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Document and Entity Information
3 Months Ended
Mar. 31, 2013
May 31, 2013
Document And Entity Information
Entity Registrant Name
5Barz International, Inc.
Entity Central Index Key
0001454124
Document Type
10-Q
Document Period End Date
Mar. 31, 2013
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 Common Stock, Shares Outstanding
131,773,887
Document Fiscal Period Focus
Q1
Document Fiscal Year Focus
2013


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Consolidatated Balance Sheets (USD $)
Mar. 31, 2013
Dec. 31, 2012
CURRENT ASSETS:
Cash
$ 45,851 $ 48,308
Prepaid expenses and deposits
21,436 22,156
TOTAL CURRENT ASSETS
67,287 70,464
Equipment, net
3,577 4,406
OTHER ASSETS:
Due from Cellynx - Line of credit
Deposit on investment in Cellynx
Intangible assets
3,387,406 3,387,406
Goodwill
1,140,246 1,140,246
Total other assets
4,527,652 4,527,652
TOTAL ASSETS
4,598,516 4,602,522
Current liabilities:
Accounts payable and accrued expenses
2,411,392 2,445,410
Due to escrow agent
52,321 52,321
Accrued derivative liabilities
57,975
Notes payable
1,190,831 993,554
Total current liabilities
3,712,519 3,491,285
Related party loans
367 19,850
TOTAL LIABILITIES
3,712,886 3,511,135
Commitments & Contingencies
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 250,000,000 shares authorized; 123,153,887 and 117,418,281 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
123,154 117,418
Capital in excess of par value
3,508,897 3,226,802
Deficit accumulated during the development stage
(3,404,453) (2,971,099)
Accumulated Other Comprehensive Income
(2,799) 4,272
Non-controlling interest
660,831 713,994
Total stockholders' deficit
885,630 1,091,387
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$ 4,598,516 $ 4,602,522


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Consolidatated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2013
Dec. 31, 2012
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
123,153,887 117,418,281
Common stock,outstanding
123,153,887 117,418,281


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Consoldiated Statements of Operations (USD $)
3 Months Ended 53 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Mar. 31, 2013
Income Statement [Abstract]
Sales
Cost of Sales
Selling general and administrative expenses:
Amortization and depreciation
828 190 5,401
Bank charges and interest
24,560 14,622 260,423
Sales and marketing expenses
47,626 56,688 392,039
General and administrative expenses
442,401 435,457 3,076,798
Total operating expenses
515,415 506,957 3,734,661
Loss from operations
(515,415) (506,957) (3,734,661)
Other income (expense):
Interest Income
108 16,666
Currency losses
(567)
Change in fair value of derivative liability
(57,975) 376,569 569,756
Amortization of debt discount
15,250 (132,897)
Loss on termination of financing agreements
(152,676)
Other
86,873 86,092
Total Other income
28,898 391,927 386,374
Net loss before non-controlling interest
(486,517) (115,030) (3,348,287)
Non-controlling interest
53,163 545 56,166
Net loss after non-controlling interest
(433,354) (114,485) (3,292,120)
Basic earnings loss per common share
$ (0.0044) $ (0.0013)
Weighted average number of shares outstanding
110,476,917 91,812,982
Other comprehensive income:
Foreign currency translation adjustments
(7,071) (3,432)
Other comprehensive income
(7,071) (3,432)
Comprehensive income
$ (440,425) $ (117,917)


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Consolidated Statements of Cash Flows (USD $)
3 Months Ended 53 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ (486,517) $ (115,030) $ (3,348,287)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
828 190 4,817
Change in debt discount on convertible notes
(15,250) 153,078
Non-controlling interest
(257)
Stock based compensation
3,866 10,979
Change in fair value of derivative liability
57,975 (376,569) (483,475)
Change in warrant liability
14,968
Common shares issued for services
131,030 252,990 936,993
Changes in operating assets and liabilities:
Change in accounts payable and accrued expenses
117,282 (131,964) 732,846
Change in prepaid expenses and deposits
720 (800) (2,277)
Change in unpaid interest and penalties on notes payable
15,978 892 398,509
Change in amount due to escrow agent
52,321
Net cash from (used in) operating activities
(158,838) (385,541) (1,529,784)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on investment in CelLynx
(170,000)
Cash in CelLynx - date of acquisition
3,260 3,260
Acquisition of intangible assets
(4,808)
Purchase of furniture and equipment assets
(4,653)
Net cash used in investing activities
3,260 (176,201)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments under line of credit agreement CelLynx
(250,152)
Payment of amount due to CelLynx - intellectual property acquisition
(242,865)
Proceeds from issuance of convertible notes
132,500 407,139
Payments of amounts due to related party
(19,483) (46,064) (463,806)
Proceeds used to settle notes payable
(42,500) (65,361) (110,818)
Proceeds from issuance of common stock
227,000 201,500 2,136,847
Proceeds from issuance of common stock by subsidiary - 5BARz AG
(1,565) 190,790 278,290
Net cash provided by financing activities
163,452 413,365 1,754,635
Effect of foreign currency exchange
(7,071) (3,432) (2,799)
NET INCREASE IN CASH
(2,457) 27,652 45,851
CASH, BEGINNING OF PERIOD
48,308 49,209 0
CASH, END OF PERIOD
45,851 76,861 45,851
Supplementary disclosure of Cash Flow Information
Cash paid for interest
17,608 14,586 78,511
NON-CASH INVESTING AND FINANCING ACTIVITIES
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 Group, Inc.
455,000 521,200
Fair market value of net assets acquired
875,000 875,000
Conversion of notes payable
3,600 69,000 73,500
Investment in CelLynx intellectual property for shares
1,800,000 1,800,000
Replacement of common shares acquired with a convertible note
80,000 80,000
Issuance of convertible note in lieu of accounts payable
147,428 147,428
Shares issued to settle interest on notes payable
$ 7,500 $ 7,500


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Organization, Going Concern and Development Stage
3 Months Ended
Mar. 31, 2013
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 March 31, 2013. 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 March 31, 2013. 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 March 31, 2013 of $3,348,287. The Company has negative cash flows from operations since inception of $1,529,784 and has an accumulated deficit of $3,404,453 at March 31, 2013. 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 Company’s ability to continue as a going concern and the Company’s 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 Company is in default on certain notes payable. Accordingly, any penalties and interest has been accrued as of March 31, 2013 (see Note 7).

