• Filing Date: 2013-11-12
  • Form Type: 10-Q
  • Description: Quarterly report
v2.4.0.8
Document and Entity Information
9 Months Ended
Sep. 30, 2013
Nov. 05, 2013
Document and Entity Information [Abstract]    
Entity Registrant Name Magnolia Solar Corp  
Entity Central Index Key 0001437491  
Trading Symbol mglt  
Entity Reporting Status Current Yes  
Entity Voluntary Filer No  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Well-Known Seasoned Issuer No  
Entity Common Stock, Shares Outstanding   33,835,268
Document Type 10-Q  
Document Period End Date Sep. 30, 2013  
Amendment Flag false  
Document Fiscal Year Focus 2013  
Document Fiscal Period Focus Q3  
v2.4.0.8
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
Sep. 30, 2013
Dec. 31, 2012
CURRENT ASSETS    
Cash and cash equivalent $ 181,932 $ 135,626
Accounts receiveable 246,740 267,116
Prepaid Expense 1,417 1,417
Total current assets 430,089 404,159
Fixed assets, net 1,013 1,737
OTHER ASSETS    
License with Related Party, net of accumulated amortization 163,396 190,133
Total other asset 163,396 190,133
TOTAL ASSETS 594,498 596,029
CURRENT LIABILITIES    
Accounts payable and accrued expenses 454,646 384,861
Current portion of Original Issue Discount Senior Secured Convertible      
Promissory Note, net of discount 2,400,000 2,400,000
Total current liabilities 2,854,646 2,784,861
TOTAL LIABILITIES 2,854,646 2,784,861
STOCKHOLDERS' DEFICIT    
Common stock, $0.001par value, 75,000,000 shares authorized, 32,304,702 and 28,167,063 shares issued and outstanding 32,305 28,167
Additional paid-in capital 1,894,605 1,747,583
Additional paid-in capital - warrants 962,297 962,297
Deficit accumulated during the development stage (5,149,355) (4,926,879)
Total stockholders' deficit (2,260,148) (2,188,832)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 594,498 $ 596,029
v2.4.0.8
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)
Sep. 30, 2013
Dec. 31, 2012
Nov. 18, 2007
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 32,304,702 28,167,063  
Common stock, shares outstanding 32,304,702 28,167,063   
v2.4.0.8
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)
3 Months Ended 9 Months Ended 69 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Income Statement [Abstract]          
REVENUE $ 126,545 $ 205,030 $ 669,784 $ 492,761 $ 2,733,935
COST OF REVENUES 67,900 132,505 413,978 319,526 1,700,307
GROSS PROFIT 58,645 72,525 255,806 172,235 1,033,628
OPERATING EXPENSES          
Indirect and administrative labor 34,026 46,813 107,783 135,880 688,272
Professional fees 25,041 280,298 133,374 705,206 1,524,303
Depreciation and amortization expense 8,990 9,498 27,461 28,497 810,155
General and administrative 11,272 11,100 33,764 37,129 865,744
Total operating expense 79,329 347,709 302,382 906,712 3,888,474
NON-OPERATING EXPENSES          
Interest expense including amortization of OID and debt discount, net 59,949 9,948 179,900 29,803 2,303,807
Forgiveness of debt       (4,000)    (9,298)
Total non-operating expenses 59,949 9,948 175,900 29,803 2,294,509
NET LOSS $ (80,633) $ (285,132) $ (222,476) $ (763,280) $ (5,149,355)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 31,549,189 27,660,475 29,828,504 26,987,575   
NET LOSS PER SHARE $ 0.00 $ (0.01) $ (0.01) $ 0.03   
v2.4.0.8
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) (USD $)
Common Stock
Additional Paid-In Capital
Additional Paid-In Capital - Warrants
Accumulated Deficit During the Development Stage
Total
Balance at Nov. 18, 2007           
Balance (in shares) at Nov. 18, 2007            
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common shares issued to founders for cash 1,974 13,026     15,000
Common shares issued to founders for cash (in shares) 1,973,685        
Common shares issued for cash - others 2,500 35,000     38,000
Common shares issued for cash - others (in shares) 2,500,001        
Net loss       (4,477) (4,477)
Balance at Mar. 31, 2008 4,474 48,526   (4,477) 48,523
Balance (in shares) at Mar. 31, 2008 4,473,686        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss       (31,115) (35,115)
Balance at Mar. 31, 2009 4,474 48,526   (35,592) 17,408
Balance (in shares) at Mar. 31, 2009 4,473,686        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
To reflect the issuance of shares in the merger of Magnolia Solar Corp., net of the cancellation of founders shares 19,356 289,144   (126,151) 182,349
To reflect the issuance of shares in the merger of Magnolia Solar Corp., net of the cancellation of founders shares (in shares) 19,356,314        
To reflect the issuance of warrants in the issuance of the Original Issue Discount Promissory Notes     412,830   412,830
To reflect the issuance of warrants to the Placement Agent     454,976   454,976
Net loss (1 April 2009 Through 30 December 2009)       (5,719) (5,719)
