Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | 5-May-14 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'US Highland, Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 77,727,663 | ' |
Entity Public Float | ' | ' | $11,308,701 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001381871 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
US_Highland_Inc_Consolidated_B
US Highland, Inc. - Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $43,044 | $10,498 |
Inventory | 99,826 | ' |
Prepaid expenses | 58,520 | 7,119 |
Total Current Assets | 201,390 | 17,617 |
Long-term deposits | 11,491 | 11,756 |
Property and Equipment, net | 24,555 | 30,850 |
Total Assets | 237,436 | 60,223 |
Current Liabilities | ' | ' |
Accounts payable | 393,617 | 402,903 |
Accrued liabilities | 258,238 | 182,472 |
Convertible debentures ($144,362 and $0 related parties, respectively) | 351,829 | 58,333 |
Derivative liabilities | 29,430,719 | 941,464 |
Loans payable ($27,000 and $0 related parties, respectively) | 115,500 | 221,900 |
Total Liabilities | 30,549,903 | 1,807,072 |
Common Stock, 500,000,000 shares authorized, $0.01 par value; 77,727,669 and 67,757,669 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively | 777,276 | 672,743 |
Common Stock Reserved for Future Issuance (in Shares) | 129,881 | 114,303 |
Subscriptions Receivable | ' | -1,000 |
Additional Paid-in Capital | 54,757,845 | 51,337,434 |
Accumulated Deficit | -85,203,969 | -53,096,829 |
-29,538,967 | -973,349 | |
Treasury Stock, at cost – 58,333 shares at December 31, 2013 and December 31, 2012 | -773,500 | -773,500 |
Total Stockholders’ Deficiency | -30,312,467 | -1,746,849 |
Total Liabilities and Stockholders’ Deficiency | $237,436 | $60,223 |
US_Highland_Inc_Consolidated_B1
US Highland, Inc. - Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Loans payable - related parties (in Dollars) | $27,000 | $0 |
Preferred Stock, shares authorized | 3,550,000 | 3,550,000 |
Preferred Stock, par value (in Dollars per share) | $0.01 | $0.01 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common Stock, shares issued | 77,727,669 | 67,757,669 |
Common Stock, shares outstanding | 77,727,669 | 67,757,669 |
Treasury Stock – shares | 58,333 | 58,333 |
US_Highland_Inc_Consolidated_S
US Highland, Inc. - Consolidated Statements of Operation (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Expenses | ' | ' |
Consulting | $2,943,106 | $1,194,163 |
Depreciation | 10,649 | 8,444 |
General and administrative | 645,186 | 903,278 |
Professional fees | 0.0005 | 1,154,179 |
Research and development | ' | 178,419 |
Total Operating Expenses | 4,144,916 | 3,438,483 |
Operating Loss | -4,144,916 | -3,438,483 |
Other Income (Expense) | ' | ' |
Interest expense | -346,660 | -3,472,010 |
Change in fair value of derivatives | -27,685,283 | -4,044,231 |
Other income (expense) | 2,985 | -1,070 |
Gain (loss) on settlement of debt | 66,734 | 4,145,969 |
Total Other Income (Expense) | -27,962,224 | -3,371,342 |
Net Loss | ($32,107,140) | ($6,809,825) |
Net Loss Per Common Share – Basic and Diluted (in Dollars per share) | ($0.42) | ($0.22) |
Weighted Average Number of Common Shares Outstanding – Basic and Diluted (in Shares) | 75,729,000 | 31,585,700 |
US_Highland_Inc_Consolidated_S1
US Highland, Inc. - Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Activities | ' | ' |
Net loss | $32,107,140 | $6,809,825 |
Depreciation | 10,649 | 8,444 |
Accretion expense | 295,496 | 3,343,038 |
Change in fair value of derivative | 27,685,283 | 4,044,231 |
Gain (loss) on settlement of debt | -66,734 | -4,145,969 |
Warrants issued for consulting services | 2,629,456 | 1,179,996 |
Shares issuable for interest expense | 15,578 | 21,203 |
Stock-based compensation | ' | 14,167 |
Changes in operating assets and liabilities: | ' | ' |
Inventory | -99,826 | ' |
Prepaid expenses and deposits | -51,136 | 33,384 |
Accounts payable and accrued liabilities | 611,774 | 304,556 |
Net Cash Used in Operating Activities | -1,076,600 | -2,006,775 |
Investing Activities | ' | ' |
Investment in property and equipment | -4,354 | -33,271 |
Net Cash Used in Investing Activities | -4,354 | -33,271 |
Financing Activities | ' | ' |
Proceeds from convertible debt | 860,000 | 1,600,000 |
Proceeds from notes payable | 27,000 | 120,000 |
Repayment of notes | -2,000 | -10,000 |
Proceeds from issuance of common stock | 228,500 | 275,000 |
Net Cash Provided by Financing Activities | 1,113,500 | 1,985,000 |
Increase (Decrease) In Cash | 32,546 | -55,046 |
Cash - Beginning of Year | 10,498 | 65,544 |
Cash - End of Year | $43,044 | $10,498 |
Non-cash Investing and Financing Activities | ' | ' |
Warrants issued to settle debt (in Shares) | 444,294 | ' |
Common stock issued to settle debt (in Shares) | 47,666 | 2,650,000 |
Common stock issued for services and compensation (in Shares) | 15,578 | 14,167 |
US_Highland_Inc_Consolidated_S2
US Highland, Inc. - Consolidated Statements of Stockholder's Equity (Deficit) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Receivables from Stockholder [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Balance, December 31 at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' |
Balance, December 31 (in Shares) | 67,757,669 | ' | ' | ' | ' | 114,303 |
Shares issued upon conversion of warrants | $20,000 | $1,180,995 | ($1,000) | ' | ' | $1,199,995 |
Shares issued upon conversion of warrants (in Shares) | 2,000,000 | ' | ' | ' | ' | ' |
Beneficial conversion features | ' | 2,015,500 | ' | ' | ' | 2,015,500 |
Shares issued for consulting services | 167 | 14,000 | ' | ' | ' | -21,203 |
Shares issued for consulting services (in Shares) | 500,000 | ' | ' | ' | ' | 14,167 |
Shares issued upon conversion of debentures | 588,889 | 2,061,111 | ' | ' | ' | 2,650,000 |
Shares issued upon conversion of debentures (in Shares) | 58,888,891 | ' | ' | ' | ' | ' |
Shares issued for cash | 55,000 | 220,000 | ' | ' | ' | 275,000 |
Shares issued for cash (in Shares) | 5,500,000 | ' | ' | ' | ' | ' |
Shares issuable in payment of accrued interest | ' | ' | ' | ' | ' | 21,203 |
Shares issuable in payment of accrued interest (in Shares) | ' | ' | ' | ' | ' | 21,203 |
Net loss for the year | ' | ' | ' | -6,809,825 | ' | -6,809,825 |
Balance, December 31 at Dec. 31, 2012 | 672,743 | 51,337,434 | -1,000 | -53,096,829 | -773,500 | -1,746,849 |
Balance, December 31 (in Shares) | 77,727,669 | ' | ' | ' | ' | 129,881 |
Shares issued upon conversion of warrants | 50,000 | 3,202,278 | ' | ' | ' | 3,252,278 |
Shares issued upon conversion of warrants (in Shares) | 5,000,000 | ' | ' | ' | ' | 444,294 |
Subscriptions received | ' | ' | 1,000 | ' | ' | 1,000 |
Cancellation of shares issued in error (in Shares) | -483,333 | ' | ' | ' | ' | ' |
Shares issued to settle debt | 9,533 | 38,133 | ' | ' | ' | 47,666 |
Shares issued to settle debt (in Shares) | 953,333 | ' | ' | ' | ' | ' |
Shares issued for consulting services | ' | ' | ' | ' | ' | -15,578 |
Shares issued for consulting services (in Shares) | ' | ' | ' | ' | ' | 15,578 |
Shares issued for cash | 45,000 | 180,000 | ' | ' | ' | 225,000 |
Shares issued for cash (in Shares) | 4,500,000 | ' | ' | ' | ' | ' |
Shares issuable in payment of accrued interest | ' | ' | ' | ' | ' | 15,578 |
Shares issuable in payment of accrued interest (in Shares) | ' | ' | ' | ' | ' | 15,578 |
Net loss for the year | ' | ' | ' | -32,107,140 | ' | -32,107,140 |
Balance, December 31 at Dec. 31, 2013 | $777,276 | $54,757,845 | ' | ($85,203,969) | ($773,500) | ($30,312,467) |
1_Nature_of_Operations
1. Nature of Operations | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure Text Block [Abstract] | ' |
Nature of Operations [Text Block] | ' |
US Highland, Inc. | |
US Highland, Inc. was originally formed as a Limited Liability Company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the state of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. (the “Company”) is a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. | |
Going concern | |
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, and as of December 31, 2013, current liabilities exceed current assets by $30,348,513, and the Company has an accumulated deficit of $85,203,969. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Significant Accounting Policies [Text Block] | ' | ||||
2. Summary of Significant Accounting Policies | |||||
a) Basis of Presentation and Principles of Consolidation | |||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, US Highlands Electric Inc. All significant intercompany transactions and balances have been eliminated. | |||||
b) Use of Estimates | |||||
The preparation of these consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, stock-based compensation, derivative liabilities, deferred income tax asset valuations, fair values of financial instruments and loss contingencies. 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 maturities of three months or less at the time of issuance to be cash equivalents. | |||||
d) Inventory | |||||
Inventory is stated at the lower of cost or market, utilizing the specific lot identification method. Inventory consists of goods and parts for resale. | |||||
e) Property and Equipment | |||||
Property and equipment are stated at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets acquired as follows: | |||||
Computers and office equipment | 3 years | ||||
Manufacturing equipment | 5 - 10 years | ||||
f) Fair Value Measurements | |||||
The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: | |||||
Level 1 – quoted prices for identical instruments in active markets. | |||||
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. | |||||
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |||||
