Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ecoark Holdings, Inc. |
Entity Central Index Key | 1,437,491 |
Amendment Flag | false |
Document Type | S1 |
Document Period End Date | Dec. 31, 2015 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 45,870 | $ 25,127 |
Accounts receivable | $ 10,513 | 185,455 |
Prepaid expense | 1,417 | |
Total current assets | $ 56,383 | 211,999 |
Fixed assets, net | 311 | 623 |
OTHER ASSETS | ||
License with related party, net of accumulated amortization | 83,183 | 118,833 |
Total other assets | 83,183 | 118,833 |
TOTAL ASSETS | 139,877 | 331,455 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 682,029 | 578,810 |
Current portion of Original Issue Discount Senior Secured Convertible Promissory Note, net of discount | 2,400,000 | 2,400,000 |
Total current liabilities | 3,082,029 | 2,978,810 |
TOTAL LIABILITIES | 3,082,029 | 2,978,810 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value, 75,000,000 shares authorized, 47,434,231 and 39,727,316 shares issued and outstanding | 47,434 | 39,727 |
Additional paid-in capital | 2,491,804 | 2,228,367 |
Additional paid-in capital - warrants | 962,297 | 962,297 |
Accumulated deficit | (6,443,687) | (5,877,746) |
Total stockholders' deficit | (2,942,152) | (2,647,355) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 139,877 | $ 331,455 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 47,434,231 | 39,727,316 |
Common stock, shares outstanding | 47,434,231 | 39,727,316 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUE - net | $ 159,882 | $ 218,270 |
COST OF REVENUES | 102,069 | 135,356 |
GROSS PROFIT | 57,813 | 82,914 |
OPERATING EXPENSES | ||
Indirect and administrative labor | 160,483 | 198,800 |
Professional fees | 150,179 | 138,260 |
Depreciation and amortization expense | 35,962 | 35,962 |
General and administrative | 37,145 | 43,629 |
Total operating expenses | 383,769 | 416,651 |
OTHER (INCOME) EXPENSE | ||
Interest expense | 239,985 | 239,981 |
Total other (income) expense | 239,985 | 239,981 |
LOSS BEFORE PROVISION FOR INCOME TAXES | $ (565,941) | $ (573,718) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (565,941) | $ (573,718) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 42,982,899 | 37,469,963 |
NET LOSS PER SHARE | $ (0.01) | $ (0.02) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity Deficit - USD ($) | Total | Common Stock | Additional Paid-in Capital | Additional Paid In Capital - Warrants | Accumulated Deficits |
Balance at Dec. 31, 2013 | $ (2,350,321) | $ 33,836 | $ 1,957,574 | $ 962,297 | $ (5,304,028) |
Balance (shares) at Dec. 31, 2013 | 33,835,268 | ||||
Common shares issued for payment of interest | 240,000 | $ 5,636 | $ 234,364 | ||
Common shares issued for payment of interest, shares | 5,636,597 | ||||
Common shares issued for services rendered | 9,000 | $ 255 | $ 8,745 | ||
Common shares issued for services rendered, shares | 255,451 | ||||
Stock based compensation | 27,684 | $ 27,684 | |||
Net loss | (573,718) | $ (573,718) | |||
Balance at Dec. 31, 2014 | (2,647,355) | $ 39,727 | $ 2,228,367 | $ 962,297 | $ (5,877,746) |
Balance (shares) at Dec. 31, 2014 | 39,727,316 | ||||
Common shares issued for payment of interest | $ 240,000 | $ 7,707 | $ 232,293 | ||
Common shares issued for payment of interest, shares | 7,706,915 | ||||
Common shares issued for services rendered | |||||
Common shares issued for services rendered, shares | |||||
Stock based compensation | $ 31,144 | $ 31,144 | |||
Net loss | (565,941) | $ (565,941) | |||
Balance at Dec. 31, 2015 | $ (2,942,152) | $ 47,434 | $ 2,491,804 | $ 962,297 | $ (6,443,687) |
Balance (shares) at Dec. 31, 2015 | 47,434,231 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (565,941) | $ (573,718) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 35,962 | 35,962 |
Stock based compensation | $ 31,144 | 27,684 |
Common stock issued for services rendered | 9,000 | |
Common stock issued for payment of interest | $ 240,000 | 240,000 |
Change in assets and liabilities: | ||
Decrease in accounts receivable | 174,942 | $ 41,170 |
Decrease in prepaid expenses | 1,417 | |
Increase in accounts payable and accrued expenses | 103,219 | $ 126,857 |
Total adjustments | 586,684 | 480,673 |
Net cash provided by (used in) operating activities | 20,743 | (93,045) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 20,743 | (93,045) |
CASH - BEGINNING OF YEAR | 25,127 | 118,172 |
CASH - END OF YEAR | $ 45,870 | $ 25,127 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | $ 912 | $ 1,222 |
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Stock issued for services rendered | 9,000 | |
Stock issued for payment of interest | $ 240,000 | 240,000 |
Stock based compensation | $ 31,144 | $ 27,684 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Magnolia Solar Corporation (the “Registrant”) through its wholly-owned subsidiary, Magnolia Solar, Inc. (“Magnolia Solar” and together with the Registrant, “we,” “our,” “us,” or the “Company”) is focused on developing and commercializing thin film solar cell technologies that employ nanostructured materials and designs. The Company is pioneering the development of thin film, high efficiency solar cells for applications such as power generation for electrical grids as well as for local applications, including lighting, heating, traffic control, irrigation, water distillation, and other residential, agricultural and commercial uses. The Company’s technology takes multiple approaches to bringing cell efficiencies close to those realized in silicon based solar cells while also lowering manufacturing costs. The technology uses a different composition of materials than those used by competing thin film cell manufacturers; incorporates additional layers of material to absorb a wider spectrum of light; uses inexpensive substrate materials, such as glass and polymers, lowering the cost of the completed cell compared to silicon based solar cells; and is based on non-toxic materials that do not have adverse environmental effects. Since 2010, the Company filed a series of U.S. utility patents relating to the technologies under development. Reverse Merger On November 19, 2007, the Registrant, formerly known as Mobilis Relocation Services, Inc. (“Mobilis”), was organized under the laws of the State of Nevada. Mobilis formed Magnolia Solar Acquisition Corp., a wholly-owned subsidiary incorporated in the State of Delaware. Mobilis filed a Certificate of Change to its Articles of Incorporation in order to affect a forward split of the number of authorized shares of common stock which they were authorized to issue, and of the then issued and outstanding shares in a ratio of 1.3157895:1. The forward split occurred in February 2010. All share and per share amounts have been reflected herein post-split. On December 31, 2009, Mobilis entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Magnolia Solar, Inc., a privately held Delaware corporation incorporated on January 8, 2008, and Magnolia Solar Acquisition Corp. (“Acquisition Sub”). Upon closing of the transaction, under the Merger Agreement, Acquisition Sub merged with and into Magnolia Solar, and Magnolia Solar, as the surviving corporation, became a wholly-owned subsidiary of Mobilis. Thereafter, Mobilis changed its name to Magnolia Solar Corporation. The transaction was accounted for as a reverse merger, and the historical financial information is that of Magnolia Solar, Inc. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has been generating revenues from various development contracts with governmental agencies; however the Company has generated losses totaling $565,941 and $573,718 for the years ended December 31, 2015 and 2014, respectively. While the Company raised funds in a private placement that it consummated in 2009 (raising $990,000 in $2,660,000 of Original Issue Discount Senior Secured Convertible Promissory Notes (the “2009 Notes”)), at December 31, 2015 and December 31, 2014, it had cash of $45,870 and $25,127, respectively, and will need to raise additional funds to carry out its business plan. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations. On December 29, 2011, the 2009 Notes in the aggregate principal amount of $2,660,000 were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $260,000 converted into an aggregate of 1,040,000 shares of common stock of the Company at an adjusted conversion price of $0.25 per share, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2011 to December 31, 2012 and 2009 Notes in the aggregate principal amount of the remaining $400,000 were amended to extend the maturity date from December 31, 2011 to December 31, 2013, (iii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to adjust the conversion price of such notes from $1.00 per share to $0.25 per share, (iv) 2009 Notes in the aggregate principal amount of $400,000 were amended to provide that such notes shall, from January 1, 2012 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, (v) an aggregate of 1,300,000 shares of common stock of the Company were issued to certain holders of the 2009 Notes, and (vi) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $1.25 per share to $0.50 per share. On December 21, 2012 and June 27, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2012 to December 31, 2013, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to provide that such notes shall, from January 1, 2013 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, and (iii) the exercise price of warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.50 per share to $0.25 per share. On December 29 and 31, 2013, the 2009 Notes as described in the preceding paragraphs were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,400,000 were amended to extend the maturity dates from December 31, 2013 to December 31, 2014, and (ii) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.25 per share to $0.10 per share. Additionally, the Company also agreed to extend the expiration date of the warrants to purchase an aggregate of 2,660,000 shares of common stock from December 31, 2014 to December 31, 2016. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. If the Company were to default on its indebtedness, then holders of the notes may foreclose on the debt and seize the Company's assets which may force the Company to suspend or cease operations altogether. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. On January 29, 2016, the Company entered into a Merger Agreement with Ecoark, Inc. ("Ecoark") providing, among other things, for the acquisition of Ecoark by the Company in a share for share exchange pursuant to which it is contemplated that at the closing Ecoark shareholders will own approximately 95% of the outstanding shares of the Company. The Company filed a preliminary 14A Proxy Statement informing its shareholders of the Company’s intent to hold a shareholder meeting in order to vote on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc., the approval of which are conditions to closing the merger with Ecoark. Subject to the approval of the Company’s shareholders, it is anticipated that the merger will be completed in March 2016. Should the Company fail to complete the merger, the Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity or debt that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company may suspend or cease operations altogether. The development of renewable energy and energy efficiency marks a new era of energy exploration in the United States. The Company continues to explore low cost alternatives for energy solutions which are in line with United States government initiatives for renewable energy sources. The Company hopes that these factors will mitigate the current unstable factors in the United States economy. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Accounting The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities at December 31, 2015 as follows: Name of consolidated State or other Date of incorporation Attributable interest Magnolia Solar Inc. Delaware, U.S.A. January 8, 2008 100 % All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable For financial reporting, current earnings are charged and an allowance is credited with a provision for doubtful accounts based on experience. Accounts deemed uncollectible are charged against this allowance. Receivables are reported on the balance sheet net of such allowance. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The Company believes no allowance for doubtful accounts is necessary at December 31, 2015 or December 31, 2014. Property and Equipment Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives (from three to seven years). Additions, renewals, and betterments, unless of a minor amount, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Impairment of Long-Lived Assets The Company reviews their recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company’s management has determined that the fair value of long-lived assets exceeds the book value and thus no impairment charge is necessary as of December 31, 2015 or December 31, 2014. Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. Revenue Recognition Revenue is recognized from private and public sector contracts that are time and material type contracts. These revenues are recognized in accordance with ASC 605, Revenue Recognition The Company assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all other revenue recognition requirements are met. The Company's standard payment terms are net 30 days. Payments that extend beyond 30 days from the contract date but that are due within twelve months are generally deemed to be fixed or determinable based on the Company's successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. Revenue from inception to December 31, 2015 has been primarily from research and development grants or contracts to develop solar cells using the Company’s technology. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2015 or December 31, 2014. Uncertainty in Income Taxes The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2012 to 2014 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year. Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS: December 31, December 31, 2015 2014 Net loss ($ 565,941 ) ($ 573,718 ) Weighted-average common shares outstanding (Basic) 42,982,899 37,469,963 Weighted-average common stock Equivalents Stock options 2,450,000 1,730,355 Warrants 3,785,300 3,785,300 Weighted-average common shares outstanding (Diluted) 49,218,199 42,985,618 Stock based compensation The Company applies ASC No. 718 and ASC Subtopic No. 505-50, Equity-Based Payments to Non Employees Recently Issued Accounting Standards During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date of this ASU was subsequently changed with the issuance of ASU 2015-14 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | Note 3 - Stockholders’ Deficit The Company has 75,000,000 shares of common stock, par value of $0.001 per share authorized. Shares Prior to the Reverse Merger as discussed in Note 1, the Company issued 4,473,686 shares of common stock between January and March 2008 at prices ranging from $0.01 to $0.02 per share for a total of $53,000 cash. In accordance with the Reverse Merger, the Company cancelled 1,973,684 shares of common stock and issued 21,330,000 shares to the former shareholders of Magnolia Solar, Inc. As a result of these transactions, as of December 31, 2009, there were 23,830,000 shares of common stock issued and outstanding. The Company effectuated a 1.3157895:1 forward stock split