Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | EMAV HOLDINGS, INC. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | rvnw | |
Amendment Flag | false | |
Entity Central Index Key | 1,076,744 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 47,749,365 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, Date of Incorporation | May 14, 1987 | |
Entity Incorporation, State Country Name | Florida |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 5,338 | $ 63,914 |
Prepaid expenses | 35,000 | 77,666 |
Total Current Assets | 40,338 | 141,580 |
Property and equipment, net | 27,736 | 34,719 |
Total Assets | 68,074 | 176,299 |
Current liabilities | ||
Accounts payable | 46,910 | 19,353 |
Accrued liabilities | 8,221 | 5,052 |
Payable to related party | 22,500 | 12,500 |
Embedded conversion option liaibility | 51,507 | |
Notes payable, current portion, net of debt discount of $11,729 and $15,820 at September 30, 2015 and December 31, 2014, respectively | 54,926 | 38,686 |
Convertible note payable, current portion, net of discount of $46,167 at September 30, 2015 | 3,833 | |
Total Current Liabilities | 187,897 | 75,591 |
Note payable, net of current portion, net of debt discount of $6,842 and $15,639 at September 30, 2015 and December 31, 2014, respectively | 11,481 | 32,237 |
Total Liabilities | $ 199,378 | $ 107,828 |
Commitments and contingencies (Note 6) | ||
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 300,000,000 shares authorized; 47,747,165 shares and 47,421,565 shares issued and 46,872,165 shares and 46,546,565 shares outstanding at September 30, 2015 and December 31, 2014, respectively | $ 47,747 | $ 47,422 |
Treasury stock, 875,000 shares, $0.001 par value, issued not outstanding | (875) | (875) |
Additional paid in capital | 4,994,529 | 4,832,054 |
Accumulated deficit | (5,172,704) | (4,810,130) |
Total Stockholders' Equity (Deficit) | (131,303) | 68,471 |
Total Liabilities and Stockholders' Equity | $ 68,074 | $ 176,299 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets Parenthetical - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets Parenthetical | ||
Debt Discount Current | $ 11,729 | $ 15,820 |
Debt Discount on Convertible Notes Payable, Current | 46,167 | |
Debt Discount NonCurrent | $ 6,842 | $ 15,639 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 47,747,165 | 47,421,565 |
Common stock shares outstanding | 46,872,165 | 46,546,565 |
Treasury stock par value | $ 0.001 | $ 0.001 |
Treasury stock shares authorized | 875,000 | 875,000 |
Treasury stock shares issued | ||
Treasury stock shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements of Operations | ||||
Revenues | ||||
Cost of goods sold | ||||
Gross Profit (Loss) | ||||
Operating Expenses | ||||
Depreciation | $ 2,328 | $ 1,329 | $ 6,983 | $ 6,150 |
General and administrative | 122,395 | 122,714 | 327,649 | 426,778 |
Total Operating Expenses | 124,723 | 124,043 | 334,632 | 432,928 |
Operating Loss from Operations | (124,723) | (124,043) | (334,632) | (432,928) |
Other Income (Expenses) | ||||
Interest expense | (13,667) | (8,766) | (26,435) | (18,789) |
Change in the fair value of embedded conversion option liability | (1,507) | (1,507) | ||
Total Other Income (Expenses) | (15,174) | (8,766) | (27,942) | (18,789) |
Loss from Continuing Operations before Income Taxes | $ (139,897) | $ (132,809) | $ (362,574) | $ (451,717) |
Provision for income tax | ||||
Net loss | $ (139,897) | $ (132,809) | $ (362,574) | $ (451,717) |
Basic and diluted net loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding | 46,796,608 | 51,577,891 | 46,681,418 | 51,397,162 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (362,574) | $ (451,717) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6,983 | 6,150 |
Amortization of prepaid consulting services for stock issuances | 42,666 | 83,333 |
Amortization of debt discount on notes payable | 14,435 | 15,208 |
Amortization of Embedded conversion option liability, net of debt discount | 10,340 | |
Changes in operating assets and liabilities: | ||
Change in accounts payable | 27,557 | (2,000) |
Change in accrued liabilities | 3,167 | 2,044 |
Net cash used in operating activities | (257,426) | (346,982) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (40,908) | |
Net cash used in investing activities | (40,908) | |
Cash Flows from Financing Activities: | ||
Cash proceeds from sale of stock | 162,800 | 262,500 |
Cash proceeds from short term loan | 3,000 | |
Cash proceeds from note payable | 45,000 | 40,000 |
Cash proceeds from related party | 10,000 | |
Cash payments against note payable | (18,950) | (17,415) |
Net cash provided by financing activities | 198,850 | 288,085 |
Net decrease in cash and cash equivalents | (58,576) | (99,805) |
Cash and cash equivalents, beginning of the period | 63,914 | 125,450 |
Cash and cash equivalents, end of the period | $ 5,338 | $ 25,645 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | $ 1,546 | $ 1,536 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accrual of common stock payable for prepaid services | 250,000 | |
Gross up on debt principal, offset by debt discount, to normalize interest on note payable | $ 18,571 | 33,233 |