Financial instruments consist principally of cash and cash equivalents, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the years ended December 31, 2013 or 2012. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | |||||
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 7 for additional information. | |||||
g) Basic and Diluted Net Loss Per Share | |||||
Basic earnings (loss) per share is calculated by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the year. The calculation of basic earnings (loss) per share excludes any dilutive effects of options, warrants and other stock-based compensation, which are included in diluted earnings per share. When a company is in a loss situation, all outstanding dilutive shares are excluded from the calculation of diluted earnings because their inclusion would be antidilutive; and the basic and fully diluted common shares outstanding are stated to be the same. At December 31, 2013 and 2012, approximately 113,500,000 and 1,130,000 shares, respectively, underlying the convertible debentures and warrants were antidilutive. | |||||
h) Research and Development | |||||
Research and development costs are expensed as incurred. | |||||
i) Income Taxes | |||||
The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely that not that all or a portion of a deferred tax asset will not be realized. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2013 or 2012. | |||||
j) Revenue Recognition | |||||
For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition, which superseded SAB No. 101, Revenue Recognition in Financial Statements. SAB No. 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |||||
k) Advertising | |||||
The Company expenses advertising costs as incurred. Such costs totaled approximately $28,500 and $13,159 for 2013 and 2012, respectively. | |||||
l) Concentration of Business and Credit risk | |||||
The Company maintains cash balances in several financial institutions which currently are insured by the Federal Deposit Insurance Corporation. Balances in these accounts may, at times, exceed the federally insured limits. The Company provides credit in the normal course of business to customers and performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. There were no sales during the years ending December 31, 2013 and 2012. | |||||
m) Recently Issued Accounting Pronouncements | |||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and 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. |
3_Property_and_Equipment
3. Property and Equipment | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||
3. Property and Equipment | |||||
Property and equipment is recorded at cost and is comprised of: | |||||
Useful | December 31, | December 31, | |||
Life | 2013 | 2012 | |||
Computers and office equipment | 3 years | $15,930 | $14,130 | ||
Manufacturing equipment | 5 - 10 years | 28,408 | 25,853 | ||
44,338 | 39,983 | ||||
Accumulated depreciation | -19,783 | -9,133 | |||
Property and equipment, net | $24,555 | $30,850 | |||
Depreciation expense amounted to approximately $10,649 and $8,444 for the year ended December 31, 2013 and 2012, respectively. |
4_Related_Party_Transactions
4. Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
4. Related Party Transactions | |
a) During the year ended December 31, 2013, the Company issued a convertible note payable to a significant shareholder for cash proceeds of $500,000. Refer to Note 6(g). | |
b) During the year ended December 31, 2013, the Company issued a convertible note payable to a significant shareholder for cash proceeds of $273,700. Refer to Note 6(h). | |
c) During the year ended December 31, 2013, the Company entered into an unsecured, non-guaranteed loan agreement with the director for $27,000. Refer to Note 5(f). | |
d) On March 18, 2013, a director of the Company converted $21,000 of amounts owed to him by the Company into 420,000 shares of common stock. The amount owed had no terms of repayment and was non-interest bearing. | |
e) On March 13, 2013, the Company issued 4,500,000 shares of common stock in consideration for cash at $0.05 per share to a shareholder. This transaction resulted in the shareholder becoming a significant shareholder. |
5_Loans_Payable
5. Loans Payable | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Disclosure Text Block [Abstract] | ' | |||
Short-term Debt [Text Block] | ' | |||
5. Loans Payable | ||||
Loans payable consist of the following: | December 31, | December 31, | ||
2013 | 2012 | |||
$ | $ | |||
a) | Loans payable that are unsecured, non-guaranteed, past due and are non-interest bearing. During the year ended December 31, 2013, the Company settled $13,400 of loans payable through the transfer of inventory previously written off. | 25,000 | 38,400 | |
b) | Note payable which is unsecured, non-guaranteed, past due and bears interest at 10% per annum. | 7,500 | 7,500 | |
c) | On January 15, 2011, the Company entered into 8 unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $56,000. If the loans were not repaid within 90 days they then bear interest at 1% per month. In addition, if the loan was not repaid within 90 days, the Company is required to issue 167 common shares every month until the loan is repaid in full. As at December 31, 2013 and 2012, the Company recognized the fair value of 5,500 and 3,500 common shares issuable for interest expense of $120,282 and $114,303, respectively, as shares reserved for future issuance. The Company has not yet issued these common shares. As at December 31, 2013, the Company has also accrued interest expense of $19,880 (2012 - $13,160). | 56,000 | 56,000 | |
d) | On August 28, 2012, the Company entered into an unsecured, non-guaranteed, demand loan agreement pursuant to which the Company received proceeds of $75,000. The loan bears interest at an annual rate of 7% payable monthly. The loan is repayable on demand. On July 25, 2013, the note was secured with a convertible note. Refer to Note 6(e). | – | 75,000 | |
e) | On October 3, 2012, the Company entered into an unsecured, non-guaranteed, demand loan agreement pursuant to which the Company received proceeds of $45,000. The loan bears interest at an annual rate of 7% payable monthly. The loan is repayable on demand. On July 25, 2013, the note was secured with a convertible note. Refer to Note 6(f). | – | 45,000 | |
f) | On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. In addition, the Company is required to issue 5,000 common shares every month until the loan is repaid in full. As of December 31, 2013, the Company recognized the fair value of 20,000 common shares issuable for interest expense of $5,550, as shares reserved for future issuance. The Company has not yet issued these common shares. As at December 31, 2013, the Company has also accrued interest expense of $125. | 27,000 | – | |
115,500 | 221,900 | |||
6_Convertible_Debentures
6. Convertible Debentures | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
6. Convertible Debentures | |
a) Effective January 25, 2010, the Company issued a convertible note for $225,000. Pursuant to the terms of the agreement, the loan was unsecured, non-interest bearing, and was due on December 21, 2010. The note was convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 65% of the average of the closing bid prices of the common stock during the 28 trading days prior to the date of the conversion notice and was subject to adjustment upon the issuance of certain dilutive instruments. Due to these provisions, the embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the derivative liability of $538,249 resulted in a full discount to the note payable of $225,000 and the recognition of a loss on derivatives of $313,249. | |
On June 2, 2010, the Company issued 6,386 restricted shares of common stock upon the conversion of the principal amount of $166,667. The fair value of the derivative liability at June 2, 2010, was $266,425 and $197,352 was reclassified to additional paid-in capital upon conversion. During the year ended December 31, 2013, the Company repaid $2,000 of the note. At December 31, 2013, the carrying value of the note is $56,333 (2012 - $58,333). The note is in default at December 31, 2013. | |
b) Effective May 18, 2011, the Company issued a convertible note for $700,000. Pursuant to the terms of the agreement, the loan was unsecured, bore interest at 10% and was due on May 18, 2012. The note was convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 75% of the average of the closing bid prices of the common stock during the 30 trading days prior to the date of the conversion notice and is subject to adjustment upon the issuance of certain dilutive instruments. Due to these provisions, the embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. | |
On June 1, 2012, the Company entered into an amended securities purchase agreement and received additional proceeds of $150,000. Pursuant to the amended securities purchase agreement, the Company issued a new convertible note (the “2012 Note”) for total aggregate proceeds received of $850,000. The 2012 Note bore interest at 10% per annum and all unpaid principal and accrued interest on the modified note shall be due and payable on June 1, 2013. The 2012 Note was convertible, at any time, in whole or in part into common stock of the Company at a conversion price equal to $0.045 per share. In addition, the Company issued the lender a warrant to purchase 212,500 shares of the Company’s common stock for three years at an exercise price equal to the lower of $0.20 per share or 75% of the average closing bid price for the 30 trading days preceding the exercise date. | |
