Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | NUTRA PHARMA CORP. |
Document Type | 10-K |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | shares | 295,065,317 |
Entity Public Float | $ | $ 141,859,191 |
Amendment Flag | false |
Entity Central Index Key | 1,119,643 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Smaller Reporting Company |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | FY |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 31,243 | $ 6,890 |
Accounts receivable | 30,625 | 21,990 |
Inventory | 25,562 | 54,034 |
Prepaid expenses and other current assets | 97,640 | 266,579 |
Total current assets | 185,070 | 349,493 |
Property and equipment, net | 13,637 | 18,986 |
Other assets | 15,550 | 19,164 |
Total assets | 214,257 | 387,643 |
Current liabilities: | ||
Accounts payable | 958,027 | 842,024 |
Accrued expenses | 1,013,615 | 1,130,271 |
Due to officers | 52,025 | 146,770 |
Derivative warrant liability | 48,504 | 142,556 |
Other debt, net of debt discount of $59,300 and $46,523, respectively | 2,576,488 | 1,492,369 |
Total current liabilities | 4,648,659 | 3,753,990 |
Convertible debts | 3,474 | 60,870 |
Legal settlement liability, long term portion | 39,020 | 147,179 |
Total liabilities | 4,691,153 | 3,962,039 |
Commitments and Contingencies (See Note 10) | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized: 295,065,317 and 79,770,782 shares issued and outstanding at December 31, 2016 and 2015 | 295,065 | 79,771 |
Additional paid-in capital | 48,587,438 | 46,257,619 |
Accumulated deficit | (53,359,399) | (49,911,786) |
Total stockholders' deficit | (4,476,896) | (3,574,396) |
Total liabilities and stockholders' deficit | $ 214,257 | $ 387,643 |
Consolidated Condensed Balance3
Consolidated Condensed Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt discount (in Dollars) | $ 59,300 | $ 46,523 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized | 2,000,000,000 | 2,000,000,000 |
Shares issued | 295,065,317 | 79,770,782 |
Shares outstanding | 295,065,317 | 79,770,782 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net sales | $ 168,356 | $ 291,302 |
Cost of sales | 38,965 | 65,805 |
Impairment of inventory | 184,039 | |
Gross profit (loss) | (54,648) | 225,497 |
Operating expenses: | ||
Selling, general and administrative - including stock based compensation of $390,608 and $2,742,441 for the years ended December 31, 2016 and 2015, respectively | 1,988,868 | 5,991,630 |
Total operating expenses | 1,988,868 | 5,991,630 |
Loss from Operations | (2,043,516) | (5,766,133) |
Other Income (Expenses) | ||
Rental Income | 19,381 | 27,564 |
Interest expense | (293,785) | (434,547) |
Change in fair value of derivatives | (1,258,649) | (250,121) |
Gain on settlement of debt, net | 128,956 | 1,031,256 |
Other Income (Expenses) | (1,404,097) | 374,152 |
Net loss before income taxes | (3,447,613) | (5,391,981) |
Provision for income taxes | ||
Net loss | $ (3,447,613) | $ (5,391,981) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.10) |
Weighted average number of shares outstanding during the period - basic and diluted (in Shares) | 168,455,241 | 55,598,355 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock based compensation | $ 390,608 | $ 2,742,441 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Cash collected from customers | $ 224,191 | $ 862,661 |
Cash paid for commission | (20,000) | (481,978) |
Cash paid to suppliers | (24,779) | (79,116) |
Cash paid to employees | (124,133) | (131,284) |
Interest paid | (135,295) | (50,358) |
Other operating cash payments | (1,295,863) | (1,165,677) |
Cash collected from rental income | 19,381 | 27,564 |
Net cash used in operating activities | (1,356,498) | (1,018,188) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (3,382) | (718) |
Net cash used in investing activities: | (3,382) | (718) |
Cash flows from financing activities: | ||
Loans from officers | 314,951 | 70,821 |
Repayment of officers loans | (319,675) | (261,583) |
Proceeds from notes payable-related party | 200,000 | |
Repayments of notes payable-related party | (35,000) | (85,000) |
Proceeds from convertible notes, net of debt discount and loan issuance cost of $21,120 and $69,560, respectively | 808,250 | 518,729 |
Repayments of convertible notes | (189,319) | |
Proceeds from other notes payable, net of debt discount of $0 and $71,500, respectively, and loan issuance cost of $23,250 and $22,505, respectively | 896,750 | 347,495 |
Repayments of other notes payable | (446,724) | (366,496) |
Net cash provided by financing activities | 1,384,233 | 1,010,266 |
Net increase (decrease) in cash | 24,353 | (8,640) |
Cash - beginning of period | 6,890 | 15,530 |
Cash - end of period | 31,243 | 6,890 |
Net loss | (3,447,613) | (5,391,981) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on settlement of debt | (128,956) | (1,031,256) |
Impairment on inventory | 184,039 | |
Depreciation | 8,731 | 11,222 |
Stock-based compensation | 390,608 | 2,742,441 |
Stock issued for loan extension and accounts payable | 8,987 | 1,484,238 |
Change in fair value of derivative | 1,258,649 | 250,121 |
Amortization of loan discount | 113,784 | 321,804 |
Changes in operating assets and liabilities: | ||
Decrease (Increase) in accounts receivables | (8,635) | 105,378 |
Increase in inventory | (2,413) | (7,089) |
Increase in prepaid expenses and other assets | (63,455) | (57,206) |
Increase in accounts payable | 462,003 | 27,661 |
Increase (Decrease) in accrued expenses | (132,227) | 526,479 |
Net cash used in operating activities | (1,356,498) | (1,018,188) |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 135,295 | 50,358 |
Non cash Financing and Investing: | ||
Discounts on notes payable | 85,694 | 239,208 |
Note payable issued satisfy note payable-related party | 80,000 | |
Stock issued for cashless exercise of warrants | 33,440 | |
Stock issued for additional consideration of convertible notes payable | 15,810 | |
Write-off of notes payable to a relate party due to passing of statute of limitation | 129,466 | |
Settlement of accounts payable [Member] | ||
Non cash Financing and Investing: | ||
Stock issued | 371,520 | 151,000 |
Satisfy debt [Member] | ||
Non cash Financing and Investing: | ||
Stock issued | 1,460,208 | 870,640 |
Related Party [Member] | ||
Cash flows from financing activities: | ||
Common stock sold | 100,000 | |
Cash Conversion [Member] | ||
Cash flows from financing activities: | ||
Common stock sold | 55,000 | 786,300 |
Related Party [Member] | Satisfy debt [Member] | ||
Non cash Financing and Investing: | ||
Stock issued | $ 175,000 | $ 10,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt discount | $ 59,300 | $ 46,523 |
Convertible Notes [Member] | ||
Debt discount and loan issuance cost | 21,120 | 69,560 |
Other Notes Payable [Member] | ||
Debt discount | 0 | 71,500 |
Loan issuance cost | $ 23,250 | $ 22,505 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 36,766 | $ 40,888,278 | $ (44,519,805) | $ (3,594,761) |
Balance (in Shares) at Dec. 31, 2014 | 36,765,781 | |||
Issuance of common stock in exchange for services to consultants | $ 4,960 | 587,745 | 592,705 | |
Issuance of common stock in exchange for services to consultants (in Shares) | 4,960,000 | |||
Issuance of common stock in exchange for services to directors and employees | $ 10,900 | 2,005,600 | 2,016,500 | |
Issuance of common stock in exchange for services to directors and employees (in Shares) | 10,900,000 | |||
Common stock issued in private placement | $ 13,085 | 773,215 | 786,300 | |
Common stock issued in private placement (in Shares) | 13,085,000 | |||
Common stock issued in exchange for related party debt | $ 125 | 9,875 | 10,000 | |
Common stock issued in exchange for related party debt (in Shares) | 125,000 | |||
Common stock issued for modification of debt | $ 75 | 16,675 | 16,750 | |
Common stock issued for modification of debt (in Shares) | 75,000 | |||
Common stock issued for conversion of debt | $ 6,284 | 864,355 | 870,639 | |
Common stock issued for conversion of debt (in Shares) | 6,284,830 | |||
Common stock issued for settlement of AP and Debt | $ 6,750 | 1,063,450 | 1,070,200 | |
Common stock issued for settlement of AP and Debt (in Shares) | 6,750,000 | |||
Debt discount | $ 826 | 48,426 | 49,252 | |
Debt discount (in Shares) | 825,171 | |||
Net loss | (5,391,981) | (5,391,981) | ||
Balance at Dec. 31, 2015 | $ 79,771 | 46,257,619 | (49,911,786) | (3,574,396) |
Balance (in Shares) at Dec. 31, 2015 | 79,770,782 | |||
Issuance of common stock in exchange for services to consultants | $ 13,275 | 74,529 | 87,804 | |
Issuance of common stock in exchange for services to consultants (in Shares) | 13,275,000 | |||
Issuance of common stock in exchange for services to directors and employees | $ 15,900 | 185,000 | 200,900 | |
Issuance of common stock in exchange for services to directors and employees (in Shares) | 15,900,000 | |||
Common stock issued for cash-related party | $ 12,500 | 87,500 | 100,000 | |
Common stock issued for cash-related party (in Shares) | 12,500,000 | |||
Common stock issued in private placement | $ 917 | 54,083 | 55,000 | |
Common stock issued in private placement (in Shares) | 916,667 | |||
Common stock issued in exchange for related party debt | $ 30,000 | 145,000 | 175,000 | |
Common stock issued in exchange for related party debt (in Shares) | 30,000,000 | |||
Common stock issued for modification of debt | $ 736 | 8,251 | 8,987 | |
Common stock issued for modification of debt (in Shares) | 736,000 | |||
Common stock issued for conversion of debt | $ 105,416 | 1,354,792 | 1,460,208 | |
Common stock issued for conversion of debt (in Shares) | 105,416,058 | |||
Common stock issued for settlement of AP and Debt | $ 29,300 | 342,220 | 371,520 | |
Common stock issued for settlement of AP and Debt (in Shares) | 29,300,000 | |||
Debt discount | $ 7,250 | 78,444 | 85,694 | |
Debt discount (in Shares) | 7,250,810 | |||
Net loss | (3,447,613) | (3,447,613) | ||
Balance at Dec. 31, 2016 | $ 295,065 | $ 48,587,438 | $ (53,359,399) | $ (4,476,896) |
Balance (in Shares) at Dec. 31, 2016 | 295,065,317 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com. Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin ® ® ® Basis of Presentation and Consolidation The accompanying consolidated financial statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. Liquidity and Going Concern Our Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $53,359,399 at December 31, 2016. In addition, we had respective working capital and stockholders’ deficits at December 31, 2016 of $4,463,589 and $4,476,896, respectively. There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of December 31, 2016, we do not have sufficient cash to sustain our operations for the next year and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern. The accompanying Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Use of Estimates The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, and the valuation of stock-based compensation and certain debt and warrant liabilities. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. Revenue Recognition In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns is estimated based on our historical return experience. Revenue is presented net of returns and allowances for returns. The Company collects 100% of the cash proceeds from the sale of its product by its distributor, remits a portion of the cash proceeds received back to the distributor and records the sale on a net basis. In the years ended December 31, 2016 and 2015, the Company collected $224,191 and $862,661 in gross receipts and recorded $168,356 and $291,302 as net sales. Accounting for Shipping and Handling Costs The Company records shipping and handling costs incurred in cost of sales. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company grants credit without collateral to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on accounts receivable. Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. Inventories Inventories, which are stated at the lower of average cost or market, and consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. The Company regularly reviews inventory quantities on hand. If necessary it records a provision for excess and obsolete inventory based primarily on its estimates of component obsolescence, product demand and production requirements. Write-downs are charged to cost of goods sold. We performed evaluations of our inventory at December 31, 2015, the Company did not experience any write downs or write offs. We performed evaluations of our inventory at December 31, 2016, the Company reserves $30,885 of the raw materials and finished goods, and $153,154 of the prepaid venom due to slow-moving inventory. Financial Instruments and Concentration of Credit Risk Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the year ended December 31, 2016, there were two customers that accounted for 23.4% and 13.5% of the total revenues, respectively. For the year ended December 31, 2015, no customers accounted for more than 10% of the Company’s total revenues. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. For embedded derivatives, the Company uses a Dilution-Adjusted Black-Scholes method to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Convertible Debt The Company bifurcates the embedded derivative element in convertible debt which contain conversion features which are not considered to be conventional convertible debt. The convertible debt is recorded at the bifurcated amount after reducing the proceeds for the liability related to the embedded call provision which is accounted for separately in the accompanying balance sheets. After recording the initial amount of the debt, the discount related to the bifurcated embedded derivative is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note. Property and Equipment and Long-Lived Assets Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years. Property and equipment consists of the following at December 31, 2016 and 2015: 2016 2015 Computer equipment $ 25,120 $ 24,208 Furniture and fixtures 34,757 34,757 Lab equipment 44,599 42,129 Telephone equipment 12,421 12,421 Office equipment – other 16,856 16,856 Leasehold improvements 73,168 73,168 Total 206,921 203,539 Less: Accumulated depreciation (193,284) (184,553) Property and equipment, net $ 13,637 $ 18,986 We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At December 31, 2016, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the years ended December 31, 2016 and 2015 was $8,731 and $11,222, respectively. Advertising All advertising costs are expensed as incurred. Advertising costs were approximately $3,650 and $2,138 for the years ended December 31, 2016 and 2015, respectively. Income Taxes We compute income taxes in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 740, Income Taxes On an annual basis, we evaluate tax positions that have been taken or are expected to be taken in our tax returns to determine if they are more than likely to be sustained if the taxing authority examines the respective position. As of December 31, 2016, we do not believe we have a need to record any liabilities for uncertain tax positions or provisions for interest or penalties related to such positions. Since inception, we have been subject to tax by both federal and state taxing authorities. Until the respective statutes of limitations expire (which may be as much as 20 years while we have unused net operation losses), we are subject to income tax audits in the jurisdictions in which we operate. The Company’s 2013 to 2016 tax returns are subject to examination by Internal Revenue Services and State Taxing Agency’s. On July 18, 2015, the Company received a notice of penalty charge of $35,296 from IRS for failure to file Forms W-2 for tax period ended at December 31, 2011. During February 2016, the Company signed a payment agreement to pay the penalty. The installment payments started on October 28, 2016. Stock-Based Compensation We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share December 31, 2016 December 31, 2015 Options and warrants 29,141,667 21,700,000 Convertible notes payable 200,617,940 15,871,102 Total 229,759,607 37,571,102 Reclassifications Certain amounts in the 2015 Consolidated Financial Statements have been reclassified to conform to the current period presentation. Stock Split On April 20, 2015, the Company declared a 1 for 40 reverse common stock split to stockholders. The Stock Split was effectuated on May 18, 2015 based upon filing the appropriate documentation with FINRA. Per share and weighted average amounts have been retroactively restated in the accompanying financial statements and related notes to reflect this stock split (See Note 7). Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” In May 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-07, “F air Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) In June 2015, Technical Corrections and Improvements” covers a wide range of Topics in the Codification. The amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. In August 2015, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” In September 2015, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016–09, Compensation – Stock Compensation: Improvements to Employee Share–Based Payment Accounting In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing “The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 2. FAIR VALUE MEASUREMENTS Certain assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements The statement requires fair value measurement be classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The following table summarizes our financial instruments measured at fair value as of December 31, 2016 and 2015: Fair Value Measurements at December 31, 2016 Liabilities: Total Level 1 Level 2 Level 3 Warrant liability $ 48,504 $ - $ - $ 48,504 Convertible notes at fair value $ 1,672,728 $ - $ - $ 1,672,728 Fair Value Measurements at December 31, 2015 Liabilities: Total Level 1 Level 2 Level 3 Warrant liability $ 142,556 $ - $ - $ 142,556 Convertible notes at fair value $ 1,021,501 $ - $ - $ 1,021,501 The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the years ended December 31, 2016 and 2015: Description 2016 2015 Beginning balance $ 142,556 $ 186,549 Purchases, issuances, and settlements 110,291 (782,239) Day one loss on value of hybrid instrument - - Total (gain) loss included in earnings (1) (204,343) 738,246 Ending balance $ 48,504 $ 142,556 (1) The gain or loss related to the revaluation of our warrant liability is included in “Change in fair value of derivatives” in the accompanying consolidated statement of operations. The Company values its warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 0.26% to 1.93% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 196%-211% (4) zero expected dividends (5) exercise price set forth in the agreements (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted. The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of December 31, 2016 and 2015: Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period Debenture Issuance Year Face Amount Interest Rate Default Interest Rate Anti-Dilution Adjusted Price % Look-back Period 2016 $888,751 4%-12% n/a $0.001-$0.20 40%-60% 10 to 20 Days 2015 $729,871 4%-20% n/a $0.03-$0.20 50%-85% 10 to 20 Days The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the years ended December 31, 2016 and 2015 for the Convertible Notes: Years Ended December 31, 2016 2015 Description Beginning balance $ 1,021,501 $ 330,277 Purchases, issuances, and settlements 948,052 1,012,145 Day one loss on value of hybrid instrument 1,238,960 779,035 (Gain) loss from change in fair value 113,742 (229,316) Conversion to common stock (1,460,208) (870,640) Repayment in cash (189,319) - Ending balance $ 1,672,728 $ 1,021,501 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 3. INVENTORIES Inventories are valued at the lower of cost or market on an average cost basis. At December 31, 2016 and 2015, inventories were as follows: December 31, 2016 December 31, 2015 Raw Materials $ 36,074 $ 29,216 Finished Goods 20,373 24,818 Inventory Reserve (30,885) - Total Inventories $ 25,562 $ 54,034 The Company regularly reviews inventory quantities on hand. If necessary, the Company records a provision for excess and obsolete inventory based primarily on its estimates of component obsolescence, product demand and production requirements. Write-downs and write-offs are charged to cost of goods sold. As of December 31, 2016 and 2015, the Company has a prepaid venom balance of $153,154 and $109,154, respectively. We performed evaluations of our inventory at December 31, 2015, the Company did not experience any write downs or write offs. We performed evaluations of our inventory at December 31, 2016, the Company reserves $30,885 of the raw materials and finished goods, and $153,154 of the prepaid venom due to slow-moving inventory. |
SETTLEMENT OF ACCOUNTS AND NOTE
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE During June 2015, the Company issued a total of 150,000 shares of the company’s restricted stock to settle the outstanding legal fees in aggregate of $15,000 with a vendor. The shares were recorded at a fair value of $28,500 or $0.19 per share (See Note 7). During June, August and October 2014, the Company issued a total of 4,500,000 shares of the company’s restricted stock to settle the outstanding commissions’ payable in aggregate of $300,000 with TCN. The shares were valued at a range from $0.224 to $0.396 per share. The Company recorded a loss of $1,164,000 as a selling expense during the year ended December 31, 2014(See Note 7). During July 2015, the Company issued 4,400,000 shares of the company’s restricted stock and 4,400,000 warrants (See Note 7) to settle the outstanding commissions’ payable in aggregate of $59,000 with TCN. The shares were valued at $0.185 per share and the warrants were valued at $0.1009 per share. The Company recorded a loss of $1,198,773 as a selling expense during the year ended December 31, 2015. During October 2015, the Company issued 2,200,000 shares of the company’s restricted stock and 2,200,000 warrants (See Note 7) to settle the outstanding commissions’ payable in aggregate of $77,000 with TCN. The shares were valued at $0.1035 per share and the warrants were valued at $0.0475 per share. The Company recorded a loss of $255,215 as a selling expense during the year ended December 31, 2015. At December 31, 2015,certain accruals and notes payable for former ReceptoPharm employees, officer and consultants for a total of $1,085,468 that have passed the statute of limitation were written off, included in the amount was the accrued salary of $815,747, officer’s loan and accrued interest for $129,466, salary and payroll tax payable of $140,255. Since the Petitioners can only reinforce the settlement amount due to passing of statute of limitation, the Company has accrued the settlement for $315,000 and recorded the gain on settlement of $770,968 in other income (See Note 5 and 10). On February 10, 2016, the Note holder of a convertible loan of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale (See Note 6 and 7). During March 2016, the Company issued a total of 1,000,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 with accrued interest of $1,262 with the Note holder. The shares were recorded at a fair value of $19,900 or $0.0199 per share (See Note 6 and 7). The Company recorded a loss of $8,638 during the year ended December 31, 2016. On May 16, 2016, the Note holder of a convertible loan of $65,000 with a fair value of $229,759 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 6). During May 2016, the Company issued a total of 2,500,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 and accounts payable of $15,000 with the Note holder. The shares were recorded at a fair value of $32,500 or $0.013 per share (See Note 6 and 7). The Company recorded a loss of $7,500 during the year ended December 31, 2016. During July 2016, the Company issued a total of 10,000,000 shares of the company’s restricted stock to settle the outstanding debt of $50,000 with accrued interest of $2,400 with the Note holder. The shares were recorded at a fair value of $90,000 or $0.009 per share (See Note 6 and 7). The Company recorded a loss of $37,600 during the year ended December 31, 2016. During July 2016, the Company issued 14,000,000 shares of the company’s restricted stock (See Note 7) to settle the outstanding commissions’ payable in aggregate of $70,000 with TCN. The shares were valued at $0.009 per share. The Company recorded a loss of $56,000 as a selling expense during the year ended December 31, 2016. During September 2016, the Company issued a total of 1,250,000 shares of the company’s restricted stock to settle accounts payable of $10,000 with the Note holder. The shares were recorded at a fair value of $11,875 or $0.0095 per share (See Note 7). The Company recorded a loss of $1,875 during the year ended December 31, 2016. During September 2016, the Company issued 550,000 shares of the company’s restricted stock (See Note 7 and 9) to settle the accrued expense in aggregate of $126,000 with a consultant. The shares were valued of $91,245 at the stock price ranged from $0.08 to $0.21. During December 2016, our President and CEO, Rik Deitsch accepted 15,000,000 shares of the Company’s restricted common stock as a payment to discharge $75,000 of his accrued salary (See Note 7). |
DUE TO OFFICERS
DUE TO OFFICERS | 12 Months Ended |
Dec. 31, 2016 | |
Due to Officers [Abstract] | |
Due to Officers [Text Block] | 5. DUE TO OFFICERS At December 31, 2016 and 2015, the balance due to officer and the Companies owned by him is $52,025 and $146,770, respectively. The loan is an unsecured demand loan from our President and CEO, Rik Deitsch. The loan bears interest at 4%. During the year ended December 31, 2016, we borrowed $314,951 and repaid $319,675 to Mr. Deitsch and the Companies owned by him. In addition, Mr. Deitsch accepted a total of 15,000,000 shares of the Company’s restricted common stock as a repayment to discharge $100,000 of his outstanding loan in June 2016. Subsequent to through , the Company borrowed and repaid to its President, Rik The amount owed to Mr. Deitsch and its Companies at was (See Note 11). During the year ended December 31, 2015, we borrowed $70,821 and repaid $351,583 to Mr. Deitsch. Included in the repayment is $80,000 that was assigned to a non-related party in the form of a Convertible Redeemable Note on December 7, 2015. The note carries interest at 4% and matured on December 7, 2016. The loan is in default and negotiation for settlement (See Note 6). In addition, Mr. Deitsch accepted a total of 125,000 shares of the Company’s restricted common stock as a repayment to discharge $10,000 of his outstanding loan in January 2015(See Note 7). |
OTHER DEBT
OTHER DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. OTHER DEBT Other debt (Both short-term and long term) consists of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Note payable and Convertible note payable– Related Party (1) $ 200,000 $ 35,000 Notes payable – Non Related Parties (Net of discount of $9,584 and $24,602, respectively) (2) 956,950 518,659 Convertible notes payable, at fair value (Net of discount of $49,716 and $21,921, respectively) (3) 1,423,012 999,580 Ending balances $ 2,579,962 $ 1,553,239 (1) During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by our President and CEO, Rik Deitsch. We repaid $165,000 of principal balance as of December 31, 2015. During the year ended December 31, 2016, we made the payment of $35,000 of remaining principal balance and $70,000 of the accrued interest. At December 31, 2016 and 2015, we owed this director principal balance of $0 and $35,000, respectively. At December 31, 2016 and 2015, we owed this director accrued interest of $140,579 and $187,576, respectively. In August 2016, the Company issued two Promissory Notes for a total of $200,000 ($100,000 each) to one of our directors’ owned Companies. The notes carry interest at 12% annually and are due on the date that is three months from the execution and funding of the note. The notes holder has the right to convert the notes into shares of Common Stock at a price of $0.008 after the maturity date of November 15, 2016. In connection with the issuance of these promissory notes, the Company issued 400,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $3,536 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $3,536 was amortized during the year ended December 31, 2016. The interest expense for the year ended December 31, 2016 is $9,000. At December 31, 2016, the principal balance of the loan net of discount is $200,000. The loan is in default and negotiation for settlement. Upon default, the Notes become convertible at $0.008 per share. (2) At December 31, 2016 and 2015, the balance of $956,950 and $518,659, respectively, consisted of the following loans: · On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where under we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the six months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares of the Company’s free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during 2012. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in October 2012. The debt has reverted back to the Company. · As of December 31, 2016 and 2015, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company. In August 2014, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 50,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $15,665 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $15,665 was amortized over the term of the debt. Amortization for the years ended December 31, 2015 and 2014 was $2,611 and $13,054, respectively. An additional 25,000 shares were issued in February 2015 with a fair value at $6,000 (See Note 7) due to the default. During the year ended December 31, 2015, the total amount of $84,666 including the accrued interest of $9,666 was assigned and sold to Coventry Enterprises, LLC (“Coventry”) in the form of a Convertible Redeemable Note. Coventry made the conversions of total 1,324,341 shares of the company’s restricted stock satisfying the notes in full (See Note 6(3)). · On November 5, 2014, the Company received a loan for a total of $150,000 from a non-related party. The loan was repaid through scheduled payments through November 6, 2015 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $14,350 for the loan origination fees paid at inception date. The total loan cost of $14,350 was amortized over the term of the loan. Amortization for the years ended December 31, 2015 and 2014 was $12,150 and $2,200, respectively. On November 6, 2015, the loan was repaid in full. The interest expense for the years ended December 31, 2015 and 2014 is $16,157 and $5,862, respectively. During January, 2015, the Company entered a Payment Rights Purchase and Sale Agreement with EBF Partners LLC (“EBF”). EBF purchased $204,000 of the merchant sales for $150,000. In exchange for the purchased amount, the Company agreed to enter into a credit card processing agreement with preapproval by EBF with credit card processor. The Company authorized credit card processor to pay to EBF the cash attributable to 23% of each credit card receivable due to the Company, until EBF has received the purchase amount of $204,000. In the event of default, 100% instead of 23% of each credit card receivable will be paid. The loan is under personal guarantee by our President and CEO, Rik Deitsch and Director, Garry Pottruck. The Company has recorded debt discount of $54,000, and loan issuance cost of $10,130 for the loan origination fees paid at inception date. The total debt discount and loan issuance cost of $64,130 was amortized over the term of the loan. Amortization for the debt discount and loan issuance cost for the year ended December 31, 2015 was $54,000 and $10,130, respectively. On November 6, 2015, the loan was repaid in full. · In August 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 100,000 shares restricted, common stock on the date that is 15 business days after the maturity date. The interest expense for the year ended December 31, 2015 is $871. During March 2016, the Company issued a total of 1,000,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 with accrued interest of $1,262 with the Note holder. The shares were recorded at a fair value of $12,600 or $0.02 per share (See Note 7). During November, 2015, the Company entered a Revenue Based Factoring Agreement with Qualified Merchant Group, Inc. (“QMG”). QMG purchased $67,500 of the Company’s future receipts for $50,000. In exchange for the purchased amount, the Company authorized QMG to ACH debit $459 daily from the Company’s bank account until QMG has received the purchase amount of $67,500. The loan is under personal guarantee by our President and CEO, Rik Deitsch. The Company has recorded debt discount of $17,500 at inception date. The debt discount was amortized over the term of the loan. Amortization for the debt discount for the year ended December 31, 2015 was $3,211. At December 31, 2015, the principal balance of the loan net of discount is $40,822. During May 2016, the loan was repaid in full and the debt discount was fully amortized. Amortization for the debt discount for the year ended December 31, 2016 was $14,289. On November 5, 2015, the Company received a loan for a total of $150,000 from a non-related party. The loan is repaid through scheduled payments through November 2, 2016 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $12,375 for the loan origination fees paid at inception date. The total loan cost of $12,375 was amortized over the term of the loan. Amortization for the year ended December 31, 2015 was $2,060. As of December 31, 2015, repayment of $19,030 was made. The interest expense for the year ended December 31, 2015 is $7,261. As of December 31, 2015, the principal balance of the loan net of discount is $120,655. During May 2016, the loan was repaid in full. The remaining loan cost of $10,315 was fully amortized during the year ended December 31, 2016. Amortization for the year ended December 31, 2016 was $10,315. The interest expense for the year ended December 31, 2016 was $14,229. · In December 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder would receive 100,000 shares restricted, common stock on the date that is 15 business days after the maturity date. On September 21, 2016, the Company owed principal balance of $10,000 plus accrued interest of $1,951. The total of $11,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)). The Noteholder waived the late payment penalty shares as a result of debt sales. The interest expense for the year ended December 31, 2016 and 2015 is $1,861 and $90, respectively. · In January 2016, the Company issued a promissory note to a non-related party in the amount of $100,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 68,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,969 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $2,969 was fully amortized during the year ended December 31, 2016. The interest expense for the year ended December 31, 2016 is $15, 270. During July 2016, the Company issued a total of 36,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $342. (See Note 7). During August, 2016, the principal and accrued interest was repaid in full. · In January 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 350,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,915 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,915 was fully amortized during the year ended December 31, 2016. At June 16, 2016, we owed principal balance of $50,000 plus accrued interest of $4,800. The total of $54,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)). In February 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the year ended December 31, 2016 is $2,042. During July 2016, the Company issued a total of 10,000,000 shares of the company’s restricted stock to settle the outstanding debt of $50,000 with accrued interest of $2,400 with the Note holder. The shares were recorded at a fair value of $90,000 or $0.009 per share (See Note 4 and 7). The Company recorded a loss of $37,600 during the year ended December 31, 2016. In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the year ended December 31, 2016 is $706. In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in six months from the execution and funding of the note. During May 2016, the Company issued a total of 2,500,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 and accounts payable of $15,000 with the Note holder. The shares were recorded at a fair value of $32,500 or $0.013 per share (See Note 4 and 7). The Company recorded a loss of $7,500 during the year ended December 31, 2016. · In May 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 500,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,036 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,036 was amortized over the term of the debt. The interest expense for the year ended December 31, 2016 was $11,800. Amortization for the debt discount for the year ended December 31, 2016 was $8,036. During December 2016, the Company issued a total of 350,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $5,775 (See Note 7). The loan is in default and negotiation of settlement. · In June 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 400,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $4,900 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $4,900 was amortized over the term of the debt. The interest expense for the year ended December 31, 2016 was $6,600. Amortization for the debt discount for the year ended December 31, 2016 was $4,900. During December 2016, the Company issued a total of 350,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $2,870 (See Note 7). The loan is in default and negotiation of settlement. · During August 2016, the Company issued a promissory note to a non-related party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 100,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $800 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $600 was amortized during the year ended December 31, 2016. The interest expense for the year ended December 31, 2016 is $16,500. At December 31, 2016, the principal balance of the loan net of discount is $149,800. During March 2017, the Company issued a total of 50,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $275 (See Note 11). The loan is in default and negotiation of settlement. On September 26, 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder would receive 100,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The interest expense for the year ended December 31, 2016 is $2,021. In October 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 600,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $4,330 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $4,330 will be amortized over the term of the debt. The interest expense for the year ended December 31, 2016 was $2,900. Amortization for the debt discount for the year ended December 31, 2016 was $2,165. At December 31, 2016, the principal balance of the loan net of discount is $47,835. During November 2016, the Company received a loan for a total of $150,000 from a non-related party. The loan is repaid through scheduled payments through June 2018 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $7,875 for the loan origination fees paid at inception date. The total loan cost of $7,875 is amortized over the term of the loan. Amortization for the year ended December 31, 2016 was $656. As of December 31, 2016, repayment of $10,648 was made. The interest expense for the year ended December 31, 2016 is $5,005. As of December 31, 2016, the principal balance of the loan net of discount is $132,133. During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At December 31, 2015, the convertible notes payable, at fair value, was recorded at $103,369. At December 31, 2016, the principal balance is $80,000 with accrued interest of $3,831. The Note expired on December 7, 2016 and reverted back as the promissory note (See Note 5 and 6(3)). (3) At December 31, 2016 and 2015, the balance of $1,423,012 and $999,580 consisted of the following convertible loans: In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%. With the conversions in2013 and 2014, one of the Notes was satisfied in full and the remaining balance of the other Note was $100,000 with a fair value of $125,980 at December 31, 2014 and matured on February 3, 2015. During June 2015, the conversion for a total of 196,850 shares of the company’s restricted stock was made in satisfying the note in the amount of $25,000 with a fair value of $43,716 (See Note 7). The remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 1, 2015 and August 1, 2015, the Company issued a total of 50,000 restricted shares with a fair value of $10,750 to the note holder in connection with the amendment of maturity date to February 3, 2016 (See Note 7). On February 10, 2016, the balance of $75,000 of was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note’s holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company’s restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7). On April 9, 2014, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on April 9, 2015, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.80, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $16,172. During June, 2015, the conversion for a total of 250,000 shares of the company’s restricted stock was made in satisfying the note in full with a fair value of $44,277 (See Note 7). During June 2014, $92,310 of Michael McDonald’s debt was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The note carries interest at 8% and is due on June 18, 2015, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $371,772. On June 18, 2014 and July 2, 2014, Coventry made a conversion of 219,535 and 107,337 shares of the company’s restricted stock satisfying $18,462 each (total $36,924) of the note with a fair value of $92,816 and $29,909, respectively. At December 31, 2014, the remaining balance of $55,386, at fair value, was recorded at $110,159 (See Note 5(2) and Note 6). On January 26, 2015, Coventry made a conversion of 461,548 shares of the company’s restricted stock satisfying the remaining of $55,386 of the note with a fair value of $146,912 (See Note 7). During the year ended December 31, 2015, $84,666 of Michael McDonald’s debt was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The note carries interest at 8% and is due in one year from the debt purchase date, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $83,589. During the year ended December 31, 2015, Coventry made the conversions of a total 1,324,341 shares of the company’s restricted stock satisfying the notes in full with a fair value of $201,894. · On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. During the year ended December 31, 2015, the Company recorded the first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At December 31, 2016 and 2015, these convertible notes payable, at fair value, was recorded at $3,474 and $8,824. On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC (“LG”). The note carries interest at 9% and is due on February 25, 2016, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty-one percent (61%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $49,541. On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. At August 17, 2015, the convertible note payable, at fair value, was recorded at $114,759. The Company has recorded loan costs in the amount of $3,250 for the loan origination fees paid at inception date. The total loan cost of $3,250 was fully amortized as of August 17, 2015. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $55,279. On August 26, 2015, Coventry made a conversion of 749,625 shares of the company’s restricted stock satisfying $50,000 of the note with a fair value of $128,478. On October 23, 2015, Coventry made a conversion of 451,846 shares of the company’s restricted stock satisfying the remaining of $20,875 of the note in full with a fair value of $44,363 (See Note 7). · On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. At December 31, 2015, the convertible notes payable, at fair value, was recorded at $54,452. During April, June and July 2016, a conversion of 5,114,285 shares of the company’s restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7). On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015, the Company received the fund for first three tranche of a total of $100,000. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $113,952. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. At December 31, 2015, the convertible note payable, at fair value, was recorded at $106,947 net of debt discount of $2,917. The Company has recorded loan costs in the amount of $8,000 for the loan origination fees paid at inception date. The total loan cost of $8,000 was amortized over the term of the loan. During the year ended December 31, 2016, the Company received the fund for $50,000, In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 for the year ended December 31, 2016. During January through November, 2016, Vista made conversions for a total of 19,916,103 shares of the company’s restricted stock satisfying remaining of the note in full with a fair value of $288,290 (See Note 7). The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the years ended December 31, 2016 and 2015 was $13,787 and $5,083, respectively. At December 31, 2016 and 2015, the convertible note payable, at fair value, was recorded at $0 and $106,947 net of debt discount of $0 and $2,917, respectively. · During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958. On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in conn |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. STOCKHOLDERS' DEFICIT Private Placements of Common Stock During March 2016, the Company sold 916,667 shares of restricted common stock to investors at a price per share of $0.06 and received proceeds of $55,000. The Company issued 916,667 warrants to purchase common stock at an exercise price of $0.10 per share. The warrants expire on March 31, 2017 (See Note 8). During September and October, 2015, the Company sold 1,637,334 shares of restricted common stock to investors at a price per share of $0.06 and received proceeds of $98,240. The Company issued 1,637,334 warrants to purchase common stock at an exercise price of $0.20 per share. The warrants expired on September 30, 2016 (See Note 8). During August, 2015, the Company sold 30,000 shares of restricted common stock to an investor at a price per share of $0.10 and received proceeds of $3,000. The Company issued 30,000 warrants to purchase common stock at an exercise price of $0.20 per share. The warrants expired on June 30, 2016 (See Note 8). During May through December, 2015, the Company sold 11,417,666 shares of restricted common stock to investors at a price per share of $0.06 and received proceeds of $685,060. The Company issued 11,417,666 warrants to purchase common stock at an exercise price of $0.20 per