Issuance of common stock in conjunction with note payable | $ 30,000 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 1 - Nature of Operations and Going Concern | NOTE 1 Nature of Operations and Going Concern As used herein and except as otherwise noted, the term Company, it(s), our, us, we and EMAV shall mean EMAV Holdings, Inc., a Delaware corporation, and its wholly-owned consolidated subsidiary Electric Motors and Vehicles Company. EMAV Holdings, Inc. was originally incorporated on May 14, 1987 in Florida as Ventura Promotion Group, Inc. The Company became a public company in July 1998 and on November 12, 1998 changed its name to American Surface Technologies International, Inc. In September 2001, the State of Florida administratively dissolved the Company for not maintaining proper filings with the state and not paying franchise tax fees. In 2006, the Company changed its name to Global Environmental, Inc. In December 2007, the Company re-domiciled to Delaware and on August 27, 2008, changed its name to Ravenwood Bourne, Ltd. Effective September 30, 2011, the Company changed its name to PopBig, Inc. On December 26, 2013, the Company entered into a merger agreement to acquire Electric Motors and Vehicles Company, a Delaware corporation (EMAVC) and changed its name to EMAV Holdings, Inc. The merger was completed on December 27, 2013 and is being accounted for as a reverse merger and recapitalization in which EMAVC is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the merger will be those of EMAVC and will be recorded at the historical cost basis of EMAVC, and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of EMAV and EMAVC, and the operations of the combined Company from the closing date of the merger. The Company elected to change its fiscal year end to be December 31. EMAVC was formed under the laws of Delaware on March 11, 2010. EMAVCs principal business is electric vehicle manufacturing and sales. It plans to design, assemble, and sell premium electric rugged sport adventure consumer vehicles and commercial electric vehicles. EMAVC will deploy a unique approach to build and bring its vehicles to market. Rather than creating a new vehicle and building out a new distribution network, EMAVC will use the four-door Jeep Wrangler as the platform for its signature electric vehicle and sell its consumer vehicles directly through Jeep dealerships; its commercials vehicles will be sold directly to users. The accompanying (a) condensed consolidated balance sheet at December 31, 2014 has been derived from the audited statements, and (b) the condensed consolidated unaudited financial statements as of and for the periods ended September 30, 2015 and 2014, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014 (the 2014 Annual Report), filed with the Securities and Exchange Commission (the SEC) on April 22, 2015. It is managements opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results of operations expected for the year ending December 31, 2015. The Companys unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $362,574 for the nine months ended September 30, 2015, used net cash in operating activities of $257,426 and has an accumulated deficit of $5,172,704 as of September 30, 2015. The Company had a working capital deficit of $147,559 and total stockholders deficit of $131,303 as of September 30, 2015. These factors, among others, raise a substantial doubt regarding the Companys ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying unaudited consolidated condensed financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 2 - Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Companys unaudited consolidated financial statements. The unaudited consolidated financial statements and notes are the representation of the Companys management who is responsible for their integrity and objectivity. The unaudited consolidated financial statements of the Company conform to accounting principles generally accepted in the United States of America (U.S. GAAP). Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, and its Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP 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 of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The Companys balances requiring management to make estimates and assumptions about future events include equity and debt transactions, depreciation of property and equipment, and the valuation allowance on deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Fair value of Financial Instruments and Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, accounts payable, accrued liabilities, loan payable to a related party and promissory notes payable. Pursuant to ASC 820 and ASC 825, Financial Instruments Assets and liabilities measured at fair value on a recurring and non-recurring basis consist of the following at September 30, 2015: Fair Value Measurements at September 30, 2015 Carrying Value at September 30, 2015 (Unaudited) (Level 1) (Unaudited) (Level 2) (Unaudited) (Level 3) (Unaudited) Embedded Conversion Option Liability $ 51,507 $ - $ 51,507 $ The following is a summary of activity of Level 2 assets and liabilities for the period ended September 30, 2015: Embedded Conversion Option Liability Balance January 1, 2015 $ - Additions 50,000 Change in fair value 1,507 Balance September 30, 2015 $ 51,507 Changes in fair value of the embedded conversion liability are included in other income (expense) in the accompanying unaudited consolidated statements of operations. Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 Revenue Recognition Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share Equity Instruments Issued to Non-Employees for Acquiring Goods or Services Issuances of the Companys common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a performance commitment which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received whichever is more readily determinable. Recent Accounting Pronouncements Consolidation Reporting In February 2015, the FASB issued ASU 2015-02, " Consolidation: Amendments to the Consolidation Analysis Debt Issuance Costs In April 2015, the FASB issued ASU 2015-03, " InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs The Company has not adopted ASU 2015-02 as of September 30, 2015, and the adoption is not expected to have an impact on the Companys consolidated financial statements. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 3 - Property and Equipment | NOTE 3 PROPERTY AND EQUIPMENT Property and equipment consists of: September 30, December 31, 2015 2014 (Unaudited) Property and equipment $ 43,405 $ 43,405 Less: accumulated depreciation (15,669) (8,686) Property and equipment, net $ 27,736 $ 34,719 Depreciation expense for the three months and nine months ended September 30, 2015 was $2,328 and $6,983, and $1,329 and $6,150 for the same comparable periods in 2014, |
Note 4 - Note Payable
Note 4 - Note Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 4 - Note Payable | NOTE 4 NOTES PAYABLE Notes payable consists of: September 30, 2015 December 31, 2014 (Unaudited) Stockholder note payable, unsecured, 5% stated annual interest, monthly interest only payments from September 2014 to April 2015, 24 fixed monthly payments of $3,290 from May 2015 to April 2017. Original discount of $33,233 applied to normalize interest to 5% will be amortized over the loan term (P/Note 1) $ 73,233 $ 73,233 Stockholder note payable, principal balance of $53,000, unsecured, interest bearing, monthly payment of $3,790 starting February 1, 2014, due April 1, 2016 (P/Note 2) 11,745 29,149 $ 84,978 $ 102,382 Notes payable - current portion 66,655 54,506 Notes payable - long term portion $ 18,323 $ 47,876 Discount current portion $ 11,729 $ 15,820 Discount long term portion $ 6,842 $ 15,639 Notes payable, current portion, net of discount $ 54,926 $ 38,686 Notes payable, long term portion, net of discounts $ 11,481 $ 32,237 On June 18, 2014, the Company executed a promissory note (the P/Note 1) with a stockholder lender in the principal amount of $40,000. The terms of the P/Note 1 require the Company to make (a) monthly interest only payments (5% annual rate) starting on September 18, 2014; (b) twenty-four (24) payments of $3,290 each, including principal and interest, beginning May 18, 2015 through April 18, 2017, at which time the entire principal amount, plus any and all accrued interest shall be due and payable; and, (c) in the event of an investment or series of related investments of at least $5,000,000 before April 18, 2017, then the entire principal balance and all accrued and unpaid interest shall be due in full in addition to a $5,000 prepayment penalty. In connection with the issuance of P/Note 1, the Company has recorded a debt discount of $33,233 applied to normalize interest to 5% which will be amortized as interest expense over the life of the P/Note 1. The Company has recognized interest expense of $2,932 and $8,797 for amortization of debt discount related to P/Note 1 for the three months and nine months ended September 30, 2015, and $2,932 and $2,932 for the same comparable periods in 2014, respectively. The unamortized portion of debt discount was $18,571 and $27,368 at September 30, 2015 and December 31, 2014, respectively. In addition, the Company has recorded an interest expense of $382 and $1,369 for the three months and nine months ended September 30, 2015 on P/Note 1 and $500 and $500 for the same comparable periods in 2014, respectively. On May 23, 2013, the Company executed a promissory note (the P/Note 2) with a stockholder in the principal amount of $53,000. The terms of the P/Note 2 required the Company to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest was due and payable. On March 30, 2015, the Company and the shareholder mutually agreed to extend the due date of payment of the P/Note 2 to April 1, 2016. The Company is delinquent in making four (4) monthly payments as of September 30, 2015, and the note holder has not made a demand for the past due payments. The Company has recorded interest expense of $930 and $2,759 on P/Note 2 for the three months and nine months ended September 30, 2015 and interest expense of $930, and $2,769 for the same comparable periods in 2014, respectively. As additional consideration and not as additional interest, the Company agreed to issue 100,000 shares of restricted common stock at its fair value of $30,000 to the stockholder upon execution of P/Note 2. The Company formally issued the shares during the year ended December 31, 2014 (Note 7). In connection with the issuance of the common stock pursuant to P/Note 2, the Company recorded a debt discount in the amount of $30,000 which was being amortized to interest