As the present value of the future cash flows was well over 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note as extinguished and exchanged for a new convertible note. During the year ended December 31, 2012, the Company recorded accretion of the discount of the original note to the modification date of $574,064. The fair value of the modified debt was compared to the carrying value of the old debt and the Company recorded a gain on extinguishment of debt of $1,744,770. | |
The net proceeds of $850,000 of the 2012 Note were allocated to the convertible note and the warrants issued at time of issuance. The Company allocated $210,000 of the net proceeds to the warrants. This resulted in a warrant derivative liability of $210,000 and the convertible debt is initially recorded at $640,000 (net of the discount that arises from the allocation of proceeds to the warrants $210,000). The Company recognized the intrinsic value of the embedded beneficial conversion feature of $640,000 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $0. | |
On July 12, 2012, the Company settled the 2012 Note by issuing 18,888,889 shares of the Company’s common stock. The recorded $850,000 of accretion relating to the discount on the 2012 Note as the Company recognized the unamortized discount as interest expense upon conversion. | |
c) Effective December 21, 2011, the Company issued a $350,000 convertible note and a warrant to purchase 11,667 shares of the Company’s common stock. Pursuant to the terms of the agreement, the loan was unsecured, bore interest at 10% and was due on December 21, 2012. The Company received additional subscriptions of $650,000 and issued an additional $650,000 of convertible notes and a warrant to purchase 21,667 shares of the Company’s common stock in fiscal 2012 | |
The note was convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 75% of the average of the closing bid prices of the common stock during the 30 trading days prior to the date of the conversion notice and is subject to adjustment upon the issuance of certain dilutive instruments. The warrants are exercisable into shares of the Company’s common stock at any time at a variable exercise price equal to the lower of $6.00 per post-reverse split share and 75% of the average of the closing bid prices of the common stock during the 30 trading days prior to the date of the conversion notice and is subject to adjustment upon the issuance of certain dilutive instruments. Due to these provisions, the embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $418,939 and warrants of $146,864, resulted in a discount to the note payable of $350,000 and the recognition of a loss on derivatives of $215,803. | |
On June 1, 2012, the Company entered into an amended securities purchase agreement and received additional proceeds of $150,000. Pursuant to the amended securities purchase agreement, the Company issued a new convertible note (the “Second 2012 Note”) for total aggregate proceeds received of $1,150,000. The Second 2012 Note bore interest at 10% per annum and all unpaid principal and accrued interest on the modified note was due and payable on June 1, 2013. The 2012 Note is convertible, at any time, in whole or in part into common stock of the Company at a conversion price equal to $0.045 per share. In addition, the Company issued the lender a warrant to purchase 287,500 shares of the Company’s common stock for three years at an exercise price equal to the lower of $0.20 per share, or 75% of the average Closing Bid Price for the 30 trading days preceding the exercise date. | |
As the present value of the future cash flows was well over 10% different than the cash flows of the original debt, it is determined that the original and new debt instruments are substantially different and the Company treated the original convertible note as extinguished and exchanged for a new convertible note. During the year ended December 31, 2012, the Company recorded accretion of the discount of the original note to the modification date of $109,553. The fair value of the modified debt was compared to the carrying value of the old debt and the Company recorded a gain on extinguishment of debt of $1,711,361. | |
The net proceeds of $1,150,000 of the Second 2012 Note were allocated to the convertible note and the warrants issued at time of issuance. The Company allocated $284,100 of the net proceeds to the warrants. This resulted in a warrant derivative liability of $284,100 and the convertible debt is initially recorded at $865,900 (net of the discount that arises from the allocation of proceeds to the warrants $284,100). The Company recognized the intrinsic value of the embedded beneficial conversion feature of $865,900 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $0. | |
On July 12, 2012, the Company settled the 2012 Note by issuing 25,555,556 shares of the Company’s common stock. The Company recorded recognized the unamortized discount as interest expense upon conversion. The recorded $650,000 of accretion relating to the discount on the 2012 Note as the Company recognized the unamortized discount as interest expense upon conversion. | |
d) During the year ended December 31, 2012, the Company issued a convertible note for $500,000 a warrant to purchase 250,000 split shares of the Company’s common stock. Pursuant to the terms of the agreement, the loan was unsecured, bore interest at 10% and was due on April 1, 2013. The warrant is exercisable into common shares of the Company at the lower of $0.20 or 75% of the average closing bid price of the 30 trading days immediately preceding the exercise date. The note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 75% of the average of the closing bid prices of the common stock during the 30 trading days prior to the date of the conversion notice and is subject to adjustment upon the issuance of certain dilutive instruments. | |
Due to these provisions, the embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $595,788 and warrants of $252,373, resulted in a discount to the note payable of $500,000 and the recognition of a loss on derivatives of $348,161. | |
On June 1, 2012, the Company entered into an amended securities purchase agreement and received additional proceeds of $150,000. Pursuant to the amended securities purchase agreement, the Company issued a new convertible note (the “Third 2012 Note”) for total aggregate proceeds received of $650,000. The Third 2012 Note bore interest at 10% per annum and all unpaid principal and accrued interest on the modified note was due and payable on June 1, 2013. The Third 2012 Note was convertible, at any time, in whole or in part into common stock of the Company at a conversion price equal to $0.045 per share. In addition, the Company issued the lender a warrant to purchase 162,500 shares of the Company’s common stock for three years at an exercise price equal to the lower of $0.20 per share, or 75% of the average Closing Bid Price for the 30 trading days preceding the exercise date. | |
As the present value of the future cash flows was well over 10% different than the cash flows of the original debt, it is determined that the original and new debt instruments are substantially different and the Company treated the original convertible note as extinguished and exchanged for a new convertible note. During the year ended December 31, 2012, the Company recorded accretion of the discount of the original note to the modification date of $9,379. The fair value of the modified debt was compared to the carrying value of the old debt and the Company recorded a gain on extinguishment of debt of $732,909. | |
The net proceeds of $650,000 of the Third 2012 Note were allocated to the convertible note and the warrants issued at time of issuance. The Company allocated $140,400 of the net proceeds to the warrants. This resulted in a warrant derivative liability of $140,400 and the convertible debt is initially recorded at $509,600 (net of the discount that arises from the allocation of proceeds to the warrants $140,400). The Company recognized the intrinsic value of the embedded beneficial conversion feature of $509,600 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $0. | |
On July 12, 2012, the Company settled the 2012 Note by issuing 14,444,444 shares of the Company’s common stock. The Company recognized the unamortized discount as interest expense upon conversion. The recorded $1,150,000 of accretion relating to the discount on the 2012 Note as the Company recognized the unamortized discount as interest expense upon conversion. | |
e) Effective July 25, 2013, the Company issued a convertible note to secure the demand loan of $75,000 described in Note 5(d). Pursuant to the terms of the agreement, the loan is unsecured and due on July 31, 2014. The note is convertible into shares of the Company’s common stock at any time at a price of $0.035. The note bears interest at 8% per annum compounded monthly, and is due on demand. | |
The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $577,797 resulted in a discount to the note payable of $75,000 and the recognition of a loss on derivatives of $502,797. As the note is due on demand the entire discount was recorded as interest expense on July 25, 2013 as the note is due on demand. | |
f) Effective July 25, 2013, the Company issued a convertible note to secure the demand loan of $45,000 described in Note 5(e). Pursuant to the terms of the agreement, the loan is unsecured and due on July 31, 2014. The note is convertible into shares of the Company’s common stock at any time at a price of $0.035. The note bears interest at 8% per annum compounded monthly, and is due on demand. | |