share. The warrants expired on June 30, 2016 (See Note 8). Shares Issued to Employees and Directors During July 2016, our Board of Directors approved the appointment of Dan Oran as our Director as well as a stock grant to Mr. Oran for 2,500,000 shares of our common stock as compensation for his service as Director. The share was valued at $23,750 or $0.0095 per share. Dan Oran made an initial investment of $100,000 to fund the operation of the Company. Following the receipt of the initial placement on July 20, 2016, the Company issued 12,500,000 shares in settlement of $100,000. During July 2016, our Board of Directors approved of Dale Vanderputten, PhD as our Chief Scientific Officer. The Company granted 2,500,000 shares of common stock as compensation for his service. The share was valued at $30,000 or $0.012 per share. During June, 2016, the Board of Directors approved a resolution for the issuance of a total of 10,900,000 shares of the Company’s restricted common stock to directors and employees of the Company. The issuance was valued at $147,150 or $0.0135 per share which was the stock price on the date of issuance. During July, 2015, the Board of Directors approved a resolution for the issuance of a total of 10,900,000 shares of the Company’s restricted common stock to directors and employees of the Company. The issuance was valued at $2,016,500 ($0.185 per share), which was the fair value of the Company’s common stock on the date of issuance. Common Stock Issued for Services During November 2016, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, a total of 3,000,000 shares of company’s restricted common stocks were issued. The share was valued at $0.012 per share. The Company recorded an equity compensation charge of $9,945 during the year ended December 31, 2016. The remaining unrecognized compensation cost of $26,055 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period. During July 2016, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, a total of 4,250,000 shares of company’s restricted common stocks were issued. The share was valued at $0.0084 per share. The Company recorded an equity compensation charge of $17,899 during the year ended December 31, 2016. The remaining unrecognized compensation cost of $17,801 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period. During July 2016, the Company signed agreements with a consultant for investor relation services for twelve months. In connection with the agreement, 500,000 shares of company’s restricted common stocks were issued. The share was valued at $0.0084 per share. The Company recorded an equity compensation charge of $2,156 during the year ended December 31, 2016. The remaining unrecognized compensation cost of $2,094 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period. During July 2016, the Company signed agreements with a consultant for investor relation services for three months. In connection with the agreement, 500,000 shares of company’s restricted common stocks were issued. The share was valued at $0.0084 per share. The Company recorded an equity compensation charge of $4,200 during the year ended December 31, 2016. During July 2016, the Company signed agreements with a consultant for investor relation services for six months. In connection with the agreement, 1,200,000 shares of company’s restricted common stocks were issued. The share was valued at $0.0084 per share. The Company recorded an equity compensation charge of $7,581 during the year ended December 31, 2016. The remaining unrecognized compensation cost of $2,499 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period. During July 2016, the Company signed agreements with a consultant for investor relation services for twelve months. In connection with the agreement, 500,000 shares of company’s restricted common stocks were issued. The share was valued at $0.0084 per share. The Company recorded an equity compensation charge of $2,106 during the year ended December 31, 2016. The remaining unrecognized compensation cost of $2,094 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period. During July 2016, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, a total of 625,000 shares of company’s restricted common stocks were issued. The share was valued at $0.009 per share. The Company recorded an equity compensation charge of $2,543 during the year ended December 31, 2016. The remaining unrecognized compensation cost of $3,082 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period. During July 2016, the Company signed an agreement with a consultant for legal services. In connection with the agreement, a total of 1,000,000 shares of company’s restricted common stocks were issued as retainer. The share was valued at $0.009 per share. The Company recorded an equity compensation charge of $9,000 during the year ended December 31, 2016. During July 2016, the Company signed an agreement with a consultant for services rendered. In connection with the agreement, 1,000,000 shares of company’s restricted common stocks were issued. The share was valued at $0.009 per share. The Company recorded an equity compensation charge of $9,000 during the year ended December 31, 2016. During April 2016, the Company signed an agreement with Greentree Financial Group, Inc. (“Greentree”) for consulting services for six months. In connection with the agreement, 700,000 shares of company’s restricted common stocks were issued. The share was valued at $0.018 per share. The Company recorded an equity compensation charge of $12,600 during the year ended December 31, 2016. During October 2015, the Company signed an agreement with a consultant for consulting services for three months. In connection with the agreement, 110,000 shares of company’s restricted common stocks were issued with a fair value of $8,305. The issuance was valued at $0.0755 per share. During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of company’s restricted common stocks were granted. 1,000,000 shares of Common Stock of the Company were issued on the date of execution of the agreement. 500,000 shares of Common Stock of the Company are to be issued quarterly, beginning on the first day of the third month following the effective date. Cash payment of $3,000 is expected to be paid on a monthly basis. The 2,500,000 shares granted are valued at the end of each quarter until the consultants complete their performance in October 2016. The 2,500,000 shares granted were valued at $0.0127 per share which is the stock price at October 15, 2016. The Company has incurred an equity compensation charge of $31,750 as of December 31, 2016. The Company has recorded the $12,700 in equity for the 1,000,000 shares issued and accrued $19,050 in accrued expense as the 1,500,000 shares of stocks granted on January 15, 2016, April 15, 2016 and July 15, 2016 have not been issued as of December 31, 2016 (See Note 9). During September 2015, the Company signed an agreement with a consultant for investor relation services for three months. In connection with the agreement, 200,000 shares of company’s restricted common stocks were issued. The share was valued at $0.10 per share. The Company recorded an equity compensation charge of $19,800 during the year ended December 31, 2015. During September 2015, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 250,000 shares of company’s restricted common stocks were issued. The share was valued at $0.12 per share. The Company recorded an equity compensation charge of $22,295 and $7,705 during the years ended December 31, 2016 and 2015. During September 2015, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 300,000 shares of company’s restricted common stocks were issued. The share was valued at $0.12 per share. The Company recorded an equity compensation charge of $$26,754 and $9,246 during the years ended December 31, 2016 and 2015. During August 2015, the Company signed an agreement with a consultant for investor relation services for six months. In connection with the agreement, 750,000 shares of company’s restricted common stocks were issued. The share was valued at $0.15 per share. The Company recorded an equity compensation charge of $19,565 and $92,935 during the year ended December 31, 2016 and 2015. During August 2015, the Company signed an agreement with two consultants for investor relation services for six months. In connection with the agreement, 500,000 shares of company’s restricted common stocks were issued. The share was valued at $0.15 per share. The Company recorded an equity compensation charge of $13,043 and $61,957 during the years ended December 31, 2016 and 2015. During May 2015, the Company signed an agreement with a consultant for investor relation services for one month. In connection with the agreement, 200,000 shares of company’s restricted common stocks were issued with a fair value of $26,000. The share was valued at $0.13 per share. During March 2015, the Company issued 1,250,000 shares of the Company’s restricted common stock to a consultant for services for a year. The share was valued at $0.104 per share. The Company recorded an equity compensation charge of $28,227 ad $101,773 during the years ended December 31, 2016 and 2015. During February 2015, the Company signed an agreement with a consultant for investor relation services for one month. In connection with the agreement, 50,000 shares of company’s restricted common stocks were issued with a fair value of $14,000. The share was valued at $0.28 per share. During January 2015, the Company signed an agreement with a consultant for investor relation services for one month. In connection with the agreement, 100,000 shares of company’s restricted common stocks were issued with a fair value of $24,400. The share was valued at $0.244 per share. During January 2015, the Company issued 250,000 shares of the Company’s restricted common stock to a consultant for services for six months. The share was valued at $0.244 per share. The Company recorded an equity compensation charge of $61,000 during the year ended December 31, 2015. During November 2014, the Company issued 50,000 shares of the Company’s restricted common stock to a consultant for services for one year. The share was valued at $0.32 per share. The Company recorded an equity compensation charge of $1,929 during the year ended December 31, 2014 and $14,071 for the year ended December 31, 2015. During November 2014, the Company issued 125,000 shares of the Company’s restricted common stock to a consultant for services for one year. The share was valued at $0.288 per share. The Company recorded an equity compensation charge of $5,918 during the year ended December 31, 2014 and $30,082 for the year ended December 31, 2015. During June 2014, the Company issued 125,000 shares of the Company’s restricted common stock to a consultant for services for one year. The share was valued at $0.34 per share. The Company recorded an equity compensation charge of $22,938 during the year ended December 31, 2014 and $19,561 for the year ended December 31, 2015. Common Stock Issued for Debt Modification During December 2016, the Company issued a total of 700,000 restricted shares to the Michael McDonald Trust due to the default on repayment of the promissory notes of $75,000 and $50,000 originated in May and June 2016. The shares were valued at a fair value of $8,645 (See Note 6). During July 2016, the Company issued a total of 36,000 restricted shares to a Note holder due to the default on repayment of the promissory note of $100,000. The shares were valued at a fair value of $342 (See Note 6). During February and August, 2015, the Company amended the maturity dates for notes of $100,000 from a non-related party to August 3, 2015 and February 3, 2016, respectively. The Company issued 25,000 restricted shares each (total 50,000 shares) to the note holder per the amendment. The shares were valued at a fair value of $7,000 and $3,750, respectively (See Note 6). During February 2015, the Company issued a total of 25,000 restricted shares to the Michael McDonald Trust due to the default on repayment of the promissory note of $75,000. The shares were valued at a fair value of $6,000 (See Note 6). Common Stock Issued with Debts In December 2016, in connection with the issuance of a convertible note payable to a non-related party in the amount of $66,500 which is due in nine months from the funding of the note, the Company issued a total of 4,532,810 shares of common stock with a fair value of $49,861 as part of the agreement (See Note 6). In October 2016, in connection with the issuance of a note payable to a non-related party in the amount of $50,000 which is due in six months from the funding of the note, the Company issued a total of 600,000 shares of common stock with a fair value of $4,330 as part of the agreement (See Note 6). In August 2016, in connection with the issuance of a note payable to a non-related party in the amount of $150,000 which is due in six months from the funding of the note, the Company issued a total of 100,000 shares of common stock with a fair value of $800 as part of the agreement (See Note 6). In August 2016, in connection with the issuance of a note payable to a company owned by one of our director in the amount of $100,000 which is due in three months from the funding of the note, the Company issued a total of 200,000 shares of common stock with a fair value of $1,768 as part of the agreement (See Note 6). In August 2016, in connection with the issuance of a note payable to a company owned by one of our director in the amount of $100,000 which is due in three months from the funding of the note, the Company issued a total of 200,000 shares of common stock with a fair value of $1,768 as part of the agreement (See Note 6). In July 2016, in connection with the issuance of a note payable to a non-related party in the amount of $50,000 which is due in six months from the funding of the note, the Company issued a total of 300,000 shares of common stock with a fair value of $2,345 as part of the agreement (See Note 6). In June 2016, in connection with the issuance of a note payable to a non-related party in the amount of $50,000 which is due in six months from the funding of the note, the Company issued a total of 400,000 shares of common stock with a fair value of $4,900 as part of the agreement (See Note 6). In May 2016, in connection with the issuance of a note payable to a non-related party in the amount of $75,000 which is due in six months from the funding of the note, the Company issued a total of 500,000 shares of common stock with a fair value of $8,036 as part of the agreement (See Note 6). In January 2016, in connection with the issuance of a note payable to a non-related party in the amount of $100,000 which is due in six months from the funding of the note, the Company issued a total of 68,000 shares of common stock with a fair value of $2,969 as part of the agreement (See Note 6). In January 2016, in connection with the issuance of a note payable to a non-related party in the amount of $50,000 which is due in six months from the funding of the note, the Company issued a total of 350,000 shares of common stock with a fair value of $8,915 as part of the agreement (See Note 6). In December 2015, in connection with the issuance of a convertible note to a non-related party in the amount of $65,000 which is due in one year from the funding of the note. The Company also issued a total of 300,000 shares of common stock with a fair value of $15,810 as part of the agreement (See Note 6). During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440 (See Note 6 and 8). In April 2015, in connection with the issuance of two notes to two non-related Parties in the amount of $550,000 which is due in nine months from the