,218,238 | 202,538 | 1,015,700 | 1,036,003 | |||||
Wind energy technology | 457,600 | 71,067 | 386,533 | 394,160 | |||||
1,675,838 | 273,605 | 1,402,233 | 1,430,163 | ||||||
On October 3, 2011, the Company acquired all of the rights and patents to a wave energy technology developed by Hidroflot, S.A. The purchase price is $1,400,000 for the technology, which is payable in thirty-three monthly installments, and has been recorded at the present value of $1,218,238, based on the present value of payments. | |||||||||
On December 13, 2011, the Company acquired all of the rights and patents to an off-shore wind energy technology developed by Green& Blue Sustainable Technologies. The Company issued 25,000,000 common shares as full payment for the acquisition, with a market value of $457,600. | |||||||||
Estimated Amortization Expense | $ | ||||||||
For the year ended December 31, 2014 | 83,793 | ||||||||
For the year ended December 31, 2015 | 111,724 | ||||||||
For the year ended December 31, 2016 | 111,724 | ||||||||
After December 31, 2016 | 1,094,991 | ||||||||
Total | 1,402,232 |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Long-Term Debt | ' | ||||||
4. Long-Term Debt | |||||||
31-Mar-14 | 31-Dec-13 | ||||||
Loan Payable (Zenith Equity Group) | $ | 688,624 | $ | 490,000 | |||
Loans from Investors | 107,213 | 144,306 | |||||
Less: Current portion | 28,952 | - | |||||
Long-Term Liabilities | $ | 824,789 | $ | 634,306 | |||
On June 26, 2012, the Company entered into a loan agreement with Zenith Equity Group, Ltd. providing for a loan of $450,000. The loan accrued simple interest of 3.5% on the outstanding principal amount and was to be repaid in full due on or before June 27, 2015. As at December 31, 2013 and December 31, 2012, the loan amount was $490,000. As at December 31, 2013 and December 31, 2012, the related accrued interest was $24,020 and $8,112 respectively. | |||||||
On January 29, 2014, the Company, entered into a Consolidated Loan Agreement (the “Loan Agreement”) with Zenith Equity Group Ltd. (“Zenith”), to consolidate certain outstanding loans made by Zenith to the Company in 2012 and 2013 and to extend new loans to the Company. Zenith is also a shareholder of the Company and owns more than 5% of the issued and outstanding shares of common stock of the Company. | |||||||
The Loan Agreement consolidates outstanding loans of approximately $450,000 made on June 26, 2012 and $40,000 made on September 18, 2013, and accrued interest of $25,623.83 (collectively, the “Consolidated Debt”). The prior two loan agreements were terminated. In addition to the Consolidated Debt, upon signing, Zenith lent $100,000 (the “New Credit Loan”) and made available from time to time, to the Company, an aggregate amount of $300,000 prior to December 31, 2014 (the “Drawdown”, together with the Consolidated Debt and the New Credit Loan, the “Loan”). The Loan has a maturity date of April 15, 2018. The interest rate on the Loan is 6% per year, simple interest, calculated on the basis of a 365-day year. Prior to the Maturity Date, the Company has the right to prepay the principal and the interest due thereon, in whole and in part, in its sole discretion, by providing Zenith a prepayment notice. The minimum prepayment notice period is 45 days, during which Zenith may convert the amount intended to be prepaid into shares of common stock under the conversion terms of the Loan Agreement. | |||||||
Zenith has the right to convert at any time and from time to time the principal and accrued interest due into shares of common stock of the Company, at the initial rate of $0.10 per share, subject to the limitation specified in connection with a prepayment of principal and interest. The conversion rate is subject to adjustment for stock dividends, stock splits and similar corporate events. Zenith can exercise its conversion rights only when the Company has the authorized and un-issued shares available to be issued at the time of conversion. Zenith must present the Company a specific acknowledgment if after the conversion, the resulting shares represent more than 9.99% of the issued and outstanding shares of common stock of the Company, including any shares that may be issuable under any convertible or exercisable instruments of the Company held by Zenith. | |||||||
In addition to the right of conversion, Zenith has the right to offer all or a portion of the principal and interest due under the Loan Agreement in payment of shares of common stock of the Company in any offering of shares of common stock being offered for sale directly by the Company. | |||||||