in February 2010, in accordance with the Merger Agreement which resulted in 23,830,000 shares of common stock issued and outstanding. In February 2014, the Company issued 1,048,950 shares of common stock at its fair value price ($0.06 per share) in lieu of interest payment for a value of $60,000. In March 2014, the Company issued 94,737 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.05 per share. In April 2014, the Company issued 2,068,965 shares of common stock at its fair value price ($0.03 per share) in lieu of interest payment for a value of $60,000. In April 2014, the Company issued 160,714 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.03 per share. In August 2014, the Company issued 1,318,682 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $60,000. In October 2014, the Company issued 1,200,000 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $60,000. In March 2015, the Company issued 1,195,219 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $60,000. In April 2015, the Company issued 1,534,526 shares of common stock at its fair value price ($0.04 per share) in lieu of interest payment for a value of $60,000. In July 2015, the Company issued 1,643,837 shares of common stock at its fair value price ($0.04 per share) in lieu of interest payment for a value of $60,000. In October 2015, the Company issued 3,333,333 shares of common stock at its fair value price ($0.02 per share) in lieu of interest payment for a value of $60,000. As of December 31, 2015, the Company had 47,434,231 shares issued and outstanding. Warrants Following the closing of the Reverse Merger in December 2009, the Company issued five-year callable warrants (the “2009 Warrants”) to purchase an aggregate of 2,660,000 shares of common stock exercisable at $1.25 per share to investors in a private placement (the “2009 Private Placement”) and further issued seven year placement agent warrants to purchase an aggregate of 725,300 shares of common stock exercisable at $1.05 per share. On December 29, 2011, the exercise price of both the 2009 Warrants and placement agent warrants was reduced to $0.50 per share. On December 21, 2012, the exercise price of the 2009 Warrants and placement agent warrants were reduced to $0.25 per share. On December 23, 2013, the exercise price of the 2009 Warrants and placement agent warrants were further reduced to $0.10 per share. Additionally, the Company also agreed to extend the expiration date of the 2009 Warrants from December 31, 2014 to December 31, 2016. On August 15, 2011, the Company issued 400,000 warrants for public relations services. The warrants vest immediately, and are for a term of 5 years with a strike price of $0.50 per share. The warrants have been valued at $59,534 and are reflected in the consolidated financial statements for the year ended December 31, 2014. As of December 31, 2015, the following warrants are outstanding: Balance – December 31, 2008 - - Issued – in the 26.6 units 2,660,000 $ 0.10 Issued – to Placement Agent 725,300 $ 0.10 Balance – December 31, 2009 3,385,300 $ 0.10 Balance – December 31, 2010 3,385,300 $ 0.10 Issued – for public relations 400,000 $ 0.50 Balance – December 31, 2011 3,785,300 $ 0.14 Balance – December 31, 2012 3,785,300 $ 0.14 Balance – December 31, 2013 3,785,300 $ 0.14 Balance – December 31, 2014 3,785,300 $ 0.14 Balance – December 31, 2015 3,785,300 $ 0.14 Stock Options In May 2014, the Company granted 2,450,000 shares of common stock under the 2013 Incentive Stock Option Plan. Under the 2013 Plan, the Company may grant options to purchase up to 5,500,000 shares of common stock to be granted to Company employees, officers, directors, consultants and advisors. The vesting provisions, exercise price and expiration dates will be established by the Board of Directors (the "Board") of the Company at the date of grant, but incentive stock options may be subject to earlier termination, as provided in the 2013 Plan. As of December 31, 2015, there were 2,335,709 shares available for future grant. The fair value of each option grant was estimated on the date of grant using the Black-Scholes Expected volatility was calculated based upon the company’s observed median volatility. The risk-free interest rate assumption is based upon the United States Treasury Bond yield curve in effect at the time of grant for instruments with a similar expected life. The Company recognized compensation cost related to stock-based compensation in the amount of $31,144, for the year ended December 31, 2015. The Company has not recognized any tax benefits or deductions related to the effects of employee stock-based compensation. In addition, as of December 31, 2015, approximately $10,382 was related to non-vested options which will be recognized over a weighted-average period of approximately 3.42 years. No options were exercised under all share-based compensation arrangements for the period ending December 31, 2015. The following is a summary of stock option activity under the Company's stock option plan: Number of Options/Shares Range of Exercise Prices Weighted- Average Exercise Price Outstanding as of December 31, 2014 2,450,000 $ 0.05 $ 0.05 Options granted - $ 0.00 $ 0.00 Options exercised - $ 0.00 $ 0.00 Options forfeited/expired/cancelled - $ 0.00 $ 0.00 Outstanding as of December 31, 2015 2,450,000 $ 0.05 $ 0.05 Exercisable as of December 31, 2015 2,082,500 $ 0.05 $ 0.05 Exercisable as of December 31, 2014 980,000 $ 0.05 $ 0.05 Information about stock options outstanding as of December 31, 2015 is as follows: Exercise Price Number of Weighted-Average Number of $ 0.05 2,450,000 3.42 2,082,500 2,450,000 3.42 2,082,500 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment Property and equipment consisted of the following at December 31, 2015 and December 31, 2014: December 31, December 31, 2015 2014 Office equipment and computers $ 6,106 $ 6,106 Furniture and fixtures 2,182 2,182 8,288 8,288 Accumulated depreciation (7,977 ) (7,665 ) $ 311 $ 623 The Company incurred $312 and $312, respectively, in depreciation expense for the periods ended December 31, 2015 and 2014. |
License Agreement with Related
License Agreement with Related Party | 12 Months Ended |
Dec. 31, 2015 | |
License Agreement with Related Party [Abstract] | |
License Agreement with Related Party | Note 5 - License Agreement with Related Party The Company has entered into a 10-year, renewable, exclusive license with Magnolia Optical Technologies, Inc. (“Magnolia Optical”) on April 30, 2008 for the exclusive rights of the technology related to the application of Optical’s solar cell technology. Magnolia Optical shares common ownership with the Company. The Company is amortizing the license fee of $356,500 over the 120 month term of the Agreement. Accumulated amortization as of December 31, 2015 and December 31, 2014 was $273,317 and $237,667, respectively. Amortization expense for each of the years ended December 31, 2015 and 2014 was $35,650, respectively. The Company’s management has determined that the fair value of the license exceeds the book value and thus no further impairment or amortization is necessary as of December 31, 2015 or December 31, 2014. |
Original Issue Discount Senior
Original Issue Discount Senior Secured Convertible Promissory Note | 12 Months Ended |
Dec. 31, 2015 | |
Original Issue Discount Senior Secured Convertible Promissory Note [Abstract] | |
