Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 18, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'FRESH PROMISE FOODS, INC. | ' |
Entity Central Index Key | '0001058330 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity's Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 50,727,540 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $73,293 | $338 |
Due from related parties | 2,380 | ' |
Current Assets | 75,673 | 338 |
Property and equipment, net | ' | 828 |
Office deposit | ' | 1,700 |
Total Assets | 75,673 | 2,866 |
Current Liabilities | ' | ' |
Accounts payable | 232,052 | 259,395 |
Other liabilities | 77,118 | 144 |
Accrued interest | 13,184 | 2,451 |
Convertible notes payable, net | 277,068 | 102,013 |
Derivative liability | 129,417 | ' |
Loan due related parties | 6,000 | 6,000 |
Payable to IronRidge Global | 243,448 | 295,318 |
Total Current Liabilities | 978,287 | 665,321 |
Stockholders' Deficit | ' | ' |
Common stock - par value $0.00001 4,000,000,000 shares authorized, 43,089,661 and 31,043,194 shares outstanding, respectively. | 431 | 330 |
Preferred stock - par value $0.00001 100,000,000 shares authorized, 308,180 and 341,180 shares outstanding, respectively. | 3 | 3 |
Treasury stock | ' | 208 |
Deferred Compensation | ' | -22,500 |
Additional Paid in capital | 6,513,881 | 6,328,926 |
Accumulated deficit | -7,416,929 | -6,969,422 |
Total Stockholders' Deficit | -902,614 | -662,455 |
Total Liabilities and Stockholders' Deficit | $75,673 | $2,866 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares outstanding | 43,089,661 | 31,043,194 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 308,180 | 341,180 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | ' | $2,251 | $64 | $17,388 |
Cost of Goods Sold | ' | 1,324 | 2,515 | 16,846 |
Gross Margin | ' | 927 | -2,451 | 542 |
Operating Expenses | ' | ' | ' | ' |
Professional fees | 67,765 | 167,029 | 276,028 | 264,226 |
Office expense | ' | 3,305 | 8,962 | 14,741 |
Investor and public relations | 5,777 | 24,196 | 14,775 | 37,071 |
Communication | ' | 3,022 | 2,381 | 14,246 |
Bank services | ' | 323 | 681 | 1,013 |
Marketing | ' | 120 | ' | 10,640 |
Travel and entertainment | 3,809 | 3,223 | 6,978 | 15,390 |
Payroll and related expense | ' | ' | ' | ' |
(Gain) or Loss on Change in value of derivative liability | -69,508 | ' | -149,757 | ' |
Derivative liability expense | 7,472 | ' | 40,874 | ' |
Acquisition expense | ' | 23,600 | ' | 23,600 |
Depreciation | 100 | 100 | 200 | 300 |
Loss on stock issuance to IronRidge Global | 18,500 | ' | 48,200 | ' |
License and permits | 2,675 | ' | 2,834 | 2,800 |
Other miscellaneous expenses | 330 | ' | 395 | ' |
Stock based compensation | ' | 2,662,500 | 29,570 | 3,423,563 |
Insurance | ' | 624 | ' | 786 |
Total Operating Expenses | 36,920 | 2,888,042 | 282,121 | 3,808,376 |
Loss from operations | -36,920 | -2,887,115 | -284,572 | -3,807,834 |
Other expenses | ' | ' | ' | ' |
Loss on Impairment | 628 | ' | 628 | ' |
Interest expense | 53,302 | 1,250 | 162,302 | 3,894 |
Total Other Expenses, net | 53,930 | 1,250 | 162,930 | 3,894 |
Loss before provision for income taxes | -90,850 | -2,888,365 | -447,502 | -3,811,728 |
Net Loss | ($90,850) | ($2,888,365) | ($447,502) | ($3,811,728) |
Net Loss per share: Basic and diluted | $0 | ($0.38) | ($0.01) | ($1.31) |
Weighted Average Number of Shares Outstanding: Basic and diluted | 43,089,661 | 7,519,690 | 32,679,708 | 2,905,733 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
OPERATING ACTIVITIES | ' | ' |
Net loss for the period | ($447,502) | ($3,811,728) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock-based compensation | 29,570 | 3,423,563 |
Depreciation | 200 | 300 |
Loss on stock issuance | 48,200 | ' |
Note premium expense | 48,912 | ' |
Note issued for services | 124,500 | ' |
Amortization of debt discount | 101,328 | ' |
loss on change in value of derivative liability | -149,757 | ' |
Derivative expense | 40,874 | ' |
Loss on Impairment | 843 | ' |
Changes in working capital items | ' | ' |
(Increase) in account receivable | -2,816 | 2,605 |
(Increase) in other liabilities | 76,974 | ' |
Decrease in rental deposit | 1,700 | ' |
Decrease in inventory | ' | -239 |
Decrease in related party accounts receivable | 436 | ' |
Decrease in prepaid expenses | ' | 46,597 |
Increase (decrease) in accounts payable | 1,510 | 393,997 |
Increase (Decrease) in Accrued interest | 10,733 | -10,299 |
Increase in accrued interest - related parties | ' | 3,333 |
Net cash used in operating activities | -114,295 | 48,129 |
FINANCING ACTIVITIES | ' | ' |
Proceeds from notes payable | 182,250 | 82,600 |
Payment due for acquisition | ' | -220,000 |
Repayment of notes payable | ' | -9,300 |
Proceeds from sale of stock | 5,000 | 84,313 |
Net cash provided by (used in) financing activities | 187,250 | -62,387 |
Net increase (decrease) in cash | 72,955 | -14,258 |
Cash, beginning of year | 338 | 15,560 |
Cash, end of period | 73,293 | 1,302 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for income taxes | ' | ' |
Cash paid for interest | ' | ' |
Non-Cash Investing and Financing Activities: | ' | ' |
Record derivative liability on notes | 279,174 | ' |
Conversion of note to common stock | 171,550 | ' |
Issuance of promissory note for accrued expenses | 154,500 | ' |
Stock issued under financing agreement | $51,800 | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Business | |