On July 1, 2013, the Company received a notice from Hidroflot S.A. (related party) informing it that Hidroflot, S.A. ceased its operations effective June 30, 2013. As a result, the Company was released from its obligation related to the acquisition of the wave energy technology as noted in Note 3. As of the date of the notice, the Company had an outstanding balance of $490,189 on a note payable and $42,514 in Accounts Payable, consisting of $38,111 unpaid principal and $4,403 in unpaid interest. As a result, in 2013, the Company recorded a Debt Forgiveness Income of $532,703. As at March 31, 2014 and December 31, 2013, the Company owed $nil and $nil, respectively of debt relating to the acquisition of the wave energy technology, as noted in Note 3. | |||||||
During year 2013, the Company received $144,306 as long-term loans from investors. The terms of these loans were documented on January 31, 2014. These long-term notes will mature in 18 months, and bear a 6% interest rate per year. Interest accrues starting January 2014. During the three months ended on March 31, 2014, $8,141 was returned to investors who decided to cancel their loans before January 31, 2014, when the loans became official. As of March 31, 2014 and December 31, 2013, the Company owed $136,165 and $144,306 related to long-term loans from investors. | |||||||
Total | Unrealized | Principal | |||||
Payment | Interest | ||||||
$ | $ | $ | |||||
2013 | - | 1,435 | 144,306 | ||||
2014 | - | 2,015 | -8,141 | ||||
Total | - | 3,450 | 136,165 | ||||
The Company is required to make the following principal repayments on the long-term debt: | |||||||
$ | |||||||
2014 | - | ||||||
2015 | 136,165 | ||||||
2016 | - | ||||||
2017 | - | ||||||
2018 | 688,624 | ||||||
Total | 824,789 | ||||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
5. Related Party Transactions | |
a) As at March 31, 2014 and December 31, 2013, the Company owed $1,985 and $ 1,985 to the former President of the Company. The amounts were used to fund operations. The amounts owing are unsecured, non-interest bearing, and due on demand. | |
b) As at March 31, 2014 and December 31, 2013, the Company owed $6,268 and $ 6,268 to the President and CEO of the Company. The amounts were used to fund operations. The amounts owing are unsecured, non-interest bearing, and due on demand. | |
c) On October 3, 2011, the Company purchased the rights to a wave energy technology from Hidroflot, S.A., a company solely owned by the President of the Company, for $1,400,000 (see notes 3 and 4). | |
d) On December 13, 2011, the Company purchased the rights to an off-shore wind energy technology from Green & Blue Sustainable Technologies, a company solely owned by the President of the Company, for 25,000,000 common shares with a fair value of $457,600 (see note 3). | |
e) On April 27, 2012, the Company issued 20,000,000 shares with a fair value of $6,000,000 to the director for serviced provided and to be provided from January 1, 2012 to December 31, 2012. | |
Accounts Payable: | |
a) On April 3, 2013, the Company received an unsecured loan from Hidroflot, S.A. of $19,752. There is no interest rate associated with the outstanding principal and a repayment schedule was not established. This loan was cancelled on July 1, 2013, after the Company received a notice from Hidroflot S.A. informing it that Hidroflot, S.A. ceased its operations effective June 30, 2013. As of March 31, 2014 and December 31, 2013 the Company owed $nil to Hidroflot, S.A. Refer to Note 4 concerning Hidroloft long-term liability, which is also a related party transaction. |
Share_Capital
Share Capital | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Share Capital | ' |
6. Share Capital | |
a) On February 24, 2012, the Company increased the number of common shares authorized from 75,000,000 common shares to 250,000,000 common shares. | |
b) On March 26, 2012, the Company issued 1,400,000 common shares for proceeds of $502,600. | |
c) On April 27, 2012, the Company issued 20,000,000 common shares with a fair value of $6,000,000 to the President of the Company for management fees. | |
d) On April 19, 2013, 285,500 common shares were cancelled and returned to treasury stock and the Company recorded an increase of paid-in-capital for $286. | |
e) On November 15, 2013, 731,000 common shares were cancelled and returned to treasury stock and the Company recorded an increase of paid-in-capital for $731 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments | ' |
7. Commitments | |
On April 16, 2012, the Company entered into an agreement with a production company, whereby the production company will produce an advertorial video project at a cost of $395,152, to be paid according to the following schedule | |
50% ($197,576) upon signing of the agreement (paid); | |
25% ($98,788) prior to commencement of animation (paid); and | |
25% ($98,788) on delivery of the final video project. | |
As of May 12, 2014, the Company has paid $296,364 for the video project. The video production was scheduled to be completed in December 2013 but is still unfinished as of May 12, 2014, but the Company projects that the video production will be finished within six months. The Company intends to capitalize this project, and when it is completed, it will depreciate it over two years. |
Work_in_Progress