 

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.

 



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Summary of significant accounting policies
3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]
Summary of significant accounting policies

Note 2 - Summary of significant accounting policies

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K filed on May 13, 2013 for the fiscal year ended December 31, 2012.

 

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 it’s 53% owned subsidiary CelLynx Group, Inc. and that Company’s 100% owned subsidiary CelLynx, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

 

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.

 

Intangible assets

 

Acquired patented and unpatented technology, 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 March 31, 2013 and December 31, 2012 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 March 31, 2013 there was no impairment of its goodwill.

 

Foreign currency translation

 

Transactions in foreign currencies have been translated into US dollars using the temporal method. The functional currency of the Company’s 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:

 

  Level 1. Quoted prices in active markets for identical assets or liabilities.

 

 

  Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

 

 

  Level 3. Significant unobservable inputs that cannot be corroborated by market data.

 

The assets or liability’s 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.

 

 

    Consolidated
Balance Sheet
    Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
    Quoted Prices for Similar Assets or Liabilities in Active Markets
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Derivative Liabilities:                                
March 31, 2013   $ 57,975     $ -     $ -     $ 57,975  
December 31, 2012   $ -     $ -     $ -     $ -  

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:

 

       
    March 31, 2013      
Beginning balance   $ -      
Change in fair value of derivative liabilities     57,975      
Ending balance   $ 57,975      

 

 

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 Company’s derivative financial instruments are provided below:

 

       
    March 31, 2013      
Stock price   $ 0.05      
Volatility     240 %    
Risk-free interest rate     0.04 %    
Dividend yield     0 %    
Expected life     0.02 years      

 

 

 

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 Company’s 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 Company’s accounting and finance department with support from the Company’s 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 Company’s stock price, contractual terms, maturity, risk free rates, as well as, volatility.

 

As of March 31, 2013 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.

   

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 three months ended March 31, 2013 or 2012 because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Company’s subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Company’s balance sheet.

 

Reclassifications

 

Certain reclassifications have been made in the financial statements at March 31, 2012 and for the periods then ended to conform to the March 31, 2013 presentation. The reclassifications had no effect on net loss.

 

Recent accounting pronouncements

 

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 guidance did not have a material effect on the condensed consolidated financial statements.

 

FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of March 31, 2013 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 2013 or 2012, 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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Acquisition of CelLynx Group, Inc.
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Acquisition of CelLynx Group, Inc.

 

Note 3 – Acquisition of 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 its common stock 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.

 

On March 29, 2012, the Company acquired a further interest in CelLynx Group, Inc. by conversion of $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 consolidated subsidiary of the registrant effective March 29, 2012.

 

The purchase price, which was settled in cash, shares, and the settlement of convertible debt was $875,000, as follows:

 

i. Cash consideration paid $ 170,000

ii. 1,250,000 common shares of the registrant issued at a market price of $0.20 per share 250,000

iii. Redemption of convertible debt for 350 million shares of CelLynx Group Inc. common stock 455,000(a)

Fair market value of consideration paid $ 875,000

 

(a)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. The amounts recognized for each class of the acquiree’s assets and liabilities recognized at the acquisition date, March 29, 2012 are as follows:

 

The amounts recognized for each class of the acquiree’s assets and liabilities recognized at the acquisition date, March 29, 2012 are as follows;

 

Description   Net book value of CelLynx Group, Inc. consolidated assets and liabilities   Acquisition
Adjustments (i) (ii)
  Valuation attributed to assets acquired
Current assets   $ 3,260             $ 3,260  
Patented and unpatented technology, trademarks, and license     44,718     $ 1,155,282 (ii)     1,200,000  
Investment in 5BARz   (iii)     1,800,000               1,800,000  
Furniture and equipment     2,113               2,113  
Accounts payable and accruals     (1,752,628 )             (1,752,628 )
Notes payable (net of discount)     (403,076 )             (403,076 )
Accrued interest     (62,250 )             (62,250 )
Derivative liability     (5,495,425 )     5,026,093 (i)     (469,332 )
LOC payable – 5BARz (net)     (586,525 )     586,525 (i)     —    
Fair value non-controlling interest             (583,333 )     (583,333 )
Totals   $ (6,449,813 )   $ 6,184,567       (265,246 )
Goodwill                     1,140,246  
Purchase price                   $ 875,000  

 

  (i) In determining the fair value of assets acquired, the Company eliminated the convertible debt owed to 5BARz and the derivative liability attributed to that debt.
  (ii) Fair value of technology, trademarks and license.
  (iii) Eliminates in consolidation

 

On April 13, 2012 the Company exercised $7,700 under the terms of the convertible line of credit agreement with CelLynx Group, Inc. to acquire a further 51,333,333 shares in the capital stock of CelLynx Group, Inc. On May 15, 2012 the Company exercised a further $58,500 to acquire a further 390,000,000 shares and on May 21, 2013 the Company acquired 375,000,000 shares on the conversion of $9,375 under the convertible line of credit agreement. Each conversion increased the percentage ownership that the Company holds in CelLynx Group, Inc. to a 60% interest, subsequent to dilution arising from 3rd party convertible note conversions. At March 31, 2013 the Company had a 53% equity ownership in CelLynx Group, Inc. 