Fresh Promise Foods, Inc. f/k/a Stakool, Inc. f/k/a Mod Hospitality, Inc. (“Fresh Promise Foods,” the “Company” or “Stakool”) was incorporated in the State of Delaware in 1993. In 1997, the Company changed its Corporate Charter to the State of Nevada. On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus Life Corp. (“Anthus”) where Anthus acquired 748,343 of the issued and outstanding shares of Stakool. | |
Anthus Life Corp. was incorporated in Nevada on September 4, 2009. Anthus is a developer and manufacturer of natural and organic food products packaged for consumer consumption. The Company has one product line in the natural food category currently, and will deploy several additional product lines fostering rapid growth in retail accounts, consumer exposure and revenue. | |
Effective August 5, 2013 the Company effected a 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. Fractional shares produced as a result of this reverse stock split will be rounded up to the next whole share. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. | |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |
Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions of Form 10-Q and rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the year ended December 31, 2012. In the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. | |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. | |
Reclassifications | |
Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements. | |
Principles of Consolidation | |
The consolidated financial statements include the financial statements of Fresh Promise Foods and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |
Cash and Cash Equivalents | |
Fresh Promise Foods considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2013 and December 31, 2012, the Company had $73,293 and $338 of cash, respectively. The Company has no cash equivalents at September 30, 2013 and December 31, 2012, | |
Inventories | |
Inventories previously consisted of natural and organic food products, wrappers and boxes, and were stated at the lower of cost or market. Cost was determined on the average cost method. Inventories are reviewed and reconciled periodically. Currently, the company maintains no inventory. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Most significant estimates in the accompanying unaudited financial statements include the allowance on accounts receivable, valuation of deferred tax assets, valuation of stock-based employee and non-employee awards, valuation of warrants issued with debt, useful lives of property and equipment, and the measurement of derivative liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. | |
Accounts Receivable | |
The Company’s receivables consist of one temporary cash advance to a related party for services provided. The advance was made during the second quarter of 2013. The Company charges off receivables if they determine that the amount is no longer collectible. The Company has not recorded any allowance for bad debts due to the limited sale of our products. | |
Property and Equipment | |
Capital assets would be depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes. Currently, the Company has no capital assets. | |
Revenue Recognition | |
The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured. | |
Concentration of Credit Risks | |
The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. | |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2013 the Company had a convertible note or warrants outstanding that could be converted into approximately 13,540,000 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti-dilutive. | |
Stock-Based Compensation | |
The Company recognizes share-based compensation expense in connection with our share-based awards, net of an estimated forfeiture rate and therefore only recognizes compensation cost for those awards expected to vest over the service period of the award. The Company accounts for the grants of stock and option awards to employees in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of warrants and stock options and other equity based compensation. The Company utilizes a Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumption used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, our share-based compensation expense could be materially different in the future. | |
The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. | |
Recent Accounting Pronouncements | |
Fresh Promise Foods does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. | |
Derivative Instruments | |
The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standard Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or a loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument. | |
We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk fee rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
NOTE 2 – PROPERTY AND EQUIPMENT | |||||||||
Property and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives of the equipment. The useful lives are estimated to be between 3 and 7 years. | |||||||||
Property and equipment consisted of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-13 | December 31, 2012 | ||||||||
Furniture and fixtures | $ | 1,334 | $ | 1,334 | |||||
Equipment | $ | 507 | $ | 507 | |||||
Total property and equipment | $ | 1,841 | $ | 1,841 | |||||
Less: Accumulated depreciation | $ | (1,841 | ) | $ | (1,013 | ) | |||
Property and equipment, net | $ | - | $ | 828 |
Note_Payable
Note Payable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Note Payable | ' | ||||||||
NOTE 3 – NOTE PAYABLE | |||||||||