Original Issue Discount Senior Secured Convertible Promissory Note | Note 6 – Original Issue Discount Senior Secured Convertible Promissory Note Original Notes Following the closing of the Reverse Merger in December 2009, the Company issued 26.6 units in the 2009 Private Placement consisting of an aggregate of $2,660,000 of 2009 Notes and 2009 Warrants exercisable into an aggregate of 2,660,000 shares of common stock exercisable at $1.25 per share, for $50,000 per unit for aggregate proceeds to the Company of $990,000. In addition, placement agent warrants to purchase an aggregate of 725,300 shares of common stock exercisable at $1.05 per share were issued. The 2009 Notes are secured by a first-priority security interest in the assets of the Company. Holders of the 2009 Notes and warrants issued in the 2009 Private Placement also have the right to “piggyback” registration of the shares underlying the 2009 Notes and warrants. Prior to the amendment and restatement of the 2009 Notes, the 2009 Notes were originally due December 31, 2011 and convertible at the option of the holder, into shares of the Company’s common stock at an initial conversion rate of $1.00 per share. Amended Notes On December 29, 2011, the Company entered into amendment agreements with holders of the 2009 Notes and 2009 Warrants. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $260,000 were converted into an aggregate of 1,040,000 shares of common stock of the Company at an adjusted conversion price of $0.25 per share, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2011 to December 31, 2012 and 2009 Notes in the aggregate principal amount of the remaining $400,000 were amended to extend the maturity date from December 31, 2011 to December 31, 2013, (iii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to adjust the conversion price of such notes from $1.00 per share to $0.25 per share, (iv) 2009 Notes in the aggregate principal amount of $400,000 were amended to provide that such notes shall, from January 1, 2012 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, (v) an aggregate of 1,300,000 shares of common stock of the Company were issued to certain holders of the 2009 Notes, and (vi) the exercise price of warrants to purchase an aggregate of 3,385,000 shares of common stock was adjusted from $1.25 per share to $0.50 per share. On December 21, 2012 and on June 27, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2012 to December 31, 2013, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to provide that such notes shall, from January 1, 2013 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, and (iii) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.50 per share to $0.25 per share. Upon amendment of the notes, interest was calculated on the entire $2,400,000 of promissory notes at a rate of 10% per year. Interest expense was accrued in the amount of $60,000 per quarter and shares are issued in lieu of cash payments. On December 29 and 31, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,400,000 were amended to extend the maturity dates from December 31, 2013 to December 31, 2014, (ii) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.25 per share to $0.10 per share. Additionally, the Company also agreed to extend the expiration date of the warrants to purchase an aggregate of 2,660,000 shares of common stock from December 31, 2014 to December 31, 2016. As of December 31, 2015, the Company issued 18,794,940 shares of its common stock in lieu of interest payments in the aggregate of $700,000 relating to the 2009 Notes in the aggregate principal of $2,400,000. As of December 31, 2015, the entire $2,400,000 balance of the amended 2009 Notes remains outstanding. In the transaction, the Company recognized a discount of $1,670,000 which was amortized over the original life of the 2009 Notes. The discount represented the original issue discount. In addition, the Company determined that the value of the warrants in the transaction of $412,830 as a discount to the 2009 Notes. This discount was being amortized as well over the original life of the 2009 Notes. The 2009 Notes mature on June 30, 2016 (these notes were extended on January 29, 2016 and will convert to equity if the merger is completed - see Note 11). As of December 31, 2015, $2,400,000 of the 2009 Notes are classified as a current liability and the amounts have not been repaid as of the issuance of these financial statements. The modifications made to the debt instruments did not constitute a material modification under ASC 470-50. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Provision for Income Taxes [Abstract] | |
Provision for Income Taxes | Note 7 – Provision for Income Taxes Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. As of December 31, 2015, there is no provision for income taxes, current or deferred. December 31, 2015 Net operating losses $ 1,371,196 Valuation allowance (1,371,196 ) $ - At December 31, 2015, the Company had a net operating loss carry forward in the amount of approximately $4,000,000 available to offset future taxable income through 2035. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the years ended December 31, 2015 and 2014 is summarized below. Federal statutory rate (34.0 )% State income taxes, net of federal 0.0 Valuation allowance 34.0 0.0 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Office Lease The Company leases office facilities located in Woburn, MA under a lease agreement that expires December 30, 2016. The Company leased additional office facilities at a second location in Albany, NY under a lease agreement that was canceled effective October 31, 2015. Rent expense for the Company’s facilities for the years ended December 31, 2015 and December 31, 2014 totaled $15,009 and $18,143, respectively. The future minimum lease payments due under the above mentioned non-cancelable lease agreement is as follows: Year ending December 31, 2016 $ 4,212 $ 4,212 Contract Related Fees As part of the contract to develop its products, the Company has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by the contractor have been repaid, or 15 years, whichever comes first. As of December 31, 2015, the Company has $1,251,885 of contract related expenses, all of which will be owed to the contractor, contingent upon the sale of the Company’s product. No liability is accrued since no sales have occurred. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | Note 9 - Concentration of Credit Risk The Company maintains its cash in one bank deposit account, which at times may exceed the federally insured limits of $250,000 that exist through December 31, 2015. At December 31, 2015, the Company did not have any uninsured deposits. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit based on the customers’ financial conditions. The Company does not require collateral or other security to support customer receivables. Credit losses, when realized, have been within the range of management’s expectations. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers. December 31, 2015 December 31, 2014 Concentrations in accounts receivable: Customer A 100 % * Customer B * 60 % Customer C * 40 % December 31, 2015 December 31, 2014 Concentrations in net revenue: Customer A 93 % 90 % * Customer did not exceed 10% for the respective year. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 assets consist of cash and cash equivalents. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial assets and liabilities measured at fair value on a recurring basis are summarized below: December 31, 2015 Level 1 Level 2 Level 3 Total Cash $ 45,870 $ - $ - $ 45,870 Total assets $ 45,870 $ - $ - $ 45,870 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 December 31, 2014 Level 1 Level 2 Level 3 Total Cash $ 25,127 $ - $ - $ 25,127 Total assets $ 25,127 $ - $ - $ 25,127 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 Original Issue Discount Senior Balance, January 1, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Conversion of notes to common stock - Balance, December 31, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Balance, December 31, 2015 $ 2,400,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events On January 19, 2016, the Company issued 1,570,681 shares of common stock for payment in lieu of cash of interest equal to $60,000. On January 29, 2016, the Company entered into a Merger Agreement with Ecoark providing, among other things, for the acquisition of Ecoark by the Company in a share for share exchange pursuant to which it is contemplated that at the closing Ecoark shareholders will own approximately 95% of the outstanding share of the Company. The Company filed a 14A and is awaiting approval from the SEC on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc. Upon approval by the SEC, it is anticipated that the merger will be completed in March 2016. On January 29, 2016, the Company entered into an agreement with holders of the Notes Payable as mentioned in Note 6 to extend the term of the note to June 30, 2016. The notes will convert to equity if the merger is completed. Management has evaluated subsequent events for the disclosure and/or recognition in the financial statements through the date that the financial statements were available to be issued, which date is February 26, 2016. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. |
Principles of Consolidation | Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities at December 31, 2015 as follows: Name of consolidated State or other Date of incorporation Attributable interest Magnolia Solar Inc. Delaware, U.S.A. January 8, 2008 100 % All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable For financial reporting, current earnings are charged and an allowance is credited with a provision for doubtful accounts based on experience. Accounts deemed uncollectible are charged against this allowance. Receivables are reported on the balance sheet net of such allowance. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The Company believes no allowance for doubtful accounts is necessary at December 31, 2015 or December 31, 2014. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives (from three to seven years). Additions, renewals, and betterments, unless of a minor amount, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews their recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company’s management has determined that the fair value of long-lived assets exceeds the book value and thus no impairment charge is necessary as of December 31, 2015 or December 31, 2014. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. |
Revenue Recognition | Revenue Recognition Revenue is recognized from private and public sector contracts that are time and material type contracts. These revenues are recognized in accordance with ASC 605, Revenue Recognition The Company assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all other revenue recognition requirements are met. The Company's standard payment terms are net 30 days. Payments that extend beyond 30 days from the contract date but that are due within twelve months are generally deemed to be fixed or determinable based on the Company's successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. Revenue from inception to December 31, 2015 has been primarily from research and development grants or contracts to develop solar cells using the Company’s technology. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2015 or December 31, 2014. |
Uncertainty in Income Taxes | Uncertainty in Income Taxes The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2012 to 2014 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS: December 31, December 31, 2015 2014 Net loss ($ 565,941 ) ($ 573,718 ) Weighted-average common shares outstanding (Basic) 42,982,899 37,469,963 Weighted-average common stock Equivalents Stock options 2,450,000 1,730,355 Warrants 3,785,300 3,785,300 Weighted-average common shares outstanding (Diluted) 49,218,199 42,985,618 |
Stock based compensation | Stock based compensation The Company applies ASC No. 718 and ASC Subtopic No. 505-50, Equity-Based Payments to Non Employees |
Recently Issued Accounting Standards | Recently Issued Accounting Standards During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date of this ASU was subsequently changed with the issuance of ASU 2015-14 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of all accounts of the entities | Name of consolidated State or other Date of incorporation Attributable interest Magnolia Solar Inc. Delaware, U.S.A. January 8, 2008 100 % |
Schedule of reconciliation of the computation for basic and diluted EPS | December 31, December 31, 2015 2014 Net loss ($ 565,941 ) ($ 573,718 ) Weighted-average common shares outstanding (Basic) 42,982,899 37,469,963 Weighted-average common stock Equivalents Stock options 2,450,000 1,730,355 Warrants 3,785,300 3,785,300 Weighted-average common shares outstanding (Diluted) 49,218,199 42,985,618 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | |
Schedule of outstanding warrants | Balance – December 31, 2008 - - Issued – in the 26.6 units 2,660,000 $ 0.10 Issued – to Placement Agent 725,300 $ 0.10 Balance – December 31, 2009 3,385,300 $ 0.10 Balance – December 31, 2010 3,385,300 $ 0.10 Issued – for public relations 400,000 $ 0.50 Balance – December 31, 2011 3,785,300 $ 0.14 Balance – December 31, 2012 3,785,300 $ 0.14 Balance – December 31, 2013 3,785,300 $ 0.14 Balance – December 31, 2014 3,785,300 $ 0.14 Balance – December 31, 2015 3,785,300 $ 0.14 |
Summary of stock option activity under the Company's stock option plan | Number of Options/Shares Range of Exercise Prices Weighted- Average Exercise Price Outstanding as of December 31, 2014 2,450,000 $ 0.05 $ 0.05 Options granted - $ 0.00 $ 0.00 Options exercised - $ 0.00 $ 0.00 Options forfeited/expired/cancelled - $ 0.00 $ 0.00 Outstanding as of December 31, 2015 2,450,000 $ 0.05 $ 0.05 Exercisable as of December 31, 2015 2,082,500 $ 0.05 $ 0.05 Exercisable as of December 31, 2014 980,000 $ 0.05 $ 0.05 |
Schedule of stock options outstanding | Exercise Price Number of Weighted-Average Number of $ 0.05 2,450,000 3.42 2,082,500 2,450,000 3.42 2,082,500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, 2015 2014 Office equipment and computers $ 6,106 $ 6,106 Furniture and fixtures 2,182 2,182 8,288 8,288 Accumulated depreciation (7,977 ) (7,665 ) $ 311 $ 623 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Provision for Income Taxes [Abstract] | |
Schedule of provision for income taxes, current or deferred | December 31, 2015 Net operating losses $ 1,371,196 Valuation allowance (1,371,196 ) $ - |
Schedule of effective tax rate as a percentage of income before taxes and federal statutory rate | Federal statutory rate (34.0 )% State income taxes, net of federal 0.0 Valuation allowance 34.0 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum lease payments due under non-cancelable lease agreements | Year ending December 31, 2016 $ 4,212 $ 4,212 |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Concentration of Credit Risk [Abstract] | |
Schedule of company performs periodic credit evaluations of its customers | December 31, 2015 December 31, 2014 Concentrations in accounts receivable: Customer A 100 % * Customer B * 60 % Customer C * 40 % December 31, 2015 December 31, 2014 Concentrations in net revenue: Customer A 93 % 90 % * Customer did not exceed 10% for the respective year. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | December 31, 2015 Level 1 Level 2 Level 3 Total Cash $ 45,870 $ - $ - $ 45,870 Total assets $ 45,870 $ - $ - $ 45,870 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 December 31, 2014 Level 1 Level 2 Level 3 Total Cash $ 25,127 $ - $ - $ 25,127 Total assets $ 25,127 $ - $ - $ 25,127 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 |