Net loss (30 December 2009 Through 31 December 2009)       (49,440) (49,440)
Balance at Dec. 31, 2009 23,830 337,670 867,806 (216,902) 1,012,404
Balance (in shares) at Dec. 31, 2009 23,830,000        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common shares issued for services rendered 100 82,400     82,500
Common shares issued for services rendered (in shares) 100,000        
Net loss       (1,543,775) (1,543,775)
Balance at Dec. 31, 2010 23,930 420,070 867,806 (1,760,677) (448,871)
Balance (in shares) at Dec. 31, 2010 23,930,000        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common shares issued for services rendered 400 78,350     78,750
Common shares issued for services rendered (in shares) 400,000        
To reflect the issuance of shares issued in Conversion of OID Notes 1,040 258,960     260,000
To reflect the issuance of shares issued in Conversion of OID notes (in shares) 1,040,000        
To reflect the issuance of penalty shares related to Amendment of OID Notes 1,300 271,700     273,000
To reflect the issuance of penalty shares related to Amendment of OID Notes (in shares) 1,300,000        
Value of warrants issued for services     94,491   94,491
Net loss       (2,239,631) (2,239,631)
Balance at Dec. 31, 2011 26,670 1,029,080 962,297 (4,000,308) (1,982,261)
Balance (in shares) at Dec. 31, 2011 26,670,000        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common shares issued for services rendered 1,155 688,845     690,000
Common shares issued for services rendered (in shares) 1,155,000        
Common stock issued for payment of interest 342 29,658     30,000
Common shares issued for payment of interest (in shares) 342,063        
Net loss       (926,571) (926,571)
Balance at Dec. 31, 2012 28,167 1,747,583 962,297 (4,926,879) (2,188,832)
Balance (in shares) at Dec. 31, 2012 28,167,063       28,167,063
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common shares issued for services rendered 427 20,733       21,160
Common shares issued for services rendered (in shares) 426,875        
Common stock issued for payment of interest 3,711 126,289       130,000
Common shares issued for payment of interest (in shares) 3,710,764        
Net loss          (222,476) (222,476)
Balance at Sep. 30, 2013 $ 32,305 $ 1,894,605 $ 962,297 $ (5,149,355) $ (2,260,148)
Balance (in shares) at Sep. 30, 2013 32,304,702       32,304,702
v2.4.0.8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (USD $)
9 Months Ended 69 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
CASHFLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (222,476) $ (763,280) $ (5,149,355)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation and amortization expense 27,461 28,497 810,155
Common stock issued for services rendered 21,160 580,000 872,410
Common stock issued for penalty shares in the amendment of the OID Notes       273,000
Common stock issued for payment of interest 130,000 20,000 160,000
Warrants issued for services rendered       94,491
Amortization of original issue discount and debt discount       2,082,830
Forgiveness of debt (4,000)    (9,298)
Change in assets and liabilities:      
(Increase) decrease in accounts receivable 20,376 (60,169) (246,739)
(Increase) in prepaid expenses 0 0 (1,417)
Increase (decrease) in accounts payable and accrued expenses 73,785 107,626 463,943
Total adjustments 268,782 675,954 4,499,375
Net cash provided by (used in) operating activities 46,306 (87,326) (649,980)
CASH FLOWS FROM INVESTING ACTIVITIES:      
Acquisition of fixed assets       (8,288)
Deferred financing fees paid in connection with funding       (154,800)
Net cash used in investing activities       (163,088)
CASH FLOWS FROM FINANCING ACTIVITIES      
Issuance of stock for cash       5,000
Proceeds received from loan payable - related party       70,000
Repayment of loan payable - related party       (70,000)
Net proceeds received from Original Issue Discount Promissory Notes       990,000
Net cash provided by financing activities       995,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 43,306 (87,326) 181,932
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 135,626 255,862   
CASH AND CASH EQUIVALENTS - END OF PERIOD 181,932 168,536 181,932
Cash paid during the period for:      
interest       1,371
NON CASH SUPPLEMENTAL INFORMATION:      
Stock issued for services rendered 21,160 580,000 872,410
Stock issued for penalty shares for the amendment of the OID Notes       273,000
Stock issued for payment of interest 130,000 20,000 160,000
Stock issued for conversion of OID Notes       260,000
Warrants issued for services rendered       94,491
Amortization of original issue discount and debt discount       $ 2,082,830
v2.4.0.8
Organization and Nature of Business
9 Months Ended
Sep. 30, 2013
Organization and Nature Of Business [Abstract]  
Organization and Nature of Business
Note 1 – Organization and Nature of Business
 