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Investment in 5BARz AG
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Investment in 5BARz AG

Note 4 – 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 period from inception (October 6, 2011) to December 31, 2012, sales of those securities aggregated 92,000 shares sold for proceeds of $276,000 CHF ($298,080 USD). At December 31, 2012 the Company holds a 94.6% controlling interest in 5BARz AG represented by 9,458,000 shares. During the 3 month period ended March 31, 2013 the Company did not have any sales of securities and the controlling interest in 5BARz AG remains at a 94.6% controlling interest.

 

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.

 

 



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Intangible assets and goodwill
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Intangible assets and goodwill

Note 5 – Intangible assets and goodwill

  

Intangible assets are comprised of patented and unpatented technology, 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.

 

      March 31, 2013     December 31, 2012

Patented and unpatented technology

  $ 3,015,794   $ 3,015,794
Marketing and distribution agreement     370,000     370,000
Trademarks     264     264
License rights     1,348     1,348
    $ 3,387,406   $ 3,387,406
Accumulated amortization           --
Patents and other intangibles, net   $ 3,387,406   $ 3,387,406

 

 

During the three months ended March 31, 2013 and year ended December 31, 2012 no amortization has been recorded on technology and other intangibles. The intangible assets acquired on December 29, 2011 related to the 5BARz technology will commence amortization with the initial commercial production (commercial viability) of products incorporating the related technology. The Company’s estimated patented and unpatented technology 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 Company’s 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.

 

There were no changes in the carrying amount of goodwill for the three months ended March 31, 2013.



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Common Stock
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Common Stock

6 - Common Stock

Since its inception, the Company has 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 9. 

 

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 15,2011 for 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. During the quarter ended March 31, 2013 the Company entered into an amending agreement with the unit holder and agreed to cancel the shares and warrants in lieu of the issuance of a convertible debenture.

 

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.

 

On various days during the period from January, 2013 to March, 2013 the Company issued 4,540,000 units at a price of $0.05 per unit for aggregate proceeds of $227,000. Each unit is comprised of one share and one share purchase 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 shares and warrants in settlement of accounts payable for services rendered in the amount of $5,000.

 

On February 12, 2013 the Company issued 125,000 shares of common stock at a price of $0.06 per share as partial settlement of $7,500 due under a note payable.

 

On February 15, 2013 the Company issued 1,440,000 shares of common stock at a price of $0.05 per share, for services with a total value of $72,000.

 

On February 26, 2013 the Company issued 250,000 shares of common stock at a price of $0.04 per share, for services with a total value of $10,000.

 

On February 26, 2013 the Company issued 91,780 shares of common stock at a price of $0.05 per share, for services with a total value of $4,589.

 

On March 1, 2013 the Company issued 175,000 shares of common stock at a price of $0.05 per share, for services with a total value of $8,750.

 

On March 17, 2013 the Company issued 513,827 shares of common stock at a price of $0.05 per share, for services with a total value of $25,691.

 

On March 31, 2013 the Company issued 100,000 shares of common stock at a price of $0.05 per share, for services with a total value of $5,000.



v0.0.0.0
Convertible Securities
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Convertible Securities

Note 7 – 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 and accrued interest 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 and accrued interest 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 Company’s 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 and accrued interest is convertible into common stock at the option of the holder at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Company’s 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 and accrued interest is convertible at the option of the holder into common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Company’s common stock for a period of 10 days prior to the date of notice of conversion.

 

On December 12, 2012, the Company had 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 $2,500 on January 10, 2013 and a further $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 March 31, 2013, the Company has recorded the total of $89,718 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.

 

In addition the Company has made the following repayments of principal and interest on the note;

  January 4, 2013 $25,000
  January 10, 2013 $  2,500
  February 15, 2013 $15,000
  Total $42,500

 

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 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.

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, however did not make the schedules cash payments. 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 along with 9% interest aggregating $306,584 have been accrued for at March 31, 2013. Also see litigation note 13.

 

On January 8, 2013 the Company entered into a convertible debenture agreement with a consultant in settlement of $147,428 payable to that consultant for services rendered. 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.  During the period to March 31, 2013, interest of $2,650 was accrued on the convertible debenture. In connection with the note the Company recorded $57,975 of derivative liability as of March 31, 2013.

 

In December 2012, a shareholder purchased 1,600,000 common shares for $80,000.The Company included the shares in issued and outstanding shares as of December 31, 2012, but the investor never took possession of the shares. During the quarter ended March 31, 2013, the proceeds were recorded as a note with 8% annual interest. The terms of the note were to be settled at a future date. (see Note 11).

 

CelLynx Group, Inc. – Convertible Promissory Notes 

 

The Company’s subsidiary, CelLynx Group, Inc.(“Cellynx”) has two 8% convertible promissory notes outstanding at March 31, 2013 as follows:

Issue Date       Principal Amount   Date of Maturity   Accrued
Interest
May 24, 2012   $   37,500   February 18, 2013     $ 1,060
September 18, 2012   $   12,500       June 15, 2013     $ 49
                         

 

  

   

The terms of these notes are such that subsequent to the prepayment date six months after the issue date, if not paid, holder may convert principal and unpaid interest on the note into shares of Cellynx common stock, with the number of shares issuable determined to be the variable conversion factor. The variable conversion factor is calculated by dividing the amount to be converted by the conversion price which is equal to 51% of the average of the three lowest closing bid prices of the Cellynx common stock over the ten trading days prior to the date of the conversion. Holder is prohibited from converting amounts if principal and interest that would result in holder receiving shares, which when combined with shares of the Cellynx common stock held, would result in investor holding more than 4.99% of the Cellynx then- outstanding common stock. The shares of common stock, if any, issued upon conversion, will be restricted securities as defined pursuant to the terms of Rule 144.