Work in Progress | 3 Months Ended |
Mar. 31, 2014 | |
Other assets | ' |
Work in Progress | ' |
8. Work in Progress | |
As of March 31, 2014, the Company had $14,992 in work in progress related to the development of multiple patents, in comparison to $nil as of December 31, 2013. The Company expects to continue investing in the development of these patents as part of its strategy. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
9. Subsequent Events | |
None. |
Accounting_Policies_Policies
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Cash and Cash Equivalents | ' |
Cash and cash equivalents | |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. | |
Basic and Diluted Net Loss per Share | ' |
Basic and Diluted Net Loss per Share | |
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |
Financial Instruments | ' |
Financial Instruments | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | |
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, loan payable to related party and long-term debt. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Comprehensive Loss | ' |
Comprehensive Loss | |
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. For the three months ended March 31, 2014, the Company recorded $608 in other comprehensive loss due to mark to market adjustment of cash and liabilities. There was no other comprehensive income for the same period ending March 31, 2013. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company accounts for stock options issued to employees in accordance with the provisions of FASB ASC 718, “Stock Compensation”. As such, compensation cost is measured on the date of grant as the excess of current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of FASB ASC 718, “Accounting for Stock-Based Compensation,” and FASB ASC 718, which allows entities to provide pro forma net Income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method has been applied. | |
The Company accounts for stock options or warrants issued to non-employees for goods or services in accordance with the fair value method of FASB ASC 718. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using an options pricing model. | |
Intangible Assets | ' |
Intangible Assets | |
Intangible assets are comprised of patents and licenses relating to wave energy and wind energy technology. The intangible assets are externally acquired and are amortized straight-line over a useful life of fifteen years with zero residual value. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred Income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Schedule of Net Income (Loss) and Comprehensive Income | ' | ||
Revenues | $ | 0 | |
Expenses | $ | -161,661 | |
Other Income | $ | -11,427 | |
Net Income (Loss) | $ | -173,088 | |
Other Comprehensive Income, net of tax: | |||
Foreign currency adjustments | $ | -608 | |
Other Comprehensive Income (Loss) | $ | -608 | |
Comprehensive Income (Loss) | $ | -173,696 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accumulated | Net Carrying | Net Carrying | |||||||
Cost | Amortization | Value | Value | ||||||
$ | $ | $ | $ | ||||||
Wave energy technology | 1,218,238 | 202,538 | 1,015,700 | 1,036,003 | |||||
Wind energy technology | 457,600 | 71,067 | 386,533 | 394,160 | |||||
1,675,838 | 273,605 | 1,402,233 | 1,430,163 | ||||||
Schedule of Estimated Amortization Expense | ' | ||||||||
Estimated Amortization Expense | $ | ||||||||
For the year ended December 31, 2014 | 83,793 | ||||||||
For the year ended December 31, 2015 | 111,724 | ||||||||
For the year ended December 31, 2016 | 111,724 | ||||||||
After December 31, 2016 | 1,094,991 | ||||||||
Total | 1,402,232 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Schedule of Long-Term Debt | ' | ||||||
31-Mar-14 | 31-Dec-13 | ||||||
Loan Payable (Zenith Equity Group) | $ | 688,624 | $ | 490,000 | |||
Loans from Investors | 107,213 | 144,306 | |||||
Less: Current portion | 28,952 | - | |||||
Long-Term Liabilities | $ | 824,789 | $ | 634,306 | |||
Schedule of Debt Payment | ' | ||||||
Total | Unrealized | Principal | |||||
Payment | Interest | ||||||
$ | $ | $ | |||||
2013 | - | 1,435 | 144,306 | ||||
2014 | - | 2,015 | -8,141 | ||||
Total | - | 3,450 | 136,165 | ||||
The Company is required to make the following principal repayments on the long-term debt: | |||||||
$ | |||||||
2014 | - | ||||||
2015 | 136,165 | ||||||
2016 | - | ||||||
2017 | - | ||||||
2018 | 688,624 | ||||||
Total | 824,789 |
Nature_of_Operations_and_Conti1
Nature of Operations and Continuance of Business (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Negative working capital | $122,401 | ' |
Accumulated Deficit | ($6,824,307) | ($6,651,219) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 99 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Comprehensive Income | ' | ' | ' |
Revenues | $0 | $0 | $4,000 |
Expenses | 161,661 | 66,673 | 7,152,155 |
Other Income | -11,427 | -25,852 | 323,848 |