expense over the life of the Note. The Company recorded interest expense of $0 and $4,091 as the amortization of debt discount related to P/Note 2 for the three months and nine months ended September 30, 2015 and interest expense of $4,091 and $12,273 for the same comparable periods in 2014, respectively. The net book value of the unamortized portion of the debt discount was $0 and $4,091 at September 30, 2015 and December 31, 2014, respectively. The Company has recorded total interest expense, including amortization of debt discount, of $4,244 and $17,016 for the three months and nine months ended September 30, 2015, and $8,453 and $18,474 for the same comparable periods in 2014, respectively. The Company has recorded accrued interest of $7,634 and $5,052 on P/Note 1 and P/Note 2 as of September 30, 2015 and December 31, 2014, respectively. |
Note 5 - Convertible Note Payab
Note 5 - Convertible Note Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 5 - Convertible Note Payable | NOTE 5 CONVERTIBLE NOTE PAYABLE Convertible note payable consists of: September 30, December 31, 2015 2014 (Unaudited) Note payable to a third party, bearing interest of 12%, due on May 17, 2016 $ 50,000 $ - Convertible note payable 50,000 - Less: debt discount (46,167) - Convertible note payable, net 3,833 - Less: current portion (3,833) - Convertible note payable, non-current $ - $ - On August 17, 2015, the Company received $45,000 from a third party against a $50,000 Convertible Promissory Note (the Note) executed on August 17, 2015. The Note bears an interest charge of 10% per annum. The maturity date of the Note is May 17, 2016 (nine months from the date of Note) and is the date upon which the principal sum of this promissory note, as well as any unpaid interest and other fees, shall be due and payable. The lender has the right at any time after the effective date, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of fully paid and non-assessable shares of common stock of the Company as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is the lessor of 55% of the lowest trade price in the 25 trading days previous to the conversion date. In connection with the issuance of the Note, the Company recorded a loan discount related to the OID in the amount of $5,000 which will be amortized to interest expense over the term of the draw of nine months. In accordance with ASC 815, the Company recognized a debt discount related to the bifurcated embedded conversion option derivative liability in the amount of $50,000 which will be amortized to interest expense over the term of the draw and an initial change in fair value of $3,307 for a total initial embedded conversion option liability of $53,307. For the three months ended September 30, 2015, the Company has recognized interest expense of $870 related to the amortization of the OID and $7,963 related to the amortization of the embedded conversion option liability discount as it related to this Note. For the three months and nine months ended September 30, 2015, the Company has recognized interest expense of $870 and $870 related to the amortization of the OID, $7,963 and $7,963 related to the amortization of the embedded conversion option liability discount as it related to this Note, and $589 and $589 related to the interest payable on the Note as of September 30, 2015. The note balance at September 30, 2015 was $50,000. |
Note 6 - Derivative Financial I
Note 6 - Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 6 - Derivative Financial Instruments | NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS Under the provisions of ASC 815-40, convertible instruments issued by the Company qualify for derivative treatment due to the variable conversion formula (Note 5). The embedded conversion features of the convertible note is bifurcated and recorded as a liability which is revalued at fair value each reporting date. If the fair value of the embedded conversion feature exceeds the face value of the related debt, net of other discounts, the excess is recorded as a change in fair value on the issuance date. Embedded conversion features are valued at their fair value, rather than by the intrinsic value method. The Company calculated the estimated fair values of the liabilities for embedded conversion feature at September 30, 2015 with the Black-Scholes option pricing model using the closing price of the Companys common stock at each respective date and the ranges for volatility, expected term, and risk free interest indicated in the table below. As a result, the Company recorded a change in the fair value of the liabilities for embedded conversion option derivative instruments for the three months ended September 30, 2015 of $1,507 which was included in other expense (See Note 2 Fair Value Measurements). The fair market value of the Companys common stock on August 17, 2015 and September 30, 2015 was $.60 per share and $0.49 per share, respectively. Embedded Conversion Options Black-Scholes Model Assumptions During Nine Months Ended September 30, 2015 Volatility 125.110% - 125.4115% Expected term 0.63 0.75 years Risk free interest rate 0.32% |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 7 - Related Party Transactions | NOTE 7 RELATED PARTY TRANSACTIONS The Company has engaged an entity owned by the Chief Executive