The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $346,678 resulted in a discount to the note payable of $45,000 and the recognition of a loss on derivatives of $301,678. As the note is due on demand the entire discount was recorded as interest expense on July 25, 2013 as the note is due on demand. | |
g) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 12,500,000 underlying shares of the Company’s common stock. The warrants are exercisable into 10,000,000 common shares of the Company at $0.05 per share and 2,500,000 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $500,000 under the note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. In addition, so long as any amounts are due hereunder, the Company is obligated to remit to the lender 100% of all revenues, payments and receivables from the sale of the first 50 engines sold by the Company. | |
The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. | |
Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $6,714,279 and warrants of $3,169,531 resulted in a discount to the note payable of $500,000 and the recognition of a loss on derivatives of $9,383,810. During the year ended December 31, 2013, the Company recorded accretion of $92,354 increasing the carrying value of the note to $92,354. | |
h) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 10,197,916 underlying shares of the Company’s common stock. The warrants are exercisable into 8,158,333 common shares of the Company at $0.05 per share and 2,039,583 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $273,700 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. | |
The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. | |
Due to the potential adjustments to the conversion rate of the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $5,278,978 and warrants of $2,450,519 resulted in a discount to the note payable of $273,700 and the recognition of a loss on derivatives of $7,455,797. During the year ended December 31, 2013, the Company recorded accretion of $52,008 increasing the carrying value of the note to $52,008. | |
i) Effective November 12, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 694,445 underlying shares of the Company’s common stock. The warrants are exercisable into 555,556 common shares of the Company at $0.05 per share and 138,889 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $20,000 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. | |
The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. | |
Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $250,021 and warrants of $145,943, resulted in a discount to the note payable of $20,000 and the recognition of a loss on derivatives of $375,964. During the year ended December 31, 2013, the Company recorded accretion of $6,521 increasing the carrying value of the note to $6,521. | |
j) Effective October 7, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 868,055 underlying shares of the Company’s common stock. The warrants are exercisable into 694,444 common shares of the Company at $0.05 per share and 173,611 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $25,000 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. | |
The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. | |
Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $312,522 and warrants of $182,522 resulted in a discount to the note payable of $25,000 and the recognition of a loss on derivatives of $470,045. During the year ended December 31, 2013, the Company recorded accretion of $7,968 increasing the carrying value of the note to $7,968. | |
k) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 739,584 underlying shares of the Company’s common stock. The warrants are exercisable into 591,667 common shares of the Company at $0.05 per share and 147,917 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $41,300 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. | |
The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. | |
Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $547,736 and warrants of $187,531, resulted in a discount to the note payable of $41,300 and the recognition of a loss on derivatives of $693,967. During the year ended December 31, 2013, the Company recorded accretion of $16,645 increasing the carrying value of the note to $16,645. |
7_Derivative_Liabilities
7. Derivative Liabilities | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||
7. Derivative Liabilities | |||||
The embedded conversion options of the Company’s convertible debentures described in Note 6 contain conversion features that qualify for embedded derivative classification. The warrants described in Notes 6 and 9 also qualify for derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. | |||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: | |||||
December 31, | December 31, | ||||
2013 | 2012 | ||||
Balance at the beginning of year | $ | 941,464 | $ | 646,831 | |
Addition of new derivative liabilities (embedded conversion options) | 14,028,014 | 1,010,478 | |||
Addition of new derivative liabilities (warrants) | 9,209,794 | 2,134,182 | |||
Change in fair value of warrants | -627,690 | -364,842 | |||
Change in fair value of embedded conversion option | 9,128,915 | 4,059,964 | |||
Conversion of warrants | -3,249,778 | -1,199,995 | |||
Settlement of embedded conversion options | – | -5,345,154 | |||
Balance at the end of the year | $ | 29,430,719 | $ | 941,464 | |
The following table summarizes the change in fair value of derivatives: | |||||
December 31, | December 31, | ||||
2013 | 2012 | ||||
Fair value of derivative liabilities in excess of note proceeds received | $ | -19,184,058 | $ | -349,109 | |
Change in fair value of derivative liabilities during year | -8,501,225 | -3,695,122 | |||
Change in fair value of derivatives | $ | -27,685,283 | $ | -4,044,231 | |
The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: | |||||
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | ||
At December 31, 2011 | 120% - 381% | 0.12% - 0.36% | 0% | 0.38-2.98 | |
At issuance | 246% - 388% | 0.13% - 0.62% | 0% | 0.75-5.00 | |
At December 31, 2012 | 277% - 308% | 0.27% - 0.41% | 0% | 1.97-2.50 | |
At issuance | 53% - 329% | 0.10% - 1.41% | 0% | 0.69-3.00 | |
At December 31, 2013 | 29% - 209% | 0.10% - 0.58% | 0% | 0.58-3.00 | |
8_Common_Stock
8. Common Stock | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
8. Common Stock | |
On April 13, 2012, the Company effected a reverse split of the issue and outstanding shares of common stock on a 30 for 1 basis. All share and per share amounts have been retroactively adjusted for all periods presented. | |
On December 23, 2013, the Board approved an amendment to the Articles of Incorporation to increase the authorized shares of common stock to 500,000,000 shares and authorize 3,550,000 shares of “blank check” preferred stock, par value $0.01. | |
Share transactions for the year ended December 31, 2013: | |
a) On February 15, 2013, the Company issued 5,000,000 shares of common upon the exercise of a warrant at $0.0005 per share described in Note 9(f) for cash proceeds of $2,500. | |
b) On March 13, 2013, the Company issued 4,500,000 shares of common stock in consideration for cash at $0.05 per share. | |
c) On March 18, 2013, a director of the Company converted $21,000 of amounts owed to him by the Company into 420,000 shares of common stock. The amount owed had no terms of repayment and was non-interest bearing. | |
d) On October 25, 2013, the Company issued 533,333 shares to a consultant as part of a settlement agreement to settle $80,000 of amounts owed to the consultant. The fair value of the shares was $26,667 and the Company recorded a gain on the settlement of debt of $53,333. |
9_Stock_Purchase_Warrants
9. Stock Purchase Warrants | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Warrants and Rights Note Disclosure [Abstract] | ' | |||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | |||
9. Stock Purchase Warrants | ||||
a) On January 23, 2013, the Company issued a warrant to purchase 5,000,000 common shares at $0.0005 per share exercisable for three years pursuant to the management securities agreement described in Note 10(f). The Company recorded the fair value of the warrant of $2,599,801 as consulting expense. On February 15, 2013 the Company issued 5,000,000 common shares upon the exercise of the warrant. Upon the exercise of the warrants the Company reclassified the fair value of the warrant of $3,249,778 to additional paid in capital. During the year ended December 31, 2013, the Company recorded a loss on the change in fair value of the derivative liability of $649,977 prior to the exercise of the warrant. | ||||
b) On April 1, 2013, the Company entered into a settlement agreement with a consultant to settle $149,971 of services provided in 2012. Pursuant to the agreement, the Company will pay $10,000 and issued a warrant to purchase 300,000 shares of common stock at $0.0005 per share for three years. The warrants meet the criteria for classification as a derivative liability and during the year ended December 31, 2013, the Company recorded a gain on the change in fair value of the derivative liability of $69,085. | ||||
c) On April 8, 2013, the Company entered into a settlement agreement with a consultant to settle $149,971 of services provided in 2012. Pursuant to the agreement, the Company will pay $10,000 and issued a warrant to purchase 300,000 shares of common stock at $0.0005 per share for three years. The warrants meet the criteria for classification as a derivative liability and during the year ended December 31, 2013, the Company recorded a loss on the change in fair value of the derivative liability of $69,084. | ||||