Net Income (Loss) | -173,088 | -92,525 | -6,824,307 |
Other Comprehensive Income, net of tax: | ' | ' | ' |
Foreign currency adjustments | -608 | 0 | ' |
Other Comprehensive Income (Loss) | -608 | ' | ' |
Comprehensive Income (Loss) | ($173,696) | ($92,525) | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' |
Advertorial video project | $395,152 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Intangible Assets [Line Items] | ' | ' |
Gross intangibles | $1,675,838 | ' |
Accumulated amortization | 273,605 | ' |
Net intangible assets | 1,402,232 | 1,430,163 |
Wave Energy Technology | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Gross intangibles | 1,218,238 | ' |
Accumulated amortization | 202,538 | ' |
Net intangible assets | 1,015,700 | 1,036,003 |
Wind Energy Technology | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Gross intangibles | 457,600 | ' |
Accumulated amortization | 71,067 | ' |
Net intangible assets | $386,533 | $394,160 |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Intangible Assets Amortization Expense | ' | ' |
For the year ended December 31, 2014 | $83,793 | ' |
For the year ended December 31, 2015 | 111,724 | ' |
For the year ended December 31, 2016 | 111,724 | ' |
After December 31, 2016 | 1,094,991 | ' |
Total | $1,402,232 | $1,430,163 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (Wave Energy Technology Acquired, USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Wave Energy Technology Acquired | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Finite-lived intangible assets acquired, purchase price | $1,400,000 |
Equity interest issued, acquisition | 25,000,000 |
LongTerm_Debt_Details_1
Long-Term Debt (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Loan Payable (Zenith Equity Group) | $688,624 | $490,000 |
Loans from Investors | 107,213 | 144,306 |
Less: Current portion | -28,952 | 0 |
Long-Term Liabilities | $824,789 | $634,306 |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' | ' |
Other long term debt, principal | $136,165 | $144,306 |
Repayment of other long term debt | -8,141 | ' |
Unrealized interest | 2,015 | 1,435 |
Required principal repayments on other long-term debt, year 2015 | 136,165 | ' |
Required principal repayments on other long-term debt, year 2018 | $688,624 | ' |
LongTerm_Debt_Details_Narrativ
Long-Term Debt (Details Narrative) (USD $) | 3 Months Ended | 99 Months Ended | 12 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Zenith Equity Group | Zenith Equity Group | Hidroflot S.A. | Investors | ||||
Long-Term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, terms | ' | ' | ' | 'The Loan Agreement consolidates outstanding loans of approximately $450,000 made on June 26, 2012 and $40,000 made on September 18, 2013, and accrued interest of $25,623.83 (collectively, the "Consolidated Debt"). The prior two loan agreements were terminated. In addition to the Consolidated Debt, upon signing, Zenith lent $100,000 (the "New Credit Loan") and made available from time to time, to the Company, an aggregate amount of $300,000 prior to December 31, 2014 (the "Drawdown", together with the Consolidated Debt and the New Credit Loan, the "Loan"). The Loan has a maturity date of April 15, 2018. The interest rate on the Loan is 6% per year, simple interest, calculated on the basis of a 365-day year. Prior to the Maturity Date, the Company has the right to prepay the principal and the interest due thereon, in whole and in part, in its sole discretion, by providing Zenith a prepayment notice. The minimum prepayment notice period is 45 days, during which Zenith may convert the amount intended to be prepaid into shares of common stock under the conversion terms of the Loan Agreement. | ' | ' | ' |
Debt instrument, interest rate | ' | ' | ' | ' | 3.50% | ' | 6.00% |
Debt instrument, expiration date | ' | ' | ' | ' | 27-Jun-15 | ' | 31-Jul-15 |
Debt instrument, accrued interest | ' | ' | ' | $24,020 | $8,112 | ' | ' |
Debt Forgiveness Income | $0 | $0 | ($532,703) | ' | ' | $532,703 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Former Company President | Former Company President | President and CEO | President and CEO | |||
Related Party Transactions [Line Items] | ' | ' | ' | ' | ' | ' |
Related party debt | ' | ' | $1,985 | $1,985 | $6,268 | $6,268 |
Proceeds from unsecured debt | 19,752 | ' | ' | ' | ' | ' |
Forgiveness of unsecured debt | ($19,752) | ' | ' | ' | ' | ' |
Common stock issued for services | ' | 20,000,000 | ' | ' | ' | ' |
Share_Capital_Details_Narrativ
Share Capital (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' |
Common stock issued during period | ' | 1,400,000 |
Proceeds from issuance of common stock | ' | $502,600 |
Common shares returned to treasury stock, value | $1,017 | ' |
Common shares returned to treasury stock, shares | 1,016,500 | ' |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Prepaid marketing expenses | $296,364 | $296,364 |
Other marketing expense commitments | ' | $98,788 |