 

Cellynx 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.

  

Cellynx 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:

 

Issue Date   Principal Amount   Accrued Penalty
and Interest
  Total
May 24, 2012   $ 23,100 *   $ 14,593     $ 37,693  
September 18, 2012   $ 12,500     $ 7,576     $ 20,076  
Total   $ 35,600     $ 22,169     $ 57,769  

*The following conversions of principle common shares were completed on this note as follows;

Date Amount converted Shares issued of CelLynx
November 28, 2012 $10,800 72,000,000
February 19, 2013 $3,600 72,000,000
April 1, 2013 $3,600 72,000,000

CelLynx Group, Inc. – Convertible Promissory Notes 

On July 9, 2012 the Company settled the terms of a convertible debenture owed to a third party, 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.

 

Pursuant to the Note agreement dated January 5, 2012 (the “January 5, 2012 Note”), the Company issued a note in the amount of $50,000, by way of settlement of certain debts owed by the Company to Holder. The Note bears interest at a rate of 8%, and was due on July 3, 2012. Holder may convert principal and unpaid interest on the note into shares of the Company’s 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 Company’s 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 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 $86,324 on its books at March 31, 2013. 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 Company’s 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 Company’s 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 $99,254 on its books at March 31, 2013. 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 March 31, 2013, the Company recorded on its books principal and interest in the amount of $318,939. The note is in default and is due and payable at March 31, 2013.



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Options and Warrants
3 Months Ended
Mar. 31, 2013
Options And Warrants
Options and Warrants

Note 8 – Options and Warrants

Warrants – 5BARz International Inc.

 

The following table summarizes the warrant activity to March 31, 2013:

 

Number of

Warrants

 

Weighted Average

Exercise Price

 

Average Remaining

Contractual Life

 
Outstanding at December 31, 2012   2,140,000   $ 0.20      
Granted   4,640,000     0.20      
Exercised            
Cancelled   1,600,000     0.20      
Outstanding at March 31, 2013   5,180,000   $ 0.20     1.8  
Exercisable at March 31, 2013   5,180,000   $ 0.20     1.8  

 

Options – CelLynx Group, Inc.

  

At March 31, 2013, CelLynx Group Inc. has the following Options outstanding;

 

The number and weighted average exercise prices of all options and warrants exercisable as of March 31, 2013, are as follows:

 

CelLynx Group, Inc. - Options Exercisable

 

  Options  Weighted average
exercise price
  Weighted average remaining contract life
Opening at December 31, 2012   6,400,000   $0.0008    2.25 
Granted   40,000,000   $0.0002    2.0 
Expired   —             
Outstanding at March 31, 2013   46,400,000   $0.0003    2.1 

  

 

Warrants – CelLynx Group, Inc.

 

The following table summarizes the warrant activity to March 31, 2013:

  Number of
Warrants
  Weighted Average
Exercise Price
  Average Remaining
Contractual Life
Outstanding at December 31, 2012   5,930,000   $0.79      
Granted               
Exercised   —      —        
Expired   980,000    0.25      
Outstanding at March 31, 2013   4,950,000   $0.90    2 
Exercisable at March 31, 2013   4,950,000   $0.90    2 



v0.0.0.0
Related Party Transaction
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Related Party Transaction

Note 9 - 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 3 month period ended March 31, 2013 the Company paid $19,850 of principal and interest on that note. At March 31, 2013 the Company had a remaining balance to the related party in the amount of $367 (March 31, 2013 - $74,373).

 



v0.0.0.0
Litigation
3 Months Ended
Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Litigation

Note 10 - Litigation

 

Prior to the Company’s investment in CelLynx, on November 8, 2011 CelLynx Group, Inc was a Defendant in an action brought by Dophinshire L.P., a California Limited Partnership(“the Plaintiff”) regarding its office space in Mission Viejo, CA. That action has since been dismissed. 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 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 March 31, 2013 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, CSS Properties brought suit against Cellynx, Inc. 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 March 31, 2013 and are subject to adjustments based on the outcome of negotiation.

 

Prior to the Company’s 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 Company’s 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 attorney’s 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 plus 125,000 shares which have been issued. As of March 31, 2013, the Company has recorded $300,000 plus accrued interest aggregating $306,584.

 

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 principal 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 and other named defendants have filed an appearance and intend to defend against the law suit.

 

The Company’s 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 were 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. At March 31, 2013, the Compay’s sole Director is not domiciled in BC.

 

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.



v0.0.0.0
Subsequent Events
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Subsequent Events

Note 11 – Subsequent events

 

Sales of Common Stock

 

During the period from April 1, 2013 to May 31, 2013, the Company sold the following equity securities;

 

During the period April 1 2013 to May 31, 2013 the Company issued 7,995,000 units at a price of $0.05 per unit for aggregate proceeds of $399,750. 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 April 1, 2013 the Company issued 425,000 units at a price of $0.05 per unit, for services with an aggregate value of $21,250.

On May 15, 2013 the Company issued 200,000 shares at a price of $0.05 per share, for services with an aggregate value of $10,000.

 

Convertible debenture

 

On April 21, 2013 the Company entered into an amendment agreement providing for the issuance of a convertible debenture agreement with an investor in the Company upon cancellation of a unit subscription agreement entered into on December 18, 2012 in the amount of $80,000. 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. (See Note 7).