Nature of Business
The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2012 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
 
These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
 
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 a development stage company 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.
 
During 2012, the Company filed a series of U.S. utility patent and international applications 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 $222,476 and $763,280 for the nine months ended September 30, 2013 and 2012, respectively, and $5,149,355 since January 8, 2008 (Inception). 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 September 30, 2013 and December 31, 2012, it had cash of $181,932 and $135,626, 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.  The Company has had limited operating history to date.
 
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 2009 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.
 
Effective December 21, 2012, the 2009 Notes as described in the preceding paragraph were further 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 June 30, 2013 for $1,000,000 of the balance and December 31, 2013 for the remaining $1,000,000, (ii) 2009 Notes in the aggregate principal of $400,000 were amended to adjust the conversion price of such notes from $1.00 to $0.25, (iii) 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 (iv) the exercise price of the 2009 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 June 27, 2013, holders of 2009 Notes in the aggregate principal amount of $1,000,000 agreed to extend the maturity date of the notes from June 30, 2013 to December 31, 2013.
 
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.
 
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.
v2.4.0.8
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2013
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
Note 2 - Summary of Significant Accounting Policies
 
Development Stage Company
The Company is considered to be in the development stage as defined in ASC 915, Accounting and Reporting by Development Stage Enterprises. The Company has devoted substantially all of its efforts to the development of their thin film solar cell technology in the development contracts with governmental agencies they have entered into, corporate formation and the raising of capital.  The Company has generated revenues from agreements entered into that are for the development of their products and not the sales of their products.  These contracts are one-time contracts that support the Company's development.  The Company anticipates emerging from the development stage in 2014 upon completion of the development of their products.
 
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.
 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 September 30, 2013.  The Company does not charge interest on past due accounts.
 
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.
 
Deferred Financing Fees
The costs incurred in connection with obtaining debt financing will be capitalized as deferred financing costs and amortized using the effective interest method over the term of the debt.
 
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 September 30, 2013.
 
Fair Value of Financial Instruments
In accordance with ASC 820, Fair Value Measurements and Disclosures, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.  The Company does not utilize derivative instruments.
 
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.
 
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.
 
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 recognizes revenue when; (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable and (4) collectability is reasonably assured.
 
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. 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.
 
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:
 
    September 30,
2013
    September 30,
2012
 
             
Net loss   $ (222,476 )   $ (763,280 )
                 
Weighted-average common shares outstanding (Basic)     29,828,504       26,987,575  
                 
Weighted-average common stock Equivalents Stock options     -       -  
                 
Warrants
    3,785,300       3,785,300  
                 
Weighted-average common shares outstanding (Diluted)     33,613,804       30,772,875  
 
Uncertainty in Income Taxes
The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes. This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2008, and they evaluate their tax positions on an annual basis. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception.
 
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2009 to 2012 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.
 
Recently Issued Accounting Standards
In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. FASB ASU 2011-04 amends and clarifies the measurement and disclosure requirements of FASB ASC 820 resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, clarification of how to apply existing fair value measurement and disclosure requirements, and changes to certain principles and requirements for measuring fair value and disclosing information about fair value measurements. The new requirements are effective for fiscal years beginning after December 15, 2011. The Company has adopted this amended guidance on October 1, 2012. The adopted guidance did not have a material impact on the Company’s results of operations, cash flows or financial position.
 
In June 2011, FASB issued ASU No. 2011-05, Presentation of Comprehensive Income, which amends the disclosure and presentation requirements of Comprehensive Income. Specifically, FASB ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in 1) a single continuous statement of comprehensive income or 2) two separate but consecutive statements, in which the first statement presents total net income and its components, and the second statement presents total other comprehensive income and its components. These new presentation requirements, as currently set forth, are effective for the Company beginning October 1, 2012, with early adoption permitted. The Company has adopted this amended guidance on October 1, 2012. The adopted guidance did not have a material impact on the Company’s results of operations, cash flows or financial position.
 
Recently Issued Accounting Standards (continued)
In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adopted guidance did not have any impact on the Company’s results of operations, cash flows or financial position.
 
In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite - Lived Intangible Assets for Impairment, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures.
 
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.
v2.4.0.8
Stockholders' Equity
9 Months Ended
Sep. 30, 2013
Stockholders' Equity Attributable To Parent [Abstract]  
Stockholders' Equity
Note 3 - Stockholders’ Equity
 
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.
 
On March 10, 2010, the Company issued 75,000 shares of common stock at its fair value price ($0.90 per share) for legal services resulting in a value of $67,500.
 