Officer/Director (Officer) of the Company to provide business advisory, consulting, and legal services. The Company has recorded legal and professional fees of The Officer has occasionally provided short term advances to the Company for its working capital needs. The short term advances are non-interest bearing, unsecured and due on demand. The Company is indebted to the Officer $22,500 and $12,500 due and payable as of September 30, 2015 and December 31, 2014, respectively. |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 8 - Commitments and Contingencies | NOTE 8 COMMITMENTS AND CONTINGENCIES Settlement of litigation The Company entered into an agreement for public relations services (the Agreement) with an unrelated third party (DLC) in September 2010. The Company disputed the quality of the services rendered and failed to tender final payment under the Agreement. DLC initiated legal action against the Company in January 2012 for collection under the Agreement. The Company did not have the resources to contest the action, so a default judgment was entered against the Company in favor of DLC in July 2012 in the amount of $14,425. Thereafter, DLC sought to collect on the judgment, and the total amount claimed by DLC grew to over $25,000 as DLC was entitled to collect attorneys fees under the Agreement. In October 2013, the entire Agreement with DLC was negotiated and settled requiring the Company to pay DLC $3,000 in November 2013 and $1,000 per month for the next 12-month period. The Company agreed not to contest DLCs ownership of 80,000 shares of the Companys stock. As of September 30, 2015 and December 31, 2014, the remaining liability on the settlement of $7,000 is included in accounts payable in accompanying consolidated financial statements. The Company plans on paying DLC for the months of May 2014 through November 2014, which DLC has yet to demand. Legal Costs and Contingencies In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable. |
Note 9 - Equity Transactions
Note 9 - Equity Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 9 - Equity Transactions | NOTE 9 - EQUITY TRANSACTIONS The Companys capitalization at September 30, 2015 was 300,000,000 authorized common shares with a par value of $0.001, and 10,000,000 authorized preferred shares with a par value of $0.001. Common stock During the nine months ended September 30, 2015, the Company sold 325,600 shares of its common stock at $0.50 per share and received total cash consideration of $162,800. All the common shares were sold to accredited investors pursuant to separate Private Placements. On September 1, 2014, the Company engaged Fastnet Advisors, LLC (the Fastnet) to provide corporate business advisory services to the Company. The engagement is for an initial period of six (6) months. The Company agreed to pay Fastnet $3,000 for September 2014; $4,000 per month for October 2014, November 2014 and December 2014; and $5,000 per month for January 2015 and February, 2015. The Company made cash payments to Fastnet of $9,500 for consulting services rendered and accrued the remainder expense of $15,500 for consulting services rendered as accounts payable as of September 30, 2015. In addition, on November 14, 2014, the Company agreed to issue to Fastnet 250,000 shares of restricted common stock valued at $125,000 based upon the selling price of $0.50 per share the Company was able to obtain for sales of similar stock around the date of issuance. The total value of the engagement was estimated at $150,000, which was recorded as prepaid expense in 2014 to be amortized over the six (6) month term of the engagement. The remaining prepaid expense was $42,666 at December 31, 2014, and the Company has amortized the remaining recorded $42,666 to consulting expense for the nine months ended September 30, 2015. On November 14, 2014, pursuant to a separation agreement with an executive, the Company received 875,000 shares of returned common stock, which remain issued and not outstanding and held as treasury shares as of September 30, 2015. On December 1, 2014, the Company engaged a financial advisor and placement agent to raise capital for the Company for a six months term. Pursuant to the terms of the agreement, the Company paid a non-refundable retainer of $10,000 and issued 50,000 shares of its common stock valued at $25,000 based upon the selling price of $0.50 per share the Company was able to obtain for sales of similar stock around the date of issuance. The Company has recorded the offering costs of $35,000 for raising capital as prepaid consulting expense in the accompanying financial statements as of September 30, 2015. Warrants In April 2010, the Company granted three individuals, warrants to purchase 2,500,000 shares of common stock at an exercise price of $0.25 per share as compensation in connection with the individuals providing introductions for raising capital for the Company. The warrants have a six year term and expire in April 2016. The fair value of 2,500,000 warrants at the original issue date was estimated to be $1,077,927 using a Black-Scholes option pricing model with an expected life of 6 years, a risk free interest rate of 2.96%, a dividend yield of 0%, and an expected volatility of 100%. The expected volatility was estimated to be 100% since the Company's stock is not traded and no historical volatility data is available. As these services were provided as part of the Companys equity funding, the value of the warrants were recorded within equity as part of the accounting for the related equity transactions. There have been no other grants of warrant instruments through September 30, 2015. The Company has not established a stock option plan nor has issued any stock options through September 30, 2015. As a result of all common stock issuances and cancellations, the total common shares issued at September 30, 2015 were 47,747,165 of which 46,872,165 shares were outstanding and the remaining 875,000 shares were held in treasury. Preferred Stock At September 30, 2015, the Company had no shares of preferred stock issued or outstanding. |