 

Promissory note

 

On April 3, 2013 the Company entered into a Promissory note agreement which provides for an initial advance in the amount of $35,000. Pursuant to the terms of that Promissory Note, should the proceeds be repaid 90 days subsequent to the date of advance, no interest will be payable on the advance. Should the amount not be repaid within that 90 day period, then interest at a rate of 12% will be accrued as payable and the loan may be converted into common stock at a conversion rate equal to a 60 percent discount to market determined as the lowest trade price for a period of 25 trade days prior to the date of conversion. That discount factor would be increased by 10% should the Company’s stock not be DWAC eligible (Depository Trust Company will accept shares for deposit “electronically” as opposed to “physically) and a further 5% if the shares are not DTC eligible (Depository Trust Company will accept physical stock certificates for deposit from DTC participants), and a further 15% should both be the case. The note agreement provides for the advance of a further $300,000, at the option of the lender.

 

2013 Stock Option Plan

On May 17, 2013 the Company adopted the 2013 Stock Incentive Plan (the “Plan”). The Plan will offer opportunity to selected employees and consultants to participate in the Company’s growth and encourage them to remain in the service of the Company and to acquire and maintain stock ownership in the Company. A maximum of 20,000,000 shares of Common Stock will be available for issuance under the Plan. As of May 17, 2013, 3,000,000 options with an exercise price of $0.10 were granted under the Plan.

 



v0.0.0.0
Summary of significant accounting policies (Policies)
3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]
Basis of Presentation

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K filed on May 13, 2013 for the fiscal year ended December 31, 2012.

 

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 it’s 53% owned subsidiary CelLynx Group, Inc. and that Company’s 100% owned subsidiary CelLynx, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

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.

Intangible assets

Intangible assets

 

Acquired patented and unpatented technology, 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 March 31, 2013 and December 31, 2012 there was no impairment of its intangible assets.

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 March 31, 2013 there was no impairment of its goodwill.

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 Company’s 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

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:

 

  Level 1. Quoted prices in active markets for identical assets or liabilities.

 

 

  Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

 

 

  Level 3. Significant unobservable inputs that cannot be corroborated by market data.

 

The assets or liability’s 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.

 

 

    Consolidated
Balance Sheet
    Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
    Quoted Prices for Similar Assets or Liabilities in Active Markets
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Derivative Liabilities:                                
March 31, 2013   $ 67,870     $ -     $ -     $ 67,870  
December 31, 2012   $ 18,065     $ -     $ -     $ 18,065  

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:

 

       
    March 31, 2013      
Beginning balance   $ 18,065      
Change in fair value of derivative liabilities     49,805      
Ending balance   $ 67,870      

 

 

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 Company’s derivative financial instruments are provided below:

 

       
    March 31, 2013      
Stock price   $ 0.05      
Volatility     240 %    
Risk-free interest rate     0.04 %    
Dividend yield     0 %    
Expected life     0.02 years      

 

 

 

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 Company’s 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 Company’s accounting and finance department with support from the Company’s 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 Company’s stock price, contractual terms, maturity, risk free rates, as well as, volatility.

 

As of March 31, 2013 there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

Derivative Instruments

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.

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 three months ended March 31, 2013 or 2012 because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Company’s subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Company’s balance sheet.

Reclassifications

Reclassifications

 

Certain reclassifications have been made in the financial statements at March 31, 2012 and for the periods then ended to conform to the March 31, 2013 presentation. The reclassifications had no effect on net loss.

Recent accounting pronouncements

Recent accounting pronouncements

 

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 guidance did not have a material effect on the condensed consolidated financial statements.

 

FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of March 31, 2013 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 2013 or 2012, 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.



v0.0.0.0
Summary of Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2013
Summary Of Accounting Policies Tables
Fair Value of Financial instruments Assets and Liabilities
    Consolidated
Balance Sheet
    Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
    Quoted Prices for Similar Assets or Liabilities in Active Markets
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Derivative Liabilities:                                
March 31, 2013   $ 57,975     $ -     $ -     $ 57,975  
December 31, 2012   $ -     $ -     $ -     $ -  
Level 3 financial liabilities that are measured at fair value on a recurring basis
       
    March 31, 2013      
Beginning balance   $ -      
Change in fair value of derivative liabilities     57,975      
Ending balance   $ 57,975      
Fair Value of Financial instruments Black-Scholes option pricing models
       
    March 31, 2013      
Stock price   $ 0.05      
Volatility     240 %    
Risk-free interest rate     0.04 %    
Dividend yield     0 %    
Expected life     0.02 years      


v0.0.0.0
Acquisition of CelLynx Group, Inc. (Tables)
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Acquistion of Cellynx Group, Inc.
i.   Cash consideration paid    $ 170,000  
ii.   1,250,000 common shares of the registrant issued at a market price of $0.20 per share     250,000  
iii.   Redemption of convertible debt for 350 million shares of Cellynx Group Inc. common stock     455,000 (a)
             
    Fair market value of consideration paid   $ 875,000  
Assets and Liabilities recognized at acquisition date
Description  Net book value of CelLynx Group, Inc. consolidated assets and liabilities  Acquisition
Adjustments (i) (ii)
  Valuation attributed to assets acquired
Current assets  $3,260        $3,260 
Patents, trademarks, and license   44,718   $1,155,282(ii)   1,200,000 
Investment in 5BARz   (iii)   1,800,000         1,800,000 
Furniture and equipment   2,113         2,113 
Accounts payable and accruals   (1,752,628)        (1,752,628)
Notes payable (net of discount)   (403,076)        (403,076)
Accrued interest   (62,250)        (62,250)
Derivative liability   (5,495,425)   5,026,093(i)   (469,332)
LOC payable – 5BARz (net)   (586,525)   586,525(i)   —   
Fair value non-controlling interest        (583,333)   (583,333)
Totals  $(6,449,813)  $6,184,567    (265,246)
Goodwill             1,140,246 
Purchase price            $875,000 


v0.0.0.0
Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2013
Notes to Financial Statements
Intangible Assets
      March 31, 2013     December 31, 2012