The Company issued eight promissory notes during the nine month period ended September 30, 2013. These notes totaled $233,800 and are generally convertible into common stock of the Company within 180 days after the date of the note at discounts of 30 % to 60% of the lowest average trading prices for the stock during periods ten to ninety days prior to the conversion date. Generally, the notes bears interest at 8%, are unsecured, and matures within one year of the date issued. One of the notes for $45,000, issued for services, is due on demand and bears no interest. | |||||||||
Balance Due at | Balance Due at | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
On January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10’% and is secured by common stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. The loan matured January 16, 2013 and was renewed for an additional year. In 2012 a portion of the note ($30,000) was sold to a third party | $ | 20,000 | $ | 20,000 | |||||
That sold portion of the note was amended allowing conversion into to common stock of the Company. The third party converted the note to 2,639,327 shares of common stock in 2012. The Company had recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 323%, and an assumed dividend rate of 0%. | $ | - | $ | 22,800 | |||||
On March 5, 2013 the Company executed a promissory note for $45,000. The note bears interest at 8% and is unsecured. The loan matures March 5, 2014 If agreed to by the Company, the note may be amended to allow it to be converted into common stock of the Company at a discount rate to be determined. | $ | 45,000 | $ | - | |||||
On March 13, 2013 the Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand and accrue interest at the rate of 12% per annum. The outstanding amounts owing under the notes can be converted into shares of common stock of the Company. The number of shares of common stock to be received by the holder upon conversion of the notes equals the amount of debt being converted divided by the average five day closing bid price at the time of conversion, multiplied by three. | $ | 109,500 | |||||||
On April 6, 2013 the Company executed a promissory note for $27,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures January 18, 2014. The note can be converted in to common stock 180 days after issuance. The note is convertible into common stock at a discount from the lowest trading price for the 90 day period prior to the conversion date. The discount rate is 60%. On September 30, 2013 $3,450 of the face amount of the note was converted into 539,063 shares of common stock of the company. The remaining balance of the note was repaid during October 2013 with cash. | $ | 24,050 | $ | - | |||||
On May 6, 2013 the Company executed a promissory note for $22,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures January 18, 2014. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 45%. | $ | 22,500 | $ | - | |||||
On July 23, 2013 the Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures April 25, 2014. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 45%. | $ | 15,500 | $ | - | |||||
On June 21, 2013 the Company amended a promissory note issued in 2012 with an outstanding balance of $22,800. The note can now be converted into common stock of the company at a discount of 45% from the average lowest trading price for a 10 day period prior to the conversion date. The note also contains a ratchet provision, and the Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 323%, and an assumed dividend rate of 0%. On July 26, 2013 $17,600 of the note was converted in to 3,200,000 shares of common stock. | $ | 5,200 | $ | - | |||||
On June 4, 2013 the Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company. The loan matures March 10, 2014. The note can be converted into common stock 180 days after issuance The note is convertible into common stock at a discount from the 3 day. average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 30%. | $ | 15,000 | $ | - | |||||
On September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible in to common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum. | $ | 23,077 | $ | - | |||||
On September 26, 2013 the Company executed a promissory note for $75,000. The note bears interest at 6% and is secured by common stock of the Company. The loan matures March 26, 2014. On September 30, 2013 the note was converted into 3,846,154 shares of common stock of the Company. The note also provided for the purchase of 4,000,000 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lower selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .001, volatility of 720%, and an assumed dividend rate of 0%. | $ | - | $ | - | |||||
On August 15, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures August 17, 2013. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 30%. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 286%, and an assumed dividend rate of 0%. The note has been converted into 4,888,889 shares of common stock in 2013 after adjusting the amount of shares issued for our reverse stock split. | $ | - | $ | 32,500 | |||||
On October 5, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures July 10, 2013. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 30%. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .006 volatility of 276%, and an assumed dividend rate of 0%. The note has been converted into 7,554,167 shares of common stock in 2013, after adjusting the amount of shares issued for our reverse stock split. | $ | - | $ | 32,500 | |||||
Unamortized debt discount on derivative liabilities | $ | (2,759 | ) | $ | (5,787 | ) | |||
Total convertible notes outstanding, net of unamortized discounts | $ | 277,068 | $ | 102,013 |
Stockholders_Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Stockholder's Equity | ' |