d) On September 4, 2013, the Company issued a consultant 100,000 warrants for $29,655 of services. The warrant meets the criteria for classification as a derivative liability and during the year ended December 31, 2013, the Company recorded a gain on the change in fair value of the derivative liability of $3,138. | ||||
e) On December 23, 2013, the Company entered into a settlement agreement with a consultant to settle $88,445 of services provided in 2012. Pursuant to the agreement, the Company will pay $7,500 and issued a warrant to purchase 300,000 shares of common stock at $0.0005 per share for three years. The warrant meets the criteria for classification as a derivative liability and during the year ended December 31, 2013, the Company did not recognize a gain or loss on the change in fair value of the derivative liability. | ||||
f) On December 30, 2013, the Company entered into a settlement agreement with a consultant to settle $36,425 of services provided in 2012. Pursuant to the agreement, the Company issued a warrant to purchase 135,000 shares of common stock at $0.0005 per share for three years. The warrant meets the criteria for classification as a derivative liability and during the year ended December 31, 2013, the Company did not recognize a gain or loss on the change in fair value of the derivative liability. | ||||
g) On December 30, 2013, the Company entered into a settlement agreement with a consultant to settle $26,982 of services provided in 2012. Pursuant to the agreement, the Company issued a warrant to purchase 100,000 shares of common stock at $0.0005 per share for three years. The warrant meets the criteria for classification as a derivative liability and during the year ended December 31, 2013, the Company did not recognize a gain or loss on the change in fair value of the derivative liability | ||||
h) During the year ended December 31, 2013, the Company issued 25,000,000 (2012 - 934,166) warrants to purchase 25,000,000 (2012 - 934,166) shares of common stock pursuant to the convertible note agreements described in Note 6(g) to (k). (2012 - Notes 6(b), 6(c) and 6(d)). | ||||
A summary of the changes in the Company’s common share purchase warrants is presented below: | ||||
Weighted Average Exercise Price | Weighted Average Expected Life | |||
Number | ||||
Balance December 31, 2011 | 45,000 | $6.00 | 2.75 years | |
Issued | 2,934,166 | 0.11 | ||
Exercised | -2,000,000 | 0.0005 | ||
Balance December 31, 2012 | 979,166 | $0.59 | 2.33 years | |
Issued | 31,235,000 | 0.0481 | ||
Exercised | -5,000,000 | 0.0005 | ||
Balance December 31, 2013 | 27,214,166 | $0.08 | 0.70 years | |
10_Commitments
10. Commitments | 12 Months Ended | ||
Dec. 31, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Commitments and Contingencies Disclosure [Text Block] | ' | ||
10. Commitments | |||
a) The Company entered into a consulting agreement dated September 20, 2011 with a director of the Company for services to be provided for a term of three years. The Company agreed to pay $2,250 per month, as well as issue 16,667 post-reverse split shares of common stock. On July 31, 2012, the Company issued 500,000 shares of common stock. The Company erred and should have issued the director 16,667 shares and cancelled 483,333 of the shares during the year ended December 31, 2013. During the year ended December 31, 2013, the Company recorded $10,000 (December 31, 2012 - $42,250) of professional fees. During year ended December 31, 2013, the director agreed to suspend the agreement. | |||
b) The Company entered into an employment agreement dated October 14, 2011 with an officer of the Company for services to be provided for an initial term of three years, and on a year-to-year basis thereafter. The Company agreed to pay $8,000 per month, increasing to $10,000 per month on the seventh month, and further to $12,000 per month on the tenth month. During the year ended December 31, 2013, the Company recorded $144,000 (December 31, 2012 - $140,000) of general and administrative expenses. | |||
c) The Company entered into a consulting agreement dated October 20, 2011 with a director of the Company for services to be provided for a term of three years. The Company agreed to pay $2,250 per month, as well as issue 6,667 post-reverse split shares of common stock. The shares were issued on October 25, 2011. The Company recorded $24,750 of general and administrative expenses during the year ended December 31, 2012. The agreement was terminated in 2013 and no fees were recorded. | |||
d) The Company entered into an employment agreement dated November 10, 2011 with an officer of the Company for services to be provided for an initial term of three years, and on a year-to-year basis thereafter. The Company agreed to pay $6,000 per month, increasing to $8,000 per month on the seventh month, and further to $10,000 per month on the tenth month. During the year ended December 31, 2013, the Company recorded $48,445 (December 31, 2012 - $116,000) of professional fees. During the year ended December 31, 2013, the Company agreed to terminate the agreements. | |||
e) The Company entered into two employment agreements dated November 10, 2011, effective June 15, 2011, with two employees for services to be provided for an initial term of three years, and on a year-to-year basis thereafter. The Company agreed to pay each employee $6,000 per month, increasing to $8,000 per month on the seventh month, and further to $10,000 per month on the tenth month. During the year ended December 31, 2013, the Company recorded $264,942 (December 31, 2012 - $232,000) of professional fees. During the year ended December 31, 2013, the Company agreed to terminate the agreements. | |||
f) On October 1, 2012, the Company entered into a management securities agreement with a consultant. Pursuant to the agreement the Consultant will provide management services for a period of one year in consideration for a warrant to purchase 2,000,000 common shares of the Company at $0.0005 per share exercisable for 3 years (exercised). An amendment to the services agreement entered into on January 23, 2013. Pursuant to the amendment the consultant will provide additional services in consideration for $20,000 per month from February 1, 2013 to March 31, 2014 and a warrant to purchase 5,000,000 common shares of the Company at $0.0005 per share for 3 years (exercised subsequently). On October 28, 2013, the Company entered into a settlement agreement to terminate the contract with the consultant effective July 10, 2013. Refer to Note 9(a). | |||
g) During the year ended December 31, 2012, the Company entered into two leases for the provision of office and warehouse space until April 30, 2015. On April 1, 2013, the Company entered into an amendment to the lease agreements. Pursuant to the amendment, one of the leases was terminated and the other was extended to March 31, 2019. During the year ended December 31, 2013, the Company recognized $49,659 of rent expense. The Company’s future minimum lease payments are as follows: | |||
Fiscal year ending December 31, 2014 | 51,652 | ||
Fiscal year ending December 31, 2015 | 53,645 | ||
Fiscal year ending December 31, 2016 | 55,634 | ||
Fiscal year ending December 31, 2017 | 57,631 | ||
Fiscal year ending December 31, 2018 | 59,624 | ||
Fiscal year ending December 31, 2019 | 15,280 | ||
$293,466 | |||
h) The Company issued a $500,000 convertible note on July 25, 2013, of which so long as any amounts are due hereunder, the Company is obligated to remit to the lender 100% of all revenues, payments and receivables from the sale of the first 50 engines sold by the Company. |
11_Subsequent_Events
11. Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
a) On January 2, 2014, the Company entered into a settlement agreement with a consultant to settle $11,800 of services provided in 2012. Pursuant to the agreement, the Company issued a warrant to purchase 43,750 shares of common stock at $0.0005 per share for three years. | |
b) On January 3, 2014, the Company entered into a settlement agreement with a consultant to settle $41,806 of services provided in 2012. Pursuant to the agreement, the Company issued a warrant to purchase 155,000 shares of common stock at $0.0005 per share for three years. | |
c) On January 17, 2014, the Company entered into a note payable with a related party, pursuant to which the Company received proceeds of $50,000. The note is bears interest at an annual rate of 8% per annum and due on January 17, 2016. | |
d) On January 29, 2014, the Company entered into a note payable with a related party, pursuant to which the Company received proceeds of $50,000. The note is bears interest at an annual rate of 8% per annum and due on January 29, 2016. | |
e) On February 27, 2014, the Company received additional advances of $6,000 from a director. The amount is unsecured, non-interest bearing and due on demand. | |
f) On March 3, 2014, the Company entered into a note payable with a related party, pursuant to which the Company received proceeds of $50,000. The note is bears interest at an annual rate of 8% per annum and due on March 3, 2016. | |
g) On March 19, 2014, the Company entered into a note payable with a related party, pursuant to which the Company received proceeds of $150,000. The note is bears interest at an annual rate of 8% per annum and due on March 19, 2016. | |
h) On April 25, 2014, the Company entered into a note payable with a related party, pursuant to which the Company received proceeds of $25,000. The note is bears interest at an annual rate of 8% per annum and due on April 25, 2016. | |