Patented and unpatented technology

  $ 3,015,794   $ 3,015,794
Marketing and distribution agreement     370,000     370,000
Trademarks     264     264
License rights     1,348     1,348
    $ 3,387,406   $ 3,387,406
Accumulated amortization           --
Patents and other intangibles, net   $ 3,387,406   $ 3,387,406


v0.0.0.0
Convertible Securities (Tables)
3 Months Ended
Mar. 31, 2013
Convertible Securities Tables
Repayment on Convertible Promissory Notes
  January 4, 2013 $25,000
  January 10, 2013 $  2,500
  February 15, 2013 $15,000
  Total $42,500
Convertible Promissory Note

CelLynx Group, Inc. – Convertible Promissory Notes 

 

The Company’s subsidiary, CelLynx Group, Inc. has two 8% convertible promissory notes outstanding at March 31, 2013 as follows:

Issue Date       Principal Amount   Date of Maturity   Accrued
Interest
May 24, 2012   $   37,500   February 18, 2013     $ 1,060
September 18, 2012   $   12,500       June 15, 2013     $ 49
                         

 

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:

 

Issue Date   Principal Amount   Accrued Penalty
and Interest
  Total
May 24, 2012   $ 23,100 *   $ 14,593     $ 37,693  
September 18, 2012   $ 12,500     $ 7,576     $ 20,076  
Total   $ 35,600     $ 22,169     $ 57,769  

*The following conversions of principle common shares were completed on this note as follows;

Date Amount converted Shares issued
February 19, 2013 $3,600 72,000,000
April 1, 2013 $3,600 72,000,000



v0.0.0.0
Options and Warrants (Tables)
3 Months Ended
Mar. 31, 2013
Options And Warrants Tables
Warrants - 5BARz International Inc.
 

Number of

Warrants

 

Weighted Average

Exercise Price

 

Average Remaining

Contractual Life

 
Outstanding at December 31, 2012   2,140,000   $ 0.20      
Granted   4,640,000     0.20      
Exercised            
Cancelled   1,600,000     0.20      
Outstanding at March 31, 2013   5,180,000   $ 0.20     1.8  
Exercisable at March 31, 2013   5,180,000   $ 0.20     1.8  
Weighted Average Exercise Price of all Options
  Options  Weighted average
exercise price
  Weighted average remaining contract life
Opening at December 31, 2012   6,400,000   $0.0008    2.25 
Granted   40,000,000   $0.0002    2.0 
Expired   —             
Outstanding at March 31, 2013   46,400,000   $0.0003    2.1 
Warrants - CelLynx Group, Inc.
  Number of
Warrants
  Weighted Average
Exercise Price
  Average Remaining
Contractual Life
Outstanding at December 31, 2012   5,930,000   $0.79      
Granted               
Exercised   —      —        
Expired   980,000    0.25      
Outstanding at March 31, 2013   4,950,000   $0.90    2 
Exercisable at March 31, 2013   4,950,000   $0.90    2 


v0.0.0.0
Organization and Basis of Reporting (Details)
3 Months Ended
Mar. 31, 2013
5BARz AG
Mar. 31, 2012
CelLynx Group, Inc.
Business Acquisition [Line Items]
Agreement date
Nov. 06, 2011 Mar. 29, 2012
Acquired interest
94.60%
Ownership in Entity
CeLlynx Inc.
Percentage Owned
53.00% 100.00%


v0.0.0.0
Going concern (Details) (USD $)
53 Months Ended
Mar. 31, 2013
Going Concern Details
Net loss
$ 3,348,287
Negative Cash Flows
1,529,784
Accumulated Deficit
$ 3,404,453


v0.0.0.0
Summary of Accounting Policies (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Summary Of Accounting Policies Details
Gain on change in the Fair value of accrued warranty liability
$ 57,975
Derivative Liabilities
$ 57,975
Level 3 Valuation Methodolgy
Stock Price
$ 0.05
Expected volatility
240.00%
Risk-free Interest
0.04%
Annual Dividend Yield
0.00%
Exepected Life (years)
2 days


v0.0.0.0
Acquisition of CelLynx Group, Inc.Description (Details Narrative) (USD $)
0 Months Ended 3 Months Ended
Jan. 07, 2011
Mar. 29, 2012
Cash consideration paid
$ 170,000
CelLynx Group, Inc.
Common Stock recieved from CelLynx Group, Inc.
63,412,638
Purchase Price for common stok of CelLynx Group, Inc.
634,126
Cash consideration paid
170,000
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


v0.0.0.0
Investment in CelLynx Group, Inc. (Details) (USD $)
Mar. 29, 2012
Business Combinations [Abstract]
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


v0.0.0.0
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


v0.0.0.0
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


v0.0.0.0
Acquisition of CelLynx Group, Inc. (Details Narrative) (CelLynx Group, Inc., USD $)
0 Months Ended
May 21, 2013
May 15, 2012
Apr. 13, 2012
CelLynx Group, Inc.
Conversion of debt
$ 9,375 $ 58,500 $ 7,700
Common Stock Recieved, share
375,000,000 390,000,000 51,333,333


v0.0.0.0
Investment in 5BARz AG (Details Narrative) (5BARz AG, USD $)
0 Months Ended 3 Months Ended
Oct. 06, 2011
Mar. 31, 2013
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
92,000
Proceeds of Common Stock
$ 108,752 $ 278,290
Acquired interest
94.60%


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Intangible Assets (Details) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Intangible Assets, Gross
$ 3,387,406 $ 3,387,406
Accumulated amortization
Intangibles Assets, net
3,387,406 3,387,406
Patented and unpatented technology
Intangible Assets, Gross
3,015,794 3,015,794
Marketing and distribution agreement
Intangible Assets, Gross
370,000 370,000
Trademarks
Intangible Assets, Gross
264 264
License rights
Intangible Assets, Gross
$ 1,348 $ 1,348