Schedule of original issue discount secured convertible promissory notes | Original Issue Discount Senior Balance, January 1, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Conversion of notes to common stock - Balance, December 31, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Balance, December 31, 2015 $ 2,400,000 |
Organization and Nature of Bu26
Organization and Nature of Business (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 29, 2013 | Dec. 21, 2012 | Dec. 29, 2011 | |
Debt Instrument [Line Items] | |||||||
Ratio of forward stock splits issued and outstanding shares | 1.3157895:1 | ||||||
Net loss | $ (565,941) | $ (573,718) | |||||
Cash | 45,870 | $ 25,127 | $ 118,172 | ||||
Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of private placement | $ 990,000 | ||||||
Aggregate principal amount of 2009 notes | $ 2,400,000 | $ 2,000,000 | $ 2,660,000 |
Organization and Nature of Bu27
Organization and Nature of Business (Details Textual 1) | 1 Months Ended | ||||||
Jan. 29, 2016 | Dec. 29, 2013USD ($)$ / shares$ / warrantshares | Dec. 21, 2012USD ($)Tradingdays$ / shares$ / warrantshares | Dec. 29, 2011USD ($)Tradingdays$ / shares$ / warrantshares | Feb. 28, 2010 | Dec. 31, 2015USD ($) | Dec. 31, 2009$ / shares | |
Debt Instrument [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 1.05 | ||||||
Reduction in exercise price of warrants | $ / warrant | 0.25 | ||||||
Ratio of forward stock splits issued and outstanding shares | 1.3157895:1 | ||||||
Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Business acquisition, ownership percentage | 95.00% | ||||||
Merger agreement, Description | The Company filed a 14A and is awaiting approval from the SEC on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc. Upon approval by the SEC, it is anticipated that the merger will be completed in March 2016. | ||||||
Ratio of forward stock splits issued and outstanding shares | 1 for 250 | ||||||
Warrant | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 0.25 | $ 0.5 | $ 1.25 | ||||
Reduction in exercise price of warrants | $ / warrant | 0.10 | 0.25 | 0.50 | ||||
Number of common stock called by warrants | shares | 3,385,300 | 3,385,300 | 3,385,300 | ||||
Warrant | |||||||
Debt Instrument [Line Items] | |||||||
Number of common stock called by warrants | shares | 2,660,000 | ||||||
Warrants expiration date | Dec. 31, 2014 | ||||||
Warrants extended expiration date | Dec. 31, 2016 | ||||||
Original Issue Discount Senior Secured Convertible Promissory Notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of 2009 notes | $ 2,400,000 | $ 2,000,000 | $ 2,660,000 | ||||
Debt instrument converted amount | $ 260,000 | ||||||
Aggregate principal amount converted into shares | shares | 1,040,000 | ||||||
Debt instrument convertible conversion price | $ / shares | $ 0.25 | ||||||
Debt Instrument, Maturity Date | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Debt instrument extended maturity date | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Debt conversion shares issued | shares | 1,300,000 | ||||||
Interest conversion rate | 90.00% | ||||||
Trading days | Tradingdays | 20 | ||||||
Interest rate on quarterly basis | 10.00% | ||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | ||||||
Aggregate remaining principal amount of 2009 notes | $ 400,000 | ||||||
Debt Instrument, Maturity Date | Dec. 31, 2011 | ||||||
Debt instrument extended maturity date | Dec. 31, 2012 | ||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | ||||||
Debt instrument convertible conversion price | $ / shares | $ 0.25 | ||||||
Initial conversion price | $ / shares | $ 1 | ||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of 2009 notes | $ 400,000 | $ 2,400,000 | |||||
Interest conversion rate | 10.00% | ||||||
Trading days | Tradingdays | 20 | ||||||
Interest rate on quarterly basis | 90.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - Subsidiary | 12 Months Ended |
Dec. 31, 2015 | |
Name of consolidated subsidiary or entity | Magnolia Solar Inc. |
Entity Incorporation, State Country Name | Delaware,U.S.A. |
Entity Incorporation, Date of Incorporation | Jan. 8, 2008 |
Attributable interest at December 31, 2015 and December 31, 2014 | 100.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ||
Net loss | $ (565,941) | $ (573,718) |
Weighted-average common shares outstanding (Basic) | 42,982,899 | 37,469,963 |
Weighted-average common stock Equivalents Stock options | 2,450,000 | 1,730,355 |
Warrants | 3,785,300 | 3,785,300 |
Weighted-average common shares outstanding (Diluted) | 49,218,199 | 42,985,618 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Line Items] | |
Estimated useful lives of property, plant and equipment | Three to seven years |
Revenue recognition standard payment term minimum | 30 days |
Revenue recognition standard payment term maximum | 12 months |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 12 Months Ended | ||||||
Dec. 31, 2015$ / shares$ / warrantshares | Dec. 31, 2014$ / shares$ / warrantshares | Dec. 31, 2013$ / shares$ / warrantshares | Dec. 31, 2012$ / shares$ / warrantshares | Dec. 31, 2011$ / shares$ / warrantshares | Dec. 31, 2010$ / shares$ / warrantshares | Dec. 31, 2009$ / shares$ / warrantshares | |
Warrants Outstanding [Roll Forward] | |||||||
Balance | 3,785,300 | ||||||
Balance | 3,785,300 | 3,785,300 | |||||
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ / shares | $ 1.05 | ||||||
Balance (in dollars per share) | $ / shares | $ 1.05 | ||||||
Warrant | |||||||
Warrants Outstanding [Roll Forward] | |||||||
Balance | 3,785,300 | 3,785,300 | 3,785,300 | 3,785,300 | 3,385,300 | 3,385,300 | |
Issued | 2,660,000 | ||||||
Balance | 3,785,300 | 3,785,300 | 3,785,300 | 3,785,300 | 3,785,300 | 3,385,300 | 3,385,300 |
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ / shares | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.10 | $ 0.10 | |
Issued (in dollars per share) | $ / warrant | 0.10 | ||||||
Balance (in dollars per share) | $ / shares | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.10 | $ 0.10 |
Placement Agent Warrants | |||||||
Warrants Outstanding [Roll Forward] | |||||||
Balance | |||||||
Issued | 725,300 | ||||||
Balance | |||||||
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ / shares | $ 1.05 | ||||||
Issued (in dollars per share) | $ / warrant | 0.10 | ||||||
Balance (in dollars per share) | $ / shares | $ 1.05 | ||||||
Public relations services warrant | |||||||
Warrants Outstanding [Roll Forward] | |||||||
Issued | 400,000 | ||||||
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ / shares | |||||||
Issued (in dollars per share) | $ / warrant | 0.50 | ||||||
Balance (in dollars per share) | $ / shares |
Stockholders' Deficit (Parenthe
Stockholders' Deficit (Parenthetical) (Details) | Dec. 31, 2009Unit |
Warrant | |
Class of Warrant or Right [Line Items] | |
Number of units issued in connection with warrants issue | 26.6 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options/Shares | ||
Outstanding, Number of Options/Shares | 2,450,000 | |
Options granted, Number of Options/Shares | ||
Options exercised, Number of Options/Shares | ||
Options forfeited/expired/cancelled, Number of Options/Shares | ||
Outstanding, Number of Options/Shares | 2,450,000 | |
Exercisable, Number of Options/Shares | 2,082,500 | 980,000 |
Range of Exercise Prices | ||
Outstanding, Range of Exercise Prices | $ 0.05 | |
Options granted, Range of Exercise Prices | 0 | |
Options exercised, Range of Exercise Prices | 0 | |
Options forfeited/expired/cancelled, Range of Exercise Prices | 0 | |
Outstanding, Range of Exercise Prices | 0.05 | |
Exercisable, Range of Exercise Prices | 0.05 | $ 0.05 |
Weighted- Average Exercise Price | ||
Outstanding, Weighted- Average Exercise Price | 0.05 | |
Options granted, Weighted- Average Exercise Price | 0 | |
Options exercised, Weighted- Average Exercise Price | 0 | |