On March 13, 2013, the Company issued 4,500,000 shares of common stock to John Gibbs in consideration for cash. The shares were valued at $0.05 per share, the fair value on the date of grant. | |
On February 15, 2013, the Company issued 5,000,000 shares of common stock to AMHC Managed Services Inc. upon exercise of a warrant by AMHC at a share price of $0.0005. | |
On December 10, 2013, the Company issued 2,000,000 shares of common stock to AMHC Managed Services Inc. upon exercise of a warrant by AMHC at a share price of $0.0005. | |
On November 2, 2012, the Company issued 5,000,000 shares of common stock to John Gibbs in consideration for cash. The shares were valued at $0.05 per share, the fair value on the date of grant. | |
All the foregoing issuances were conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
US Highland, Inc. was originally formed as a Limited Liability Company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the state of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. (the “Company”) is a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs | |
Going Concern Note | 'Going concernThe accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, and as of December 31, 2013, current liabilities exceed current assets by $30,348,513, and the Company has an accumulated deficit of $85,203,969. The Company's ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Property, Plant and Equipment [Table Text Block] | ' | ||||
Computers and office equipment | 3 years | ||||
Manufacturing equipment | 5 - 10 years |
3_Property_and_Equipment_Table
3. Property and Equipment (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
Property, Plant and Equipment [Table Text Block] | ' | ||||
Computers and office equipment | 3 years | ||||
Manufacturing equipment | 5 - 10 years |
5_Loans_Payable_Tables
5. Loans Payable (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Disclosure Text Block [Abstract] | ' | |||
Schedule of Debt [Table Text Block] | ' | |||
Loans payable consist of the following: | December 31, | December 31, | ||
2013 | 2012 | |||
$ | $ | |||
a) | Loans payable that are unsecured, non-guaranteed, past due and are non-interest bearing. During the year ended December 31, 2013, the Company settled $13,400 of loans payable through the transfer of inventory previously written off. | 25,000 | 38,400 | |
b) | Note payable which is unsecured, non-guaranteed, past due and bears interest at 10% per annum. | 7,500 | 7,500 | |
c) | On January 15, 2011, the Company entered into 8 unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $56,000. If the loans were not repaid within 90 days they then bear interest at 1% per month. In addition, if the loan was not repaid within 90 days, the Company is required to issue 167 common shares every month until the loan is repaid in full. As at December 31, 2013 and 2012, the Company recognized the fair value of 5,500 and 3,500 common shares issuable for interest expense of $120,282 and $114,303, respectively, as shares reserved for future issuance. The Company has not yet issued these common shares. As at December 31, 2013, the Company has also accrued interest expense of $19,880 (2012 - $13,160). | 56,000 | 56,000 | |
d) | On August 28, 2012, the Company entered into an unsecured, non-guaranteed, demand loan agreement pursuant to which the Company received proceeds of $75,000. The loan bears interest at an annual rate of 7% payable monthly. The loan is repayable on demand. On July 25, 2013, the note was secured with a convertible note. Refer to Note 6(e). | – | 75,000 | |
e) | On October 3, 2012, the Company entered into an unsecured, non-guaranteed, demand loan agreement pursuant to which the Company received proceeds of $45,000. The loan bears interest at an annual rate of 7% payable monthly. The loan is repayable on demand. On July 25, 2013, the note was secured with a convertible note. Refer to Note 6(f). | – | 45,000 | |
f) | On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. In addition, the Company is required to issue 5,000 common shares every month until the loan is repaid in full. As of December 31, 2013, the Company recognized the fair value of 20,000 common shares issuable for interest expense of $5,550, as shares reserved for future issuance. The Company has not yet issued these common shares. As at December 31, 2013, the Company has also accrued interest expense of $125. | 27,000 | – | |
115,500 | 221,900 |
7_Derivative_Liabilities_Table
7. Derivative Liabilities (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Schedule of Derivative Instruments [Table Text Block] | ' | ||||
December 31, | December 31, | ||||
2013 | 2012 | ||||
Balance at the beginning of year | $ | 941,464 | $ | 646,831 | |
Addition of new derivative liabilities (embedded conversion options) | 14,028,014 | 1,010,478 | |||
Addition of new derivative liabilities (warrants) | 9,209,794 | 2,134,182 | |||
Change in fair value of warrants | -627,690 | -364,842 | |||
Change in fair value of embedded conversion option | 9,128,915 | 4,059,964 | |||
Conversion of warrants | -3,249,778 | -1,199,995 | |||
Settlement of embedded conversion options | – | -5,345,154 | |||
Balance at the end of the year | $ | 29,430,719 | $ | 941,464 | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | ' | ||||
December 31, | December 31, | ||||
2013 | 2012 | ||||
Fair value of derivative liabilities in excess of note proceeds received | $ | -19,184,058 | $ | -349,109 | |
Change in fair value of derivative liabilities during year | -8,501,225 | -3,695,122 | |||
Change in fair value of derivatives | $ | -27,685,283 | $ | -4,044,231 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | ||
At December 31, 2011 | 120% - 381% | 0.12% - 0.36% | 0% | 0.38-2.98 | |
At issuance | 246% - 388% | 0.13% - 0.62% | 0% | 0.75-5.00 | |
At December 31, 2012 | 277% - 308% | 0.27% - 0.41% | 0% | 1.97-2.50 | |
At issuance | 53% - 329% | 0.10% - 1.41% | 0% | 0.69-3.00 | |
At December 31, 2013 | 29% - 209% | 0.10% - 0.58% | 0% | 0.58-3.00 | |
9_Stock_Purchase_Warrants_Tabl
9. Stock Purchase Warrants (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Warrants and Rights Note Disclosure [Abstract] | ' | ||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | ||
At December 31, 2011 | 120% - 381% | 0.12% - 0.36% | 0% | 0.38-2.98 | |
At issuance | 246% - 388% | 0.13% - 0.62% | 0% | 0.75-5.00 | |
At December 31, 2012 | 277% - 308% | 0.27% - 0.41% | 0% | 1.97-2.50 | |
At issuance | 53% - 329% | 0.10% - 1.41% | 0% | 0.69-3.00 | |
At December 31, 2013 | 29% - 209% | 0.10% - 0.58% | 0% | 0.58-3.00 | |
10_Commitments_Tables
10. Commitments (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||
Fiscal year ending December 31, 2014 | 51,652 | ||
Fiscal year ending December 31, 2015 | 53,645 | ||
Fiscal year ending December 31, 2016 | 55,634 | ||
Fiscal year ending December 31, 2017 | 57,631 | ||
Fiscal year ending December 31, 2018 | 59,624 | ||
Fiscal year ending December 31, 2019 | 15,280 | ||
$293,466 |
1_Nature_of_Operations_Details
1. Nature of Operations (Details) (USD $) | Dec. 31, 2013 |
Disclosure Text Block [Abstract] | ' |
WorkingCapital | $30,348,513 |
Operating Loss Carryforwards | $85,203,969 |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Advertising Expense | $28,500 | $13,159 |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) - Property and equipment are stated at cost less accumulated depreciation. The Company computes deprec | Dec. 31, 2013 |
Property and equipment are stated at cost less accumulated depreciation. The Company computes deprec [Abstract] | ' |
Computers and office equipment | 3,000,000 |
Manufacturing equipment | 5,000,000 |
3_Property_and_Equipment_Detai
3. Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation, Depletion and Amortization, Nonproduction | $10,649 | $8,444 |
3_Property_and_Equipment_Detai1
3. Property and Equipment (Details) - Property and equipment is recorded at cost and is comprised of: (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property and equipment is recorded at cost and is comprised of: [Abstract] | ' | ' |
Computers and office equipment | $15,930 | ' |
Manufacturing equipment | 28,408 | ' |
44,338 | ' | |
Accumulated depreciation | -19,783 | ' |
Property and equipment, net | $24,555 | $30,850 |
4_Related_Party_Transactions_D
4. Related Party Transactions (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 08, 2013 | Mar. 18, 2013 | Mar. 13, 2013 | Feb. 15, 2013 | Jun. 02, 2012 | Jun. 04, 2012 | Jun. 02, 2010 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 08, 2013 | |
4. Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | $146,864 | $21,000 | $4,500,000 | $0.00 | $0.05 | $210,000 | ' | $145,943 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | 420,000 | ' | 5,000,000 | ' | ' | 6,386 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other (in Shares) | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | 47,666 | 2,650,000 | ' |
Shares Issued, Price Per Share (in Dollars per share) | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | $0.00 |
ShareholderOne | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
4. Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' |
ShareholderTwo | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
4. Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | ' | ' | ' | ' | ' | ' | 273,700 | ' | ' |
ShareholderThree | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
4. Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | ' | ' | ' | ' | ' | ' | 27,000 | ' | ' |
5_Loans_Payable_Details_3_Loan
5. Loans Payable (Details) - 3. Loans Payable (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | $27,000 | ' |