NOTE 4 – STOCKHOLDERS’ EQUITY | |
The Company has 4,000,000,000 shares of common stock authorized with a par value of $0.00001 and 100,000,010 shares of Preferred stock with a par value of $0.00001. | |
During the nine month period ended September 30, 2013, the Company issued 32,046,193 shares of common stock. This included 2,256,982 shares to service providers valued at $29,570, 10,300,000 due under our financing agreement with IronRidge Global valued at $72,100, and 19,489,211 in conjunction with the conversion of notes payable valued at $195,600. An additional 274 shares were issued in conjunction with rounding adjustments due to our reverse stock split. The company also cancelled 20,000,000 shares of common stock returned to the Company by the former CEO and made an adjustment to its records, reducing common shares outstanding by 15,000 shares, correcting an error. The Company terminated two consulting agreements and cancelled 35,000 shares of Series C Preferred stock. The Company also sold 2,000 shares of Series C Preferred stock at $2.50 per share to an investor. | |
There was $3,423,563 of stock-based compensation in the nine months ended September 30, 2012. The Company issued 33,650 common shares and 14,400 Preferred C shares to service providers during the nine months ended September 30, 2012 which had a fair market value of $3,423,563. The company issued 2,256,982 common shares of stock during the nine month period ended September 30,2013 to retire a past due payable recorded at $29,570. In addition the Company cancelled 35,000 shares of its Preferred C shares in conjunction with the termination of consulting contracts. The Company also cancelled 2,000,000,000 common shares returned to the Company by its former CEO. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 5 – COMMITMENTS AND CONTINGENCIES | |
On September 29, 2010, the Company signed a lease for office space in Jacksonville, Florida. The lease commenced on November 1, 2010 and is for a term of three years and one month. The monthly rent is $1,073 with annual increases. The lease required a security deposit of $1,700. Total rent expense was $8,545 which included common area maintenance during the period ended September 30, 2013. The landlord has cancelled this lease due to non-failure to timely pay rent. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
Going Concern | ' |
NOTE 6 – GOING CONCERN | |
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of September 30, 2013. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. | |
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
NOTE 7 – INCOME TAXES | |
As of September 30, 2013, the Company had net operating loss carry forwards of approximately $7,300,000 that may be available to reduce our tax liability in future years. We estimate the benefits of this loss carry forward at $2,557,000 if the Company produces sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit. |
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||
Fair Value Measurement | ' | ||||||||||||||
NOTE 8 – FAIR VALUE MEASUREMENT | |||||||||||||||
The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. | |||||||||||||||
The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | |||||||||||||||
Level 1 – Quoted prices in active markets for identical assets and liabilities. | |||||||||||||||
Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities. | |||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |||||||||||||||
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair value of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model. | |||||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value as their fair value were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. | |||||||||||||||
The following table sets forth the liabilities at September 30, 2013, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: | |||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||
Description | 9/30/13 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Convertible promissory note with embedded conversion option | $ | 129,417 | -0- | -0- | $ | 129,417 | |||||||||
Total | $ | 129,417 | -0- | -0- | $ | 129,417 | |||||||||
The following table sets forth a summary of change in fair value of our derivative liabilities for the nine months ended September 30, 2013: | |||||||||||||||
Beginning balance | $ | -0- | |||||||||||||
Change in fair value of embedded conversion feature of convertible promissory notes and warrants included in earnings | $ | (100,419 | ) | ||||||||||||
Embedded conversion option and warrant liability recorded in connection with the issuance of convertible promissory notes | $ | 279,174 | |||||||||||||
Change in fair value of embedded conversion feature of convertible promissory notes due to conversion | $ | (49,338 | ) | ||||||||||||
Ending balance | $ | 129,417 |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
On October 21, 2013 the Company issued a convertible note for $7,500. The note bears interest at 6% and matures April 21, 2014. The note is convertible into common stock of the Company at a discount of 35% off the prior day’s closing bid price. | |
On October 29, 2013 the Company issued a convertible note for $2,500. The note bears interest at 6% and matures April 29, 2014. The note is convertible into common stock of the Company at a discount of 35% off the prior day’s closing bid price. | |