Options forfeited/expired/cancelled, Weighted- Average Exercise Price | 0 | |
Outstanding, Weighted- Average Exercise Price | 0.05 | |
Exercisable, Weighted- Average Exercise Price | $ 0.05 | $ 0.05 |
Stockholders' Deficit (Detail34
Stockholders' Deficit (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.05 | $ 0.05 |
Number of Options Outstanding | 2,450,000 | 2,450,000 |
Weighted-Average Remaining Contractual Life (years) | 3 years 5 months 1 day | |
Number of Options Exercisable | 2,082,500 | 980,000 |
Exercise Price [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price | $ 0.05 | $ 0.05 |
Number of Options Outstanding | 2,450,000 | 2,450,000 |
Weighted-Average Remaining Contractual Life (years) | 3 years 5 months 1 day | |
Number of Options Exercisable | 2,082,500 |
Stockholders' Deficit (Detail35
Stockholders' Deficit (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2008 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity Note Disclosure [Line Items] | |||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Prior to the Reverse Merger [Member] | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Common shares issued to founders for cash (in shares) | 4,473,686 | ||
Common shares issued to founders for cash | $ 53,000 | ||
Prior to the Reverse Merger [Member] | Minimum [Member] | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Prior to the Reverse Merger [Member] | Maximum [Member] | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.02 |
Stockholders' Deficit (Detail36
Stockholders' Deficit (Details Textual 1) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2015 | Jul. 30, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Feb. 28, 2010 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2009 | |
Stockholders Equity Note Disclosure [Line Items] | |||||||||||||
Common stock, shares issued | 47,434,231 | 39,727,316 | |||||||||||
Common stock, shares outstanding | 47,434,231 | 39,727,316 | |||||||||||
Common shares issued for payment of interest | $ 240,000 | $ 240,000 | |||||||||||
Common stock issued for consulting services, value | $ 9,000 | ||||||||||||
Ratio of forward stock splits issued and outstanding shares | 1.3157895:1 | ||||||||||||
Post Merger [Member] | |||||||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||||||
Cancelled shares of common stock | 1,973,684 | ||||||||||||
Issued shares of common stock | 21,330,000 | ||||||||||||
Common stock, shares issued | 23,830,000 | ||||||||||||
Common stock, shares outstanding | 23,830,000 | ||||||||||||
Common shares issued for payment of interest (in shares) | 3,333,333 | 1,643,837 | 1,534,526 | 1,200,000 | 1,318,682 | 2,068,965 | 1,048,950 | 1,195,219 | |||||
Common shares issued for payment of interest | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | |||||
Common stock fair value price per share | $ 0.02 | $ 0.04 | $ 0.04 | $ 0.05 | $ 0.05 | $ 0.03 | $ 0.06 | $ 0.05 | |||||
Common shares issued for services rendered, shares | 160,714 | 94,737 | |||||||||||
Common stock issued for consulting services, value | $ 4,500 | $ 4,500 | |||||||||||
Fair market value price per share | $ 0.03 | $ 0.05 |
Stockholders' Deficit (Detail37
Stockholders' Deficit (Details Textual 2) | Dec. 23, 2013$ / warrant | Aug. 15, 2011USD ($)$ / sharesshares | Dec. 21, 2012$ / warrant | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Dec. 31, 2012$ / sharesshares | Dec. 31, 2010$ / sharesshares | Dec. 31, 2009USD ($)$ / shares$ / warrantshares | Dec. 31, 2011$ / shares | Dec. 31, 2008$ / shares |
Class of Warrant or Right [Line Items] | |||||||||||
Exercise price of warrants | $ / shares | $ 1.05 | ||||||||||
Reduction in exercise price of warrants | $ / warrant | 0.25 | ||||||||||
Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Term of callable warrants | 5 years | ||||||||||
Number of common stock called by warrants | 2,660,000 | ||||||||||
Warrants issued | 2,660,000 | ||||||||||
Exercise price of warrants | $ / shares | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.10 | $ 0.10 | $ 0.14 | ||||
Value of warrants | $ | $ 50,000 | ||||||||||
Warrant | 2009 Private Placement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of common stock called by warrants | 2,660,000 | ||||||||||
Exercise price of warrants | $ / shares | $ 1.25 | ||||||||||
Reduction in exercise price of warrants | $ / warrant | 0.10 | 0.50 | |||||||||
Extended warrant expiration | Expiration date of the 2009 Warrants from December 31, 2014 to December 31, 2016. | ||||||||||
Placement Agent Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of common stock called by warrants | 725,300 | ||||||||||
Warrants issued | 725,300 | ||||||||||
Exercise price of warrants | $ / shares | $ 1.05 | ||||||||||
Public Relations Services | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Term of callable warrants | 5 years | ||||||||||
Warrants issued | 400,000 | ||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | ||||||||||
Value of warrants | $ | $ 59,534 |
Stockholders' Deficit (Detail38
Stockholders' Deficit (Details Textual 3) - USD ($) | May. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options granted, Number of Options/Shares | ||||
Share-based Compensation | $ 31,144 | $ 27,684 | ||
Non-vested options, Number of Shares | 10,382 | |||
Weighted-Average Remaining Contractual Life (years) | 3 years 5 months 1 day | |||
Incentive Stock Option Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options granted, Number of Options/Shares | 2,450,000 | 5,500,000 | ||
Available for future grant | 2,335,709 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,288 | $ 8,288 |
Accumulated depreciation | (7,977) | (7,665) |
Property and equipment, net | 311 | 623 |
Office equipment and computers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,106 | 6,106 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,182 | $ 2,182 |
Property and Equipment (Detai40
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment [Textual ] | ||
Depreciation expense | $ 312 | $ 312 |
License Agreement with Relate41
License Agreement with Related Party (Details) - Licensing Agreements - Magnolia Optical Technologies - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Term of license agreement | 10 years | |
Amortization of license fee | $ 356,500 | |
Term of license agreement | 120 months | |
Accumulated amortization | $ 273,317 | $ 237,667 |
Amortization expense | $ 35,650 | $ 35,650 |
Original Issue Discount Senio42
Original Issue Discount Senior Secured Convertible Promissory Note (Details Textual) | 12 Months Ended | |||||||
Dec. 31, 2009USD ($)Unit$ / sharesshares | Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Dec. 31, 2013$ / shares | Dec. 31, 2012$ / shares | Dec. 31, 2011$ / shares | Dec. 31, 2010$ / shares | Dec. 31, 2008$ / shares | |
Class of Warrant or Right [Line Items] | ||||||||
Exercise price of warrants | $ 1.05 | |||||||
Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of units issued in connection with warrants issue | Unit | 26.6 | |||||||
Number of common stock called by warrants | shares | 2,660,000 | |||||||
Exercise price of warrants | $ 0.10 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.10 | |
Proceeds from issuance of private placement | $ | $ 990,000 | |||||||
Value of warrants | $ | $ 50,000 | |||||||
Warrant | Private Placement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of common stock called by warrants | shares | 2,660,000 | |||||||
Exercise price of warrants | $ 1.25 | |||||||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Aggregate principal amount of 2009 notes | $ | $ 2,660,000 | |||||||
Aggregate principal amount of shares | shares | 2,660,000 | |||||||
Debt instrument convertible conversion price | $ 1.25 | |||||||
Initial conversion price | $ 1 | |||||||