Loan1 | ' | ' |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | 25,000 | 38,400 |
Loan2 | ' | ' |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | 7,500 | 7,500 |
Loan3 | ' | ' |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | 56,000 | 56,000 |
Loan4 | ' | ' |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | ' | 75,000 |
Loan5 | ' | ' |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | ' | 45,000 |
Loan6 | ' | ' |
5. Loans Payable (Details) - 3. Loans Payable [Line Items] | ' | ' |
Loan Payable | $115,500 | $221,900 |
6_Convertible_Debentures_Detai
6. Convertible Debentures (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 20 Months Ended | 36 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
Dec. 23, 2013 | Oct. 25, 2013 | Sep. 04, 2013 | Jun. 08, 2013 | Apr. 08, 2013 | Mar. 18, 2013 | Mar. 13, 2013 | Feb. 15, 2013 | Jan. 23, 2013 | Oct. 02, 2012 | Jun. 25, 2012 | Jun. 06, 2012 | Jun. 02, 2012 | Jun. 03, 2012 | Jun. 04, 2012 | Jun. 10, 2012 | Jun. 11, 2012 | Jun. 12, 2012 | Jun. 15, 2012 | 18-May-11 | Jun. 02, 2010 | Jul. 31, 2013 | Aug. 02, 2013 | Aug. 03, 2013 | Jul. 29, 2012 | Jul. 30, 2012 | Jun. 20, 2012 | Aug. 05, 2013 | Jun. 21, 2012 | 18-May-11 | Jun. 25, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jan. 25, 2011 | Sep. 30, 2014 | Sep. 21, 2014 | Apr. 25, 2014 | Mar. 19, 2014 | Mar. 03, 2014 | Jan. 29, 2014 | Jan. 17, 2014 | Nov. 12, 2013 | Oct. 07, 2013 | Oct. 01, 2013 | Aug. 12, 2013 | Jul. 26, 2013 | Dec. 10, 2012 | Mar. 13, 2012 | Sep. 20, 2011 | Jan. 25, 2010 | Dec. 21, 2011 | |
AdditionalCommitment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
6. Convertible Debentures (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $650,000 | ' | ' | ' | ' | $500,000 | ' | ' | $700,000 | ' | ' | $273,700 | $500,000 | $45,000 | $500,000 | ' | ' | ' | $700,000 | ' | ' | $500,000 | ' | ' | $25,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | $41,806 | $43,750 | $11,800 | ' | $1 | ' | ' | ' | $225,000 | $0.08 |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75000.00% | 210000.00% | ' | ' | ' | ' | ' | ' | 0.01% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | 53,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 547,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 547,736 | ' | ' | ' | ' | ' | ' | ' | 538,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,667 | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 284,100 | ' | ' | ' | ' | ' | ' | 2,450,519 | ' | 346,678 | ' | ' | ' | ' | ' | ' | ' | 3,169,531 | ' | ' | ' | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Loss on Derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312,522 | 313,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | ' | ' | ' | 420,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,386 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Owned, Balance, Principal Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt, Fair Value Disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 266,425 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 865,900 | ' | ' | ' | 197,352 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% | ' | 8.00% | ' | 8.00% | 8.00% | 10000000.00% | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease) for Period, Description | ' | ' | ' | '$150,000 | ' | ' | ' | ' | ' | ' | ' | ' | '$150,000 | ' | ' | ' | ' | ' | '$150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | 1,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | 640,000 | 865,900 | ' | ' | 650,000 | ' | ' | ' | ' | ' | ' | ' | 509,600 | 6,521 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | $591,667 | ' | $0.05 | ' | ' | ' | ' | $0.20 | $0.05 | ' | ' | $0.05 | ' | $0.05 | $0.04 | $0.05 | ' | ' | ' | ' | $591,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $533,333 | $0.05 | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 300,000 | ' | 5,000,000 | ' | 300,000 | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | 212,500 | 287,500 | ' | 250,000 | ' | ' | ' | 2,039,583 | ' | 555,556 | ' | ' | 162,500 | ' | ' | ' | ' | ' | ' | ' | ' | 934,166 | 45,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Warrants, Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | $0.20 | $0.20 | ' | ' | ' | ' | ' | ' | ' | $138,889 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | 0.035 | ' | 574,064 | 109,553 | 650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,379 | ' | ' | 16,645 | 1,150,000 | ' | ' | ' | 295,496 | ' | 3,343,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,744,770 | 1,711,361 | ' | ' | ' | ' | ' | 8,158,333 | ' | ' | ' | ' | 732,909 | 20,000 | ' | ' | ' | ' | ' | ' | 66,734 | ' | 4,145,969 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Long-term Debt and Capital Securities, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | 146,864 | ' | 21,000 | 4,500,000 | 0.0005 | ' | ' | ' | ' | 0.05 | ' | 210,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 145,943 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | 69,084 | ' | ' | ' | ' | ' | ' | ' | 694,444 | ' | 210,000 | 284,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,400 | ' | ' | ' | ' | ' | ' | 29,430,719 | 29,430,719 | 941,464 | 941,464 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | 418,939 | ' | ' | ' | ' | ' | ' | ' | 640,000 | ' | ' | ' | ' | ' | ' | 595,788 | ' | ' | ' | 5,278,978 | ' | ' | ' | ' | 250,021 | ' | ' | 509,600 | ' | 6,714,279 | ' | ' | ' | 2,015,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,888,889 | ' | ' | ' | ' | 25,555,556 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,444,444 | ' | ' | ' | 444,294 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Reverse Stock Splits (in Shares) | ' | 80,000 | ' | ' | ' | 21,000 | ' | ' | ' | ' | 739,584 | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' | 6,667 | 25,000,000 | ' | ' | ' | ' | ' | 16,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' |
Unrealized Gain (Loss) on Derivatives | ' | ' | ' | 215,803 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 348,161 | 693,967 | ' | ' | 7,455,797 | ' | 301,678 | ' | ' | 375,964 | ' | ' | ' | ' | ' | ' | -27,685,283 | ' | -4,044,231 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,150,000 | ' | ' | 500,000 | 16,645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 284,100 | ' | ' | 252,373 | ' | ' | ' | ' | ' | ' | ' | 140,400 | ' | 140,400 | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
7_Derivative_Liabilities_Detai
7. Derivative Liabilities (Details) - The table below sets forth a summary of changes in the fair value of the Companybs Level 3 financial (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 08, 2013 | Jun. 06, 2012 | Jun. 15, 2012 | Aug. 02, 2013 | Aug. 05, 2013 | Jun. 25, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 08, 2013 | Jun. 20, 2012 | Jun. 10, 2012 | Jun. 04, 2012 | Jun. 02, 2012 | |
The table below sets forth a summary of changes in the fair value of the Companybs Level 3 financial [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance, | ' | ' | ' | ' | ' | ' | ' | $29,430,719 | $941,464 | $69,084 | $140,400 | $284,100 | $210,000 | $694,444 |
Addition of new derivative liabilities (embedded conversion options) | ' | ' | ' | ' | ' | ' | ' | 14,028,014 | 1,010,478 | ' | ' | ' | ' | ' |
Addition of new derivative liabilities (warrants) | ' | ' | ' | ' | ' | ' | ' | 9,209,794 | 2,134,182 | ' | ' | ' | ' | ' |
Change in fair value of warrants | ' | ' | ' | ' | ' | ' | ' | -627,690 | -364,842 | ' | ' | ' | ' | ' |
Change in fair value of embedded conversion option | ' | ' | ' | ' | ' | ' | ' | 9,128,915 | 4,059,964 | ' | ' | ' | ' | ' |
Conversion of warrants | ' | ' | ' | ' | ' | ' | ' | 3,252,278 | 1,199,995 | ' | ' | ' | ' | ' |
Settlement of embedded conversion options | $418,939 | $640,000 | $595,788 | $5,278,978 | $250,021 | $509,600 | $6,714,279 | ' | $2,015,500 | ' | ' | ' | ' | ' |
7_Derivative_Liabilities_Detai1
7. Derivative Liabilities (Details) - The following table summarizes the change in fair value of derivatives: (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
The following table summarizes the change in fair value of derivatives: [Abstract] | ' | ' |
Fair value of derivative liabilities in excess of note proceeds received | ($627,690) | ($364,842) |
Change in fair value of derivative liabilities during year ended December 31 | ($8,501,225) | ($3,695,122) |
7_Derivative_Liabilities_Detai2
7. Derivative Liabilities (Details) - The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities | 0 Months Ended | 12 Months Ended | ||
Jan. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities [Abstract] | ' | ' | ' | ' |
As at | ' | 0.29 | 2.77 | 1.2 |
As at | ' | 0.10% | 0.27% | 0.12% |
As at | ' | 0.00% | 0.00% | 0.00% |
As at | ' | 0.58 | 1.97 | 0.38 |
At issuance | 246.00% | ' | ' | ' |
At issuance | 0.13% | ' | ' | ' |
0.00% | ' | ' | ' | |
0.75 | ' | ' | ' |
8_Common_Stock_Details
8. Common Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||||||||||||||||
Oct. 25, 2013 | Jun. 08, 2013 | Mar. 18, 2013 | Mar. 13, 2013 | Feb. 15, 2013 | Jun. 25, 2012 | Jun. 06, 2012 | Jun. 02, 2012 | Jun. 04, 2012 | Jun. 02, 2010 | Aug. 05, 2013 | Jul. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 23, 2013 | Sep. 21, 2014 | Aug. 03, 2013 | Jul. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2012 | Jul. 29, 2012 | Jun. 15, 2012 | Jun. 12, 2012 | Mar. 13, 2012 | Sep. 20, 2011 | 18-May-11 | Jan. 25, 2011 | |