On November 22, 2010, the Company issued 25,000 shares of common stock in at its fair value price ($0.60 per share) for consulting services in the value of $15,000.
 
On February 10, 2011, the Company issued 50,000 shares of common stock at its fair value price ($0.37 per share) for consulting services for a value of $18,500.
 
In April 2011, the Company issued 250,000 shares of common stock at its fair value price ($0.181 per share) for consulting services for a value of $45,250.
 
On October 11, 2011, the Company issued 100,000 shares of common stock at its fair value price ($0.15 per share) for consulting services for a value of $15,000.
 
On December 29, 2011, the Company issued 1,040,000 shares upon conversion of the aggregate principal amount of $260,000 of 2009 Notes.  The Company further issued 1,300,000 shares of common stock at its fair value price ($0.21) in connection with the amendment of the 2009 Notes for a value of $273,000.
 
In April 2012, the Company issued 230,000 shares of common stock at its contract price for consulting services for a value of $230,000.
 
In May 2012, the Company issued 109,162 shares of common stock at its fair value price ($0.09 per share) in lieu of interest payment for a value of $10,000.
 
In June 2012, the Company issued 100,000 shares of common stock at its contract price for consulting services for a value of $100,000.
 
In July 2012, the Company issued 100,000 shares of common stock at its contract price for consulting services for a value of $100,000.
 
In July 2012, the Company issued 108,663 shares of common stock at its fair value price ($0.09 per share) in lieu of interest payment for a value of $10,000.
 
In August 2012, the Company issued 150,000 shares of common stock at its contract price for consulting services for a value of $150,000.
 
In November 2012, the Company issued 124,238 shares of common stock at its fair value price ($0.09 per share) in lieu of interest payment for a value of $10,000.
 
In November 2012, the Company issued 75,000 shares of common stock at its contract price for consulting services for a value of $75,000.
 
In December 2012, the Company issued 500,000 shares of common stock for consulting services for a value of $35,000 at a fair market value price of $0.07 per share.
 
In January 2013, the Company issued 211,078 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $10,000.
 
In April 2013, the Company issued 286,250 shares of common stock for consulting services for a value of $16,660 at a fair market value price of $0.06 per share.
 
In May 2013, the Company issued 1,675,978 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 August 2013, the Company issued 1,823,708 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 August 2013, the Company issued 140,625 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.06 per share.
 
As of September 30, 2013, the Company had 32,304,702 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 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 was reduced to $0.25 per share.
 
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 September 30, 2013.
 
As of September 30, 2013, the following warrants are outstanding:
 
Balance – December 31, 2008     -        
Issued – in the 26.6 units     2,660,000     $ 0.25  
Issued – to Placement Agent     725,300     $ 0.25  
Balance – December 31, 2009     3,385,300     $ 0.25  
                 
Balance – December 31, 2010     3,385,300     $ 0.25  
                 
Issued – for public relations     400,000     $ 0.50  
                 
Balance – December 31, 2011     3,785,300     $ 0.28  
                 
Balance – December 31, 2012     3,785,300     $ 0.28  
                 
Balance – September 30, 2013     3,785,300     $ 0.28  
v2.4.0.8
Property and Equipment
9 Months Ended
Sep. 30, 2013
Property, Plant and Equipment [Abstract]  
Property and Equipment
Note 4 - Property and Equipment
 
Property and equipment consisted of the following at September 30, 2013 (unaudited) and December 31, 2012:
 
   
September 30,
2013
   
December 31,
2012
 
             
Office equipment and computers   $ 6,106     $ 6,106  
Furniture and fixtures     2,182       2,182  
      8,288       8,288  
                 
 Accumulated depreciation     (7,275 )     (6,551 )
                 
    $   1,013     $   1,737  
                 
 
The Company incurred $724 and $1,760, respectively, in depreciation expense for each of the nine months ended September 30, 2013 and 2012.
v2.4.0.8
Deferred Financing Costs
9 Months Ended
Sep. 30, 2013
Deferred Finance Costs [Abstract]  
Deferred Financing Costs
Note 5 - Deferred Financing Costs
 
The Company incurred financing costs of $609,776 in connection with the 2009 Private Placement.  These costs were capitalized and are charged to amortization expense over the life of the promissory notes.  As of September 30, 2013, the deferred financing fees are fully amortized.
v2.4.0.8
License Agreement with Related Party
9 Months Ended
Sep. 30, 2013
License Agreement [Abstract]  
License Agreement with Related Party
Note 6 - 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 September 30, 2013 and 2012 was $193,104 and $157,454, respectively.  Amortization expense for each of the nine months ended September 30, 2013 and 2012 was $26,737.  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 September 30, 2013.
v2.4.0.8
Original Issue Discount Senior Secured Convertible Promissory Note
9 Months Ended
Sep. 30, 2013
Original Issue Discount Senior Secured Convertible Promissory Note [Abstract]  
Original Issue Discount Senior Secured Convertible Promissory Note
Note 7 – 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.
 
Effective December 21, 2012, 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 June 30, 2013 for $1,000,000 of the balance and December 31, 2013 for the remaining $1,000,000, (ii) 2009 Notes in the aggregate principal amount of $400,000 were amended to adjust the conversion price of such notes from $1.00 to $0.25, (iii) 2009 Notes in the aggregate principal 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, (iv) the exercise price of the 2009 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 June 27, 2013, holders of 2009 Notes in the aggregate principal amount of $1,000,000 agreed to extend the maturity date of the notes from June 30, 2013 to December 31, 2013.

As of September 30, 2013, the Company issued 4,052,827 shares of its common stock in lieu of interest payments in the aggregate of $160,000 relating to the 2009 Notes in the aggregate principal of $2,400,000.
 
As of September 30, 2013, 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 net value of the 2009 Notes of $2,400,000 is included in the consolidated balance sheet at December 31, 2012.  As of September 30, 2013, $2,400,000 of the 2009 Notes are classified as a current liability. The modifications made to the debt instruments, did not constitute a material modification under ASC 470-50. The Company recorded the value of the shares as an expense in the consolidated statements of operations for the year ended December 31, 2011.
v2.4.0.8
Provision for Income Taxes
9 Months Ended
Sep. 30, 2013
Income Tax Disclosure [Abstract]  
Provision for Income Taxes
Note 8 – 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 September, 2013, there is no provision for income taxes, current or deferred.
 
    September 30, 2013  
       
Net operating losses   $ 953,000  
Valuation allowance     ( 953,000 )
         
    $  -  
 
At September 30, 2013, the Company had a net operating loss carry forward in the amount of approximately $2,801,000 available to offset future taxable income through 2033.  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 year ended September 30, 2013 is summarized below.
 
Federal statutory rate     (34.0 )%
         
State income taxes, net of federal       0.0  
         
Valuation allowance      34.0  
      0.0 %
v2.4.0.8
Commitments and Contingencies
9 Months Ended
Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 9 – Commitments and Contingencies
 
Office Lease
 
The Company leases office space at two locations that expire between January 31, 2014 and December 31, 2015. Rent expense for the Company’s facilities for the nine months ended September 30, 2013 and 2012 totaled $12,864 and $13,016, respectively.
 
The future minimum lease payments due under the above mentioned non-cancelable lease agreements are as follows:
 
 
 Year ending December 31,      
       
 2013   $   4,299  
 2014      5,063  
 2015      3,960  
         
    $   13,322  
                                                              
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 September 30, 2013, the Company has $2,733,934 of contract related expenses, all of which will be owed to the contractor, contingent upon the sale of the Company’s product.
v2.4.0.8
Concentration of Credit Risk
9 Months Ended
Sep. 30, 2013
Concentration Of Credit Risk [Abstract]  
Concentration of Credit Risk
Note 10 - 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, 2013.  At September 30, 2013, 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.
 
 
 Concentrations in Accounts Receivable:   September 30, 2013     September 30, 2012  
             
 Customer A     57 %     63 %
 Customer B     26 %     32 %
 Customer C     10 %     *  
                 
 Concentrations in Revenue:   September 30, 2013     September 30, 2012  
                 
 Customer A     46 %     *  
 Customer B     41 %     57 %
 Customer C     10 %     40 %
                 
* Customer did not exceed 10% for respective year                
v2.4.0.8
Fair Value Measurements
9 Months Ended
Sep. 30, 2013
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 11 - 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:
 
 
September 30, 2013   Level 1     Level 2     Level 3     Total  
                         
Cash   $ 181,932     $ -     $ -     $ 181,932  
                                 
Total assets   $ 181,932     $ -     $ -     $ 181,932  
                                 
Original Issue Discount                                
  Senior Secured Convertible                                
  Promissory Notes   $ -     $ -     $ 2,400,000     $ 2,400,000  
                                 
 Total liabilities   $ -     $ -     $ 2,400,000     $ 2,400,000  
                                 
                                 
December 31, 2012   Level 1     Level 2     Level 3     Level 4  
                                 
Cash   $ 135,626     $ -     $ -     $ 135,626  
                                 
 Total assets   $ 135,626     $ -     $ -     $ 135,626  
                                 
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 Secured Convertible
Promissory Notes
 
       
Balance, January 1, 2011   $ 1,459,209  
         
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     1,200,791  
         
Conversion of notes to common stock     (260,000 )
         
Balance, December 31, 2011   $ 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, 2012   $ 2,400,000  
         
Balance, September 30, 2013   $ 2,400,000  
v2.4.0.8
Subsequent Events
9 Months Ended
Sep. 30, 2013
Subsequent Events [Abstract]  
Subsequent Events
Note 12 – Subsequent Events
 
On October 29, 2013, the Company issued 1,398,601 shares of common stock for payment of interest in lieu of cash.
 
On October 29, 2013, the Company issued 131,965 shares of common stock for services rendered in lieu of cash.
v2.4.0.8
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2013
Accounting Policies [Abstract]  
Development Stage Company
Development Stage Company
The Company is considered to be in the development stage as defined in ASC 915, Accounting and Reporting by Development Stage Enterprises. The Company has devoted substantially all of its efforts to the development of their thin film solar cell technology in the development contracts with governmental agencies they have entered into, corporate formation and the raising of capital.  The Company has generated revenues from agreements entered into that are for the development of their products and not the sales of their products.  These contracts are one-time contracts that support the Company's development.  The Company anticipates emerging from the development stage in 2014 upon completion of the development of their products.
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.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 September 30, 2013.  The Company does not charge interest on past due accounts.
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.
Deferred Financing Fees
Deferred Financing Fees
The costs incurred in connection with obtaining debt financing will be capitalized as deferred financing costs and amortized using the effective interest method over the term of the debt.
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 September 30, 2013.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
In accordance with ASC 820, Fair Value Measurements and Disclosures, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.  The Company does not utilize derivative instruments
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.
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.
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 recognizes revenue when; (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable and (4) collectability is reasonably assured.
 
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. 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.
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:
 
 
    September 30,
2013
    September 30,
2012
 
             
Net loss   $ (222,476 )   $ (763,280 )
                 
Weighted-average common shares outstanding (Basic)     29,828,504       26,987,575  
                 
Weighted-average common stock Equivalents Stock options     -       -  
                 
Warrants
    3,785,300       3,785,300  
                 
Weighted-average common shares outstanding (Diluted)     33,613,804       30,772,875  
Uncertainty in Income Taxes
Uncertainty in Income Taxes
The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes. This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2008, and they evaluate their tax positions on an annual basis. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception.
 
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2009 to 2012 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.
Recently Issued Accounting Standards
Recently Issued Accounting Standards (continued)
In September 2011, FASB issued ASU 2011-08, Testing Goodwill for Impairment, which amended goodwill impairment guidance to provide an option for entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of events and circumstances, if an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, performance of the two-step impairment test is no longer required. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adopted guidance did not have any impact on the Company’s results of operations, cash flows or financial position.
 
In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite - Lived Intangible Assets for Impairment, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures.
 
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.
 
v2.4.0.8
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2013
Accounting Policies [Abstract]  
Schedule of reconciliation of the computation for basic and diluted EPS
 
    September 30,
2013
    September 30,
2012
 
             
Net loss   $ (222,476 )   $ (763,280 )
                 
Weighted-average common shares outstanding (Basic)     29,828,504       26,987,575  
                 
Weighted-average common stock Equivalents Stock options     -       -  
                 
Warrants
    3,785,300       3,785,300  
                 
Weighted-average common shares outstanding (Diluted)     33,613,804       30,772,875  
v2.4.0.8
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2013
Stockholders' Equity Attributable To Parent [Abstract]  
Schedule of outstanding warrants
 
Balance – December 31, 2008     -        
Issued – in the 26.6 units     2,660,000     $ 0.25  
Issued – to Placement Agent     725,300     $ 0.25  
Balance – December 31, 2009     3,385,300     $ 0.25  
                 
Balance – December 31, 2010     3,385,300     $ 0.25  
                 
Issued – for public relations     400,000     $ 0.50  
                 
Balance – December 31, 2011     3,785,300     $ 0.28  
                 
Balance – December 31, 2012     3,785,300     $ 0.28  
                 
Balance – September 30, 2013     3,785,300     $ 0.28  
v2.4.0.8
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2013
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
 
   
September 30,
2013
   
December 31,
2012
 
             
Office equipment and computers   $ 6,106     $ 6,106  
Furniture and fixtures     2,182       2,182  
      8,288       8,288  
                 
 Accumulated depreciation     (7,275 )     (6,551 )
                 
    $   1,013     $   1,737  
v2.4.0.8
Provision for Income Taxes (Tables)
9 Months Ended
Sep. 30, 2013
Income Tax Disclosure [Abstract]  
Schedule of provision for income taxes, current or deferred
As of September, 2013, there is no provision for income taxes, current or deferred.
 
    September 30, 2013  
       
Net operating losses   $ 953,000  
Valuation allowance     ( 953,000 )
         
    $  -  
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 %
v2.4.0.8
Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future minimum lease payments due under non-cancelable lease agreements
 
 Year ending December 31,      
       
 2013   $   4,299  
 2014      5,063  
 2015      3,960  
         
    $   13,322  
v2.4.0.8
Concentration of Credit Risk (Tables)
9 Months Ended
Sep. 30, 2013
Concentration Of Credit Risk [Abstract]  
Schedule of company performs periodic credit evaluations of its customers
 
 Concentrations in Accounts Receivable:   September 30, 2013     September 30, 2012  
             
 Customer A     57 %     63 %
 Customer B     26 %     32 %
 Customer C     10 %     *  
                 
 Concentrations in Revenue:   September 30, 2013     September 30, 2012  
                 
 Customer A     46 %     *  
 Customer B     41 %     57 %
 Customer C     10 %     40 %
                 
* Customer did not exceed 10% for respective year            
v2.4.0.8
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2013
Fair Value Disclosures [Abstract]  
Schedule of financial assets and liabilities measured at fair value on a recurring basis
 
September 30, 2013   Level 1     Level 2     Level 3     Total  
                         
Cash   $ 181,932     $ -     $ -     $ 181,932  
                                 
Total assets   $ 181,932     $ -     $ -     $ 181,932  
                                 
Original Issue Discount                                
  Senior Secured Convertible                                
  Promissory Notes   $ -     $ -     $ 2,400,000     $ 2,400,000  
                                 
 Total liabilities   $ -     $ -     $ 2,400,000     $ 2,400,000  
                                 
                                 
December 31, 2012   Level 1     Level 2     Level 3     Level 4  
                                 
Cash   $ 135,626     $ -     $ -     $ 135,626  
                                 
 Total assets   $ 135,626     $ -     $ -     $ 135,626  
                                 
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 Secured Convertible
Promissory Notes
 
       
Balance, January 1, 2011   $ 1,459,209  
         
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     1,200,791  
         
Conversion of notes to common stock     (260,000 )
         
Balance, December 31, 2011   $ 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, 2012   $ 2,400,000  
         
Balance, September 30, 2013   $ 2,400,000  
v2.4.0.8
Organization and Nature of Business (Detail Textuals) (USD $)
1 Months Ended 3 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended 69 Months Ended
Feb. 28, 2010
Sep. 30, 2013
Sep. 30, 2012
Mar. 31, 2008
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Mar. 31, 2009
Sep. 30, 2013
Jun. 30, 2012
Jan. 07, 2008
Organization and Nature Of Business [Abstract]                          
Ratio of forward stock splits issued and outstanding shares 1 for 1.3157895                        
Net loss   $ (80,633) $ (285,132) $ (4,477) $ (222,476) $ (763,280) $ (926,571) $ (2,239,631) $ (1,543,775) $ (35,115) $ (5,149,355)    
Aggregate principal amount of 2009 notes raising from private placement   990,000     990,000           990,000    
Aggregate principal amount of 2009 notes   2,660,000     2,660,000           2,660,000    
Cash and cash equivalent   $ 181,932 $ 168,536   $ 181,932 $ 168,536 $ 135,626 $ 255,862     $ 181,932 $ 194,886   
v2.4.0.8
Organization and Nature of Business (Detail Textuals 1) (USD $)
1 Months Ended 1 Months Ended 1 Months Ended
Sep. 30, 2013
Dec. 21, 2012
Warrant
Dec. 29, 2011
Warrant
Sep. 30, 2013
Warrant
Dec. 31, 2012
Warrant
Dec. 31, 2011
Warrant
Dec. 31, 2010
Warrant
Dec. 31, 2009
Warrant
Dec. 31, 2008
Warrant
Dec. 29, 2011
Original Issue Discount Senior Secured Convertible Promissory Notes
Dec. 29, 2011
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1
Dec. 21, 2012
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2
Dec. 29, 2011
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2
Jun. 27, 2013
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2
Dec. 29, 2011
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3
Dec. 21, 2012
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3
Debt Instrument [Line Items]                                
Aggregate principal amount of 2009 notes $ 2,660,000                 $ 2,660,000 $ 260,000 $ 2,000,000 $ 2,000,000   $ 400,000 $ 400,000
Aggregate principal amount converted into shares                     1,040,000        211,078  
Debt instrument convertible conversion price                     $ 0.25   $ 0.25     $ 0.25
Initial conversion price                         $ 1.00     $ 1.00
Interest conversion rate                       10.00%     10.00%  
Trading days for interest payment                       20 days     20 days  
Interest rate on quarterly basis                       90.00%     90.00%  
Exercise price of warrants   0.50 1.25 0.28 0.28 0.28 0.25 0.25                 
Reduction in exercise price of warrants   0.25 0.50                          
Number of shares issued to holders 4,052,827                 1,300,000            
Number of common stock called by warrants   3,385,300 3,385,300         2,660,000                
Principal amount outstanding for the note maturing on June 30, 2013                       1,000,000        
Principal amount outstanding for the note maturing on December 31, 2013                       $ 1,000,000   $ 1,000,000    
v2.4.0.8
Summary of Significant Accounting Policies - Reconciliation of the computation for basic and diluted EPS (Details) (USD $)
3 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended 69 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Mar. 31, 2008
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Mar. 31, 2009
Sep. 30, 2013
Summary Of Significant Accounting Policies [Abstract]                    
Net loss $ (80,633) $ (285,132) $ (4,477) $ (222,476) $ (763,280) $ (926,571) $ (2,239,631) $ (1,543,775) $ (35,115) $ (5,149,355)
Weighted-average common shares outstanding (Basic) 31,549,189 27,660,475   29,828,504 26,987,575           
Weighted-average common stock Equivalents Stock options                      
Weighted-average common stock Equivalents Warrants       3,785,300 3,785,300          
Weighted-average common shares outstanding (Diluted)       33,613,804 30,772,875          
v2.4.0.8
Summary of Significant Accounting Policies (Detail Textuals)
9 Months Ended
Sep. 30, 2013
Property, Plant and Equipment [Line Items]  
Standard payment term minimum 30 days
Standard payment term maximum 12 months
Property, Plant and Equipment
 
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property, plant and equipment three to seven years
v2.4.0.8
Stockholders' Equity - Warrants outstanding (Details)
12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2009
Warrant
Sep. 30, 2013
Warrant
Dec. 31, 2012
Warrant
Dec. 21, 2012
Warrant
Dec. 31, 2011
Warrant
Dec. 29, 2011
Warrant
Dec. 31, 2010
Warrant
Dec. 31, 2009
Placement Agent Warrants
Aug. 15, 2011
Public relation services warrant
Dec. 31, 2011
Public relation services warrant
Warrants Outstanding [Roll Forward]                    
Balance   3,785,300 3,785,300   3,785,300   3,385,300      
Issued 2,660,000             725,300 400,000 400,000
Balance 3,385,300 3,785,300 3,785,300   3,785,300   3,385,300      
Weighted Average Exercise Price Of Warrants [Roll Forward]                    
Balance (in dollars per share)    0.28 0.28 0.50 0.28 1.25 0.25      
Issued (in dollars per share) 0.25             0.25   0.50
Balance (in dollars per share) 0.25 0.28 0.28 0.50 0.28 1.25 0.25 1.05 0.50  
v2.4.0.8
Stockholders' Equity (Parentheticals) (Details) (Warrant)
Dec. 31, 2009
Unit
Warrant
 
Class of Warrant or Right [Line Items]  
Number of units issued in connection with warrants issue 26.6
v2.4.0.8
Stockholders' Equity (Detail Textuals) (USD $)
4 Months Ended 3 Months Ended
Mar. 31, 2008
Sep. 30, 2013
Dec. 31, 2012
Mar. 31, 2008
Prior to the reverse merger
Mar. 31, 2008
Prior to the reverse merger
Minimum
Mar. 31, 2008
Prior to the reverse merger
Maximum
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   $ 0.01 $ 0.02
Common shares issued to founders for cash (in shares)       4,473,686    
Common shares issued to founders for cash $ 15,000     $ 53,000    
v2.4.0.8
Stockholders' Equity (Detail Textuals 1) (USD $)
1 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended 69 Months Ended 0 Months Ended 1 Months Ended 1 Months Ended
Feb. 28, 2010
Mar. 31, 2008
Sep. 30, 2013
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
Nov. 18, 2007
Oct. 11, 2011
Post merger
Feb. 10, 2011
Post merger
Mar. 10, 2010
Post merger
Aug. 31, 2013
Post merger
May 31, 2013
Post merger
Apr. 30, 2013
Post merger
Jan. 31, 2013
Post merger
Dec. 31, 2012
Post merger
Nov. 30, 2012
Post merger
Aug. 31, 2012
Post merger
Jul. 31, 2012
Post merger
Jun. 30, 2012
Post merger
May 31, 2012
Post merger
Apr. 30, 2012
Post merger
Apr. 30, 2011
Post merger
Nov. 22, 2010
Post merger
Feb. 28, 2010
Post merger
Dec. 31, 2009
Post merger
Dec. 29, 2011
Post merger
Original Issue Discount Senior Secured Convertible Promissory Notes
Stockholders Equity Note Disclosure [Line Items]                                                    
Cancelled shares of common stock                                               1,973,684    
Issued shares of common stock                                               21,330,000    
Common stock issued     32,304,702   28,167,063 32,304,702                                      23,830,000  
Common stock, shares outstanding     32,304,702   28,167,063 32,304,702