Note 10 - Concentration of Cred
Note 10 - Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 10 - Concentration of Credit Risk | NOTE 10 - CONCENTRATION OF CREDIT RISK The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses related to this in any such accounts. The Companys bank balances did not exceed FDIC insured amounts as of September 30, 2015 and December 31, 2014, respectively. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 11 - Subsequent Events | NOTE 11 SUBSEQUENT EVENTS From October 1, 2015 to November 12, 2015, the Company sold 2,200 shares of its common stock to an existing stockholder pursuant to a Private Placement and received a total cash consideration of $1,100. |
Note 1 - Nature of Operations17
Note 1 - Nature of Operations and Going Concern: Substantial Doubt about Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Substantial Doubt about Going Concern | The Companys unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $362,574 for the nine months ended September 30, 2015, used net cash in operating activities of $257,426 and has an accumulated deficit of $5,172,704 as of September 30, 2015. The Company had a working capital deficit of $147,559 and total stockholders deficit of $131,303 as of September 30, 2015. These factors, among others, raise a substantial doubt regarding the Companys ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying unaudited consolidated condensed financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 2 - Significant Accounti18
Note 2 - Significant Accounting Policies: Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, and its |
Note 2 - Significant Accounti19
Note 2 - Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP 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 of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The Companys balances requiring management to make estimates and assumptions about future events include equity and debt transactions, depreciation of property and equipment, and the valuation allowance on deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Note 2 - Significant Accounti20
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of Financial Instruments and Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, accounts payable, accrued liabilities, loan payable to a related party and promissory notes payable. Pursuant to ASC 820 and ASC 825, Financial Instruments Assets and liabilities measured at fair value on a recurring and non-recurring basis consist of the following at September 30, 2015: Fair Value Measurements at September 30, 2015 Carrying Value at September 30, 2015 (Unaudited) (Level 1) (Unaudited) (Level 2) (Unaudited) (Level 3) (Unaudited) Embedded Conversion Option Liability $ 51,507 $ - $ 51,507 $ The following is a summary of activity of Level 2 assets and liabilities for the period ended September 30, 2015: Embedded Conversion Option Liability Balance January 1, 2015 $ - Additions 50,000 Change in fair value 1,507 Balance September 30, 2015 $ 51,507 Changes in fair value of the embedded conversion liability are included in other income (expense) in the accompanying unaudited consolidated statements of operations. |
Note 2 - Significant Accounti21
Note 2 - Significant Accounting Policies: Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 Revenue Recognition |
Note 2 - Significant Accounti22
Note 2 - Significant Accounting Policies: Earnings (loss) Per Common Share (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Earnings (loss) Per Common Share | Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share |
Note 2 - Significant Accounti23
Note 2 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Consolidation Reporting In February 2015, the FASB issued ASU 2015-02, " Consolidation: Amendments to the Consolidation Analysis Debt Issuance Costs In April 2015, the FASB issued ASU 2015-03, " InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs The Company has not adopted ASU 2015-02 as of September 30, 2015, and the adoption is not expected to have an impact on the Companys consolidated financial statements. |
Note 2 - Significant Accounti24
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements: Fair Value Measurements, Recurring and Nonrecurring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Fair Value Measurements, Recurring and Nonrecurring | Fair Value Measurements at September 30, 2015 Carrying Value at September 30, 2015 (Unaudited) (Level 1) (Unaudited) (Level 2) (Unaudited) (Level 3) (Unaudited) Embedded Conversion Option Liability $ 51,507 $ - $ 51,507 $ |