Placement Agent Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of common stock called by warrants | shares | 725,300 | |||||||
Exercise price of warrants | $ 1.05 | |||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Initial conversion price | $ 1 |
Original Issue Discount Senio43
Original Issue Discount Senior Secured Convertible Promissory Note (Details Textual 1) | 1 Months Ended | 12 Months Ended | ||||
Dec. 29, 2013USD ($)$ / shares$ / warrantshares | Dec. 21, 2012USD ($)Tradingdays$ / shares$ / warrantshares | Dec. 29, 2011USD ($)Tradingdays$ / shares$ / warrantshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2013USD ($) | Dec. 31, 2009$ / shares | |
Debt Instrument [Line Items] | ||||||
Number of shares issued to holders | shares | 18,794,940 | |||||
Exercise price of warrants | $ / shares | $ 1.05 | |||||
Reduction in exercise price of warrants | $ / warrant | 0.25 | |||||
Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock called by warrants | shares | 3,385,300 | 3,385,300 | 3,385,300 | |||
Exercise price of warrants | $ / shares | $ 0.25 | $ 0.5 | $ 1.25 | |||
Reduction in exercise price of warrants | $ / warrant | 0.10 | 0.25 | 0.50 | |||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 2,400,000 | $ 2,000,000 | $ 2,660,000 | |||
Debt instrument converted amount | $ 260,000 | |||||
Aggregate principal amount converted into shares | shares | 1,040,000 | |||||
Debt conversion shares issued | shares | 1,300,000 | |||||
Debt instrument convertible conversion price | $ / shares | $ 0.25 | |||||
Interest conversion rate | 90.00% | |||||
Trading days | Tradingdays | 20 | |||||
Interest rate on quarterly basis | 10.00% | |||||
Accrued interest expense | $ 60,000 | |||||
Debt Instrument, Maturity Date | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Debt instrument extended maturity date | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | |||||
Remaining principal amount of 2009 notes | $ 400,000 | |||||
Principal amount outstanding for the note maturing on December 31, 2014 | $ 2,400,000 | |||||
Debt Instrument, Maturity Date | Dec. 31, 2011 | |||||
Debt instrument extended maturity date | Dec. 31, 2012 | |||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | |||||
Debt instrument convertible conversion price | $ / shares | $ 0.25 | |||||
Initial conversion price | $ / shares | $ 1 | |||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 400,000 | $ 2,400,000 | ||||
Interest conversion rate | 10.00% | |||||
Trading days | Tradingdays | 20 | |||||
Aggregate interest payment | $ 700,000 | |||||
Interest rate on quarterly basis | 90.00% |
Original Issue Discount Senio44
Original Issue Discount Senior Secured Convertible Promissory Note (Details Textual 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2009 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Value of the warrants in the transaction of a discount to the 2009 Notes | $ 412,830 | |
2009 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Net value of the 2009 notes | $ 2,400,000 | |
Recognized a discount over the original life of the 2009 Notes | $ 1,670,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) | Dec. 31, 2015USD ($) |
Provision For Income Taxes [Abstract] | |
Net operating losses | $ 1,371,196 |
Valuation allowance | $ (1,371,196) |
Deferred tax assets operating loss carry forwards net of valuation allowance, total |
Provision for Income Taxes (D46
Provision for Income Taxes (Details 1) | 12 Months Ended |
Dec. 31, 2015 | |
Provision For Income Taxes [Abstract] | |
Federal statutory rate | (34.00%) |
State income taxes, net of federal | 0.00% |
Valuation allowance | 34.00% |
Effective tax rate of income before taxes and federal statutory rate | 0.00% |
Provision for Income Taxes (D47
Provision for Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Provision For Income Taxes [Abstract] | |
Net operating loss carry forward | $ 4,000,000 |
Taxable income, Description | Through 2,035 |
Commitments and Contingencies48
Commitments and Contingencies (Details) | Dec. 31, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2,016 | $ 4,212 |
Operating leases future minimum payments due | $ 4,212 |
Commitments and Contingencies49
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | ||
Rent expense | $ 15,009 | $ 18,143 |
Percentage of future New York state manufactured sales | 1.50% | |
Percentage of future non New York state manufactured sales | 5.00% | |
Operating leases, description | The Company leases office facilities located in Woburn, MA under a lease agreement that expires December 30, 2016. The Company leased additional office facilities at a second location in Albany, NY under a lease agreement that was canceled effective October 31, 2015. | |
Lease agreement expiration date | Dec. 31, 2016 | |
Term of amount paid to contractor | 15 years | |
Contract related expenses | $ 1,251,885 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | 10.00% | |||
Customer concentration risk [Member] | Accounts Receivable [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | 100.00% | [1] | ||
Customer concentration risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | [1] | 60.00% | ||
Customer concentration risk [Member] | Accounts Receivable [Member] | Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | [1] | 40.00% | ||
Customer concentration risk [Member] | Revenue [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | 93.00% | 90.00% | ||
[1] | Customer did not exceed 10% for the respective year. |
Concentration of Credit Risk 51
Concentration of Credit Risk (Detail Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Concentration of Credit Risk [Abstract] | |
Federally insured limits exist through December 31, 2015 | $ 250,000 |
Percentage of concentration risk | 10.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair value on a recurring basis - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 45,870 | $ 25,127 |
Total assets | 45,870 | 25,127 |
Original Issue Discount Senior Secured Convertible Promissory Notes | 2,400,000 | 2,400,000 |
Total liabilities | 2,400,000 | 2,400,000 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 45,870 | 25,127 |
Total assets | $ 45,870 | $ 25,127 |
Original Issue Discount Senior Secured Convertible Promissory Notes | ||
Total liabilities | ||
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Total assets | ||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||
Total liabilities | ||
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Total assets | ||
Original Issue Discount Senior Secured Convertible Promissory Notes | $ 2,400,000 | $ 2,400,000 |
Total liabilities | $ 2,400,000 | $ 2,400,000 |
Fair Value Measurements (Deta53
Fair Value Measurements (Details 1) - Original Issue Discount Senior Secured Convertible Promissory Notes - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ 2,400,000 | $ 2,400,000 |
Realized gains (losses) | ||
Unrealized gains (losses) relating to instruments still held at the reporting date | ||
Purchases, sales, issuances and settlements, net | ||
Discount on notes | ||
Amortization of discount on notes | ||
Conversion of notes to common stock | ||
Balance | $ 2,400,000 | $ 2,400,000 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textual) - Subsequent Event [Member] - USD ($) | Jan. 19, 2016 | Jan. 29, 2016 |
Subsequent Event [Line Items] | ||
Common shares issued for payment of interest in lieu of cash, shares | 1,570,681 | |
Common shares issued for payment of interest in lieu of cash | $ 60,000 | |
Business acquisition, ownership percentage | 95.00% | |
Merger agreement, Description | The Company filed a 14A and is awaiting approval from the SEC on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc. Upon approval by the SEC, it is anticipated that the merger will be completed in March 2016. |