The Company filed an Information Statement on Schedule 14C with the Securities and Exchange Commission on October 15, 2013 providing notice that the Company had determined to change its name from Stakool, Inc. to Fresh Promise Foods, Inc. and to reduce the number of authorized common shares of the Company from 4,000,000,000 (four billion) to 475,000,000 (four hundred seventy five million). To effect such name change and to effect such reduction in authorized common shares the Company filed certificates of amendment to its article of incorporation with the Secretary of State of the State of Nevada on November 6, 2013 and November 12, 2013, respectively. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2013 through the date these consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Nature of Business | ' |
Nature of Business | |
Fresh Promise Foods, Inc. f/k/a Stakool, Inc. f/k/a Mod Hospitality, Inc. (“Fresh Promise Foods,” the “Company” or “Stakool”) was incorporated in the State of Delaware in 1993. In 1997, the Company changed its Corporate Charter to the State of Nevada. On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus Life Corp. (“Anthus”) where Anthus acquired 748,343 of the issued and outstanding shares of Stakool. | |
Anthus Life Corp. was incorporated in Nevada on September 4, 2009. Anthus is a developer and manufacturer of natural and organic food products packaged for consumer consumption. The Company has one product line in the natural food category currently, and will deploy several additional product lines fostering rapid growth in retail accounts, consumer exposure and revenue. | |
Effective August 5, 2013 the Company effected a 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. Fractional shares produced as a result of this reverse stock split will be rounded up to the next whole share. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. | |
Accounting Basis | ' |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions of Form 10-Q and rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the year ended December 31, 2012. In the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. | |
Going Concern | ' |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. | |
Reclassifications | ' |
Reclassifications | |
Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the financial statements of Fresh Promise Foods and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Fresh Promise Foods considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2013 and December 31, 2012, the Company had $73,293 and $338 of cash, respectively. The Company has no cash equivalents at September 30, 2013 and December 31, 2012, | |
Inventories | ' |
Inventories | |
Inventories previously consisted of natural and organic food products, wrappers and boxes, and were stated at the lower of cost or market. Cost was determined on the average cost method. Inventories are reviewed and reconciled periodically. Currently, the company maintains no inventory. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income Taxs | ' |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Most significant estimates in the accompanying unaudited financial statements include the allowance on accounts receivable, valuation of deferred tax assets, valuation of stock-based employee and non-employee awards, valuation of warrants issued with debt, useful lives of property and equipment, and the measurement of derivative liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. | |
Accounts Receivable | ' |
Accounts Receivable | |
The Company’s receivables consist of one temporary cash advance to a related party for services provided. The advance was made during the second quarter of 2013. The Company charges off receivables if they determine that the amount is no longer collectible. The Company has not recorded any allowance for bad debts due to the limited sale of our products. | |
Property and Equipment | ' |
Property and Equipment | |
Capital assets would be depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes. Currently, the Company has no capital assets. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured. | |
Concentration of Credit Risks | ' |
Concentration of Credit Risks | |
The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. | |
Basic Income (Loss) Per Share | ' |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2013 the Company had a convertible note or warrants outstanding that could be converted into approximately 13,540,000 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti-dilutive. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company recognizes share-based compensation expense in connection with our share-based awards, net of an estimated forfeiture rate and therefore only recognizes compensation cost for those awards expected to vest over the service period of the award. The Company accounts for the grants of stock and option awards to employees in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of warrants and stock options and other equity based compensation. The Company utilizes a Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumption used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, our share-based compensation expense could be materially different in the future. | |
The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Fresh Promise Foods does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. | |
Derivative Instruments | ' |
Derivative Instruments | |
The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standard Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or a loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument. | |
We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk fee rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consisted of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-13 | December 31, 2012 | ||||||||
Furniture and fixtures | $ | 1,334 | $ | 1,334 | |||||
Equipment | $ | 507 | $ | 507 | |||||
Total property and equipment | $ | 1,841 | $ | 1,841 | |||||
Less: Accumulated depreciation | $ | (1,841 | ) | $ | (1,013 | ) | |||
Property and equipment, net | $ | - | $ | 828 |
Note_Payable_Tables
Note Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Note Payable | ' | ||||||||
Balance Due at | Balance Due at | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
On January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10’% and is secured by common stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. The loan matured January 16, 2013 and was renewed for an additional year. In 2012 a portion of the note ($30,000) was sold to a third party | $ | 20,000 | $ | 20,000 | |||||
That sold portion of the note was amended allowing conversion into to common stock of the Company. The third party converted the note to 2,639,327 shares of common stock in 2012. The Company had recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 323%, and an assumed dividend rate of 0%. | $ | - | $ | 22,800 | |||||
On March 5, 2013 the Company executed a promissory note for $45,000. The note bears interest at 8% and is unsecured. The loan matures March 5, 2014 If agreed to by the Company, the note may be amended to allow it to be converted into common stock of the Company at a discount rate to be determined. | $ | 45,000 | $ | - | |||||
On March 13, 2013 the Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand and accrue interest at the rate of 12% per annum. The outstanding amounts owing under the notes can be converted into shares of common stock of the Company. The number of shares of common stock to be received by the holder upon conversion of the notes equals the amount of debt being converted divided by the average five day closing bid price at the time of conversion, multiplied by three. | $ | 109,500 | |||||||
On April 6, 2013 the Company executed a promissory note for $27,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures January 18, 2014. The note can be converted in to common stock 180 days after issuance. The note is convertible into common stock at a discount from the lowest trading price for the 90 day period prior to the conversion date. The discount rate is 60%. On September 30, 2013 $3,450 of the face amount of the note was converted into 539,063 shares of common stock of the company. The remaining balance of the note was repaid during October 2013 with cash. | $ | 24,050 | $ | - | |||||
On May 6, 2013 the Company executed a promissory note for $22,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures January 18, 2014. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 45%. | $ | 22,500 | $ | - | |||||
On July 23, 2013 the Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures April 25, 2014. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 45%. | $ | 15,500 | $ | - | |||||
On June 21, 2013 the Company amended a promissory note issued in 2012 with an outstanding balance of $22,800. The note can now be converted into common stock of the company at a discount of 45% from the average lowest trading price for a 10 day period prior to the conversion date. The note also contains a ratchet provision, and the Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 323%, and an assumed dividend rate of 0%. On July 26, 2013 $17,600 of the note was converted in to 3,200,000 shares of common stock. | $ | 5,200 | $ | - | |||||
On June 4, 2013 the Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company. The loan matures March 10, 2014. The note can be converted into common stock 180 days after issuance The note is convertible into common stock at a discount from the 3 day. average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 30%. | $ | 15,000 | $ | - | |||||
On September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible in to common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum. | $ | 23,077 | $ | - | |||||
On September 26, 2013 the Company executed a promissory note for $75,000. The note bears interest at 6% and is secured by common stock of the Company. The loan matures March 26, 2014. On September 30, 2013 the note was converted into 3,846,154 shares of common stock of the Company. The note also provided for the purchase of 4,000,000 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lower selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .001, volatility of 720%, and an assumed dividend rate of 0%. | $ | - | $ | - | |||||
On August 15, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures August 17, 2013. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 30%. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 286%, and an assumed dividend rate of 0%. The note has been converted into 4,888,889 shares of common stock in 2013 after adjusting the amount of shares issued for our reverse stock split. | $ | - | $ | 32,500 | |||||
On October 5, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The loan matures July 10, 2013. The note can be converted into common stock 180 days after issuance. The note is convertible into common stock at a discount from the 3 day average lowest trading price for a 10 day period prior to the conversion date. The discount rate is 30%. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .006 volatility of 276%, and an assumed dividend rate of 0%. The note has been converted into 7,554,167 shares of common stock in 2013, after adjusting the amount of shares issued for our reverse stock split. | $ | - | $ | 32,500 | |||||
Unamortized debt discount on derivative liabilities | $ | (2,759 | ) | $ | (5,787 | ) | |||
Total convertible notes outstanding, net of unamortized discounts | $ | 277,068 | $ | 102,013 |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||
Schedule of Fair Value of Liabilities Measured on Recurring Basis | ' | ||||||||||||||
As required, these are classified based on the lowest level of input that is significant to the fair value measurement: | |||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||
Description | 9/30/13 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Convertible promissory note with embedded conversion option | $ | 129,417 | -0- | -0- | $ | 129,417 | |||||||||
Total | $ | 129,417 | -0- | -0- | $ | 129,417 | |||||||||
Schedule of Changes in Derivative Liabilities at Fair Value | ' | ||||||||||||||
The following table sets forth a summary of change in fair value of our derivative liabilities for the nine months ended September 30, 2013: | |||||||||||||||
Beginning balance | $ | -0- | |||||||||||||
Change in fair value of embedded conversion feature of convertible promissory notes and warrants included in earnings | $ | (100,419 | ) | ||||||||||||
Embedded conversion option and warrant liability recorded in connection with the issuance of convertible promissory notes | $ | 279,174 | |||||||||||||
Change in fair value of embedded conversion feature of convertible promissory notes due to conversion | $ | (49,338 | ) | ||||||||||||
Ending balance | $ | 129,417 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 2 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Jul. 22, 2011 | |
Common Stock [Member] | Anthus Life Corporation [Member] | ||||||
Shares issued and outstanding for acquisition | ' | ' | ' | ' | ' | ' | 748,343 |
Stockholders equity, reverse split | ' | ' | ' | ' | ' | ' | ' |
1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. | |||||||
Stock issued during period, reverse stock split | ' | ' | ' | ' | ' | 29,039,066 | ' |
Cash and cash equivalents | $73,293 | $73,293 | $338 | $1,302 | $15,560 | ' | ' |
Cash equivalents | $0 | $0 | $0 | ' | ' | ' | ' |
Stock issued for convertible note | ' | 13,540,000 | ' | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) | 9 Months Ended |
Sep. 30, 2013 | |
Minimum [Member] | ' |
Property and equipment, estimated useful life | '3 years |
Maximum [Member] | ' |
Property and equipment, estimated useful life | '7 years |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | ' | ' |
Furniture and fixtures | $1,334 | $1,334 |
Equipment | 507 | 507 |
Total property and equipment | 1,841 | 1,841 |
Less: Accumulated depreciation | -1,841 | -1,013 |
Property and equipment, net | ' | $828 |
Note_Payable_Details_Narrative
Note Payable (Details Narrative) (USD $) | Sep. 30, 2013 |
Convertible debt | $233,800 |
Notes Payable 1 [Member] | ' |
Note payable, interest rate | 8.00% |
Convertible promissory notes | $45,000 |
Minimum [Member] | ' |
Perecentage of debt discount | 30.00% |
Maximum [Member] | ' |
Perecentage of debt discount | 60.00% |
Note_Payable_Schedule_of_Note_
Note Payable - Schedule of Note Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Notes Payable 1 [Member] | Notes Payable 1 [Member] | Notes Payable 2 [Member] | Notes Payable 2 [Member] | Notes Payable 3 [Member] | Notes Payable 3 [Member] | Notes Payable 4 [Member] | Notes Payable 4 [Member] | Notes Payable 5 [Member] | Notes Payable 5 [Member] | Notes Payable 6 [Member] | Notes Payable 6 [Member] | Notes Payable 7 [Member] | Notes Payable 7 [Member] | Notes Payable 8 [Member] | Notes Payable 8 [Member] | Notes Payable 9 [Member] | Notes Payable 9 [Member] | Notes Payable 10 [Member] | Notes Payable 10 [Member] | Notes Payable 11 [Member] | Notes Payable 11 [Member] | Notes Payable 12 [Member] | Notes Payable 12 [Member] | Notes Payable 13 [Member] | Notes Payable 13 [Member] | |||
Note payable | ' | ' | $20,000 | $20,000 | ' | $22,800 | $45,000 | ' | $109,500 | ' | $24,050 | ' | $22,500 | ' | $15,500 | ' | $5,200 | ' | $15,000 | ' | $23,077 | ' | ' | ' | ' | $32,500 | ' | $32,500 |
Unamortized discount due to derivative liabilities | -2,759 | -5,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total convertible notes outstanding, net | $277,068 | $102,013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_Payable_Schedule_of_Note_1
Note Payable - Schedule of Note Payable (Details) (Parenthetical) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Notes Payable 1 [Member] | Notes Payable 1 [Member] | Notes Payable 2 [Member] | Notes Payable 2 [Member] | Notes Payable 3 [Member] | Notes Payable 4 [Member] | Notes Payable 5 [Member] | Notes Payable 6 [Member] | Notes Payable 7 [Member] | Notes Payable 8 [Member] | Notes Payable 9 [Member] | Notes Payable 10 [Member] | Notes Payable 11 [Member] | Notes Payable 12 [Member] | Notes Payable 12 [Member] | Notes Payable 13 [Member] | Notes Payable 13 [Member] | ||||
Proceeds from issuance of notes | $182,250 | $82,600 | ' | $50,000 | $50,000 | ' | ' | $45,000 | $109,500 | $27,500 | $22,500 | $15,500 | $22,800 | $15,000 | $15,000 | $75,000 | $32,500 | $32,500 | $32,500 | $32,500 |
Note interest rate | ' | ' | ' | 10.00% | 10.00% | ' | ' | 8.00% | 12.00% | 8.00% | 8.00% | 8.00% | ' | 8.00% | 6.00% | 6.00% | 8.00% | 8.00% | 8.00% | 8.00% |
Loan maturity date | ' | ' | ' | 16-Oct-13 | 16-Oct-13 | ' | ' | 5-Mar-14 | ' | 18-Jan-14 | 18-Jan-14 | 25-Apr-14 | 26-Jul-13 | 10-Mar-14 | ' | 26-Mar-14 | 17-Aug-13 | 17-Aug-13 | 10-Jul-13 | 10-Jul-13 |
Convertible common stock per share | $0.00 | ' | $0.00 | $0.05 | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | $0.30 | $0.30 | $0.01 | $0.01 |
Outstanding value of notes payable | ' | ' | ' | 30,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for convertible note | 13,540,000 | ' | ' | ' | ' | 2,639,327 | 2,639,327 | ' | ' | 539,063 | ' | ' | 3,200,000 | ' | 8,077 | 3,846,154 | 4,888,889 | 4,888,889 | 7,554,167 | 7,554,167 |
Stock issued for convertible note, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,450 | ' | ' | $17,600 | ' | ' | ' | ' | ' | ' | ' |
Debt discounts percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | 45.00% | 45.00% | 45.00% | 30.00% | 35.00% | ' | ' | ' | 30.00% | 30.00% |
Derivative liability, risk free interest rate | ' | ' | ' | ' | ' | 0.12% | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% | 0.00% | 0.00% | 0.01% | 0.01% |
Derivative liability, dividend rate | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Derivative liability, volatality rate | ' | ' | ' | ' | ' | 323.00% | ' | ' | ' | ' | ' | ' | 323.00% | ' | ' | 720.00% | 286.00% | 286.00% | 276.00% | 276.00% |
Stockholders_Equity_Details_Na
Stockholder's Equity (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Common stock, shares authorised | 4,000,000,000 | ' | 4,000,000,000 |
Common stock, par value | $0.00 | ' | $0.00 |
Preferred stock, shares authorized | 100,000,000 | ' | 100,000,000 |
Preferred stock, par value | $0.00 | ' | $0.00 |
Stock issued during period | 274 | ' | ' |
Stock issued during period for services | $29,570 | ' | ' |
Stock issued during period for services, value | 15,570 | 3,423,563 | ' |
Stock issued during the period for conversion of notes payable, value | 8,339 | ' | ' |
Reduction in common stock outstanding shares, number | 15,000 | ' | ' |
Stock cancelled during the period | 2,000,000,000 | ' | ' |
Notes Payable 1 [Member] | ' | ' | ' |
Common stock, par value | $0.05 | ' | $0.05 |
Stock issued during the period for conversion of notes payable, shares | 19,489,211 | ' | ' |
Stock issued during the period for conversion of notes payable, value | 195,600 | ' | ' |
Ironridge Global [Member] | ' | ' | ' |
Stock issued during period for services, shares | 10,300,000 | ' | ' |
Stock issued during period for services, value | 72,100 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Stock issued during period | 32,046,193 | ' | ' |
Stock issued during period for services, shares | 2,256,982 | ' | ' |
Stock issued during period for services | 29,570 | ' | ' |
Stock issued during period for services, value | 16 | ' | ' |
Stock issued during the period for conversion of notes payable, shares | 1,366,667 | ' | ' |
Stock issued during the period for conversion of notes payable, value | $14 | ' | ' |
Stock cancelled during the period | 20,000,000 | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' |
Preferred stock, shares authorized | 100,000,000 | ' | ' |
Preferred stock, par value | $0.00 | ' | ' |
Series C Preferred Stock [Member] | ' | ' | ' |
Stock issued during period for services, shares | ' | 14,400 | ' |
Stock cancelled during the period | 35,000 | ' | ' |
Sale of stock during the period | 2,000 | ' | ' |
Sale of stock during the period, per share | $2.50 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Stock issued during period for services, shares | ' | 33,650 | ' |
Series B Preferred Stock [Member] | ' | ' | ' |
Preferred stock, shares authorized | 10 | ' | ' |
Preferred stock, par value | $0.00 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Lease term | '3 years 1 month |
Monthly rent expense for lease | $1,073 |
Security deposit | 1,700 |
Rent expense | $8,545 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carryforwards | $7,300,000 |
Estimated benefits for loss carry forward | $2,557,000 |
Fair_Value_Measurement_Schedul
Fair Value Measurement - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible promissory note with embedded conversion option | $129,417 | ' |
Total | 129,417 | ' |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ' | ' |
Convertible promissory note with embedded conversion option | 0 | ' |
Total | 0 | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Convertible promissory note with embedded conversion option | 0 | ' |
Total | 0 | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Convertible promissory note with embedded conversion option | 129,417 | ' |
Total | $129,417 | ' |
Fair_Value_Measurement_Schedul1
Fair Value Measurement - Schedule of Changes in Derivative Liabilities at Fair Value (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Fair Value Disclosures [Abstract] | ' | ' |
Beginning balance | $0 | ' |
Change in fair value of embedded conversion feature of convertible promissory notes included in earnings | -100,419 | ' |
Embedded conversion option and warrant liability recorded in connection with the issuance of convertible promissory notes | 279,174 | ' |
Change in fair value of embedded conversion feature of convertible promissory notes due to conversion | -49,338 | ' |
Ending balance | $129,417 | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | Sep. 30, 2013 | Oct. 29, 2013 | Oct. 21, 2013 | Oct. 15, 2013 | Oct. 15, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Maximum [Member] | Minimum [Member] | ||||
Convertible note payable | $233,800 | $2,500 | $7,500 | ' | ' |
Convertible debt, interest rate during period | ' | 6.00% | 6.00% | ' | ' |
Debt maturity date | ' | 29-Apr-14 | 21-Apr-14 | ' | ' |
Percentage of debt discount | ' | 35.00% | 35.00% | ' | ' |
Reduction in common stock, shares authorized | ' | ' | ' | 4,000,000,000 | 475,000,000 |