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Debt and Warrants Issuance
12 Months Ended
Dec. 31, 2012
Debt and Warrants Issuance [Abstract]  
Debt and Warrants Issuance
Note 8. Debt and Warrants Issuance
 
During the second half of 2012, Water Tech World Wide, LLC ("Water Tech") loaned $110,000 to the Company for working capital. In the fourth quarter 2012, Water Tech loaned an additional $200,000 to provide additional working capital and to partially pay down the obligation with our former CFO (as discussed below).

On December 31, 2012 (the "Effective Date"), we issued to (a) Water Tech (i) an 8% secured promissory note (the "1st Note"), (ii) a warrant (the "First Warrant") and (iii) a second warrant (the "Second Warrant"), to formally document loans in aggregate amount of $310,000 that we received from Water Tech, and (b) a certain unaffiliated investor (the "Investor") (i) an 8% promissory note (the "2nd Note" and together with the 1st Note, the "Notes") and (ii) a warrant (the "Third Warrant" and collectively with the First Warrant and the Second Warrant, the "Warrants"), to formally document a loan in the amount of $50,000 that we received from the Investor during the fourth quarter of 2012 (collectively, the "Offering").  Dr. Thomson, a member of our Board of Directors, is the sole managing member of Water Tech and has the sole voting and dispositive power over the shares of our common stock underlying the Warrants owned by Water Tech.  As such, the 1st Note is classified as a related party note in our consolidated balance sheet as of December 31, 2012.

The Notes matured on the earlier of (i) February 28, 2013 and (ii) the date when we consummate a debt and/or equity financing (the "Financing") resulting in gross proceeds to us of at least $310,000, with respect to the 1st Note, and $50,000 with respect to the 2nd Note (such date, the "Initial Maturity Date"), and maybe prepaid in whole or in part by us at any time without premium or penalty. We did not repay Water Tech and the Investor the Notes in full on or before the respective Initial Maturity Date, so the respective Initial Maturity Date was extended until the date when we consummate a Financing resulting in gross proceeds to us of at least $310,000, with respect to the 1st Note, and $50,000, with respect to the 2ndNote, and repay the unpaid principal amount and interest due under the Notes. We further agreed to make mandatory payments to Water Tech and the Investor (each a "Payment" or collectively, the "Payments") as funds are paid to and received by us under the Riverbay Agreement. The Notes are secured by all of our rights, title and interests in any Riverbay Payments and any other accounts receivable due to us from Riverbay under the Riverbay Agreement. The Notes contain customary events of default upon the occurrence of which, subject to any cure period, the full principal amount of the Notes, together with any other amounts owing in respect thereof, shall become immediately due and payable without any action on the part of Water Tech or the Investor. We plan to use the net proceeds of the sale of these securities as general working capital.

The First Warrant entitles Water Tech to purchase 19,035,638 shares of our common stock at an exercise price of $0.001 per share. The Second Warrant entitles Water Tech to purchase 2,337,707 shares of our common stock at an exercise price of $0.01 per share. The Third Warrant entitles the Investor to purchase 2,337,707 shares of our common stock at an exercise price of $0.01 per share. The Warrants will be exercisable from issuance until 3 years after the Effective Date. The number of shares of our common stock issuable upon exercise of the Warrants is subject to adjustment in the event of any change in the common stock, including changes by reason of stock dividends, stock splits, reclassifications, mergers, consolidations or other changes in the capitalization of common stock. The Warrants will be exercisable on a cashless basis any time after the issuance date and contain weighted average anti-dilution price protection. In addition, the First Warrant contains an anti-dilution provision (the "Dilution Protection Term"), in that as long as the First Warrant remains outstanding, Water Tech will have the right to convert the First Warrant into such number of shares of our common stock as will equal, when converted, 30% of the aggregate number of common shares outstanding upon conversion. With the exception of their exercise price, the Second Warrant and the Third Warrant are identical to the First Warrant and contain the Dilution Protection Term but with respect to 5% of the aggregate number of shares of our common stock deemed outstanding on the conversion date, including upon the exercise of such warrant.

In addition to the terms above, the Warrants all contain reset provisions, meaning that if we subsequently issue any common stock or securities convertible into common stock prior to the complete exercise of the Warrants, for a consideration per share that is less than the exercise price in effect for the Warrants at the time of issuance, the exercise price of the Warrants shall be reduced to the lower exercise price of the subsequent issuance. This reset provision was evaluated under ASC 815.  As a result of this provision, the Warrants now qualify for derivative accounting pursuant to ASC 815 (see Note 9).
 
Also, during the fourth quarter 2012, Water Tech loaned $27,500 to us for working capital. The advance does not bear interest and is due on demand. This balance is outstanding at December 31, 2012.

In August 2012, we entered into a financing agreement with AFCO to finance a portion of our professional board of directors insurance.  The amount financed was $48,013, bore interest at 5.94% and was to be paid over 5 monthly payments of principal and interest of $9,746.  At December 31, 2012, there was one payment of $9,746 left to be made.

As of March 31, 2011, GEM entered into the $500,000 Line of Credit Agreement pursuant to the LOC Agreement with a related party lender, pursuant to which the lender initially advanced to GEM $100,000, evidenced by a promissory note of the same amount dated as of equal date. During the second quarter ended June 30, 2011, we borrowed the balance of $400,000 available under the LOC Agreement. The note bears interest at a rate of 12% per year, with interest on the note paid monthly in arrears. The repayment of the note was due on March 31, 2012.  The parties are in discussions to extend the maturity date of the loan. See Note 15 for more detail.  This balance was outstanding at December 31, 2012 and 2011.
 
During the year ended December 31, 2011, certain of our affiliates, a consultant of our Company and a related party (collectively, the "Lenders"), provided us with short-term bridge loans in aggregate amount of $280,000 (the "Loans").  The Loans were not evidenced by promissory notes and do not bear interest.  During the fourth quarter of 2011, we were able to pay back $40,600 of the Loans.  At December 31, 2012 and 2011, there was a balance owed of $239,400.  The Company borrowed an additional $40,000 from one of these affiliates during the year ended December 31, 2012, all of which was repaid as of December 31, 2012.