Note 2 - Significant Accounti25
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements: Summary of activity of Level 3 assets and liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Summary of activity of Level 3 assets and liabilities | Embedded Conversion Option Liability Balance January 1, 2015 $ - Additions 50,000 Change in fair value 1,507 Balance September 30, 2015 $ 51,507 |
Note 3 - Property and Equipme26
Note 3 - Property and Equipment: Schedule of property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of property and equipment | Property and equipment consists of: September 30, December 31, 2015 2014 (Unaudited) Property and equipment $ 43,405 $ 43,405 Less: accumulated depreciation (15,669) (8,686) Property and equipment, net $ 27,736 $ 34,719 |
Note 4 - Note Payable_ Schedule
Note 4 - Note Payable: Schedule of note payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of note payable | Notes payable consists of: September 30, 2015 December 31, 2014 (Unaudited) Stockholder note payable, unsecured, 5% stated annual interest, monthly interest only payments from September 2014 to April 2015, 24 fixed monthly payments of $3,290 from May 2015 to April 2017. Original discount of $33,233 applied to normalize interest to 5% will be amortized over the loan term (P/Note 1) $ 73,233 $ 73,233 Stockholder note payable, principal balance of $53,000, unsecured, interest bearing, monthly payment of $3,790 starting February 1, 2014, due April 1, 2016 (P/Note 2) 11,745 29,149 $ 84,978 $ 102,382 Notes payable - current portion 66,655 54,506 Notes payable - long term portion $ 18,323 $ 47,876 Discount current portion $ 11,729 $ 15,820 Discount long term portion $ 6,842 $ 15,639 Notes payable, current portion, net of discount $ 54,926 $ 38,686 Notes payable, long term portion, net of discounts $ 11,481 $ 32,237 |
Note 5 - Convertible Note Pay28
Note 5 - Convertible Note Payable: Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Convertible Note Payable | September 30, December 31, 2015 2014 (Unaudited) Note payable to a third party, bearing interest of 12%, due on May 17, 2016 $ 50,000 $ - Convertible note payable 50,000 - Less: debt discount (46,167) - Convertible note payable, net 3,833 - Less: current portion (3,833) - Convertible note payable, non-current $ - $ - |
Note 6 - Derivative Financial29
Note 6 - Derivative Financial Instruments: Schedule of Assumptions Used (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Assumptions Used | Black-Scholes Model Assumptions During Nine Months Ended September 30, 2015 Volatility 125.110% - 125.4115% Expected term 0.63 0.75 years Risk free interest rate 0.32% |
Note 1 - Nature of Operations30
Note 1 - Nature of Operations and Going Concern (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Details | |
Entity Incorporation, Date of Incorporation | May 14, 1987 |
Entity Incorporation, State Country Name | Florida |
Note 1 - Nature of Operations31
Note 1 - Nature of Operations and Going Concern: Substantial Doubt about Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Details | |||||
Net loss | $ 139,897 | $ 132,809 | $ 362,574 | $ 451,717 | |
Net cash used in operating activities | 257,426 | $ 346,982 | |||
Accumulated deficit | 5,172,704 | 5,172,704 | $ 4,810,130 | ||
Working Capital Deficit | 147,559 | 147,559 | |||
Total Stockholders' Equity (Deficit) | $ 131,303 | $ 131,303 | $ (68,471) |
Note 2 - Significant Accounti32
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements: Fair Value Measurements, Recurring and Nonrecurring (Details) | Sep. 30, 2015USD ($) |
Embedded conversion option liaibility | $ 51,507 |
Fair Value, Inputs, Level 2 | |
Embedded conversion option liaibility | $ 51,507 |
Note 2 - Significant Accounti33
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements: Summary of activity of Level 3 assets and liabilities (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Convertible Debt | $ 50,000 | $ 50,000 |
Change in the fair value of embedded conversion option liability | 1,507 | 1,507 |
Embedded conversion option liaibility | 51,507 | 51,507 |
Fair Value, Inputs, Level 3 | ||
Embedded conversion option liaibility | $ 51,507 | $ 51,507 |
Note 2 - Significant Accounti34
Note 2 - Significant Accounting Policies: Earnings (loss) Per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,500,000 | 2,500,000 |
Note 3 - Property and Equipme35
Note 3 - Property and Equipment: Schedule of property and equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Details | ||
Property, Plant and Equipment, Gross | $ 43,405 | $ 43,405 |
Property, Plant and Equipment, Other, Accumulated Depreciation | (15,669) | (8,686) |
Property and equipment, net | $ 27,736 | $ 34,719 |
Note 3 - Property and Equipme36
Note 3 - Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Details | ||||
Depreciation | $ 2,328 | $ 1,329 | $ 6,983 | $ 6,150 |
Note 4 - Note Payable_ Schedu37
Note 4 - Note Payable: Schedule of note payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Other Notes Payable | $ 84,978 | $ 102,382 |
Other Notes Payable, Current | 66,655 | 54,506 |
Other Notes Payable, Noncurrent | 18,323 | 47,876 |
Debt Discount - current portion | 11,729 | 15,820 |
Debt Discount - long term portion | 6,842 | 15,639 |
Notes payable, current portion, net of debt discount of $11,729 and $15,820 at September 30, 2015 and December 31, 2014, respectively | 54,926 | 38,686 |
Note payable, net of current portion, net of debt discount of $6,842 and $15,639 at September 30, 2015 and December 31, 2014, respectively | 11,481 | 32,237 |
Notes Payable 1 | ||
Other Notes Payable | 73,233 | 73,233 |
Notes Payable 2 | ||
Other Notes Payable | $ 11,745 | $ 29,149 |
Note 4 - Note Payable (Details)
Note 4 - Note Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 18, 2014 | May. 23, 2013 | |
Common shares issued in conjunction with debt settlement | $ 30,000 | ||||||
Debt Discount | $ 30,000 | 30,000 | |||||
Amortization of debt discount on notes payable | 14,435 | $ 15,208 | |||||
Net stock value of the unamortized portion of the debt discount | 0 | 0 | $ 4,091 | ||||
Interest Expense, Other | 4,244 | $ 8,453 | 17,016 | 18,474 | |||
Accrued Liabilities, Current | 7,634 | $ 7,634 | 5,052 | ||||
Common Stock | |||||||
Common shares issued in conjunction with debt settlement - Shares | 100,000 | ||||||
Notes Payable 1 | |||||||
Original Amount of Promissory Note | $ 40,000 | ||||||
Debt Instrument, Unamortized Discount (Premium), Net | 18,571 | $ 18,571 | $ 27,368 | ||||
Interest Expense, Debt | 382 | 500 | 1,369 | 500 | |||
Notes Payable 2 | |||||||
Original Amount of Promissory Note | $ 53,000 | ||||||
Interest Expense, Debt | 930 | 930 | 2,759 | 2,769 | |||
Amortization of debt discount on notes payable | $ 0 | $ 4,091 | $ 4,091 | $ 12,273 |
Note 5 - Convertible Note Pay39
Note 5 - Convertible Note Payable: Convertible Note Payable (Details) | Sep. 30, 2015USD ($) |
Details | |
Convertible Debt | $ 50,000 |
Debt Discount on Convertible Notes Payable, Current | (46,167) |
Convertible note payable, current portion, net of discount of $46,167 at September 30, 2015 | $ 3,833 |
Note 5 - Convertible Note Pay40
Note 5 - Convertible Note Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Details | |||
Cash proceeds from note payable | $ 45,000 | $ 40,000 | |
Convertible Debt | $ 50,000 | 50,000 | |
Interest Expense Related to the amortization of the OID | 870 | 870 | |
Interest Expense Related to the amortization of the embedded conversion option liability discount | 7,963 | 7,963 | |
Interest Payable, Current | $ 589 | $ 589 |
Note 6 - Derivative Financial41
Note 6 - Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Details | ||
Change in the fair value of embedded conversion option liability | $ 1,507 | $ 1,507 |
Note 6 - Derivative Financial42
Note 6 - Derivative Financial Instruments: Schedule of Assumptions Used (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.32% |
Minimum | |
Fair Value Assumptions, Expected Volatility Rate | 125.11% |
Fair Value Assumptions, Expected Term | 7 months 17 days |
Maximum | |
Fair Value Assumptions, Expected Volatility Rate | 125.41% |
Fair Value Assumptions, Expected Term | 9 months |
Note 7 - Related Party Transa43
Note 7 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Details | |||||
Consulting fees paid to related party | $ 38,500 | $ 0 | $ 75,500 | $ 35,000 | |
Accounts Payable, Related Parties, Current | 0 | 0 | $ 0 | ||
Payable to related party | $ 22,500 | $ 22,500 | $ 12,500 |
Note 8 - Commitments and Cont44
Note 8 - Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | ||
Oct. 31, 2013 | Jul. 31, 2012 | Sep. 30, 2015 | |
Litigation Settlement, Amount | $ 14,425 | ||
Estimated Litigation Liability | $ 25,000 | ||
Initial payment to settle litigation debt | $ 3,000 | ||
Subsequent monthly payments to settle litigation debt | $ 1,000 | ||
Remaining Liability on the Settlement | |||
Accounts Payable, Current | $ 7,000 |
Note 9 - Equity Transactions (D
Note 9 - Equity Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | Jan. 31, 2015 | Nov. 30, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | |
Common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Prepaid expenses | $ 35,000 | $ 35,000 | $ 77,666 | |||||
Treasury stock shares authorized | 875,000 | 875,000 | 875,000 | |||||
Common stock issued to fundraising advisors for capital raise | $ 25,000 | |||||||
Common stock shares issued | 47,747,165 | 47,747,165 | 47,421,565 | |||||
Common stock shares outstanding | 46,872,165 | 46,872,165 | 46,546,565 | |||||
Common Stock Transaction - Sept 1, 2014 | ||||||||
Prepaid expenses | $ 42,666 | |||||||
Common Stock Transaction - Dec 1, 2014 | ||||||||
Prepaid expenses | 35,000 | |||||||
Fastnet Advisors, LLC | ||||||||
Accounts Payable, Current | $ 4,000 | $ 5,000 | $ 5,000 | $ 4,000 | $ 4,000 | $ 3,000 | ||
Common Stock, Shares Subscribed but Unissued | 250,000 | 250,000 | ||||||
Represents the monetary amount of AccruedStockPayable, as of the indicated date. | $ 125,000 | $ 125,000 | ||||||
Professional and Contract Services Expense | 42,666 | |||||||
Common Stock | ||||||||
Common Shares Sold at $0.50 per share - Shares | 325,600 | |||||||
Common Shares Sold at $0.50 per share | $ 162,800 | |||||||
Common stock issued to fundraising advisors for capital raise - Shares | 50,000 |
Note 9 - Equity Transactions_ W
Note 9 - Equity Transactions: Warrants (Details) | 1 Months Ended |
Apr. 30, 2010USD ($)shares | |
Details | |
Warrants Granted to Three Individuals | shares | 2,500,000 |
Fair Value of Warrants Granted to Three Individuals | $ 1,077,927 |