Stockholders' Equity Note [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | 500,000,000 | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | 420,000 | ' | 5,000,000 | ' | ' | ' | ' | 6,386 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount (in Dollars) | ' | $146,864 | $21,000 | $4,500,000 | $0.00 | ' | ' | $0.05 | $210,000 | ' | $145,943 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | $0.05 | ' | ' | ' | $591,667 | ' | $0.05 | ' | ' | ' | $0.05 | ' | ' | ' | ' | $0.05 | $0.05 | ' | $533,333 | $0.04 | $0.05 | $0.20 | $0.05 | ' | ' | ' |
Stock Issued During Period, Shares, Reverse Stock Splits | 80,000 | ' | 21,000 | ' | ' | 739,584 | 350,000 | ' | ' | ' | ' | 12,500,000 | 6,667 | 25,000,000 | ' | 16,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure (in Dollars) | $53,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $26,667 | $547,736 | $538,249 |
9_Stock_Purchase_Warrants_Deta
9. Stock Purchase Warrants (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 20 Months Ended | 36 Months Ended | |||||||||||||||||||||||
Dec. 23, 2013 | Oct. 25, 2013 | Oct. 25, 2013 | Sep. 04, 2013 | Apr. 08, 2013 | Mar. 18, 2013 | Feb. 15, 2013 | Jan. 23, 2013 | Oct. 02, 2012 | Jun. 25, 2012 | Jun. 06, 2012 | Jun. 04, 2012 | Jun. 10, 2012 | Jun. 12, 2012 | Aug. 31, 2011 | Apr. 02, 2011 | Jul. 31, 2013 | Aug. 03, 2013 | Jul. 30, 2012 | Jun. 20, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 21, 2014 | Mar. 13, 2013 | Jun. 02, 2012 | |
9. Stock Purchase Warrants (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 300,000 | ' | ' | 5,000,000 | 300,000 | ' | ' | 5,000,000 | ' | ' | ' | 212,500 | 287,500 | 250,000 | ' | ' | 2,039,583 | 555,556 | ' | 162,500 | ' | ' | ' | 934,166 | 45,000 | 5,000,000 | ' | ' | ' |
Investment Warrants, Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | $0.20 | $0.20 | ' | ' | ' | ' | $138,889 | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' |
Professional Fees | $88,445 | $3 | ' | ' | $149,971 | ' | ' | $2,599,801 | ' | ' | ' | ' | ' | ' | $100,000 | $149,971 | ' | ' | ' | ' | $29,655 | ' | $0.00 | ' | $1,154,179 | ' | ' | ' | ' |
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | ' | ' | ' | ' | ' | ' | ' | 31-Dec-08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-08 | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Warrant Issued | ' | ' | ' | ' | ' | ' | 3,249,778 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | 69,084 | ' | ' | ' | ' | ' | ' | 210,000 | 284,100 | ' | ' | ' | ' | ' | ' | 140,400 | ' | 29,430,719 | 29,430,719 | 941,464 | 941,464 | ' | ' | ' | 694,444 |
Other Notes Payable | 7,500 | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share (in Dollars per share) | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' |
Stock Issued During Period, Shares, Reverse Stock Splits (in Shares) | ' | ' | 80,000 | ' | ' | 21,000 | ' | ' | ' | 739,584 | 350,000 | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | 6,667 | 25,000,000 | ' | ' | ' | ' | 16,667 | ' | ' |
StockPurchaseAgreementForJanuary232013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
9. Stock Purchase Warrants (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $649,977 | ' | ' | ' | ' | ' | ' | ' | ' |
9_Stock_Purchase_Warrants_Deta1
9. Stock Purchase Warrants (Details) - A summary of the changes in the Companybs common share purchase warrants is presented below: | 0 Months Ended | 1 Months Ended | 12 Months Ended | 20 Months Ended | |||||||||
Dec. 23, 2013 | Sep. 04, 2013 | Apr. 08, 2013 | Jan. 23, 2013 | Jun. 04, 2012 | Jun. 10, 2012 | Jun. 12, 2012 | Jul. 31, 2013 | Aug. 03, 2013 | Jun. 20, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | |
A summary of the changes in the Companybs common share purchase warrants is presented below: [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance; | 300,000 | 5,000,000 | 300,000 | 5,000,000 | 212,500 | 287,500 | 250,000 | 2,039,583 | 555,556 | 162,500 | 934,166 | 45,000 | 5,000,000 |
Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,934,166 | ' |
' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,000,000 | ' |
10_Commitments_Details
10. Commitments (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 20 Months Ended | 36 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 23, 2013 | Oct. 25, 2013 | Oct. 25, 2013 | Sep. 04, 2013 | Apr. 08, 2013 | Mar. 18, 2013 | Jan. 23, 2013 | Oct. 02, 2012 | Jun. 25, 2012 | Jun. 06, 2012 | Jun. 04, 2012 | Jun. 10, 2012 | Jun. 12, 2012 | Jul. 31, 2013 | Aug. 03, 2013 | Jul. 30, 2012 | Jun. 20, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 21, 2014 | Oct. 20, 2014 | Nov. 12, 2013 | Oct. 14, 2013 | Oct. 07, 2013 | Oct. 01, 2013 | Aug. 02, 2013 | Jul. 26, 2013 | Oct. 14, 2012 | Sep. 30, 2012 | Sep. 10, 2012 | Jul. 29, 2012 | Jun. 11, 2012 | Nov. 10, 2011 | Oct. 14, 2011 | 18-May-11 | Jan. 25, 2010 | |
10. Commitments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation, Due in Next Twelve Months | ' | ' | ' | ' | ' | ' | ' | $20,000 | ' | ' | ' | $8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,250 | $2,250 | ' | $12,000 | ' | ' | ' | ' | $10,000 | ' | $10,000 | ' | ' | $6,000 | $8,000 | ' | ' |
Stock Issued During Period, Shares, Reverse Stock Splits (in Shares) | ' | ' | 80,000 | ' | ' | 21,000 | ' | ' | 739,584 | 350,000 | ' | ' | ' | ' | ' | 12,500,000 | ' | 6,667 | 25,000,000 | ' | ' | ' | ' | 16,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | ' | 155,000 | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,578 | ' | 14,167 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 483,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Professional Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,250 | ' | ' | ' | ' | ' | ' | ' |
General and Administrative Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,750 | ' | 645,186 | ' | 903,278 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Cost and Expense, Operating | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,445 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Officers' Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 264,942 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Warrants, Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | $0.20 | $0.20 | ' | ' | $138,889 | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 300,000 | ' | ' | 5,000,000 | 300,000 | ' | 5,000,000 | ' | ' | ' | 212,500 | 287,500 | 250,000 | 2,039,583 | 555,556 | ' | 162,500 | ' | ' | ' | 934,166 | 45,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | ' | ' | ' | ' | 500,000 | 500,000 | ' | 500,000 | ' | ' | 25,000 | 25,000 | ' | ' | ' | 41,806 | ' | 43,750 | 11,800 | 273,700 | 1 | ' | ' | ' | 45,000 | 500,000 | ' | ' | 700,000 | 225,000 |
EmploymentContract2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
10. Commitments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation, Due in Next Twelve Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | $6,000 | ' | ' | ' |
10_Commitments_Details_During_
10. Commitments (Details) - During the year ended December 31, 2012, the Company entered into two leases for the provis (USD $) | Dec. 31, 2019 |
During the year ended December 31, 2012, the Company entered into two leases for the provis [Abstract] | ' |
Fiscal year ending December 31, 2014 | $51,652 |
Fiscal year ending December 31, 2015 | 53,645 |
Fiscal year ending December 31, 2016 | 55,634 |
Fiscal year ending December 31, 2017 | 57,631 |
Fiscal year ending December 31, 2018 | 59,624 |
Fiscal year ending December 31, 2019 | 15,280 |
$293,466 |
11_Subsequent_Events_Details
11. Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 20 Months Ended | 36 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 23, 2013 | Oct. 25, 2013 | Oct. 07, 2013 | Sep. 04, 2013 | Apr. 08, 2013 | Jan. 23, 2013 | Oct. 02, 2012 | Jun. 04, 2012 | Jun. 10, 2012 | Jun. 12, 2012 | Aug. 31, 2011 | Apr. 02, 2011 | Jul. 31, 2013 | Aug. 03, 2013 | Jun. 20, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 21, 2014 | Apr. 25, 2014 | Mar. 19, 2014 | Mar. 03, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Jan. 17, 2014 | Nov. 12, 2013 | Oct. 01, 2013 | Aug. 12, 2013 | Aug. 02, 2013 | Jul. 26, 2013 | Jun. 08, 2013 | Jul. 30, 2012 | Jul. 29, 2012 | Jun. 15, 2012 | Jun. 11, 2012 | Jun. 06, 2012 | Jun. 02, 2012 | 18-May-11 | Jan. 25, 2010 | |
Subsequent Events [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | $43,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | $500,000 | ' | $25,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | $41,806 | $11,800 | ' | $273,700 | $1 | ' | $500,000 | $45,000 | ' | $500,000 | $650,000 | ' | $700,000 | $225,000 |
Stock Repurchased During Period, Shares (in Shares) | ' | ' | 0.0005 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | ' | 155,000 | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,578 | ' | 14,167 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | 0.0005 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,578 | ' | -21,203 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Professional Fees | 88,445 | 3 | ' | ' | 149,971 | 2,599,801 | ' | ' | ' | ' | 100,000 | 149,971 | ' | ' | ' | 29,655 | 0.0005 | ' | 1,154,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 150,000 | 50,000 | 6,000 | 50,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | ' | 8.00% | 8.00% | ' | ' | ' | ' | ' | 10.00% | 10000000.00% | 8.00% | 10.00% | ' | 10.00% | 10.00% | 10.00% | ' |
Common Stock, Shares Authorized (in Shares) | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized (in Shares) | 0.0005 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,550,000 | 3,550,000 | 3,550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | $350,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 300,000 | ' | ' | 5,000,000 | 300,000 | 5,000,000 | ' | 212,500 | 287,500 | 250,000 | ' | ' | 2,039,583 | 555,556 | 162,500 | ' | ' | 934,166 | 45,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |