Document and Entity Information (USD $) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2012 |
Mar. 20, 2013 |
Jun. 30, 2012 |
|
| Document And Entity Information | |||
Entity Registrant Name |
5Barz International, Inc. | ||
Entity Central Index Key |
0001454124 | ||
Document Type |
10-K | ||
Document Period End Date |
Dec. 31, 2012 | ||
Amendment Flag |
false | ||
Current Fiscal Year End Date |
--12-31 | ||
Is Entity a Well-known Seasoned Issuer? |
No | ||
Is Entity a Voluntary Filer? |
No | ||
Is Entity's Reporting Status Current? |
No | ||
Entity Filer Category |
Smaller Reporting Company | ||
Entity Public Float |
$ 11,787,173 | ||
Entity Common Stock, Shares Outstanding |
124,753,887 | ||
Document Fiscal Period Focus |
FY | ||
Document Fiscal Year Focus |
2012 |
Consolidatated Balance Sheets (USD $) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| CURRENT ASSETS: | ||
Cash |
$ 48,308 | $ 49,209 |
Prepaid expenses and deposits |
22,156 | 19,159 |
Subscriptions receivable |
5,144 | |
TOTAL CURRENT ASSETS |
70,464 | 73,512 |
Equipment, net |
4,406 | 4,185 |
| OTHER ASSETS: | ||
Due from Cellynx - Line of credit |
250,152 | |
Deposit on investment in Cellynx |
170,000 | |
Intangible assets |
3,387,406 | 1,883,650 |
Goodwill |
1,140,246 | |
Total other assets |
4,527,652 | 2,303,802 |
TOTAL ASSETS |
4,602,522 | 2,381,499 |
| Current liabilities: | ||
Accounts payable and accrued expenses |
2,445,410 | 236,446 |
Due to Cellynx |
1,196,701 | |
Due to escrow agent |
52,321 | 53,033 |
Notes payable (net of discount) |
993,554 | 55,318 |
Total current liabilities |
3,491,285 | 1,541,498 |
Related party loans |
19,850 | 120,437 |
TOTAL LIABILITIES |
3,511,135 | 1,661,935 |
| STOCKHOLDERS' EQUITY | ||
Common stock, $.001 par value, 250,000,000 shares authorized; 117,418,281 and 90,182,785 shares issued and outstanding as of Decdember 31, 2012 and December 31, 2011, respectively |
117,418 | 90,183 |
Capital in excess of par value |
3,226,802 | 1,463,230 |
Deficit accumulated during the development stage |
(2,971,099) | (834,377) |
Accumulated Other Comprehensive Income |
4,272 | |
Non-controlling interest |
713,994 | 528 |
Total stockholders' deficit |
1,091,387 | 719,564 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ 4,602,522 | $ 2,381,499 |
Consolidatated Balance Sheets (Parenthetical) (USD $) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
Common stock, par value |
$ 0.001 | $ 0.001 |
Common stock, authorized |
250,000,000 | 250,000,000 |
Common stock, issued |
117,418,281 | 90,182,785 |
Common stock,outstanding |
117,418,281 | 90,182,785 |
Statement Of Loss and Deficit (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Income Statement [Abstract] | |||
Sales |
|||
Cost of Sales |
|||
| Selling general and administrative expenses: | |||
Amortization and depreciation |
3,520 | 606 | 4,573 |
Bank charges and interest |
192,466 | 41,982 | 235,863 |
Sales and marketing expenses |
114,672 | 226,741 | 344,413 |
General and administrative expenses |
2,053,678 | 534,777 | 2,634,397 |
Total operating expenses |
2,364,336 | 804,106 | 3,219,246 |
(Loss) from operations |
(2,364,336) | (804,106) | (3,219,246) |
| Other income (expense): | |||
Interest Income |
16,666 | 16,666 | |
Currency gains (losses) |
(5,215) | 6,803 | (567) |
Change in fair value of derivative liability |
630,086 | 630,086 | |
Amortization of debt discount on derivative liability |
(132,897) | (132,897) | |
Change in warrant liability |
(2,355) | (2,355) | |
Other expense |
(781) | (781) | |
Loss on termination of financing agreements |
(152,676) | (152,676) | |
Other income |
336,943 | 22,959 | 357,476 |
Net (loss) before non-controlling interest |
(2,027,393) | (781,147) | (2,861,770) |
Non-controlling interest |
109,329 | 109,329 | |
Net (loss) after non-controlling interest |
(2,136,722) | (781,418) | (2,971,099) |
Basic earnings (loss) per common share |
$ (0.02) | $ (0.01) | |
Weighted average number of shares outstanding |
97,532,158 | 90,182,785 | |
| Other comprehensive income: | |||
Foreign currency translation adjustments |
4,272 | ||
Other comprehensive income |
4,272 | ||
Comprehensive income |
$ (2,132,450) | ||
Statements of Cash Flows (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss |
$ (2,027,393) | $ (781,147) | $ (2,861,770) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization |
3,520 | 469 | 3,989 |
Amortization of debt discount on derivative security |
132,897 | 132,897 | |
Non-controlling interest share of net loss |
(257) | (257) | |
Stock based compensation |
7,113 | 7,113 | |
Common shares issued for services |
798,463 | 7,500 | 805,963 |
Change in fair value of derivative liability |
(541,450) | (541,450) | |
| Changes in operating assets and liabilities: | |||
Change in amount due to related party |
(19,159) | (19,159) | |
Change in accounts payable and accrued expenses |
379,118 | 221,226 | 615,564 |
Change in prepaid expenses and deposits |
(2,997) | (2,997) | |
Change in unpaid interest and penalties on notes payable |
359,698 | 22,833 | 382,531 |
Change in debt discount on convertible notes |
20,181 | 20,181 | |
Change in amount due to escrow agent |
(712) | 53,033 | 52,321 |
Change in warrant liability |
14,968 | 14,968 | |
Net cash from (used in) operating activities |
(856,594) | (495,502) | (1,390,106) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Deposit on investment in Cellynx |
(170,000) | (170,000) | |
Cash in Cellynx - date of acquisition |
3,260 | 3,260 | |
Acquisition of intangible assets |
(4,808) | (4,808) | |
Purchase of furniture and equipment |
(4,653) | (4,653) | |
Net cash used in investing activities |
(1,548) | (174,653) | (176,201) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments under line of credit agreement Cellynx |
(250,152) | (250,152) | |
Payment of amount due to Cellynx - intellectual property acquisition |
(242,865) | (242,865) | |
Proceeds from issuance of convertible notes |
293,500 | 113,639 | 407,139 |
Payments of notes to related party - Dollardex |
(100,587) | (324,576) | (425,163) |
Proceeds used to settle notes payable |
(68,318) | (68,318) | |
Proceeds from issuance of common stock |
520,000 | 1,360,440 | 1,909,847 |
Proceeds from issuance of common stock to minority interest - 5BARz AG |
203,230 | 76,625 | 279,855 |
Proceeds used in repayment of loans from shareholder |
(8,602) | (8,602) | |
Subscription receivable |
5,144 | (5,145) | 8,602 |
Net cash provided by financing activities |
852,969 | 719,364 | 1,610,343 |
Effects of foreign currency exchange |
4,272 | 4,272 | |
NET INCREASE IN CASH |
(901) | 49,209 | 48,308 |
CASH, BEGINNING OF PERIOD |
49,209 | ||
CASH, END OF PERIOD |
48,308 | 49,209 | 48,308 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest |
17,506 | 1,018 | 60,903 |
| Acquisition of interest in Cellynx Group, Inc. | |||
Common stock issued upon acquisition of Cellynx Group, Inc. |
250,000 | 250,000 | |
Settlement of prepaid deposit upon acquisition of Cellynx Group, Inc. |
170,000 | 170,000 | |
Fair market value of notes converted upon acquisition of Cellynx |
455,000 | 455,000 | |
Fair market value of net assets acquired (Note 12) |
875,000 | 875,000 | |
Conversion of Note payables |
69,900 | 69,900 | |
Investment in Cellynx Intellectual property for shares |
$ 1,800,000 | $ 1,800,000 | |
Consolidated Statements of Stockholders Equity (USD $) |
Common Stock |
Excess of Par Value |
Subscription Receivable |
Deficit Accumulated During Development Stage |
Noncontrolling Interest |
Other Comprehensive Income |
Total |
|---|---|---|---|---|---|---|---|
Beginning Balance, Amount at Nov. 17, 2008 |
|||||||
Founder Shares Issued, Shares |
7,100,000 | ||||||
Founder Shares Issued, Amount |
$ 7,100 | ||||||
Issuance of Common Stock , shares |
1,776,100 | ||||||
Issuance of Common Stock , amount |
1,776 | 15,969 | |||||
Stock Subscription Receivable |
(425) | ||||||
Development state net loss |
(4,888) | ||||||
Ending Balance, Amount at Dec. 31, 2008 |
8,876 | 15,969 | (425) | (4,888) | 19,532 | ||
Ending Balance, Shares at Dec. 31, 2008 |
8,876,100 | ||||||
Stock Subscription Receivable |
425 | 425 | |||||
Development state net loss |
(19,220) | (19,220) | |||||
Ending Balance, Amount at Dec. 31, 2009 |
8,876 | 15,969 | (24,108) | 737 | |||
Beginning Balance, Shares at Dec. 31, 2009 |
8,876,100 | ||||||
Initiated 18:1 stock split, November 2010, Shares |
150,893,700 | ||||||
Initiated 18:1 stock split, November 2010, Amount |
150,894 | (150,894) | |||||
Shares cancelled, Shares |
(87,800,000) | ||||||
Shares cancelled, Amount |
(87,800) | 87,800 | |||||
Issuance of Common Stock , shares |
15,600,000 | ||||||
Issuance of Common Stock , amount |
15,600 | (1,950) | 13,650 | ||||
Development state net loss |
(29,122) | (29,122) | |||||
Ending Balance, Amount at Dec. 31, 2010 |
87,570 | (49,075) | (53,230) | (14,735) | |||
Ending Balance, Shares at Dec. 31, 2010 |
87,500,000 | ||||||
Beginning Balance, Amount at Nov. 30, 2010 |
|||||||
Shares issued - Investement in CelLynx Group Inc, shares |
15,600,000 | ||||||
Ending Balance, Amount at Dec. 31, 2010 |
87,570 | (49,075) | (53,230) | (14,735) | |||
Ending Balance, Shares at Dec. 31, 2010 |
87,500,000 | ||||||
Issuance of Common Stock , shares |
2,182,290 | ||||||
Issuance of Common Stock , amount |
2,182 | 1,358,258 | 1,360,440 | ||||
Shares issued for Services, shares |
75,000 | ||||||
Shares issued for Services, amount |
75 | 7,425 | 7,500 | ||||
Conversion of convertible note, shares |
355,695 | ||||||
Conversion of convertible note, amount |
356 | 70,782 | 71,139 | ||||
Proceeds on share sales - 5BARz AG |
75,840 | 75,840 | |||||
Development state net loss |
(781,147) | (781,147) | |||||
Minority Interest |
528 | 528 | |||||
Ending Balance, Amount at Dec. 31, 2011 |
90,183 | 1,458,086 | 0 | (834,377) | 528 | 719,564 | |
Ending Balance, Shares at Dec. 31, 2011 |
90,182,785 | ||||||
Issuance of Common Stock , shares |
6,541,667 | ||||||
Issuance of Common Stock , amount |
6,542 | 513,458 | 520,000 | ||||
Shares issued for Services, shares |
10,042,491 | ||||||
Shares issued for Services, amount |
10,042 | 778,421 | 798,463 | ||||
Stock option expense |
7,113 | 7,113 | |||||
Conversion of convertible note, shares |
401,338 | ||||||
Conversion of convertible note, amount |
401 | 11,599 | 12,000 | ||||
Proceeds on share sales - 5BARz AG |
220,238 | 220,238 | |||||
Shares issued - Investement in CelLynx Group Inc, shares |
1,250,000 | ||||||
Shares issued - Investement in CelLynx Group Inc, amount |
1,250 | 248,750 | 250,000 | ||||
Intangible assets, shares |
9,000,000 | ||||||
Intangible assets, amount |
9,000 | 1,791,000 | 1,800,000 | ||||
Elimination of CelLynx investment in 5BARz |
(1,800,000) | (1,800,000) | |||||
Development state net loss |
(2,136,722) | 109,329 | (2,027,393) | ||||
Foreign Currency Gain |
4,272 | 4,272 | |||||
Other |
10,273 | 10,273 | |||||
Sale of non-controlling interest |
10,531 | 10,531 | |||||
Fair value of non-controlling interest |
583,333 | 583,333 | |||||
Ending Balance, Amount at Dec. 31, 2012 |
$ 117,418 | $ 3,226,802 | $ 0 | $ (2,971,099) | $ 713,994 | $ 4,272 | $ 1,091,387 |
Ending Balance, Shares at Dec. 31, 2012 |
117,418,281 |
Organization, Going Concern and Development Stage |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Notes to Financial Statements | |
Organization, Going Concern and Development Stage |
Note 1 Organization, Going Concern and Development Stage
The Company was incorporated under the laws of the State of Nevada on November 14, 2008. The Company was originally named Bio-Stuff and was a designated shell corporation from inception to the date of acquisition of the 5BARz assets.
On December 29, 2010 the Company changed its name to 5BARz International, Inc. and on December 30, 2010, the Company acquired from CelLynx Group, Inc. the rights to certain intellectual property underlying the 5BARz products, a highly engineered wireless technology referred to as a cellular network infrastructure device. The 5BARz device captures cell signal and provides a smart amplification and resend of that cell signal giving the user improved cellular reception in their home, office or while mobile. On March 29, 2012, 5BARz International, Inc. acquired a 60% controlling interest in CelLynx Group, Inc.
On November 6, 2011, the Company incorporated a subsidiary Company in Zurich, Switzerland called 5BARz AG which is a 94.6% held subsidiary at December 31, 2012. This entity has been granted the license for the marketing and distribution rights for 5BARz products in Germany, Austria and Switzerland.
These financial statements reflect the financial position for the Company and its subsidiary companies 5BARz AG, CelLynx Group Inc. and its wholly owned subsidiary CelLynx Inc. as at December 31, 2012. Results of operations include those operations for subsidiaries acquired from the date of acquisition.
Going concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage company and has not commenced planned principal operations. As shown in the accompanying consolidated financial statements, the Company has incurred recurring losses for the period from November 14, 2008 (date of inception) through December 31, 2012 of $2,861,770. The Company has negative cash flows from operations since inception of $1,390,106 and has an accumulated deficit of $2,971,099 at December 31, 2012. The Company has made no revenue to date. The Company is seeking additional sources of equity or debt financing, and there is no assurance these activities will be successful. These factors raise substantial doubt about the Companys ability to continue as a going concern and the Companys continued existence is dependent upon adequate additional financing being raised to develop its sales and marketing program for the sales of 5BARz product and commence its planned operations.
The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
Development stage
The Company is considered to be a development stage entity as defined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 915. The Company has been a development stage entity since November 14, 2008 its inception. The Company has not generated any revenues to date.
|
Summary of significant accounting policies |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of significant accounting policies |
Note 2 - Summary of significant accounting policies
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its 94.6% owned subsidiary, 5BARz AG, and its 56% owned subsidiary CelLynx Group, Inc. and that Companys 100% owned subsidiary CelLynx, Inc. All intercompany accounts and transactions have been eliminated in consolidation.
Cash
Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of one year or less.
Use of estimates
The preparation of these 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 revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates.
Concentration of credit risk
Cash includes deposits in accounts maintained at financial institutions. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. As of December 31, 2012 and 2011, the Company did not have any deposits in excess of federally-insured limits. To date, the Company has not experienced any losses in such accounts.
Equipment
Equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The useful life of the equipment is being depreciated over three to five years.
Intangible assets
Acquired patents, licensing rights and trademarks are capitalized at their fair value. The legal costs, patent registration fees, and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
Capitalized costs for patents are amortized on a straight-line basis over the remaining twenty-year legal life of each patent after the costs have been incurred. Once each patent or trademark is issued, capitalized costs are amortized on a straight-line basis over a period not to exceed 20 years and 10 years, respectively. All research and development costs incurred in developing the patentable idea are expensed as incurred. The licensing right is amortized on a straight-line basis over a period of 10 years. Based on its review, the Company concluded that as of December 31, 2012 and December 31, 2011 there was no impairment of its intangible assets.
Goodwill
Generally accepted accounting principles in the United States require the Company to perform a goodwill impairment test annually and more frequently when negative conditions or a triggering event arise. After an assessment of certain qualitative factors, if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test. Based on its review, the Company concluded that as of December 31, 2012 there was no impairment of its goodwill.
Impairment or disposal of long-lived assets
The Company applies the provisions of Accounting Standards Codification (ASC) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review, the Company concluded that as of December 31, 2012 and December 31, 2011 there was no impairment of its long-lived assets.
Revenue recognition
The Company's revenue recognition policies are in compliance with ASC Topic 605, Revenue Recognition. Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.
Foreign currency translation
Transactions in foreign currencies have been translated into US dollars using the temporal method. The functional currency of the Companys subsidiary 5BARz AG, is its local currency (Swiss Franc CHF). Under this method, monetary assets and liabilities are translated at the year-end exchange rate. Non-monetary assets have been translated at the historical rate of exchange prevailing at the date of the transaction. Expenses have been translated at the exchange rate at the time of the transaction. Realized and unrealized foreign exchange gains and losses are included in operations.
Fair value of financial instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments.
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
The assets or liabilitys fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis.
The following table sets forth a summary of the changes in the fair value of the Companys Level 3 financial liabilities that are measured at fair value on a recurring basis:
The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Companys derivative financial instruments are provided below:
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivate liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Companys accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companys accounting and finance department with support from the Companys consultants and which are approved by the Chief Financial Officer.
Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.
The Company uses the Black-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Companys stock price, contractual terms, maturity, risk free rates, as well as, volatility.
As of December 31, 2012 and 2011, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.
Derivative instruments
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date.
Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. Under ASC 718, the Companys volatility is based on the historical volatility of the Companys stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Companys expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Companys employee stock options, it is managements opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Companys employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction.
The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
Income taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company is open for examination for the years 2009, 2010 and 2011. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2012 and 2011.
Net loss per share
The Company reports loss per share in accordance with the ASC Topic 260, Earnings Per Share., which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. These potentially dilutive securities were not included in the calculation of loss per common share for the years ended December 31, 2012 or 2011 because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Companys subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Companys balance sheet.
Reclassifications
Certain reclassifications have been made in the financial statements at December 31, 2011 and for the periods then ended to conform to the December 31, 2012 presentation. The reclassifications had no effect on net loss.
Recent accounting pronouncements
In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.
In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted. The Company has adopted this guidance, during the fiscal year ended December 31, 2012.
In December 2011, The FASB issued Accounting Standards Update 2011-12 (ASU 2011-12), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. ASU 2011-12 defers the requirement that companies present reclassification adjustments for each component of AOCI in both net income and OCI on the face of the financial statements. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements.
This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard did not have a material impact on the Companys consolidated financial position and results of operations.
In July 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations.
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). The amendment requires disclosure of information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, disclosure is required, either on the face of the statement where net income is presented or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new requirements are effective for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 as of January 1, 2013 did not have an impact on the Company's condensed consolidated financial statements.
FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2012 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2012 or 2011, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective.
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Equipment |
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Equipment |
Note 3 Equipment Equipment consisted of the following at December 31, 2012 and December 31, 2011:
During the year ended December 31, 2012 the Company incurred depreciation expense of $1,451, (2011 - $416), and $4,573 from November 14, 2008 (date of inception) to December 31, 2012.
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Intangible assets and goodwill |
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Intangible assets and goodwill |
Note 4 Patents and other intangible assets
Intangible assets are comprised of patents, trademarks and license rights which are recorded at cost, comprised of legal fees and acquisition costs. Once each patent or trademark is issued, capitalized costs are amortized on a straight-line basis over a period not to exceed 20 years and 10 years, respectively. License rights are amortized over the period of the respective license agreement.
During the years ended December 31, 2012 and 2011 no amortization has been recorded on the intangible assets. The intangible assets acquired on December 29, 2011 related to the 5BARz technology will commence amortization with the initial commercial production of products incorporating the related technology. The Companys estimated patent amortization over the next five years is expected to be $886,998.
Marketing and distribution agreement will commence amortization with the initial commercial production of products. Trademark and license amortization is calculated straight line over a 10 year period. The Companys estimated amortization on trademarks and licenses over the next five years is expected to be $806 and $806 for the remaining life of those assets.
The changes in the carrying amount of goodwill for the year ended December 31, 2012 are as follows:
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Income taxes |
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| Schedule of Investments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income taxes |
Note 5 - Income taxes The domestic and foreign components of income (loss) before income taxes from continuing operations are as follows:
The income tax provision (benefit) consists of the following:
The provision (benefit) for income taxes using the statutory federal tax rate as compared to the Companys effective tax rate is summarized as follows:
The Companys deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:
As of December 31, 2012, the Company had approximately $210,000, $3,375,000 and $1,159,000 of foreign, U.S. federal and state net operating loss carryovers (NOLs), respectively, to offset future taxable income. As of December 31, 2011, the Company had approximately $73,000, $9,655,000 and $8,685,000 of foreign, U.S. federal and state NOLs, respectively, to offset future taxable income. The foreign net operating loss carryovers begin expiring in 2018, if not utilized. The U.S. federal and state net operating loss carryovers begin expiring in 2025. In accordance with section 382 of the Internal Revenue Code, deductibility of the Companys U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control. Management has performed a preliminary evaluation as to whether a change in control has taken place, and has concluded that there was a change of control with respect to the NOLs of CelLynx Group, Inc. when the Company acquired its 60% ownership interest in March 2012.
Therefore, the NOLs of CelLynx Group Inc. will be subject to an annual limitation of approximately $8,700 as determined under the regulations. Due to the annual limitation, management has determined that $8,838,000 of the NOLs of CelLynx Group, Inc. will expire unused and has reduced the related deferred tax asset accordingly.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance for all periods. For the years ended December 31, 2012 and 2011, the change in the valuation allowance was $1,112,028 and $212,103, respectively.
The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprises financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits." A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise's potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. Interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as "Interest expense, net" in the statements of operation. Penalties would be recognized as a component of "General and administrative expenses." No interest or penalties were recorded during the year ended December 31, 2012 and December 31, 2011. As of December 31, 2012 and December 31, 2011 no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files U.S. federal and state income tax returns. These tax returns are subject to examination by tax authorities for years beginning in December 31, 2009. 5Barz AG files foreign tax returns in Switzerland. These tax returns are subject to examination by tax authorities for years beginning in 2011. |
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Cumulative Sales of Stock |
12 Months Ended |
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Dec. 31, 2012 | |
| Notes to Financial Statements | |
Cumulative Sales of Stock |
Note 6 - Cumulative sales of stock Since its inception, we have issued shares of common stock as follows: On November 14, 2008, the Companies Directors authorized the issuance of 7,100,000 founder shares at par value of $0.001. These shares are restricted under rule 144 of the Securities Exchange Commission. On various days in December 2008, our Directors authorized the issuance of 1,776,100 shares of common stock at a price of $0.01 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading. On November 15, 2010, our Directors initiated a forward stock split of 18:1 and increased the authorized shares from 100,000,000 to 250,000,000 On December 30, 2010, the Directors approved the cancellation of 87,800,000 shares of common stock. On December 31, 2010, the Directors issued 15,600,000 shares in conjunction with the acquisition of certain assets, more fully described in Note 7.
On January 10, 2011 the Company issued 300,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $300,000.
On January 15, 2011 the Company issued 200,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $200,000.
On March 9, 2011 the Company issued 150,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $150,000.
On April 4, 2011 the Company issued 350,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $350,000.
On April 7, 2011 the Company issued 200,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $200,000.
On June 3, 2011 the Company issued 5,000 shares of common stock at a price of $0.70 per share for aggregate proceeds of $3,500.
On July 18, 2011 the Company issued 25,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $25,000.
On July 21, 2011 the Company issued 69,610 shares of common stock at a price of $0.20 per share for aggregate proceeds of $13,922.
On July 24, 2011 the Company issued 40,000 shares of common stock at a price of $0.50 per share for aggregate proceeds of $20,000.
On October 20, 2011 the Company issued 37,500 shares of common stock at a price of $0.20 per share for aggregate proceeds of $7,500
On November 8, 2011 the Company issued 200,000 shares of common stock at a price of $0.15 per share for aggregate proceeds of $30,000.
On December 7, 2011 the Company issued 75,000 shares of common stock at a price of $0.10 per share for services provided in the amount of $7,500.
On December 15, 2011 the Company issued 455,180 shares of common stock at a price of $0.10 per share for aggregate proceeds of $45,518.
On December 1, 2011 the Company issued 355,695 shares of common stock at a price of $0.20 per share for conversion of a Convertible Debenture Agreement, dated August 15,2011for a principal amount of Fifty Thousand Euros (50,000), which bears interest at a rate of 8.5%. The aggregate proceeds amounted to $67,513.
On December 19, 2011 the Company issued 150,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $15,000.
In December 2011, 5BARz AG sold 21,000 common shares with a par value of 0.01 per share, at a price of CHF 3.00 ($3.26 US) per share, for aggregate proceeds of CHF 63,000 (US $75,840). The proceeds received have been credited to additional paid in capital in these consolidated financial statements.
On January 12, 2012 the Company issued 300,000 shares of common stock at a price of $0.10 per share for services for aggregate proceeds of $30,000.
On February 1, 2012 the Company issued 1,500,000 shares of common stock at a price of $0.10 per share for services for aggregate proceeds of $150,000.
On February 1, 2012 the Company issued 50,000 shares of common stock at a price of $0.10 per share for services for aggregate proceeds of $5,000.
On February 7, 2012 the Company issued 500,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $50,000.
On February 29, 2012 the Company issued 100,000 shares of common stock for services at a price of $0.4799 per share for aggregate proceeds of $47,990.
On February 29, 2012 the Company issued 200,000 shares of common stock for services at a price of $0.10 per share for aggregate proceeds of $20,000.
On March 6, 2012 the Company issued 433,334 shares of common stock at a price of $0.12 per share for aggregate proceeds of $52,000.
On March 7, 2012 the Company issued 150,000 shares of common stock at a price of $0.12 per share for aggregate proceeds of $18,000.
On March 20, 2012 the Company issued 333,334 shares of common stock at a price of $0.15 per share for aggregate proceeds of $50,000.
On March 22, 2012 the Company issued 170,000 shares of common stock at a price of $0.15 per share for aggregate proceeds of $25,500.
On March 26, 2012 the Company issued 50,000 shares of common stock at a price of $0.12 per share for aggregate proceeds of $6,000.
On March 29, 2012 the Company issued 9,000,000 shares of common stock at a price of $0.20 per share in payment to CelLynx Group, Inc. for a 60% for aggregate proceeds of $1,800,000. The shares were issued to acquire the 5BARz cellular technology rights.
On March 29, 2012 the Company issued 1,250,000 shares of 5BARz common stock at a price of $0.20 per share for aggregate proceeds of $250,000, plus $170,000 cash, in payment to two founders of CelLynx Group Inc. for 63,412,638 common shares of CelLynx Group, Inc.
On April 2, 2012 the Company issued 250,000 shares of common stock for services, at a price of $0.12 per share for an aggregate value of $30,270.
On April 18, 2012 the Company issued 100,000 shares of common stock at a price of $0.15 per share for aggregate proceeds of $15,000.
On April 30, 2012 the Company issued 125,000 shares of common stock at a price of $0.12 per share for services for an aggregate value of $14,977.
On April 30, 2012 the Company issued 66,667 shares of common stock at a price of $0.15 per share for services for an aggregate value of $10,000.
On May 3, 2012 the Company issued 80,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $8,000.
On May 14, 2012 the Company issued 20,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $2,000.
On June 12, 2012 the Company issued 95,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $9,500.
On June 21, 2012 the Company issued 2,150,000 shares of common stock at a price of $0.10 per share for services for an aggregate value of $212,685.
On June 27, 2012 the Company issued 50,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $5,000.
On July 9, 2012 the Company issued 520,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $52,000.
On July 20, 2012 the Company issued 250,000 shares of common stock at a price of $0.20 per share for services for an aggregate value of $50,000.
On August 10, 2012 the Company issued 500,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $25,000.
On August 14, 2012 the Company issued 500,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $25,000.
On August 14, 2012 the Company issued 140,000 units at a price of $0.05 per unit for aggregate proceeds of $7,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On September 5, 2012 the Company issued 100,000 units at a price of $0.05 per unit for aggregate proceeds of $5,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On September 10, 2012 the Company issued 401,338 shares of common stock at a price of $0.0299 per share as partial conversion of a note payable in settlement of $12,000 due under that note.
On September 14, 2012 the Company issued 300,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $15,000.
On October 12, 2012 the Company issued 300,000 units at a price of $0.05 per unit for aggregate proceeds of $15,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On October 26, 2012 the Company issued 100,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $5,000.
On December 7, 2012 the Company issued 3,300,824 shares of common stock at a price of $0.05 per share, for services with a total value of $165,041.
On December 12, 2012 the Company issued 400,000 units at a price of $0.05 per unit for aggregate proceeds of $20,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On December 17, 2012 the Company issued 1,200,000 units at a price of $0.05 per unit for aggregate proceeds of $60,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On December 31, 2012 the Company issued 2,250,000 shares for services at a price of $0.05 per share, for a total value of $112,500. |
Asset Acquisiton Agreement |
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| Notes to Financial Statements | ||||||||||
Asset Acquisiton Agreement |
Note 7 - Asset acquisition agreement
On December 31, 2010, the Company entered into three agreements as follows; (i) An Amended and Restated Master Global Marketing and Distribution Agreement. (ii) An asset purchase agreement (iii) A line of credit agreement and security agreement These agreements with CelLynx Group, Inc. provide for the exclusive global marketing and distribution of the 5BARz line of products and related accessories and a 50% ownership interest in the 5BARz intellectual property. In addition, a revolving line of credit facility has been made available to CelLynx. On March 29, 2012, the Company and CelLynx Group Inc. entered into an agreement which provided several amendments to the agreement referred to above. As a result of those amendments, the following arrangements between the Companies were established;
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Convertible Securities |
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Convertible Securities |
Note 8 Convertible Securities Convertible Promissory Note
On September 20, 2011, 5BARz International Inc., completed a transaction pursuant to a Promissory Note agreement (the Note), through which the company borrowed $42,500. The Note bears interest at a rate of 8%, and is due on June 22, 2012, (the Due Date). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principle amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principle amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note is convertible into common stock. On March 20, 2012 the note, along with accrued interest and a prepayment amount was settled in full by the payment of $65,361, and the note was cancelled.
On February 27, 2012, 5BARz International Inc., completed a transaction pursuant to a Promissory Note agreement (the February 27, 2012 Note), through which the Company borrowed $37,500. The Note bears interest at a rate of 8%, and is due on November 29, 2012, (the Due Date). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principle amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principle amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note is convertible into common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Companys common stock for a period of 10 days prior to the date of notice of conversion. On September 10, 2012, the Company redeemed $12,000 payable on that note, by the issuance of 401,338 common shares at a price of $0.0299 per share.
On May 3, 2012, 5BARz International Inc., completed a transaction pursuant to a Promissory Note agreement (the May 3, 2012 Note), through which the Company borrowed $42,500. The proceeds were received by the Company on May 24, 2012. The Note bears interest at a rate of 8%, and is due on February 3, 2013, (the Due Date). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principle amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principle amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note is convertible into common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Companys common stock for a period of 10 days prior to the date of notice of conversion.
On September 18, 2012, the Company completed a transaction pursuant to a Promissory Note agreement (the September 18, 2012 Note), through which the Company borrowed $13,500. The Note bears interest at a rate of 8%, and is due on March 17, 2013, (the Due Date). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principle amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principle amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note is convertible into common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Companys common stock for a period of 10 days prior to the date of notice of conversion.
On December 12, 2012, the Company entered into a future agreement to repay the February 27, 2012 Note, May 3, 2012 Note and the September 18, 2012 Note for aggregate payments of $100,000 payable as to $35,000 on December 31, 2012 and $65,000 on February 15, 2013. At this time the notes were no longer convertible and upon the payment of $100,000 would be paid in full. The Company missed its December 31, 2012 payment of $35,000. However, on January 4, 2013, the Company paid $25,000 to the note holder and another $15,000 on February 15, 2013. On March 22, 2013, the note holder filed a complaint against the Company (see Note 13). The complaint claims that the Company missed its required payments under the December 12, 2012 agreement. The Company has accrued a default penalty of 50% of the notes payable as well as default interest of 22% per annum from the date of the default. As of December 31, 2012, the Company has recorded the total of $129,460 which includes the original principal balance, the default penalty and interest.
The Company has the option to pay the amount due in cash or in shares as defined in the terms of the notes agreements.
Securities Purchase Agreements Convertible Debenture Agreement & Equity Investment Agreement
In January 2012, the Company negotiated potential agreements for a convertible debenture and an equity investment agreement with a private investment firm. As contemplated, the convertible debenture agreement provided that the investor could invest up to $500,000 and convert the principal and unpaid interest into a certain number of shares, 180 days from the date of the agreement. The equity investment agreement provided to Holder the right, from time to time during the term of the Agreement, to invest in the Company through the purchase of up to $5,000,000 of the Companys Common Stock. Each purchase under this Agreement was to be made at 150% of the Volume Weighted Average Price (VWAP) on the day prior to the day the investment is made (the Purchase Price). Beginning on the date that is one hundred eighty (180) days following the Issue Date, Holder shall have the right to purchase Common Stock under this Agreement. Provided the VWAP is above $0.06, Holder shall purchase a minimum of $50,000 per month beginning two hundred ten (210) days from the Issue Date. As at December 31, 2012, the Company had received $150,000 in funding from the private investment firm. In addition the Company had taken back a $400,000 note receivable from the investment firm under the terms of the convertible debenture agreement.
On August 2, 2012 and August 13, 2012, the Company received conversion notices that materially conflict with the parties negotiations and the terms of the agreement. Based on those and related communications, the Company has concluded that there has been no meeting of the minds between the Company and the private investment firm on key provisions of the putative agreements. The Company has offered to repay the amounts invested along with accrued interest and additional share compensation, but arrived at no settlement.
On October 16, 2012, the investment firm filed a complaint in the federal court for the Northern District of California claiming breach of contract and seeking compensatory damages and alleged loss of profits of in excess of $2,500,000, based upon their $150,000 investment made under the putative agreements. La Jolla Cove Investors, Inc. v. 5BARz International, Inc., 3:12-CV-5333 (N.D. Cal.). On November 8, 2012, the Company filed an answer, affirmative defenses, and counterclaims, against the plaintiff. On January 3, 2013, the Company entered into a settlement agreement requiring payments in the aggregate amount of $300,000 yielding interest at 9%, and the issuance of 125,000 shares of the common stock of the Company. In the event that $220,000 is paid by July 2, 2013, all amounts will be considered paid. The schedule for payments is January 24, 2013 - $10,000, April 3, 2013 - $30,000, July 2, 2013 - $180,000. The Company issued the 125,000 shares on February 12, 2013. On March 13, 2013, an order granting entry of stipulated judgment was granted to La Jolla Cove Investors for payment by the Company of the $300,000 plus interest at 9%. The $300,000 and the value of the shares have been accrued for at December 31, 2012. Also see litigation note 13.
CelLynx Group, Inc. Convertible Promissory Notes
The Companys subsidiary, CelLynx Group, Inc. has two 8% convertible promissory notes outstanding at December 31, 2012 as follows:
The Company has the right to pre-pay the debt up to six months from the date of issue. During the first 120 days following the issue date of the Note may be settled by paying 150% of the then-outstanding principal amount and any accrued and unpaid interest, penalties, or other amounts owing.
Subsequent to year end the Company received a notice of default on notes entered into with the lender. Accordingly all notes to the lender have been recorded at the default amount at December 31, 2012 as the result of a cross default provision in the agreements. The Company has accrued a default penalty of 50% of the note payable as well as default interest at 22% per annum from the date of the default.
The Company has the option to pay the amounts due in cash or in shares as defined in the terms of the notes agreements. The resulting balances are as follows:
*On November 27, 2012, the holder of the note converted principal amount of $10,800 into 72,000,000 shares of CelLynx Group, Inc.
CelLynx Group, Inc. Other Convertible Promissory Note
On July 9, 2012 the Company settled the terms of a convertible debenture owed by its subsidiary Company, CelLynx Group, Inc. on the six month anniversary of the note for proceeds of $30,582. The payment represents payment in full of principal, interest at a rate of 8% per annum and a pre-payment penalty of $14,400.
As described elsewhere herein, the Company was in default on its other notes. Accordingly, based on the agreement, the January 5, 2012 Note was in default. The Company has accrued a default penalty of 50% of the note payable as well as default interest at 22% per annum from the date of the default and recorded a total of $80,438 on its books at December 31, 2012. The Company has the option to pay the amount due in cash or in shares as defined in the terms of the note agreement.
On April 5, 2011 (the April 5, 2011 Note), the Company entered into a Securities Purchase Agreement (the SPA) with one of its directors, Dwayne Yaretz (Yaretz), in connection with the purchase by Yaretz of a Convertible Promissory Note (the Yaretz Note).
Pursuant to the Yaretz Note, Yaretz loaned to the Company the principal amount of $50,000. The Yaretz Note bears interest at a rate of 8%, and was due on January 5, 2012. Yaretz could have converted principal and unpaid interest on the note into shares of the Companys common stock, with the number of shares issuable determined by dividing the amount to be converted by the conversion price which is equal to 63% of the average of the three lowest trading prices of the Companys common stock over the ten trading days prior to the date of the conversion.
As described elsewhere herein, the Company was in default on its other notes. Accordingly, based on the agreement, the April 5, 2011 Note was in default. The Company has accrued a default penalty of 50% of the note payable as well as default interest at 22% per annum from the date of the default and recorded a total of $98,613 on its books at December 31, 2012. The Company has the option to pay the amount due in cash or in shares as defined in the terms of the note agreement.
On August 15, 2006, the Company issued a secured promissory note (the August 2006 Note) for $250,000 to an unrelated entity Holder. On November 10, 2007, the August 2006 Note was amended (the Amended Note). At the date of the amendment, the Company was obligated to pay to the Holder $262,356 which represented the principal and accrued interest. In contemplation of the completion of the reverse merger, the Company and the holder reached an agreement whereby this Amended Note superseded the August 2006 Note. The principal amount of the Amended Note is $262,356, is unsecured and bears interest at 4% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then accrued but unpaid interest, shall be due and payable upon the earlier of (i) November 9, 2010 at the written request of the holder to the Company, or (ii) when, upon or after the occurrence of an event of default. The principal amount is convertible into 4.8% of the Company shares outstanding. At December 31, 2012, the Company recorded on its books principal and interest in the amount of $316,351. |
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Options and Warrants |
Note 9 Options and Warrants Warrants 5BARz International Inc.
The following table summarizes the warrant activity to December 31, 2012:
Options CelLynx Group, Inc.
At December 31, 2012, CelLynx Group Inc. has the following Options outstanding;
The number and weighted average exercise prices of all options and warrants exercisable as of December 31, 2012, are as follows:
Warrants CelLynx Group, Inc.
The following table summarizes the warrant activity to December 31, 2012:
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Related Party Transaction |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Notes to Financial Statements | |
Related Party Transaction |
Note 10 - Related party transactions On December 30, 2010 the Company acquired by way of an assignment agreement all right title and interest in a set of agreements from a Company of which the President and Director is also the President and Director of the reporting Company. The proceeds to be paid for that assignment agreement is comprised of a note payable in the amount of $370,000, and the issuance of 15,600,000 shares of common stock. During the year ended December 31, 2012 the Company paid $61,954 of principal and interest on that note. At December 31, 2012 the Company had a remaining balance to the related party in the amount of $19,850 (2011 - $120,437). |
Investment in 5BARz AG |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Notes to Financial Statements | |
Investment in 5BARz AG |
Note 11 Investment in 5BARz AG
On October 6, 2011, the Company incorporated a subsidiary Company under the laws of Switzerland, in the Canton of Zurich, called 5BARz AG. 5BARz AG issued 10,000,000 common shares of which 5,100,000 are held by the Company, 450,000 are held by officers and a consultant to the Company and 4,450,000 were held in escrow for resale, by an independent escrow agent under the control of the Company. 5BARz AG issued the shares with a stated or par value of CHF 0.01 per share for proceeds of CHF 100,000 (US - $108,752). The net proceeds received on re-sale above the stated or par value of the shares, is paid into 5BARz AG as additional paid in capital. During the year ended December 31, 2012, sales of those securities aggregated 71,000 shares sold for proceeds of $213,000 CHF ($223,650 USD). At December 31, 2012 the Company holds a 94.6% controlling interest in 5BArz AG represented by 9,458,000 shares.
On October 19, 2011, the registrant, 5BARz International Inc. entered into a Marketing and Distribution agreement with 5BARz AG, through which 5BARz AG holds the exclusive rights for the marketing and distribution of products produced under the 5BARz brand for markets in Switzerland, Austria and Germany. That agreement does not have a royalty payment requirement, and remains effective as long as 5BARz AG is controlled by the Company. 5BARz AG is a consolidated subsidiary of the Company in these financial statements. |
Investment in Cellynx Group, Inc. |
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Investment in Cellynx Group, Inc. |
Note 12 Investment in CelLynx Group, Inc.
On January 7, 2011 the Company entered into a stock purchase agreement with two founding shareholders of CelLynx Group, Inc. to acquire in aggregate 63,412,638 shares of the capital stock of CelLynx Group, Inc. for total proceeds of $634,126. At that date the Company had paid $170,000 as a deposit made under that agreement. On March 29, 2012 the Company entered into a securities exchange agreement and settlement agreement with each of the two founding shareholders of CelLynx Group, Inc. whereby in addition to the $170,000 paid, the Company issued 1,250,000 shares of common stock of the issuer in exchange for the 63,412,638 shares of CelLynx Group, Inc. and mutual releases were signed between the parties releasing each from any further obligation.
As provided in Note 7 above, on March 29, 2012, the Company converted $73,500 of convertible debt in CelLynx Group, Inc for the issuance of 350,000,000 shares in the capital stock of CelLynx Group, Inc. As a result, in combination with the shares acquired from existing shareholders referred to above, the registrant acquired a 60% controlling interest in CelLynx Group, Inc. and has accounted for that acquisition as a consolidate subsidiary of the registrant effective March 29, 2012.
On March 29, 2012, the Company acquired a 60% interest in CelLynx Group, Inc. a Company based in California, which was the owner of the 5BARz intellectual property and is in the business of the development and commercialization of that technology. The objective of the acquisition is to integrate the global commercialization of the 5BARz technology and products, into a combined business and operating strategy. The purchase price, which was settled in cash, shares, and the settlement of convertible debt was $875,000, as follows;
The amounts recognized for each class of the acquirees assets and liabilities recognized at the acquisition date, March 29, 2012 are as follows;
As of December 31, 2012, the Company had only a 56% interest in CelLynx Group, Inc.
The individual results of operation for CelLynx Group Inc. for the quarter ended March 31, 2012 are available at the web site www.sec.gov, as that entity is a reporting public company, trading on the OTCBB in the US under trading symbol CYNX.
Subsequent to the date of acquisition, 5BARz International Inc. converted two amounts of debt due from CelLynx Group Inc.. On April 13, 2012 the company converted $7,700 of debt in exchange for 51,333,333 shares of CelLynx and on May 15, 2012 5BARz converted $58,500 dollars of debt due from CelLynx for 390,000,000 shares of CelLynx.
Unaudited pro forma combined financial information
The following presents the unaudited pro forma combined financial information, as if the CelLynx acquisition had occurred as of January 1.
The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the acquisition of CelLynx been completed as of January 1, 2012, nor are they necessarily indicative of future consolidated results. |
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Litigation |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Commitments and Contingencies Disclosure [Abstract] | |
Litigation |
Note 13 - Litigation
Prior to the Companys investment in CelLynx, on November 8, 2011 CelLynx Group, Inc was a Defendant in an action brought by Dophinshire L.P. regarding its office space in Mission Viejo, CA. That action has since been dismissed. Dolphinshire L.P., a California limited partnership v. CelLynx Group, Inc., a Nevada corporation and Does 1-10, Superior Court of California, Orange County, Case No. 00521213. On November 8, 2011, plaintiff brought suit against the Company for unlawful detainer of offices located at 25910 Acero, Suite 370, Mission Viejo, CA 92691 pursuant to a lease agreement, seeking an unspecified amount of damages not to exceed $25,000. The Company has engaged in settlement negotiations with the plaintiff and management expected to settle. CelLynx has since, by agreement, vacated the leased premises and continues to negotiate a payout of past due rent and penalties and has moved the general office to 4014 Calle Isabella, San Clemente, CA 92672. Past due rents have been included in accounts payable at December 31, 2012 and are subject to adjustments based on the outcome of negotiation.
On August 27, 2012, an action was brought against CelLynx Inc. and Does 1-10, in the Superior Court of California, El Dorado County, Case No. PCL20120700. On August 27, 2012, plaintiff brought suit against the Company for unlawful detainer of offices located at 5047 Robert J Matthews Parkway, El Dorado Hills, CA 95762 pursuant to a lease agreement, seeking damages of $24,699, legal fees of $3,000 and late charges of $2,041. The Company had by agreement, vacated the leased premises and continues to negotiate a payout of past due rent and penalties. Past due rents have been included in accounts payable at December 31, 2012 and are subject to adjustments based on the outcome of negotiation.
Prior to the Companys investment in CelLynx, on July 19, 2010 certain claims for unpaid wages were filed against CelLynx. Judgments were obtained commencing in August 2011 for back wages by some of its former employees. Some of those claims have been partially paid and others were expected to be paid in the normal course of business or were to be otherwise defended. Those claims have now been incorporated into California Labor Commission awards in favor of those former employees. Those awards total approximately $263,023 depending on interest charges. It is the Companys intention to pay these amounts when proceeds are available.
On October 16, 2012, a complaint was filed in the federal court for the Northern District of California against 5BARz International Inc. and Does 1 - 10, claiming breach of contract and seeking compensatory damages and alleged loss of profits of in excess of $2,500,000, based upon a $150,000 investment made by LA Jolla Cove Investors under certain putative agreements. La Jolla Cove Investors Inc. v. 5BARz International, Inc., 3:12-CV-5333 (N.D. Cal.). On January 3, 2013, the Company and La Jolla Cove Investors, Inc. entered into an agreement for the settlement of the lawsuit for proceeds of $300,000 plus accrued interest from the date of the settlement agreement at a rate of 9%, plus the delivery of 125,000 shares of the common stock of the Company. On January 13, 2013 a stipulation dismissing action without prejudice and without award of attorneys fees or costs was entered. The Company issued the 125,000 shares but was unable to meet the payment schedule as provided in the settlement agreement. On March 8, 2013 as a result of the default, La Jolla Cove was awarded a judgment in the amount of $300,000 plus accrued interest at a rate of 9% from the date of the settlement agreement. As of December 31, 2012, the Company has recorded $300,000 plus the value of the shares issued on its books.
On March 22, 2013 a complaint was filed in the Supreme Court of the State of New York, County of Nassau against 5BARz International Inc, Daniel Bland and James Vandeberg, by Asher Enterprises, Inc. claiming repayment of three Promissory notes in the principle amount of $81,000, penalties and interest. Asher Enterprises, Inc. vs. 5BARz International Inc.., Daniel Bland and James Vandeberg 13-003472(County of Nassau) The claims allege that damages in the amount of the greater of; (i) 200% x $81,000, the remaining outstanding principle amount of the Note, together with accrued and unpaid interest in the unpaid principle amount of the Notes, plus default interest; or (ii) the parity value of the default amount paid in shares as defined in the terms of the agreements. The Company intends to file an appearance and defend against the law suit.
The Companys subsidiary CelLynx Group, Inc. has received a Cease Trading Order from the British Columbia Securities Commission (BCSC) alleging that the Company is in violation of the British Colombia reporting requirements. The BCSC has assumed that since two the Company's Directors are domiciled in BC that the company is controlled out of BC and therefore subject to its reporting requirements. The Company denies that premise and is appealing the issuance of the CTO.
In addition to the above, the Company may become involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. |
Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Notes to Financial Statements | |
Subsequent Events |
Note 14 Subsequent events
Sales of Common Stock
During the period from January 1, 2013 to March 20, 2013, the Company sold the following equity securities;
On January 4, 2013 the Company issued 500,000 units at a price of $0.05 per unit for aggregate proceeds of $25,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On January 10, 2013 the Company issued 60,000 units at a price of $0.05 per unit for aggregate proceeds of $3,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On January 16, 2013 the Company issued 40,000 units at a price of $0.05 per unit for aggregate proceeds of $2,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On January 16, 2013 the Company issued 80,000 units at a price of $0.05 per unit for aggregate proceeds of $4,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On January 22, 2013 the Company issued 200,000 units at a price of $0.05 per unit for aggregate proceeds of $10,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On January 25, 2013 the Company issued 150,000 units at a price of $0.05 per unit for aggregate proceeds of $7,500. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term
On January 25, 2013 the Company issued 100,000 common shares at a price of $0.05 per share for services at an aggregate value of $5,000.
On February 4, 2013 the Company issued 650,000 units at a price of $0.05 per unit for aggregate proceeds of $32,500. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On February 12, 2013 the Company issued 125,000 common shares at a price of $0.06 per share, at a deemed value of $7,500 in partial settlement of a lawsuit with La Jolla Cove Investors, Inc.
On February 14, 2013 the Company issued 2,000,000 units at a price of $0.05 per unit for aggregate proceeds of $100,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On February 15, 2013 the Company issued 1,440,000 common shares at a price of $0.05 per share, for services with an aggregate value of $72,000.
On February 26, 2013 the Company issued 341,780 common shares at a price of $0.05 per share, for services with an aggregate value of $17,089.
On March 1, 2013 the Company issued 600,000 units at a price of $0.05 per unit for aggregate proceeds of $30,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On March 1, 2013 the Company issued 275,000 common shares at a price of $0.05 per share, for services with an aggregate value of $13,500.
On March 7, 2013 the Company issued 60,000 units at a price of $0.05 per unit for aggregate proceeds of $3,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On March 8, 2013 the Company issued 200,000 units at a price of $0.05 per unit for aggregate proceeds of $10,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term.
On March 17, 2013 the Company issued 513,827 common shares at a price of $0.05 per share, for services with an aggregate value of $25,691.
Convertible debenture
On January 8, 2013 the Company entered into a convertible debenture agreement with a consultant of the Company in settlement of $147,428 due to that consultant for services that had been performed over the preceding two years. The convertible debenture yields interest at 8% per annum and may be converted into common stock, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share. |
Summary of significant accounting policies (Policies) |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its 94.6% owned subsidiary, 5BARz AG, and its 56% owned subsidiary CelLynx Group, Inc. and that Companys 100% owned subsidiary CelLynx, Inc. All intercompany accounts and transactions have been eliminated in consolidation. |
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Cash |
Cash
Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of one year or less. |
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Use of estimates |
Use of estimates
The preparation of these 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 revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates. |
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Concentration of credit risk |
Concentration of credit risk
Cash includes deposits in accounts maintained at financial institutions. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. As of December 31, 2012 and 2011, the Company did not have any deposits in excess of federally-insured limits. To date, the Company has not experienced any losses in such accounts. |
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Equipment |
Equipment
Equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The useful life of the equipment is being depreciated over three to five years. |
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Intangible assets |
Intangible assets
Acquired patents, licensing rights and trademarks are capitalized at their fair value. The legal costs, patent registration fees, and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
Capitalized costs for patents are amortized on a straight-line basis over the remaining twenty-year legal life of each patent after the costs have been incurred. Once each patent or trademark is issued, capitalized costs are amortized on a straight-line basis over a period not to exceed 20 years and 10 years, respectively. All research and development costs incurred in developing the patentable idea are expensed as incurred. The licensing right is amortized on a straight-line basis over a period of 10 years. Based on its review, the Company concluded that as of December 31, 2012 and December 31, 2011 there was no impairment of its intangible assets. |
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Goodwill |
Goodwill
Generally accepted accounting principles in the United States require the Company to perform a goodwill impairment test annually and more frequently when negative conditions or a triggering event arise. After an assessment of certain qualitative factors, if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test. Based on its review, the Company concluded that as of December 31, 2012 there was no impairment of its goodwill. |
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Impairment or disposal of long-lived assets |
Impairment or disposal of long-lived assets
The Company applies the provisions of Accounting Standards Codification (ASC) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review, the Company concluded that as of December 31, 2012 and December 31, 2011 there was no impairment of its long-lived assets. |
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Revenue recognition |
Revenue recognition
The Company's revenue recognition policies are in compliance with ASC Topic 605, Revenue Recognition. Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. |
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Foreign currency translation |
Foreign currency translation
Transactions in foreign currencies have been translated into US dollars using the temporal method. The functional currency of the Companys subsidiary 5BARz AG, is its local currency (Swiss Franc CHF). Under this method, monetary assets and liabilities are translated at the year-end exchange rate. Non-monetary assets have been translated at the historical rate of exchange prevailing at the date of the transaction. Expenses have been translated at the exchange rate at the time of the transaction. Realized and unrealized foreign exchange gains and losses are included in operations. |
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Fair value of financial instruments |
Fair value of financial instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments.
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
The assets or liabilitys fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis.
The following table sets forth a summary of the changes in the fair value of the Companys Level 3 financial liabilities that are measured at fair value on a recurring basis:
The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Companys derivative financial instruments are provided below:
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivate liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Companys accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companys accounting and finance department with support from the Companys consultants and which are approved by the Chief Financial Officer.
Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.
The Company uses the Black-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Companys stock price, contractual terms, maturity, risk free rates, as well as, volatility.
As of December 31, 2012 and 2011, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. |
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Derivative Instruments |
Accounting for Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. |
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Stock-based Compensation |
Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation Stock Compensation. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. Under ASC 718, the Companys volatility is based on the historical volatility of the Companys stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Companys expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Companys employee stock options, it is managements opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Companys employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction.
The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. |
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Income Taxes |
Income taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company is open for examination for the years 2009, 2010 and 2011. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2012 and 2011. |
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Net loss per share |
Net loss per share
The Company reports loss per share in accordance with the ASC Topic 260, Earnings Per Share., which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. These potentially dilutive securities were not included in the calculation of loss per common share for the years ended December 31, 2012 or 2011 because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Companys subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Companys balance sheet.
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Reclassifications |
Reclassifications
Certain reclassifications have been made in the financial statements at December 31, 2011 and for the periods then ended to conform to the December 31, 2012 presentation. The reclassifications had no effect on net loss. |
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Recent accounting pronouncements |
Recent accounting pronouncements
In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.
In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted. The Company has adopted this guidance, during the fiscal year ended December 31, 2012.
In December 2011, The FASB issued Accounting Standards Update 2011-12 (ASU 2011-12), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. ASU 2011-12 defers the requirement that companies present reclassification adjustments for each component of AOCI in both net income and OCI on the face of the financial statements. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements.
This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this standard did not have a material impact on the Companys consolidated financial position and results of operations.
In July 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations.
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). The amendment requires disclosure of information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, disclosure is required, either on the face of the statement where net income is presented or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new requirements are effective for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 as of January 1, 2013 did not have an impact on the Company's condensed consolidated financial statements.
FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2012 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2012 or 2011, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective. |
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Summary of Accounting Policies (Tables) |
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Fair Value of Financial instruments Assets and Liabilities |
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Level 3 financial liabilities that are measured at fair value on a recurring basis |
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Fair Value of Financial instruments Black-Scholes option pricing models |
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Equipment (Tables) |
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Equipment |
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Intangible Assets (Tables) |
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Intangible Assets |
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Carrying amount of goodwil |
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Income taxes (Tables) |
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Domestic and Foreign components of income (loss) before income taxes |
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Income tax provision (benefit) |
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Reconciliation of statutory and effective income tax rate |
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Deferred Tax asset and liability |
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Convertible Securities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Securities Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note |
|
Options and Warrants (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options And Warrants Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants - 5BARz International Inc. |
|
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Weighted Average Exercise Price of all Options |
|
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Warrants - CelLynx Group, Inc. |
|
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Business combination (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquistion of Cellynx Group, Inc. |
|
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Assets and Liabilities recognized at acquisition date |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pro Forma Combined Financial Information |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Basis of Reporting (Details) |
12 Months Ended | 3 Months Ended | |
|---|---|---|---|
|
Dec. 31, 2012
5BARz AG
|
Mar. 31, 2012
CeLlynx Group, Inc.
|
Mar. 29, 2012
CeLlynx Group, Inc.
|
|
| Business Acquisition [Line Items] | |||
Agreement date |
Nov. 06, 2011 | Mar. 29, 2012 | |
Acquired interest |
94.60% | 60.00% | |
Ownership in Entity |
CeLlynx Inc. | ||
Percentage Owned |
100.00% |
Going concern (Details) (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Going Concern Details | |||
Net loss |
$ 1,070,117 | $ 1,504,494 | $ 2,861,770 |
Negative Cash Flows |
1,390,106 | ||
Accumulated Deficit |
$ 2,971,099 | $ 2,971,099 | |
Summary of Accounting Policies (Details) (USD $) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
|
| Summary Of Accounting Policies Details | ||
Warranty Liablilty at Fair Value |
||
Conversion Option Liability at Fair Value |
||
Accured Derivative Liabilities |
||
Gain on change in the Fair value of accrued warranty liability |
||
Gain/Loss in the Benefical conversion Liability |
$ 469,332 | $ 0 |
| Level 2 Valuation Methodolgy | ||
Annual Dividend Yield |
0.00% | |
Exepected Life (years) |
0.25-1.52 | |
Risk-free Interest |
0.05%-0.26% | |
Expected volatility |
150.00% | |
Equipment (Details Narrative) (USD $) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
Property and Equipment |
$ 14,532 | $ 4,653 |
Accumulated depreciation |
10,126 | 468 |
Furniture & equipment net |
4,406 | 4,185 |
Furniture and Equipment |
||
| Property, Plant and Equipment [Line Items] | ||
Property and Equipment |
9,879 | |
Computer Equipment |
||
| Property, Plant and Equipment [Line Items] | ||
Property and Equipment |
$ 4,653 | $ 4,653 |
Equipment Additional (Details Narrative) (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Equipment Additional Details Narrative | |||
Depreciation Expense |
$ 1,451 | $ 416 | $ 4,573 |
Intangible Assets (Details) (USD $) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
Intangible Assets, Gross |
$ 3,387,406 | $ 1,883,650 |
Accumulated amortization |
||
Intangibles Assets, net |
3,387,406 | 1,883,650 |
Patents |
||
Intangible Assets, Gross |
3,015,794 | 1,513,650 |
Marketing and distribution agreement |
||
Intangible Assets, Gross |
370,000 | 370,000 |
Trademarks |
||
Intangible Assets, Gross |
264 | |
License rights |
||
Intangible Assets, Gross |
$ 1,348 |
Intangible Assets (Details Narrative) (USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
Patents |
|
Amortization over the next five years |
$ 866,998 |
Trademarks |
|
Life of amortization |
10 years |
Amortization over the next five years |
806 |
Amortization thereafter |
$ 806 |
Maximum |
|
Life of amortization |
20 years |
Minimum |
|
Life of amortization |
10 years |
Intangible Assets:Goodwill (Details Narrative) (USD $) (USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Intangible Assetsgoodwill Details Narrative Usd | |
Balance as of December 31, 2011 |
|
Acquisition of Cellynx Group, Inc. |
556,913 |
Fair value of non-controlling interest |
583,333 |
Balance as of December 31, 2012 |
$ 1,140,246 |
Domestic and Foreign Components of income (loss) (Details) (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Domestic And Foreign Components Of Income Loss Details | |||
Domestic |
$ (1,882,912) | $ 708,273 | $ (2,644,415) |
Foreign |
(144,481) | (72,874) | (217,355) |
Loss from continuing operation before provision for income taxes |
$ (2,027,393) | $ (781,147) | $ (2,861,770) |
Income Tax Provision (benefit) (Details) (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Foreign | |||
Current |
$ 0 | $ 0 | $ 0 |
Deferred |
(46,159) | 0 | (46,159) |
| US federal | |||
Current |
0 | 0 | 0 |
Deferred |
(980,972) | (212,103) | (1,203,254) |
| State & local | |||
Current |
0 | 0 | 0 |
Deferred |
(84,897) | 0 | (84,897) |
Total |
(1,112,028) | (212,103) | (1,334,310) |
Change in valuation allowance |
1,112,028 | 212,103 | 1,334,310 |
Income tax provision (benefit) |
$ 0 | $ 0 | $ 0 |
Reconciliation of statutory and effective income tax rate (Details) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Schedule of Investments [Abstract] | |||
US federal statutory income tax rate (benefit) |
(34.00%) | (34.00%) | (34.00%) |
State income taxes |
(23.00%) | 0.00% | (14.00%) |
Fair value of beneficial conversion feature |
(75.00%) | 0.00% | (49.00%) |
Acquired deferred balances |
(11.20%) | 0.00% | (72.00%) |
Other permanent differences |
0.10% | 0.00% | 4.70% |
Change in valuation allowance |
54.90% | 34.00% | 42.80% |
Effective rate |
0.00% | 0.00% | 0.00% |
Deferred Tax asset and liability (Details) (USD $) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| Schedule of Investments [Abstract] | ||
Net operating loss carryovers |
$ 1,261,422 | $ 222,282 |
Stock-based compensation |
2,833 | 0 |
Accrued compensation |
167,355 | 0 |
Total deferred tax assets |
1,431,610 | 0 |
Valuation allowance |
(1,334,310) | (222,282) |
Net deferred tax assets |
97,300 | 0 |
| Deferred tax liabilities | ||
Fixed asset depreciation |
(170) | 0 |
Intangible asset amortization |
(97,130) | 0 |
Total Deferred Liabilities |
(97,300) | |
Net deferred tax assets (liability) |
$ 0 | $ 0 |
Federal income tax (Details Narrative) (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Schedule of Investments [Abstract] | |||
Net operating loss: Foreign |
$ 210,000 | $ 73,000 | $ 210,000 |
Net operating loss: U.S. Federal |
3,375,000 | 9,655,000 | 3,375,000 |
Net operating loss: State |
1,159,000 | 8,685,000 | 1,159,000 |
Expiration date |
2018 through 2025 |
||
Change in valuation allowance |
$ 1,112,028 | $ 212,103 | |
Federal income tax (Details Narrative) (Parenthetical) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Schedule of Investments [Abstract] | |
CelLynx Group Inc. NOL's |
NOLs of CelLynx Group Inc. will be subject to an annual limitation of approximately $8,700 as determined under the regulations. Due to the annual limitation, management has determined that $8,838,000 of the NOLs of CelLynx Group, Inc. will expire unused and has reduced the related deferred tax asset accordingly. |
Cumulative Sales of Stock 2008-2010 (Details) |
1 Months Ended | 12 Months Ended | 1 Months Ended | |||
|---|---|---|---|---|---|---|
|
Nov. 13, 2008
Founders Shares
|
Dec. 31, 2010
Common Stock
|
Dec. 31, 2012
Common Stock
|
Dec. 31, 2010
Common Stock
|
Dec. 31, 2008
Common Stock
|
Nov. 30, 2010
Stock Split
|
|
Issuance of restricted common stock/founders shares |
7,100,000 | 1,776,100 | ||||
Forward stock split |
18 | |||||
Authorized Shares-before stock split |
100,000,000 | |||||
Authorized Shares-After Stock split |
150,893,700 | 250,000,000 | ||||
Cancellation of Common Stock, shares |
87,800,000 | |||||
Common stock issued forAcquistions (in shares) |
15,600,000 | 1,250,000 | ||||
Cumulative Sales of Stock 2011 (Details) (USD $) |
12 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2010 |
Dec. 31, 2011
Conversion Of Convertible Debenture
|
Dec. 19, 2011
Common Stock
|
Dec. 15, 2011
Common Stock
|
Dec. 07, 2011
Common Stock
|
Nov. 08, 2011
Common Stock
|
Oct. 20, 2011
Common Stock
|
Jul. 24, 2011
Common Stock
|
Jul. 21, 2011
Common Stock
|
Jul. 18, 2011
Common Stock
|
Jun. 03, 2011
Common Stock
|
Apr. 07, 2011
Common Stock
|
Apr. 04, 2011
Common Stock
|
Mar. 09, 2011
Common Stock
|
Jan. 15, 2011
Common Stock
|
Jan. 10, 2011
Common Stock
|
Dec. 31, 2011
BARz AG
|
|
Issuance of common stock (in shares) |
150,000 | 455,180 | 75,000 | 200,000 | 37,500 | 40,000 | 69,610 | 25,000 | 5,000 | 200,000 | 350,000 | 150,000 | 200,000 | 300,000 | 21,000 | ||||
Issuance of common stock |
$ 520,000 | $ 1,360,440 | $ 13,650 | $ 15,000 | $ 45,581 | $ 7,500 | $ 30,000 | $ 7,500 | $ 20,000 | $ 14,000 | $ 25,000 | $ 3,000 | $ 200,000 | $ 350,000 | $ 150,000 | $ 200,000 | $ 300,000 | $ 75,840 | |
Conversion of Convertible Debenture Agreement (in shares) |
335,695 | ||||||||||||||||||
Conversion of Convertible Debenture Agreement (Euro's) |
$ 67,513 | ||||||||||||||||||
Price Per Unit |
$ 0.10 | $ 0.10 | $ 0.10 | $ 0.15 | $ 0.20 | $ 0.50 | $ 0.20 | $ 1.00 | $ 0.70 | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 | $ 1.00 | $ 3.26 | ||||
Cumulative Sales of Stock 2012 (Details) (USD $) |
0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 |
Dec. 17, 2012 |
Dec. 12, 2012 |
Dec. 07, 2012 |
Oct. 26, 2012 |
Oct. 12, 2012 |
Sep. 14, 2012 |
Sep. 10, 2012 |
Sep. 05, 2012 |
Aug. 14, 2012 |
Aug. 10, 2012 |
Jul. 20, 2012 |
Jul. 09, 2012 |
Jun. 27, 2012 |
Jun. 21, 2012 |
Jun. 12, 2012 |
May 14, 2012 |
May 03, 2012 |
Apr. 30, 2012 |
Apr. 18, 2012 |
Apr. 02, 2012 |
Mar. 26, 2012 |
Mar. 22, 2012 |
Mar. 20, 2012 |
Mar. 07, 2012 |
Mar. 05, 2012 |
Feb. 29, 2012 |
Feb. 07, 2012 |
Feb. 01, 2012 |
Jan. 12, 2012 |
Dec. 31, 2008 |
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2010 |
|||||||||
Issuance of common stock |
$ 520,000 | $ 1,360,440 | $ 13,650 | |||||||||||||||||||||||||||||||||||||||
Common Stock |
||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) |
100,000 | 401,338 | 500,000 | 500,000 | 250,000 | 200,000 | 50,000 | 95,000 | 20,000 | 80,000 | 100,000 | 50,000 | 170,000 | 333,334 | 150,000 | 433,334 | 200,000 | 500,000 | ||||||||||||||||||||||||
Units Issued (in shares) |
1,200,000 | [1] | 400,000 | [1] | 300,000 | [1] | 300,000 | [1] | 100,000 | [1] | ||||||||||||||||||||||||||||||||
Issuance of common stock |
60,000 | 20,000 | 5,000 | 15,000 | 15,000 | 12,000 | 5,000 | 25,000 | 25,000 | 52,000 | 52,000 | 5,000 | 9,500 | 2,000 | 8,000 | 15,000 | 6,000 | 25,500 | 50,000 | 18,000 | 52,000 | 20,000 | 50,000 | 1,776 | 6,542 | 2,182 | 15,600 | |||||||||||||||
Common stock issued for services (in shares) |
2,250,000 | 3,300,824 | 2,150,000 | 125,000 | 250,000 | 100,000 | 1,500,000 | 300,000 | ||||||||||||||||||||||||||||||||||
Common stock issued for services |
112,500 | 165,041 | 212,620 | 14,977 | 30,000 | 47,990 | 150,000 | 30,000 | ||||||||||||||||||||||||||||||||||
Price Per Unit |
$ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.0299 | $ 0.20 | $ 0.05 | $ 0.05 | $ 0.20 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.12 | $ 0.15 | $ 0.12 | $ 0.12 | $ 0.15 | $ 0.15 | $ 0.12 | $ 0.12 | $ 0.4799 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.05 | |||||||||||
Common Stock Additional |
||||||||||||||||||||||||||||||||||||||||||
Units Issued (in shares) |
140,000 | [1] | ||||||||||||||||||||||||||||||||||||||||
Issuance of common stock |
7,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued for services (in shares) |
66,667 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued for services |
$ 10,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Price Per Unit |
$ 0.05 | $ 0.15 | $ 0.10 | |||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||
Cumulative Sales of Stock Prices (Details) (USD $) |
Dec. 31, 2012
Common Stock
|
Dec. 17, 2012
Common Stock
|
Dec. 12, 2012
Common Stock
|
Dec. 07, 2012
Common Stock
|
Oct. 26, 2012
Common Stock
|
Oct. 12, 2012
Common Stock
|
Sep. 14, 2012
Common Stock
|
Sep. 10, 2012
Common Stock
|
Sep. 05, 2012
Common Stock
|
Aug. 14, 2012
Common Stock
|
Aug. 10, 2012
Common Stock
|
Jul. 20, 2012
Common Stock
|
Jul. 09, 2012
Common Stock
|
Jun. 27, 2012
Common Stock
|
Jun. 21, 2012
Common Stock
|
Jun. 12, 2012
Common Stock
|
May 14, 2012
Common Stock
|
May 03, 2012
Common Stock
|
Apr. 30, 2012
Common Stock
|
Apr. 18, 2012
Common Stock
|
Apr. 02, 2012
Common Stock
|
Mar. 26, 2012
Common Stock
|
Mar. 22, 2012
Common Stock
|
Mar. 20, 2012
Common Stock
|
Mar. 07, 2012
Common Stock
|
Mar. 05, 2012
Common Stock
|
Feb. 29, 2012
Common Stock
|
Feb. 07, 2012
Common Stock
|
Feb. 01, 2012
Common Stock
|
Jan. 12, 2012
Common Stock
|
Dec. 31, 2011
Conversion Of Convertible Debenture
|
Mar. 31, 2012
Common Stock for Services
|
Mar. 31, 2012
Excess of Par Value
|
Dec. 31, 2011
Minimum
|
Dec. 31, 2012
Minimum
Common Stock
|
Sep. 30, 2012
Minimum
Common Stock
|
Jun. 30, 2012
Minimum
Common Stock
|
Mar. 31, 2012
Minimum
Common Stock
|
Dec. 31, 2011
Minimum
Common Stock
|
Sep. 30, 2011
Minimum
Common Stock
|
Jun. 30, 2011
Minimum
Common Stock
|
Mar. 30, 2011
Minimum
Common Stock
|
Dec. 31, 2011
Maximum
|
Dec. 31, 2012
Maximum
Common Stock
|
Sep. 30, 2012
Maximum
Common Stock
|
Jun. 30, 2012
Maximum
Common Stock
|
Mar. 31, 2012
Maximum
Common Stock
|
Dec. 31, 2011
Maximum
Common Stock
|
Sep. 30, 2011
Maximum
Common Stock
|
Jun. 30, 2011
Maximum
Common Stock
|
Mar. 30, 2011
Maximum
Common Stock
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Price Per Unit |
$ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.0299 | $ 0.20 | $ 0.05 | $ 0.05 | $ 0.20 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.12 | $ 0.15 | $ 0.12 | $ 0.12 | $ 0.15 | $ 0.15 | $ 0.12 | $ 0.12 | $ 0.4799 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.10 | $ 3.26 | $ 0.10 | $ 0.05 | $ 0.5 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.70 | $ 1.00 | $ 0.20 | $ 0.05 | $ 0.20 | $ 0.15 | $ 0.15 | $ 0.20 | $ 1.00 | $ 1.00 | $ 1.00 |
Asset Acquistion Agreement (Details) (USD $) (CeLlynx Group, Inc., USD $) |
3 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012 |
Dec. 31, 2012 |
Mar. 29, 2012 |
|||||||
CeLlynx Group, Inc. |
|||||||||
Name of Company |
Cellynx Group, Inc. | ||||||||
Date |
Mar. 29, 2012 | ||||||||
| Asset Purchase Agreement | |||||||||
Interest acquiried in Patents and trademarks |
60.00% | ||||||||
Price per share |
$ 0.20 | ||||||||
Cost of acquisition |
$ 1,800,000 | ||||||||
| Revolving Line of Credit and Security Agreement | |||||||||
Amount of credit facility |
2,200,000 | ||||||||
Amount of credit facility advanced |
730,879 | ||||||||
Expiration date of credit facility |
10/5/2013 | ||||||||
| Conversion Rate-per share of 5BARz common stock-Lesser of: | |||||||||
(1) fixed Conversion Rate-per share |
$ 0.00015 | ||||||||
(2) Variable Conversion Rate-per share |
25% | [1] | |||||||
Amount of credit facility converted to capital stock of Cellynx Group, Inc. |
$ 139,200 | ||||||||
Amount of Shares of Cellynx Group, Inc. resulting from conversion of credit facility |
791,333,333 | ||||||||
Equity Interest in Cellynx Group, Inc. |
58.60% | ||||||||
| Master Global Marketing and Distribution agreement | |||||||||
Royalty fee to Cellynx Group, as % of Company's Net Earnings |
50% | [2] | |||||||
| |||||||||
Promissory Notes (Details) (USD $) |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2012 | ||||
Note 1 |
||||
Issue Date |
Sep. 20, 2011 | |||
Principal Amount |
$ 42,500 | |||
Date of Maturity |
Jun. 22, 2012 | |||
Interest Rate per annum |
8.00% | |||
Date |
Mar. 20, 2012 | |||
Note paid off |
65,361.52 | |||
Note 2 |
||||
Issue Date |
Feb. 27, 2012 | |||
Principal Amount |
37,500 | |||
Date of Maturity |
Nov. 29, 2012 | |||
Interest Rate per annum |
8.00% | |||
Date |
Sep. 10, 2012 | |||
Note paid off |
12,000.00 | |||
Common stock issued for debt |
401,338 | |||
Date of arrangement |
Sep. 28, 2012 | |||
Date Due |
Dec. 31, 2012 | |||
Price per share |
$ 0.0299 | |||
Accrued interest |
35,000 | |||
Note 3 |
||||
Issue Date |
May 03, 2012 | |||
Principal Amount |
42,500 | |||
Date of Maturity |
Feb. 03, 2013 | |||
Interest Rate per annum |
8.00% | |||
Note 4 |
||||
Issue Date |
Sep. 18, 2012 | |||
Principal Amount |
13,500 | |||
Date of Maturity |
Mar. 17, 2013 | |||
Interest Rate per annum |
8.00% | |||
Note payments |
||||
Date Due |
Dec. 12, 2012 | |||
Aggregate payments |
100,000 | [1] | ||
First Payment |
25,000 | |||
Second Payment |
15,000 | |||
Note Payable |
$ 129,460 | |||
| ||||
Promissory Notes (Details) (Parenthetical) (Note payments) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
Note payments |
|
Terms of note |
The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principle amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principle amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note is convertible into common stock. |
Convertible debenture agreement and Equity Investment Agreement (Details) (Investor, USD $) |
12 Months Ended | ||||
|---|---|---|---|---|---|
Dec. 31, 2012 |
Jan. 30, 2012 |
||||
Investor |
|||||
Convertible Debenture Agreement |
$ 500,000 | ||||
Convertible Debenture issued to investor |
150,000 | ||||
Note Receivable exchange for convertible debenture |
400,000 | ||||
Interest Rate |
8.00% | ||||
Alleged damages |
$ 2,500,000 | [1] | |||
| |||||
Convertible debenture agreement and Equity Investment Agreement (Details) (Parenthetical) (Investor) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
Investor |
|
Terms of note |
Convert the principal and unpaid interest into a certain number of shares, 180 days from the date of the agreement. The equity investment agreement provided to Holder the right, from time to time during the term of the Agreement, to invest in the Company through the purchase of up to $5,000,000 of the Company's Common Stock. Each purchase under this Agreement was to be made at 150% of the Volume Weighted Average Price (VWAP) on the day prior to the day the investment is made (the Purchase Price). Beginning on the date that is one hundred eighty (180) days following the Issue Date, Holder shall have the right to purchase Common Stock under this Agreement. Provided the VWAP is above $0.06, Holder shall purchase a minimum of $50,000 per month beginning two hundred ten (210) days from the Issue Date. |
Convertible Debentures(Details) (Convertible Debentures, USD $) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2012 |
Dec. 31, 2012 |
|
Convertible Debentures |
||
Issue Date |
Aug. 14, 2012 | |
Issue Date |
2012-09-04 | |
Principal Amount |
$ 12,000 | |
Date of Maturity |
90 days | |
Interest Rate per annum |
10.00% | |
Price per share |
$ 0.15 |
Cellynx Group, Inc. - Convertibles Promissory Notes (Details) (USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
Total |
|
Principal amount |
$ 41,990 |
Accrued Penalty and Interest |
19,202 |
Total Note Balance |
61,192 |
Cellynx Note1 |
|
Issue Date |
May 24, 2012 |
Face Amount |
37,500 |
Date of Maturity |
Feb. 18, 2013 |
Accrued Interest |
1,060 |
Interest Rate per annum |
8.00% |
Principal amount |
26,700 |
Accrued Penalty and Interest |
15,290 |
Total Note Balance |
41,990 |
Common stock issued for debt |
72,000,000 |
Common Stock issued for debt, amount |
10,800 |
Cellynx Note2 |
|
Issue Date |
Sep. 18, 2012 |
Face Amount |
12,500 |
Date of Maturity |
Jun. 15, 2013 |
Accrued Interest |
49 |
Interest Rate per annum |
8.00% |
Principal amount |
12,500 |
Accrued Penalty and Interest |
6,702 |
Total Note Balance |
$ 19,202 |
Cellynx Group, Inc. - Convertibles Promissory Notes (Details Narrative) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2012 | ||
Cellynx Note1 |
||
Terms of note |
|
|
Cellynx Note2 |
||
Terms of note |
|
Cellynx Group, Inc. - Other Convertibles Promissory Notes (Details) (USD $) |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2012 | ||||
Convertible Debenture |
||||
Date of Maturity |
Jul. 09, 2012 | |||
Interest Rate per annum |
8.00% | |||
Convertible Debt Payment |
$ 30,582 | |||
Pre payment penalty |
14,400 | |||
January 5, 2012 |
||||
Issue Date |
Jan. 05, 2012 | |||
Face Amount |
50,000 | |||
Date of Maturity |
Jul. 03, 2012 | |||
Interest Rate per annum |
8.00% | |||
Total Note Balance |
80,438 | [1] | ||
April 5, 2011 Note |
||||
Face Amount |
50,000 | |||
Interest Rate per annum |
8.00% | |||
Total Note Balance |
98,613 | [1] | ||
August 2006 Note |
||||
Face Amount |
250,000 | |||
Interest Rate per annum |
4.00% | |||
Convertible Debt Payment |
262,356 | |||
Principal amount |
262,356 | |||
Total Note Balance |
$ 316,351 | |||
| ||||
Cellynx Group, Inc. - Other Convertibles Promissory Notes (Details) (Parenthetical) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
January 5, 2012 |
|
Terms |
Holder may convert principal and unpaid interest on the note into shares of the Companys common stock, with the number of shares issuable determined to be the amount obtained by dividing the amount to be converted by the conversion price which is the lesser of $0.0013 per share or 63% of the average of the three lowest trading prices of the Companys common stock over the ten trading days prior to the date of the conversion. |
April 5, 2011 Note |
|
Terms |
convert principal and unpaid interest on the note into shares of the Companys common stock, with the number of shares issuable determined by dividing the amount to be converted by the conversion price which is equal to 63% of the average of the three lowest trading prices of the Companys common stock over the ten trading days prior to the date of the conversion. |
August 2006 Note |
|
Terms |
All unpaid principal, together with any then accrued but unpaid interest, shall be due and payable upon the earlier of (i) November 9, 2010 at the written request of the holder to the Company, or (ii) when, upon or after the occurrence of an event of default. The principal amount is convertible into 4.8% of the Company shares outstanding. |
Warrant Activity - 5BARz International Inc. (Details) (USD $) (BARz AG, USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
BARz AG |
|
| Warrant Activity | |
Outstanding at December 31, 2011, Number of Warrants |
|
Granted, Number of shares |
2,140,000 |
Outstanding and exercisable at December 31, 2012, Number of Warrants |
2,140,000 |
| Weighted Average Exericse Price | |
Outstanding at December31, 2011,Weighted average exercise price |
|
Granted, Weighted average exercise price |
$ 0.20 |
Outstanding and exercisable at December 31, 2012, Weighted average exercise price |
$ 0.20 |
Outstanding at December 31, 2012, Average Remaining Contractual Life |
2 years 0 months 0 days |
Options Exercisable (Details) (USD $) (USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
Number of Options |
6,400,000 |
$0.0008 |
|
Number of Options |
6,400,000 |
Weighted Average Exercise Price |
$ 0.0008 |
Weighted Average Remaining Contractual Life |
2 years 5 months |
Warrant Activity - CelLynx Group, Inc. (Details) (USD $) (CeLlynx Group, Inc., USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
CeLlynx Group, Inc. |
|
| Warrant Activity | |
Outstanding at December 31, 2011, Number of Warrants |
36,114,757 |
Granted, Number of shares |
|
Exercised, Number of shares |
|
Expired, Number of shares |
30,184,757 |
Outstanding and exercisable at December 31, 2012, Number of Warrants |
5,930,000 |
| Weighted Average Exericse Price | |
Outstanding at December31, 2011,Weighted average exercise price |
$ 0.12 |
Granted, Weighted average exercise price |
|
Exercised, Weighted average exercise price |
|
Expired, Weighted average exercise price |
$ 0.12 |
Outstanding and exercisable at December 31, 2012, Weighted average exercise price |
$ 1.19 |
Outstanding at December 31, 2012, Average Remaining Contractual Life |
2 years 0 months 0 days |
Related Party transactions (Details) (USD $) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
|
Date of Agreement |
Dec. 30, 2010 | |
Proceeds from Note Payable |
$ 370,000 | |
Issuance of Common Stock |
15,600,000 | |
Payment on Note |
61,954 | |
Balance of Note |
$ 19,850 | $ 120,437 |
Investment in 5BARz AG (Details Narrative) (5BARz AG, USD $) |
0 Months Ended | 12 Months Ended |
|---|---|---|
Oct. 06, 2011 |
Dec. 31, 2012 |
|
5BARz AG |
||
| Subsidiary or Equity Method Investee [Line Items] | ||
5BARz AG Common stock issued, shares |
10,000,000 | |
5BARz AG Common stock issued held by company, shares |
5,100,000 | 9,458,000 |
5BARz AG Common stock issued held by officers and a consultant, shares |
450,000 | |
5BARz AG Common stock in escrow, shares |
4,450,000 | |
5BARz AG Common stock, Par Value |
0.01 CHF | 0.01 CHF |
Common Stock Sold, in shares |
71,000 | |
Proceeds of Common Stock |
$ 108,752 | $ 223,650 |
Acquired interest |
94.60% |
Investment in CelLynx Group, Inc.Description (Details Narrative) (CeLlynx Group, Inc., USD $) |
0 Months Ended | 3 Months Ended |
|---|---|---|
Jan. 07, 2011 |
Mar. 29, 2012 |
|
CeLlynx Group, Inc. |
||
Common Stock recieved from CelLynx Group, Inc. |
63,412,638 | |
Purchase Price for common stok of CelLynx Group, Inc. |
$ 634,126 | |
Common Share of the registrant issued |
1,250,000 | |
Amount of credit facility converted to capital stock of CelLynx Group, Inc. |
$ 73,500 | |
Amount of Shares of CelLynx Group, Inc. resulting from conversion of credit facility |
350,000,000 |
Investment in CelLynx Group, Inc. (Details) (USD $) |
Mar. 29, 2012 |
|---|---|
| Asset Purchase Agreement | |
Cash consideration paid |
$ 170,000 |
1,250,000 common shares of the registrant issued at a market price of $0.20 per share |
250,000 |
Redemption of convertible debt for 350 million shares of Cellynx Group Inc. common stock |
455,000 |
Fair market value of consideration paid |
$ 875,000 |
Investment in CelLynx Group, Inc. (Details) (Parenthetical) (USD $) |
1 Months Ended |
|---|---|
Mar. 29, 2012 | |
Common Stock For Cellynx |
|
Common Share of the registrant issued |
1,250,000 |
Common Stock recieved from Cellynx Group, Inc. |
63,412,638 |
Common Stock |
|
Price Per Unit |
$ 0.20 |
Investment in CelLynx Group, Inc. Additional(Details) (USD $) (Common Stock For Cellynx) |
1 Months Ended |
|---|---|
Mar. 29, 2012 | |
Common Stock For Cellynx |
|
Terms |
The valuation of the debt instrument with an embedded conversion feature is calculated at the face value of the debt instrument of $73,500 plus the intrinsic value attributable to the conversion of the debt instrument at a 75% discount to market, based upon the lowest 3 closing bid prices of the common stock for a period of 30 days prior to the date of conversions. That intrinsic valuation is calculated to be $ 381,500. |
Investment in CelLynx Group, Inc. - Assets and Liabilites recognized (Details) (USD $) |
Mar. 29, 2012 |
|---|---|
Purchase price |
$ 875,000 |
Net book Value of Cellynx |
|
Current assets |
3,260 |
Patents, trademarks, and license |
44,718 |
Investment in 5BARz |
1,800,000 |
Furniture and equipment |
2,113 |
Accounts payable and accruals |
(1,756,628) |
Notes payable (net of discount) |
(403,076) |
Accrued Interest |
(62,250) |
Derivative liability |
(5,495,425) |
LOC payable-5BARz (net) |
(586,525) |
Totals |
(6,449,813) |
Adjustments |
|
Patents, trademarks, and license |
1,155,282 |
Derivative liability |
(5,026,093) |
LOC payable-5BARz (net) |
(586,525) |
Fair value non-controlling interest |
(583,333) |
Totals |
6,184,567 |
Valuation attributed to assets acquired |
|
Current assets |
3,260 |
Patents, trademarks, and license |
1,200,000 |
Investment in 5BARz |
1,800,000 |
Furniture and equipment |
2,113 |
Accounts payable and accruals |
(1,756,628) |
Notes payable (net of discount) |
(403,076) |
Accrued Interest |
(62,250) |
Derivative liability |
(469,332) |
LOC payable-5BARz (net) |
0 |
Fair value non-controlling interest |
(583,333) |
Totals |
(265,246) |
Goodwill |
1,140,246 |
Purchase price |
$ 875,000 |
Investment in CelLynx Group, Inc. (Details Narrative) (CeLlynx Group, Inc., USD $) |
0 Months Ended | |
|---|---|---|
May 15, 2012 |
Apr. 13, 2012 |
|
CeLlynx Group, Inc. |
||
Conversion of debt |
$ 58,500 | $ 7,700 |
Common Stock Recieved, share |
390,000,000 | 51,333,333 |
Investment in CelLynx Group, Inc. - Financial Information (Details) (USD $) |
12 Months Ended | 50 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Investment In Cellynx Group Inc. - Financial Information Details | |||
Revenues |
$ 0 | $ 0 | |
Net loss |
$ 1,070,117 | $ 1,504,494 | $ 2,861,770 |
Pro forma basic and diluted net loss per common share |
$ (0.01) | $ (0.02) | |
Pro forma weighted average common shares outstanding- basic and diluted |
97,833,528 | 90,182,785 | |
Litigation (Details Narrative) (USD $) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
CSS Properties #1 |
|
Date |
10/21/2010 |
Allegations |
Past due rent |
Alleged Damages |
$ 25,000 |
CSS Properties #2 |
|
Date |
8/27/2012 |
Allegations |
Past due rent |
Alleged Damages |
24,699 |
Legal Fees |
3,000 |
Late Charges |
2,041 |
Labor Commission |
|
Date |
7/19/2010 |
Allegations |
Unpaid Wages |
Alleged Damages |
263,023 |
LaJolla Cove Investors Inc. |
|
Date |
10/16/2012 |
Allegations |
Breach of contract |
Alleged Damages |
2,500,000 |
Legal Fees |
300,000 |
Asher Enterprises, Inc. |
|
Date |
3/22/2013 |
Allegations |
Repayment of notes |
Alleged Damages |
$ 81,000 |
Litigation (Details Narrative) (Parenthetical) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
LaJolla Cove Investors Inc. |
|
Damages Sought |
Seeking compensatory damages and alleged loss of profits of in excess of $2,500,000, based upon a $150,000 investment made by LA Jolla Cove Investors under certain putative agreements. La Jolla Cove Investors Inc. v. 5Barz International, Inc., 3:12-CV-5333 (N.D. Cal.). On January 3, 2013, the Company and La Jolla Cove Investors, Inc. entered into an agreement for the settlement of the lawsuit for proceeds of $300,000 plus accrued interest from the date of the settlement agreement at a rate of 9%, plus the delivery of 125,000 shares of the common stock of the Company. On January 13, 2013 a stipulation dismissing action without prejudice and without award of attorneys fees or costs was entered. The Company issued the 125,000 shares but was unable to meet the payment schedule as provided in the settlement agreement. On March 8, 2013 as a result of the default, La Jolla Cove was awarded a judgment in the amount of $300,000 plus accrued interest at a rate of 9% from the date of the settlement agreement. The Company intends to pay the balance due once funded. |
Asher Enterprises, Inc. |
|
Damages Sought |
The claims allege that damages in the amount of the greater of; (i) 200% x $81,000, the remaining outstanding principle amount of the Note, together with accrued and unpaid interest in the unpaid principle amount of the Notes, plus default interest; or (ii) the parity value of the default amount paid in shares as defined in the terms of the agreements. The Company intends to file an appearance and defend against the law suit. |
Subsequent Events (Details Narrative) (USD $) |
12 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Mar. 17, 2013
Subsequent Event
|
Mar. 08, 2013
Subsequent Event
|
Mar. 06, 2013
Subsequent Event
|
Mar. 01, 2013
Subsequent Event
|
Feb. 26, 2013
Subsequent Event
|
Feb. 16, 2013
Subsequent Event
|
Feb. 14, 2013
Subsequent Event
|
Feb. 12, 2013
Subsequent Event
|
Feb. 04, 2013
Subsequent Event
|
Jan. 25, 2013
Subsequent Event
|
Jan. 22, 2013
Subsequent Event
|
Jan. 16, 2013
Subsequent Event
|
Jan. 10, 2013
Subsequent Event
|
Jan. 04, 2013
Subsequent Event
|
Jan. 08, 2013
Subsequent Event
|
|||||||||||||
Units Issued |
200,000 | [1] | 60,000 | [1] | 600,000 | [1] | 2,000,000 | [1] | 650,000 | [1] | 150,000 | [1] | 200,000 | [1] | 40,000 | [1] | 60,000 | [1] | 500,000 | [1] | |||||||||
Proceeds from Sale of Warrants |
$ 3,000 | ||||||||||||||||||||||||||||
Aggregate Proceeds |
10,000 | 3,000 | 30,000 | 100,000 | 32,500 | 7,500 | 10,000 | 2,000 | 25,000 | ||||||||||||||||||||
Shares issued for Services, shares |
513,827 | 275,000 | 341,780 | 1,440,000 | 125,000 | 100,000 | |||||||||||||||||||||||
Shares issued for Services, amount |
798,463 | 7,500 | 25,961 | 13,500 | 17,089 | 72,000 | 7,500 | 5,000 | |||||||||||||||||||||
Price of Stock |
$ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||||||||||
Principal Amount convertible debenture for services |
$ 147,428 | ||||||||||||||||||||||||||||
Interest Rate per annum |
8.00% | ||||||||||||||||||||||||||||
Price per share |
$ 0.05 | ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||