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Intangible Assets (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2013
Patented and unpatented technology
Life of amortization
5 years
Amortization over the next five years
$ 866,998
Trademarks
Life of amortization
5 years
Amortization over the next five years
806
Amortization thereafter
$ 806
Maximum
Life of amortization
20 years
Minimum
Life of amortization
10 years


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Cumulative Sales of Stock 2008-2010 (Details)
1 Months Ended 1 Months Ended
Nov. 13, 2008
Founders Shares
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
250,000,000
Cancellation of Common Stock, shares
87,800,000
Common stock issued forAcquistions (in shares)
15,600,000


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Cumulative Sales of Stock 2011 (Details) (USD $)
3 Months Ended 0 Months Ended 1 Months Ended
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
5 BARz International Inc.
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
$ 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


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Cumulative Sales of Stock 2012 -2013 (Details) (USD $)
0 Months Ended 3 Months Ended
Mar. 31, 2013
Mar. 17, 2013
Mar. 01, 2013
Feb. 26, 2013
Feb. 15, 2013
Feb. 12, 2013
Jan. 25, 2013
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
Mar. 31, 2013
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 4,540,000
Units Issued (in shares)
1 1,200,000 400,000 300,000 300,000 100,000 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 $ 227,000
Common stock issued for services (in shares)
100,000 513,827 175,000 250,000 14,400,000 100,000 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
5,000 25,691 8,750 10,000 72,000 5,000 112,500 165,041 212,620 14,977 30,000 47,990 150,000 30,000
Stock Issued During Period, Shares
125,000
Stock Issued During Period
7,500
Price Per Unit
$ 0.05 $ 0.05 $ 0.05 $ 0.04 $ 0.05 $ 0.06 $ 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
Warrant price
0.20 0.20
Common Stock Additional
Units Issued (in shares)
140,000
Issuance of common stock
7,000
Common stock issued for services (in shares)
91,780 66,667 50,000
Common stock issued for services
$ 4,589 $ 10,000 $ 5,000
Price Per Unit
$ 0.05 $ 0.05 $ 0.15 $ 0.10


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Cumulative Sales of Stock Prices (Details) (USD $)
Mar. 31, 2013
Common Stock
Mar. 17, 2013
Common Stock
Mar. 01, 2013
Common Stock
Feb. 26, 2013
Common Stock
Feb. 15, 2013
Common Stock
Feb. 12, 2013
Common Stock
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 $ 0.04 $ 0.05 $ 0.06 $ 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


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Promissory Notes (Details) (USD $)
3 Months Ended
Mar. 31, 2013
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
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
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]
Default penalty
50.00%
Default interest
22.00%
Note Payable
$ 89,718
[1] Payable as to $35,000 on December 31, 2012 and $65,000 on February 15, 2013


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Promissory Notes (Details) (Parenthetical) (Note payments)
3 Months Ended
Mar. 31, 2013
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.



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Promissory Notes - Repayments (Details) (Note payments, USD $)
3 Months Ended
Mar. 31, 2013
Repayment on Note
$ 42,500
January 4, 2013
Repayment on Note
25,000
January 10, 2013
Repayment on Note
2,500
February 15, 2013
Repayment on Note
$ 15,000


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Convertible debenture agreement and Equity Investment Agreement (Details) (Investor, USD $)
3 Months Ended
Mar. 31, 2013
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]
[1] 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, however did not make the schedules cash payments. 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 along with 9% interest aggregating $306,584 have been accrued for at March 31, 2013. Also see litigation note 13.


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Convertible debenture agreement and Equity Investment Agreement (Details) (Parenthetical) (Investor)
3 Months Ended
Mar. 31, 2013
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.



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Convertible Debentures(Details) (Convertible Debentures, USD $)
3 Months Ended
Mar. 31, 2013
Convertible Debentures
Issue Date
Jan. 08, 2013
Principal Amount
$ 147,428
Date of Maturity
90 days
Interest Rate per annum
8.00%
Discount rate
20.00%
Price per share
$ 0.05
Interest Accrued
$ 2,650


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Cellynx Group, Inc. - Convertibles Promissory Notes (Details) (USD $)
3 Months Ended
Mar. 31, 2013
Total
Principal amount
$ 35,600
Accrued Penalty and Interest
22,169
Total Note Balance
57,769
Cellynx Note1
Issue Date
May 24, 2012
Face Amount
37,500
Accrued Interest
1,060
Interest Rate per annum
8.00%
Principal amount
23,100
Accrued Penalty and Interest
14,593
Total Note Balance
37,693
Common stock issued for debt
72,000,000
Common Stock issued for debt, amount
3,600
Default penalty
50.00%
Default interest
22.00%
Cellynx Note2
Issue Date
Sep. 18, 2012
Face Amount
12,500
Accrued Interest
49
Interest Rate per annum
8.00%
Principal amount
12,500
Accrued Penalty and Interest
7,576
Total Note Balance
$ 20,076
Default penalty
50.00%
Default interest
22.00%


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Cellynx Group, Inc. - Convertibles Promissory Notes (Details Narrative)
3 Months Ended
Mar. 31, 2013
Cellynx Note1
Terms of note

The terms of these note are such that subsequent to the prepayment date six months after the issue date, if not paid, holder may convert principal and unpaid interest on the note into shares of the Company’s common stock, with the number of shares issuable determined to be the variable conversion factor. The variable conversion factor is calculated by dividing the amount to be converted by the conversion price which is equal to 51% of the average of the three lowest closing bid prices of the Company’s common stock over the ten trading days prior to the date of the conversion. Holder is prohibited from converting amounts if principal and interest that would result in holder receiving shares, which when combined with shares of the Company’s common stock held, would result in investor holding more than 4.99% of the Company’s then- outstanding common stock. The shares of common stock, if any, issued upon conversion, will be restricted securities as defined pursuant to the terms of Rule 144.

 

Cellynx Note2
Terms of note

The terms of these note are such that subsequent to the prepayment date six months after the issue date, if not paid, holder may convert principal and unpaid interest on the note into shares of the Company’s common stock, with the number of shares issuable determined to be the variable conversion factor. The variable conversion factor is calculated by dividing the amount to be converted by the conversion price which is equal to 51% of the average of the three lowest closing bid prices of the Company’s common stock over the ten trading days prior to the date of the conversion. Holder is prohibited from converting amounts if principal and interest that would result in holder receiving shares, which when combined with shares of the Company’s common stock held, would result in investor holding more than 4.99% of the Company’s then- outstanding common stock. The shares of common stock, if any, issued upon conversion, will be restricted securities as defined pursuant to the terms of Rule 144.

 



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Cellynx Group, Inc. - Other Convertibles Promissory Notes (Details) (USD $)
3 Months Ended
Mar. 31, 2013
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
86,324
Default penalty
50.00%
Default interest
22.00%
April 5, 2011 Note
Face Amount
50,000
Interest Rate per annum
8.00%
Total Note Balance
99,254
Default penalty
50.00%
Default interest
22.00%
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
$ 318,969


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Cellynx Group, Inc. - Other Convertibles Promissory Notes (Details) (Parenthetical)
3 Months Ended
Mar. 31, 2013
January 5, 2012
Terms
Holder may convert principal and unpaid interest on the note into shares of the Company’s 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 Company’s 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 Company’s 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 Company’s 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.


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Warrant Activity - 5BARz International Inc. (Details) (USD $) (5 BARz International Inc., USD $)
3 Months Ended
Mar. 31, 2013
5 BARz International Inc.
Warrant Activity
Outstanding at December 31, 2012, Number of Warrants
2,140,000
Granted, Number of shares
4,640,000
Cancelled, Number of shares
1,600,000
Outstanding and exercisable at March 31, 2013, Number of Warrants
5,180,000
Weighted Average Exericse Price
Outstanding at December31, 2012
$ 0.20
Granted, Weighted average exercise price
$ 0.20
Cancelled, Weighted average exercise price
$ 0.20
Outstanding and exercisable at March 31, 2013, Weighted average exercise price
$ 0.20
Outstanding at March 31, 2013, Average Remaining Contractual Life
1 year 8 months 0 days


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Options Exercisable (Details) (USD $) (USD $)
3 Months Ended
Mar. 31, 2013
Number of Options
46,400,000
Weighted Average Exercise Price
$ 0.0003
Weighted Average Remaining Contractual Life
2 years 1 month
$0.0008
Number of Options
6,400,000
Weighted Average Exercise Price
$ 0.0008
Weighted Average Remaining Contractual Life
2 years 2 months 5 days
0.0002
Number of Options
4,000,000
Weighted Average Exercise Price
$ 0.0002
Weighted Average Remaining Contractual Life
2 years 0 months


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Warrant Activity - CelLynx Group, Inc. (Details) (USD $) (CelLynx Group, Inc., USD $)
3 Months Ended
Mar. 31, 2013
CelLynx Group, Inc.
Warrant Activity
Outstanding at December 31, 2012, Number of Warrants
5,930,000
Granted, Number of shares
Exercised, Number of shares
Expired, Number of shares
980,000
Outstanding and exercisable at March 31, 2013, Number of Warrants
4,950,000
Weighted Average Exericse Price
Outstanding at December31, 2012
$ 0.79
Granted, Weighted average exercise price
Exercised, Weighted average exercise price
Expired, Weighted average exercise price
$ 0.25
Outstanding and exercisable at March 31, 2013, Weighted average exercise price
$ 0.90
Outstanding at March 31, 2013, Average Remaining Contractual Life
2 years 0 months 0 days


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Related Party transactions (Details) (USD $)
3 Months Ended 53 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Mar. 31, 2013
Related Party Transactions [Abstract]
Date of Agreement
Dec. 30, 2010
Proceeds from Note Payable
$ 370,000
Issuance of Common Stock
15,600,000
Payment on Note
19,483 46,064 463,806
Balance of Note
74,373 74,373
Payment due to Related Party
$ 367 $ 367


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Litigation (Details Narrative) (USD $)
3 Months Ended
Mar. 31, 2013
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
La Jolla Cove Dimissal
Date
1/13/2013
Allegations
Dimssing Action
Alleged Damages
300,000
Late Charges
306,584
Interest Rate per annum
9.00%
Stock Issued During Period, Shares
125,000
Asher Enterprises, Inc.
Date
3/22/2013
Allegations
Repayment of notes
Alleged Damages
$ 81,000


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Litigation (Details Narrative) (Parenthetical)
3 Months Ended
Mar. 31, 2013
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 attorney’s 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.


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Subsequent Events (Details Narrative) (Subsequent Event, USD $)
0 Months Ended
May 31, 2013
May 17, 2013
Apr. 03, 2013
Apr. 21, 2013
Subsequent Event
Units Issued
7,995,000
Proceeds from Sale of Warrants
$ 399,750
Shares issued for Services, shares
200,000 425,000
Shares issued for Services, amount
10,000 21,250
Stock options, authorized
20,000,000
Stock options, granted
3,000,000
Price of Stock
$ 0.05 $ 0.10 $ 0.05 $ 0.05
Principal Amount
$ 35,000 $ 80,000 [1]
Interest Rate per annum
12.00% 8.00%
Price per share
$ 0.20
[1] may be converted into common stock, 90 days after the inception of the agreement, at a price which is a 20% discount to market