funding of the note. The Company also issued a total of 125,000 shares of common stocks as part of the agreement (See Note 6). Common Stock Held in Escrow On July 27, 2011 the Company issued 5,714,286 shares of free trading common stock in certificate form which is held in escrow as security under an agreement reached with Liquid Packaging Resources, Inc. (“LPR”) on August 2, 2011(See Note 4 and 6). Common Stock Issued for Settlement of Accounts Payable & Debt During September 2016, the Company issued a total of 1,250,000 shares of the company’s restricted stock to settle accounts payable of $10,000 with the Note holder. The shares were recorded at a fair value of $11,875 or $0.0095 per share (See Note 4). The Company recorded a loss of $1,875 during the year ended December 31, 2016. During September 2016, the Company issued 550,000 shares of the company’s restricted stock (See Note 4 and 9) to settle the accrued expense in aggregate of $126,000 with a consultant. The shares were valued of $91,245 at the stock price ranged from $0.08 to $0.21. During July 2016, the Company issued 14,000,000 shares of the company’s restricted stock (See Note 4) to settle the outstanding commissions’ payable in aggregate of $70,000 with TCN. The shares were valued at $0.009 per share. The Company recorded a loss of $56,000 as a selling expense during the year ended December 31, 2016. During July 2016, the Company issued a total of 10,000,000 shares of the company’s restricted stock to settle the outstanding debt of $50,000 with accrued interest of $2,400 with the Note holder. The shares were recorded at a fair value of $90,000 or $0.009 per share (See Note 4 and 7). The Company recorded a loss of $37,600 during the year ended December 31, 2016. In June 2016, Mr. Deitsch accepted a total of 15,000,000 shares of the Company’s restricted common stock as a repayment to discharge $100,000 of his outstanding loan (See Note 5). The shares were valued at the note payable amount due to the fact that it was a related party transaction. In December 2016, Mr. Deitsch accepted 15,000,000 shares of the Company’s restricted common stock as a payment to discharge $75,000 of his accrued salary. During March 2016, the Company issued a total of 1,000,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 with accrued interest of $1,262 with the Note holder. The shares were recorded at a fair value of $19,900 or $0.0199 per share (See Note 4 and 6). The Company recorded a loss of $8,638 during the year ended December 31, 2016. During October 2015, the Company issued 2,200,000 shares of the company’s restricted stock and 2,200,000 warrants (See Note 4) to settle the outstanding commissions’ payable in aggregate of $77,000 with TCN. The shares were valued at $0.1035 per share and the warrants were valued at $0.0475 per share. The Company recorded a loss of $255,215 as a selling expense during the year ended December 31, 2015. During July 2015, the Company issued a total of 4,400,000 shares of the company’s restricted stock and 4,400,000 warrants (See Note 4) to settle the outstanding commissions’ payable in aggregate of $59,000 with TCN. The shares were valued at $0.185 per share and the warrants were valued at $0.1009 per share. The Company recorded a loss of $1,198,773 as a selling expense during the year ended December 31, 2015. During June 2015, the Company issued a total of 150,000 shares of the company’s restricted stock to settle the outstanding legal fees in aggregate of $15,000 with a vendor. The shares were recorded at a fair value of $28,500 or $0.19 per share. Common Stock Issued for Conversion of Debt During September through December 2016, Coventry made conversions of 24,166,666 shares of the company’s restricted stock satisfying the Note of $100,000 in full with a fair value of $263,656 (See Note 6). Date Number of Fair Value of shares converted Debt Converted 9/14/2016 5,000,000 $48,354 10/14/2016 8,000,000 99,575 12/6/2016 11,166,666 115,727 During October 2016, Greentree made conversions of 8,603,469 shares of the company’s restricted stock satisfying the Note of $40,000 in full with a fair value of $78,634 (See Note 6). Date Number of Fair Value of shares converted Debt Converted 10/6/2016 4,000,000 $36,884 10/18/2016 4,603,469 41,750 During November 2016, Greentree made a conversion of 5,274,262 shares of the company’s restricted stock satisfying the $25,000 of the Note of $50,000 with a fair value of $44,008 (See Note 6) During May 2016, the Company issued a total of 2,500,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 and accounts payable of $15,000 with the Note holder. The shares were recorded at a fair value of $32,500 or $0.013 per share (See Note 4 and 6). The Company recorded a loss of $7,500 during the year ended December 31, 2016. Following the assignment of debt of $144,642 on December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company’s restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company’s restricted stock satisfying the note in full with a fair value of $198,546 (See Note 6). Date Number of Fair Value of shares converted Debt Converted 12/15/2015 1,322,751 $112,447 1/5/2016 1,872,659 93,838 2/3/2016 757,575 19,960 2/11/2016 800,000 32,413 2/23/2016 1,171,360 33,666 3/7/2016 892,857 18,669 Following the assignment of debt of $27,300 in August 2015, Coventry made a conversion of 5,114,285 shares of the company’s restricted stock satisfying the Note in full with a fair value of $51,065 during 2016 (See Note 6). Date Number of Fair Value of shares converted Debt Converted 4/14/2016 1,111,111 $18,213 6/6/2016 2,380,952 $20,143 7/13/2016 1,622,222 $12,709 Following the assignment of debt of $28,929 in December 2015, Coventry made a conversion of 6,602,142 shares of the company’s restricted stock satisfying the Note in full with a fair value of $73,441 during 2016 (See Note 6). Date Number of Fair Value of shares converted Debt Converted 7/28/2016 4,000,000 $51,827 8/31/2016 2,602,142 $21,614 During the year ended December 31, 2015 and year ended December 31, 2016, Vista made conversions for a total of 1,456,440 and 19,916,103 satisfying $60,870 and $121,739 of the note in full with a fair value of $131,125 and $288,290, respectively (See Note 6). Date Number of Fair Value of shares converted Debt Converted 8/28/2015 300,000 $36,000 9/29/2015 300,000 22,037 11/2/2015 300,000 25,239 12/3/2015 275,000 22,645 12/8/2015 281,440 25,203 1/5/2016 350,000 15,998 1/20/2016 550,000 15,218 2/2/2016 550,000 13,255 2/12/2016 1,000,000 60,449 2/29/2016 1,100,000 23,669 6/21/2016 1,979,578 27,086 8/29/2016 2,000,000 14,476 9/28/2016 2,500,000 19,220 10/17/2016 5,000,000 53,436 11/10/2016 4,886,525 45,483 During January through June, 2016, the Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of notes payable of $275,000 originated in April 2015 with a fair value of $321,805(See Note 6). Date Number of Fair Value of shares converted Debt Converted 1/13/2016 1,748,252 $42,308 2/8/2016 2,000,000 51,404 2/18/2016 1,000,000 33,666 3/16/2016 3,600,000 37,800 5/6/2016 2,500,000 47,500 6/13/2016 3,200,000 26,800 7/13/2016 3,500,000 22,927 8/30/2016 6,000,000 59,400 Following the assignment of Note of $75,000 in February 2016, a conversion of 6,696,428 shares of the company’s restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 6) during March 2016. Following the assignment of LG’s debt of $70,875 in August 2015, Coventry made a conversion of a total of 749,625 shares of the company’s restricted stock satisfying $50,000 of the note with a fair value of $128,478. On October 23, 2015, Coventry made another conversion of 451,846 shares of the company’s restricted stock satisfying the remaining of $20,875 of the note in full with a fair value of $44,363 (See Note 6). Following the assignment of Michael McDonald’s debt of $84,666 in the year ended December 31, 2015, Coventry made the following conversions of a total of 1,324,341 shares of the company’s restricted stock satisfying the notes in full with a fair value of $201,894 (See Note 6). Date Number of shares converted Fair Value of Debt Converted 4/20/2015 489,964 $60,034 6/03/2015 453,000 $68,392 6/22/2015 381,377 $73,468 During June 2015, one of the convertible Notes holders made the conversion of 196,850 shares of the company’s restricted stock satisfying the notes in the amount of $25,000 with a fair value of $43,716 (See Note 6). During June, 2015, Coventry made the conversion for a total of 250,000 shares of the company’s restricted stock in satisfying the note of $20,000 in full with a fair value of $44,277 (See Note 6). During January 2015, Mr. Deitsch accepted a total of 125,000 shares of the Company’s restricted common stock as a repayment to discharge $10,000 of his outstanding loan to the Company (See Note 5). The shares were valued at the note payable amount due to the fact that it was a related party transaction. During January 2015, Castaldo converted for a total of 71,429 shares of the company’s restricted stock, with a fair value of $17,428 (See Note 6). Following the assignment of Michael McDonald’s debt of $92,310 in June 2014, On January 26, 2015, Coventry made the third conversion of 461,548 shares of the company’s restricted stock satisfying the remaining of $55,386 of the note with a fair value of $146,912 (See Note 6). Stock Split On April 20, 2015, the Company declared a 1 for 40 reverse common stock split to stockholders. The Stock Split was effectuated on May 18, 2015 based upon filing the appropriate documentation with FINRA. Per share and weighted average amounts have been retroactively restated in the accompanying financial statements and related notes to reflect this stock split. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options and Warrants [Abstract] | |
Stock Options and Warrants [Text Block] | 8. STOCK OPTIONS AND WARRANTS Common Stock Warrants On March 3, 2016, in connection with the issuance of a convertible note, the Company granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company’s common stock at an exercise price of $0.03 per share. The warrants were valued at their fair value of $48,774 and $19,370 using the Black-Scholes method on March 3, 2016 and December 31, 2016, respectively. The warrants expire on March 3, 2021(See Note 6). On April 4, 2016, in connection with the issuance of convertible notes, the Company granted three-year warrants to purchase an aggregate of 4,000,000 shares of the Company’s common stock at an exercise price of $0.05 per share. The warrants were valued at their fair value of $61,544 and $24,728 using the Black-Scholes method on April 4, 2016 and December 31, 2016, respectively. The warrants expire on April 4, 2019(See Note 6). During July 2015, the Company issued a total of 4,400,000 shares of the company’s restricted stock and 4,400,000 warrants to settle the outstanding commissions’ payable in aggregate of $59,000 with TCN. The shares were valued at $0.185 per share and the warrants were valued at $0.1009 per share. The warrants expired on June 30, 2016 (See Note 7). During October, 2016, warrants were re-priced from exercise prices from $0.20 per share to an exercise price of $0.05 per share, the expiration dates were extended to March 31, 2017. The warrants were valued at their fair value of $1,463 using the Black-Scholes method at December 31, 2016. During April 2015, the Company issued a total of 2,000,000 warrants to purchase common stock at an exercise price of $0.35 per share in connection with issuance of two convertible notes payable. The warrants expire on April 14, 2017 (See Note 7). During April, 2014, the Company issued a total of 100,000 warrants to purchase common stock at an exercise price of $1.00 per share in connection with issuance of a convertible note payable to Coventry. The warrants expire on April 9, 2019 (See Note 7). From time to time, we issue warrants to purchase our common stock. These warrants have been issued for cash in conjunction with the private placement of shares of our common stock. During March 2016, the Company issued 916,667 warrants to purchase common stock at an exercise price of $0.10 per share. The warrants expire on March 31, 2017 (See Note 7). During October, 2016, warrants were re-priced from exercise prices from $0.20 per share to an exercise price of $0.05 per share, the expiration dates were extended to March 31, 2017. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440 (See Note 7). During September and October, 2015, the Company issued 1,637,334 warrants to purchase common stock at an exercise price of $0.20 per share. The warrants expired on September 30, 2016 (See Note 7). During October, 2016, warrants were re-priced from exercise prices from $0.20 per share to an exercise price of $0.05 per share, the expiration dates were extended to March 31, 2017. During May through December, 2015, the Company issued 11,447,666 warrants to purchase common stock at an exercise price of $0.20 per share. The warrants expired on June 30, 2016 (See Note 7). During October, 2016, warrants were re-priced from exercise prices from $0.20 per share to an exercise price of $0.05 per share, the expiration dates were extended to March 31, 2017. During January 2014, the Company issued a total of 300,000 warrants to purchase common stock at an exercise price of $1.20 per share in connection with the private placement offerings. The warrants expired on December 31, 2015. During December 2013, the Company issued a total of 250,000 warrants to purchase common stock at an exercise price of $1.20 per share in connection with the private placement offerings. The warrants expired on December 31, 2015. During November 2011, the Company issued a total of 41,667 warrants to purchase common stock at an exercise price of $6 per share in connection with the private placement offerings. The warrants expired on November 8, 2015. A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the years ended December 31, 2016 and 2015: Number Of shares Weighted average exercise price Balance December 31, 2014 1,606,667 $ 1.92 Exercised (1,000,000) - Issued 21,685,000 $ 1.11 Forfeited (566,667) - Balance December 31, 2015 21,725,000 $ 0.95 Exercised - - Issued 27,101,667 $ 0.02 Forfeited (19,685,000) - Balance December 31, 2016 29,141,667 $ 0.03 The following table summarizes information about fixed-price warrants outstanding as of December 31, 2016 and 2015 : Exercise Price Weighted Average Number Outstanding Weighted Average Contractual Life Weighted Average Exercise Price 2015 $ 0.20-6.0 21,700,000 0.70 years $ 0.95 2016 $ 0.03-1.00 29,141,667 0.91 years $ 0.03 As of December 31, 2016, the aggregate intrinsic value of all stock options and warrants outstanding and expected to vest was $0. The intrinsic value of each option share is the difference between the fair value of our common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.0082, closing stock price of our common stock on December 31, 2016. There were no in-the-money warrants at December 31, 2016. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 9. INCOME TAXES The Company’s tax expense differs from the “expected” tax expense for the years ended December 31, 2016 and 2015, (computed by applying the Federal Corporate tax rate of 34% to loss before taxes and 5.5% for Florida State Corporate Taxes, the blended rate used was 37.63%), are approximately as follows: December 31, 2016 2015 Computed “expected” tax expense (benefit) - Federal $ (1,084,483) $ (1,777,507) Computed “expected” tax expense (benefit) - State (185,641) (304,273) Permanent differences 620,615 1,874,050 Change in valuation allowance 649,509 207,730 $ - $ - 2016 2015 Current portion of net deferred income tax assets: Accrued salary $ 249,976 $ 207,730 Inventory Reserve 69,254 - Valuation allowance (319,230) (207,730) Current net deferred income tax asset $ - $ - Non- current portion of net deferred income tax asset Net operating loss carryforwards $ 12,667,206 $ 12,143,139 Valuation allowance (12,667,206) (12,143,139) Non-current net deferred income tax asset $ - $ - Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, we have provided a valuation allowance to fully reserve such assets. As of December 31, 2016, the Company has net operating loss carryforwards of approximately $33,663,000 available to offset future taxable income in various years through December 31, 2035. The significant difference between such net operating loss carryforwards and our accumulated deficit of approximately $19,696,000 results primarily from stock based compensation and debt settlements which are considered to be permanent differences. The valuation allowances increased by approximately $649,000 and $207,000 for the years ended December 31, 2016 and 2015, respectively. The Company’s 2012 to 2015 tax returns are subject to examination by Internal Revenue Services and State Taxing Agency’s. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. COMMITMENTS AND CONTINGENCIES Operating Leases In February 2013, Nutra Pharma entered into an operating lease for monthly payments of approximately $3,500 for three years and expired in January 2016. In February 2016, Nutra Pharma entered into a new operating lease for monthly payments of approximately $3,200 for three years and expires in February 2019. ReceptoPharm leases a lab and renewed its operating lease agreement for five years in July of 2012. The lease requires monthly payments of approximately $6,400 from August 1, 2012 through August 1, 2017. The lease was renewed in February 2016 for another five years beginning August 1, 2017. Future minimum payments under these lease agreements, including the extension period, are approximately as follows: Years ended December 31, Total 2017 $ 121,433 2018 126,494 2019 88,513 2020 233,861 Thereafter 145,870 $ 570,301 Rent expense in 2016 and 2015 approximated $116,257 and $126,339, respectively. The Company sublets approximately 3779 square feet of its space to Nationwide Laboratory Services, Inc. for one year started from April 2015. The rent for the first three months is $1,500 for the first three months, and then the rent will be increased by $100 per month until the sum of $2,200 per month is attained. During the year ended December 31, 2015, the Company recorded a rental income of $27,564 which included the rent and utilities. During the year ended December 31, 2016, the Company recorded a rental income of $19,381 which included the rent and utilities. The sub-lease ended on April 30, 2016. Consulting Agreements During July 2015, the Company signed an agreement with a consulting company for consulting services for five years. In connection with the agreement, 500,000 shares of company’s restricted common stocks and a one year note of $50,000 with 8% interest were granted. The share was valued at $0.18 per share. The stocks and note payable have not been issued as of December 31, 2016. The Company has accrued the $142, 500 in accrued expense and recorded as an equity compensation charge during the year ended December 31, 2015. The accrued balance has not changed as of December 31, 2016. During July 2015, the Company signed an agreement with a consultant for investor relation services for two months. In connection with the agreement, 400,000 shares of company’s restricted common stocks were granted with a fair value of $84,000. The share was valued at $0.21 per share. During August 2015, the Company signed an extension agreement with the consultant for a month. In connection with the agreement, 200,000 shares of company’s restricted common stocks were issued with a fair value of $32,000. The share was valued at $0.16 per share. The stocks have not been issued as of December 31, 2016. The Company has accrued the $126,000 in accrued expense and recorded as an equity compensation charge during the year ended December 31, 2015. The accrued balance has not changed as of December 31, 2016. During September 2016, the Company issued 550,000 shares of the company’s restricted stock (See Note 4 and 7) to settle the accrued expense of $126,000. The shares were valued of $91,245 at the stock price ranged from $0.08 to $0.21. During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of company’s restricted common stocks were granted. 1,000,000 shares of Common Stock of the Company were issued on the date of execution of the agreement. 500,000 shares of Common Stock of the Company are to be issued quarterly, beginning on the first day of the third month following the effective date. Cash payment of $3,000 is expected to be paid on a monthly basis. The 2,500,000 shares granted are valued at the end of each quarter until the consultants complete their performance in October 2016. The 2,500,000 shares granted were valued at $0.0127 per share which is the stock price at October 15, 2016. The Company has incurred an equity compensation charge of $31,750 as of December 31, 2016. The Company has recorded the $12,700 in equity for the 1,000,000 shares issued and accrued $19,050 in accrued expense as the 1,500,000 shares of stocks granted on January 15, 2016, April 15, 2016 and July 15, 2016 have not been issued as of December 31, 2016 (See Note 7). On March 28, 2016, the Company signed an expansion agreement with a consulting company to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. The three-year warrants to purchase 2,000,000 shares of the Company’s common stock with an exercise price of $0.05 per share were also issued (See Note 6). Litigation Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc. On June 1, 2015, ReceptoPharm entered into a settlement agreement with Patricia Meding, a former officer and shareholder of ReceptoPharm. The settlement relates to a lawsuit filed by Ms. Meding against ReceptoPharm (Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc., Index No.: 18247/06, New York Supreme Court, Queens County) in which she claimed to own certain shares of ReceptoPharm stock and claimed to be owed amounts on a series of promissory notes allegedly executed in 2001 and 2002. The settlement agreement executed on June 1, 2015 provides that ReceptoPharm will pay Ms. Meding a total of $360,000 over 35 months. The first payment of $20,000 was made on July 1, 2015. A second payment of $20,000 was made on August 17, 2015 with 32 subsequent monthly $10,000 payments due on the 15th of every month thereafter. To date, ReceptoPharm has made all monthly payments due under the agreement. In the event of default on any of the payments due under the settlement agreement, the settlement amount would increase by an additional $200,000. As of December 31, 2016, the Company has accrued the legal settlement amount at present value of $147,179 and an additional contingency of $200,000. The settlement agreement is personally guaranteed by Rik Deitsch, our CEO. Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik “Rik” Deitsch On April 21, 2011, Nutra Pharma Corp. and its CEO, Erik Deitsch, were named as defendants in Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik “Rik” Deitsch Mr. Deitsch and Nutra Pharma Corp. then removed the action to the United States District Court, Northern District of Georgia, Civil Action No. 11-CV-01663-ODE. After removal, LPR amended the Complaint to assert that Nutra Pharma Corp. and Mr. Deitsch were the alter egos of the alleged other companies through whom the subject orders were placed and therefore should be considered one and the same. Mr. Deitsch and Nutra Pharma Corp. moved to dismiss the Complaint on several grounds including statute of frauds, failure to state a claim, and jurisdiction (only for Mr. Deitsch). Mr. Deitsch and Nutra Pharma Corp. believe the suit is without merit. After September 30, 2011, at LPR's request, the parties mediated the dispute before LPR responded to the Motion to Dismiss. At the mediation, the parties worked out an agreement whereby Nutra Pharma Corp. would purchase from LPR the components LPR purchased from third parties at an amount slightly less than the principal amount of the suit and on terms acceptable to us. The agreed price was $350,000 payable over 7 months in equal $50,000 amounts. This agreement was reached by us because it provided tangible value in exchange for the purchase price rather than incurring the expense of litigation, which would likely be substantial and not recouped. While Nutra Pharma Corp. had counterclaims we could assert, we believe this was a practical resolution. The settlement allowed us to take possession of the components prior to full payment and, in exchange, provided security to LPR in the form of our stock valued at $400,000 at the time of issuance. The stock can only be sold in event of a default of the payment schedule. The litigation was dismissed in August of 2011. We made the August, September and November payments (totaling $150,000) in a timely fashion. We were late for the payment due October 15, 2011 and requested an accommodation from LPR, eventually paying an extra $5,000 towards that payment. At December 31, 2011, Nutra Pharma Corp. had made total payments of $205,000 with an additional $150,000 owed. In order to allow us to skip the December payment, LPR agreed to another accommodation whereby we would pay both the December and January payment with an additional $10,000 on or before January 16, 2012. We were unable to make this payment and on January 26, 2012 signed an amended payment schedule adding an additional $15,000 for a total of $175,000 owed. Our CEO, Rik Deitsch, added additional collateral stock in a separate company that he held personally. $25,000 was paid in January, with subsequent payments of $30,000 due monthly on the 15th of March through the 15th of July, 2012. We failed to make the March payment and was subsequently called in default of the Agreement. Under the original agreement, if we are in default of the agreement, LPR has the right to sell shares of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 representing the new total cash amount due to LPR by the Company. On June 11, 2012, LPR sold their debt to Southridge Partners, LLP in an agreement to be paid out over time. In August, 2013, LPR cancelled their agreement with Southridge Partners, LLP. As of December 31, 2016, LPR continues to hold the collateral stock. We are currently negotiating a settlement with LPR. Upon the settlement of the outstanding debt, LPR will return the collateral shares to the Company. Involuntary Petition of Bankruptcy On August 31, 2012, certain former ReceptoPharm employees and a former ReceptoPharm consultant filed a Petition for Involuntary Bankruptcy against us in the United States Bankruptcy Court, Southern District of Florida. The Petitioners originally claimed they were owed $990,927 from Nutra Pharma in the form of accrued wages and promissory notes, but amended their claim to $816,662 in a subsequent filing. In response to the Petition, we filed a motion to dismiss the action. On September 30, 2013, the Company entered into a settlement agreement with the Petitioners and the bankruptcy action was dismissed. In full and final satisfaction of all claims, the settlement agreement provides for payment to the Petitioners of a total sum of $350,000. As of December 31, 2016, $35,000 has been paid. As set forth below, the Petitioners have now filed a complaint in the 17 th Judicial Circuit in and for Broward County, Florida to recover amounts allegedly owing to them under the settlement agreement. Paul Reid et al. v. Nutra Pharma Corp. et al. On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17 th Judicial Circuit in and for Broward County, Florida against Nutra Pharma and Receptopharm to recover amounts allegedly owing to them under the settlement agreement reached in the involuntary bankruptcy action referenced above. On September 28, 2016, Nutra Pharma and Receptopharm filed a motion to dismiss the lawsuit. That motion is currently pending. Nutra Pharma and Receptopharm believe that the lawsuit is without merit and also intend to file a counterclaim against these former employees/consultants for misconduct that Nutra Pharma discovered after execution of the aforementioned settlement agreement. We intend to vigorously contest this matter. During December 2015, the Petitioner's claims and accruals for a total of $1,085,468 that have passed the statute of limitation were written off, included in the amount was the accrued salary of $815,747, officer’s loan and accrued interest for $129,466, salary and payroll tax payable of $140,255. Since the Petitioners can only reinforce the settlement amount due to passing of statute of limitation, the Company has accrued the settlement for $315,000 and recorded the gain on settlement of $770,968 in other income for the year ended December 31, 2015. The accrued balance for the settlement has not changed as of December 31, 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. SUBSEQUENT EVENTS Convertible Notes Payable and Stocks issued with Debt On January 26, 2017, the convertible note payable of $50,000 originated on July 13, 2017 with accrued interest of $56,457 was restated. The principal amount of the restated Note is $56,567 bearing monthly interest rate of 2.5%. The restated Note is due on July 26, 2017 and convertible at $0.05 per share. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch. During January 2017, the Company issued a Convertible Debenture in the amount of $40,000 to a non-related party. The note carries interest at 8% and is due on January 17, 2018, unless previously converted into shares of restricted common stock. The Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price sixty percent of the lowest closing bid price of the Company’s Common Stock for the twenty prior trading days including the conversion date. On March 30, 2017, the Company issued a Convertible Debenture in the amount of $80,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 8% and is due on March 30, 2018, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price fifty-five percent (55%) of the lowest closing bid price of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuances of the Note, the Company also granted three-year warrants purchasing an aggregate of 6,000,000 shares of the Company’s common stock at an exercise price of $0.005 per share. On March 30, 2017, the Company issued an additional Convertible Debenture in the amount of $80,000 to Coventry. The note carries interest at 8% and is due on March 30, 2018. The Note was paid for by the issuance of an offsetting $80,000 secured note (Back End Note) issued to the Company by Coventry provided that prior to conversion of the Note, Coventry must have paid off the Note in cash. Coventry promises to pay the Company $80,000 no later than September 30, 2017. The back end note was secured by assets with a fair market value of not less than $80,000. On February 3, 2017, the Company signed a Secured & Collateralized Convertible Promissory Note for In February 2017, the Company issued a Convertible Promissory Note for $53,000 to a non-related party. The note carries interest at 12% annually and are due November 12, 2017. The note holder has the right to convert the note into shares of Common Stock at a price of sixty percent (60%) of the average of the three lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. During March 2017, the Company issued a Convertible Debenture in the amount of $66,500 to Labrys Fund, LP (“Labrys”). The note carries interest at 12% and is due on September 10, 2017, unless previously converted into shares of restricted common stock. Labrys has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the lowest trading price of the Company’s Common Stock for the twenty trading days preceding the conversion date. Common Stock Issued for Debt Conversions During March 2017, Coventry made a conversion of 15,500,000 shares of the company’s restricted stock satisfying $43,400 of the Note of $100,000 funded in September 2016. During March, 2017, the Note holder made a conversion of 8,000,000 shares of stocks satisfying $17,117 of the principal balance and $1,000 of accrued interest for the Note of $45,000 originated in August 2016. During February and March 2017, LG made the conversions of a total of 20,971,375 of the company’s restricted stock satisfying the principal balance and accrued interest in full for the Note of $52,500 originated in August 2016. During February and March 2017, the Note holder made the conversions of a total of 19,573,258 of the company’s restricted stock satisfying the principal balance and accrued interest in full for Note of $51,000 originated in August 2016. During January 2017, Greentree made a conversion of 5,980,861 shares of the company’s restricted stock satisfying the $25,000 of the Note of $50,000 in full. The interest owed as of the conversion date of January 9, 2017 was $4,044. Common Stock Issued for Debt Modification During January 2017, the Company issued a total of 300,000 restricted shares to a Note holder due to the default on repayment of the convertible note of $50,000 originated in July 2016(See Note 6). During March 2017, the Company issued a total of 50,000 restricted shares to a Note holder due to the default on repayment of the convertible note of $150,000 originated in August 2016(See Note 6). In March 2017, the amendment was signed to waive Labry to return the 4,532,810 commitment shares back to the Company’s treasury for the Note of $66,500 originated in December 2016 (See Note 6). Consulting agreements During January 2017, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 1,000,000 shares of company’s restricted common stocks were issued. During February 2017, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 1,500,000 shares of company’s restricted common stocks were issued. Due to Officer Subsequent to through , the Company borrowed and repaid to its President, Rik The amount owed to Mr. Deitsch and its Companies at was (See Note 5). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Business Description and Accounting Policies [Text Block] | Organization Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com. Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin ® ® ® |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity and Going Concern [Policy Text Block] | Liquidity and Going Concern Our Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $53,359,399 at December 31, 2016. In addition, we had respective working capital and stockholders’ deficits at December 31, 2016 of $4,463,589 and $4,476,896, respectively. There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of December 31, 2016, we do not have sufficient cash to sustain our operations for the next year and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern. The accompanying Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, and the valuation of stock-based compensation and certain debt and warrant liabilities. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. |
Revenue Recognition, Dividends [Policy Text Block] | Revenue Recognition In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns is estimated based on our historical return experience. Revenue is presented net of returns and allowances for returns. The Company collects 100% of the cash proceeds from the sale of its product by its distributor, remits a portion of the cash proceeds received back to the distributor and records the sale on a net basis. In the years ended December 31, 2016 and 2015, the Company collected $224,191 and $862,661 in gross receipts and recorded $168,356 and $291,302 as net sales. |
Shipping and Handling Cost, Policy [Policy Text Block] | Accounting for Shipping and Handling Costs The Company records shipping and handling costs incurred in cost of sales. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts The Company grants credit without collateral to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on accounts receivable. Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. |
Inventory, Policy [Policy Text Block] | Inventories Inventories, which are stated at the lower of average cost or market, and consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. The Company regularly reviews inventory quantities on hand. If necessary it records a provision for excess and obsolete inventory based primarily on its estimates of component obsolescence, product demand and production requirements. Write-downs are charged to cost of goods sold. We performed evaluations of our inventory at December 31, 2015, the Company did not experience any write downs or write offs. We performed evaluations of our inventory at December 31, 2016, the Company reserves $30,885 of the raw materials and finished goods, and $153,154 of the prepaid venom due to slow-moving inventory. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Financial Instruments and Concentration of Credit Risk Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the year ended December 31, 2016, there were two customers that accounted for 23.4% and 13.5% of the total revenues, respectively. For the year ended December 31, 2015, no customers accounted for more than 10% of the Company’s total revenues. |
Derivatives, Reporting of Derivative Activity [Policy Text Block] | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. For embedded derivatives, the Company uses a Dilution-Adjusted Black-Scholes method to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Debt, Policy [Policy Text Block] | Convertible Debt The Company bifurcates the embedded derivative element in convertible debt which contain conversion features which are not considered to be conventional convertible debt. The convertible debt is recorded at the bifurcated amount after reducing the proceeds for the liability related to the embedded call provision which is accounted for separately in the accompanying balance sheets. After recording the initial amount of the debt, the discount related to the bifurcated embedded derivative is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment and Long-Lived Assets Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years. Property and equipment consists of the following at December 31, 2016 and 2015: 2016 2015 Computer equipment $ 25,120 $ 24,208 Furniture and fixtures 34,757 34,757 Lab equipment 44,599 42,129 Telephone equipment 12,421 12,421 Office equipment – other 16,856 16,856 Leasehold improvements 73,168 73,168 Total 206,921 203,539 Less: Accumulated depreciation (193,284) (184,553) Property and equipment, net $ 13,637 $ 18,986 We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At December 31, 2016, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the years ended December 31, 2016 and 2015 was $8,731 and $11,222, respectively. |
Advertising Costs, Policy [Policy Text Block] | Advertising All advertising costs are expensed as incurred. Advertising costs were approximately $3,650 and $2,138 for the years ended December 31, 2016 and 2015, respectively. |
Income Tax, Policy [Policy Text Block] | Income Taxes We compute income taxes in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 740, Income Taxes On an annual basis, we evaluate tax positions that have been taken or are expected to be taken in our tax returns to determine if they are more than likely to be sustained if the taxing authority examines the respective position. As of December 31, 2016, we do not believe we have a need to record any liabilities for uncertain tax positions or provisions for interest or penalties related to such positions. Since inception, we have been subject to tax by both federal and state taxing authorities. Until the respective statutes of limitations expire (which may be as much as 20 years while we have unused net operation losses), we are subject to income tax audits in the jurisdictions in which we operate. The Company’s 2013 to 2016 tax returns are subject to examination by Internal Revenue Services and State Taxing Agency’s. On July 18, 2015, the Company received a notice of penalty charge of $35,296 from IRS for failure to file Forms W-2 for tax period ended at December 31, 2011. During February 2016, the Company signed a payment agreement to pay the penalty. The installment payments started on October 28, 2016. |
Stockholders' Equity, Policy [Policy Text Block] | Stock-Based Compensation We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share December 31, 2016 December 31, 2015 Options and warrants 29,141,667 21,700,000 Convertible notes payable 200,617,940 15,871,102 Total 229,759,607 37,571,102 |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in the 2015 Consolidated Financial Statements have been reclassified to conform to the current period presentation. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” In May 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-07, “F air Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) In June 2015, Technical Corrections and Improvements” covers a wide range of Topics in the Codification. The amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. In August 2015, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” In September 2015, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016–09, Compensation – Stock Compensation: Improvements to Employee Share–Based Payment Accounting In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing “The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. |
BASIS OF PRESENTATION AND SUM21
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following at December 31, 2016 and 2015: 2016 2015 Computer equipment $ 25,120 $ 24,208 Furniture and fixtures 34,757 34,757 Lab equipment 44,599 42,129 Telephone equipment 12,421 12,421 Office equipment – other 16,856 16,856 Leasehold improvements 73,168 73,168 Total 206,921 203,539 Less: Accumulated depreciation (193,284) (184,553) Property and equipment, net $ 13,637 $ 18,986 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of December 31, 2016 and 2015, the following items were not included in dilutive loss as the effect is anti-dilutive: December 31, 2016 December 31, 2015 Options and warrants 29,141,667 21,700,000 Convertible notes payable 200,617,940 15,871,102 Total 229,759,607 37,571,102 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes our financial instruments measured at fair value as of December 31, 2016 and 2015: Fair Value Measurements at December 31, 2016 Liabilities: Total Level 1 Level 2 Level 3 Warrant liability $ 48,504 $ - $ - $ 48,504 Convertible notes at fair value $ 1,672,728 $ - $ - $ 1,672,728 Fair Value Measurements at December 31, 2015 Liabilities: Total Level 1 Level 2 Level 3 Warrant liability $ 142,556 $ - $ - $ 142,556 Convertible notes at fair value $ 1,021,501 $ - $ - $ 1,021,501 |
Fair Value Measurements, Nonrecurring [Table Text Block] | The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the years ended December 31, 2016 and 2015: Description 2016 2015 Beginning balance $ 142,556 $ 186,549 Purchases, issuances, and settlements 110,291 (782,239) Day one loss on value of hybrid instrument - - Total (gain) loss included in earnings (1) (204,343) 738,246 Ending balance $ 48,504 $ 142,556 |
Debentures [Table Text Block] | The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value asof December 31, 2016 and 2015: Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period Debenture Issuance Year Face Amount Interest Rate Default Interest Rate Anti-Dilution Adjusted Price % Look-back Period 2016 $888,751 4%-12% n/a $0.001-$0.20 40%-60% 10 to 20 Days 2015 $729,871 4%-20% n/a $0.03-$0.20 50%-85% 10 to 20 Days |
Convertible Debt [Table Text Block] | The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Description Beginning balance $ 1,021,501 $ 330,277 Purchases, issuances, and settlements 948,052 1,012,145 Day one loss on value of hybrid instrument 1,238,960 779,035 (Gain) loss from change in fair value 113,742 (229,316) Conversion to common stock (1,460,208) (870,640) Repayment in cash (189,319) - Ending balance $ 1,672,728 $ 1,021,501 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories are valued at the lower of cost or market on an average cost basis. At December 31, 2016 and 2015, inventories were as follows: December 31, 2016 December 31, 2015 Raw Materials $ 36,074 $ 29,216 Finished Goods 20,373 24,818 Inventory Reserve (30,885) - Total Inventories $ 25,562 $ 54,034 |
OTHER DEBT (Tables)
OTHER DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Other debt (Both short-term and long term) consists of the following at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Note payable and Convertible note payable– Related Party (1) $ 200,000 $ 35,000 Notes payable – Non Related Parties (Net of discount of $9,584 and $24,602, respectively) (2) 956,950 518,659 Convertible notes payable, at fair value (Net of discount of $49,716 and $21,921, respectively) (3) 1,423,012 999,580 Ending balances $ 2,579,962 $ 1,553,239 (1) During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by our President and CEO, Rik Deitsch. We repaid $165,000 of principal balance as of December 31, 2015. During the year ended December 31, 2016, we made the payment of $35,000 of remaining principal balance and $70,000 of the accrued interest. At December 31, 2016 and 2015, we owed this director principal balance of $0 and $35,000, respectively. At December 31, 2016 and 2015, we owed this director accrued interest of $140,579 and $187,576, respectively. In August 2016, the Company issued two Promissory Notes for a total of $200,000 ($100,000 each) to one of our directors’ owned Companies. The notes carry interest at 12% annually and are due on the date that is three months from the execution and funding of the note. The notes holder has the right to convert the notes into shares of Common Stock at a price of $0.008 after the maturity date of November 15, 2016. In connection with the issuance of these promissory notes, the Company issued 400,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $3,536 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $3,536 was amortized during the year ended December 31, 2016. The interest expense for the year ended December 31, 2016 is $9,000. At December 31, 2016, the principal balance of the loan net of discount is $200,000. The loan is in default and negotiation for settlement. Upon default, the Notes become convertible at $0.008 per share. (2) At December 31, 2016 and 2015, the balance of $956,950 and $518,659, respectively, consisted of the following loans: · On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where under we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the six months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares of the Company’s free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during 2012. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in October 2012. The debt has reverted back to the Company. · As of December 31, 2016 and 2015, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company. In August 2014, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 50,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $15,665 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $15,665 was amortized over the term of the debt. Amortization for the years ended December 31, 2015 and 2014 was $2,611 and $13,054, respectively. An additional 25,000 shares were issued in February 2015 with a fair value at $6,000 (See Note 7) due to the default. During the year ended December 31, 2015, the total amount of $84,666 including the accrued interest of $9,666 was assigned and sold to Coventry Enterprises, LLC (“Coventry”) in the form of a Convertible Redeemable Note. Coventry made the conversions of total 1,324,341 shares of the company’s restricted stock satisfying the notes in full (See Note 6(3)). · On November 5, 2014, the Company received a loan for a total of $150,000 from a non-related party. The loan was repaid through scheduled payments through November 6, 2015 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $14,350 for the loan origination fees paid at inception date. The total loan cost of $14,350 was amortized over the term of the loan. Amortization for the years ended December 31, 2015 and 2014 was $12,150 and $2,200, respectively. On November 6, 2015, the loan was repaid in full. The interest expense for the years ended December 31, 2015 and 2014 is $16,157 and $5,862, respectively. During January, 2015, the Company entered a Payment Rights Purchase and Sale Agreement with EBF Partners LLC (“EBF”). EBF purchased $204,000 of the merchant sales for $150,000. In exchange for the purchased amount, the Company agreed to enter into a credit card processing agreement with preapproval by EBF with credit card processor. The Company authorized credit card processor to pay to EBF the cash attributable to 23% of each credit card receivable due to the Company, until EBF has received the purchase amount of $204,000. In the event of default, 100% instead of 23% of each credit card receivable will be paid. The loan is under personal guarantee by our President and CEO, Rik Deitsch and Director, Garry Pottruck. The Company has recorded debt discount of $54,000, and loan issuance cost of $10,130 for the loan origination fees paid at inception date. The total debt discount and loan issuance cost of $64,130 was amortized over the term of the loan. Amortization for the debt discount and loan issuance cost for the year ended December 31, 2015 was $54,000 and $10,130, respectively. On November 6, 2015, the loan was repaid in full. · In August 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 100,000 shares restricted, common stock on the date that is 15 business days after the maturity date. The interest expense for the year ended December 31, 2015 is $871. During March 2016, the Company issued a total of 1,000,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 with accrued interest of $1,262 with the Note holder. The shares were recorded at a fair value of $12,600 or $0.02 per share (See Note 7). During November, 2015, the Company entered a Revenue Based Factoring Agreement with Qualified Merchant Group, Inc. (“QMG”). QMG purchased $67,500 of the Company’s future receipts for $50,000. In exchange for the purchased amount, the Company authorized QMG to ACH debit $459 daily from the Company’s bank account until QMG has received the purchase amount of $67,500. The loan is under personal guarantee by our President and CEO, Rik Deitsch. The Company has recorded debt discount of $17,500 at inception date. The debt discount was amortized over the term of the loan. Amortization for the debt discount for the year ended December 31, 2015 was $3,211. At December 31, 2015, the principal balance of the loan net of discount is $40,822. During May 2016, the loan was repaid in full and the debt discount was fully amortized. Amortization for the debt discount for the year ended December 31, 2016 was $14,289. On November 5, 2015, the Company received a loan for a total of $150,000 from a non-related party. The loan is repaid through scheduled payments through November 2, 2016 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $12,375 for the loan origination fees paid at inception date. The total loan cost of $12,375 was amortized over the term of the loan. Amortization for the year ended December 31, 2015 was $2,060. As of December 31, 2015, repayment of $19,030 was made. The interest expense for the year ended December 31, 2015 is $7,261. As of December 31, 2015, the principal balance of the loan net of discount is $120,655. During May 2016, the loan was repaid in full. The remaining loan cost of $10,315 was fully amortized during the year ended December 31, 2016. Amortization for the year ended December 31, 2016 was $10,315. The interest expense for the year ended December 31, 2016 was $14,229. · In December 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder would receive 100,000 shares restricted, common stock on the date that is 15 business days after the maturity date. On September 21, 2016, the Company owed principal balance of $10,000 plus accrued interest of $1,951. The total of $11,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)). The Noteholder waived the late payment penalty shares as a result of debt sales. The interest expense for the year ended December 31, 2016 and 2015 is $1,861 and $90, respectively. · In January 2016, the Company issued a promissory note to a non-related party in the amount of $100,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 68,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,969 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $2,969 was fully amortized during the year ended December 31, 2016. The interest expense for the year ended December 31, 2016 is $15, 270. During July 2016, the Company issued a total of 36,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $342. (See Note 7). During August, 2016, the principal and accrued interest was repaid in full. · In January 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 350,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,915 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,915 was fully amortized during the year ended December 31, 2016. At June 16, 2016, we owed principal balance of $50,000 plus accrued interest of $4,800. The total of $54,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)). In February 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the year ended December 31, 2016 is $2,042. During July 2016, the Company issued a total of 10,000,000 shares of the company’s restricted stock to settle the outstanding debt of $50,000 with accrued interest of $2,400 with the Note holder. The shares were recorded at a fair value of $90,000 or $0.009 per share (See Note 4 and 7). The Company recorded a loss of $37,600 during the year ended December 31, 2016. In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the year ended December 31, 2016 is $706. In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in six months from the execution and funding of the note. During May 2016, the Company issued a total of 2,500,000 shares of the company’s restricted stock to settle the outstanding debt of $10,000 and accounts payable of $15,000 with the Note holder. The shares were recorded at a fair value of $32,500 or $0.013 per share (See Note 4 and 7). The Company recorded a loss of $7,500 during the year ended December 31, 2016. · In May 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 500,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,036 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,036 was amortized over the term of the debt. The interest expense for the year ended December 31, 2016 was $11,800. Amortization for the debt discount for the year ended December 31, 2016 was $8,036. During December 2016, the Company issued a total of 350,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $5,775 (See Note 7). The loan is in default and negotiation of settlement. · In June 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 400,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $4,900 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $4,900 was amortized over the term of the debt. The interest expense for the year ended December 31, 2016 was $6,600. Amortization for the debt discount for the year ended December 31, 2016 was $4,900. During December 2016, the Company issued a total of 350,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $2,870 (See Note 7). The loan is in default and negotiation of settlement. · During August 2016, the Company issued a promissory note to a non-related party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 100,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $800 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $600 was amortized during the year ended December 31, 2016. The interest expense for the year ended December 31, 2016 is $16,500. At December 31, 2016, the principal balance of the loan net of discount is $149,800. During March 2017, the Company issued a total of 50,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $275 (See Note 11). The loan is in default and negotiation of settlement. On September 26, 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder would receive 100,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The interest expense for the year ended December 31, 2016 is $2,021. In October 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 600,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $4,330 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $4,330 will be amortized over the term of the debt. The interest expense for the year ended December 31, 2016 was $2,900. Amortization for the debt discount for the year ended December 31, 2016 was $2,165. At December 31, 2016, the principal balance of the loan net of discount is $47,835. During November 2016, the Company received a loan for a total of $150,000 from a non-related party. The loan is repaid through scheduled payments through June 2018 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $7,875 for the loan origination fees paid at inception date. The total loan cost of $7,875 is amortized over the term of the loan. Amortization for the year ended December 31, 2016 was $656. As of December 31, 2016, repayment of $10,648 was made. The interest expense for the year ended December 31, 2016 is $5,005. As of December 31, 2016, the principal balance of the loan net of discount is $132,133. During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At December 31, 2015, the convertible notes payable, at fair value, was recorded at $103,369. At December 31, 2016, the principal balance is $80,000 with accrued interest of $3,831. The Note expired on December 7, 2016 and reverted back as the promissory note (See Note 5 and 6(3)). (3) At December 31, 2016 and 2015, the balance of $1,423,012 and $999,580 consisted of the following convertible loans: In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%. With the conversions in2013 and 2014, one of the Notes was satisfied in full and the remaining balance of the other Note was $100,000 with a fair value of $125,980 at December 31, 2014 and matured on February 3, 2015. During June 2015, the conversion for a total of 196,850 shares of the company’s restricted stock was made in satisfying the note in the amount of $25,000 with a fair value of $43,716 (See Note 7). The remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 1, 2015 and August 1, 2015, the Company issued a total of 50,000 restricted shares with a fair value of $10,750 to the note holder in connection with the amendment of maturity date to February 3, 2016 (See Note 7). On February 10, 2016, the balance of $75,000 of was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note’s holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company’s restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7). On April 9, 2014, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on April 9, 2015, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.80, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $16,172. During June, 2015, the conversion for a total of 250,000 shares of the company’s restricted stock was made in satisfying the note in full with a fair value of $44,277 (See Note 7). During June 2014, $92,310 of Michael McDonald’s debt was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The note carries interest at 8% and is due on June 18, 2015, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $371,772. On June 18, 2014 and July 2, 2014, Coventry made a conversion of 219,535 and 107,337 shares of the company’s restricted stock satisfying $18,462 each (total $36,924) of the note with a fair value of $92,816 and $29,909, respectively. At December 31, 2014, the remaining balance of $55,386, at fair value, was recorded at $110,159 (See Note 5(2) and Note 6). On January 26, 2015, Coventry made a conversion of 461,548 shares of the company’s restricted stock satisfying the remaining of $55,386 of the note with a fair value of $146,912 (See Note 7). During the year ended December 31, 2015, $84,666 of Michael McDonald’s debt was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The note carries interest at 8% and is due in one year from the debt purchase date, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $83,589. During the year ended December 31, 2015, Coventry made the conversions of a total 1,324,341 shares of the company’s restricted stock satisfying the notes in full with a fair value of $201,894. · On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. During the year ended December 31, 2015, the Company recorded the first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At December 31, 2016 and 2015, these convertible notes payable, at fair value, was recorded at $3,474 and $8,824. On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC (“LG”). The note carries interest at 9% and is due on February 25, 2016, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty-one percent (61%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $49,541. On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. At August 17, 2015, the convertible note payable, at fair value, was recorded at $114,759. The Company has recorded loan costs in the amount of $3,250 for the loan origination fees paid at inception date. The total loan cost of $3,250 was fully amortized as of August 17, 2015. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $55,279. On August 26, 2015, Coventry made a conversion of 749,625 shares of the company’s restricted stock satisfying $50,000 of the note with a fair value of $128,478. On October 23, 2015, Coventry made a conversion of 451,846 shares of the company’s restricted stock satisfying the remaining of $20,875 of the note in full with a fair value of $44,363 (See Note 7). · On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. At December 31, 2015, the convertible notes payable, at fair value, was recorded at $54,452. During April, June and July 2016, a conversion of 5,114,285 shares of the company’s restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7). On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015, the Company received the fund for first three tranche of a total of $100,000. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $113,952. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. At December 31, 2015, the convertible note payable, at fair value, was recorded at $106,947 net of debt discount of $2,917. The Company has recorded loan costs in the amount of $8,000 for the loan origination fees paid at inception date. The total loan cost of $8,000 was amortized over the term of the loan. During the year ended December 31, 2016, the Company received the fund for $50,000, In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 for the year ended December 31, 2016. During January through November, 2016, Vista made conversions for a total of 19,916,103 shares of the company’s restricted stock satisfying remaining of the note in full with a fair value of $288,290 (See Note 7). The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the years ended December 31, 2016 and 2015 was $13,787 and $5,083, respectively. At December 31, 2016 and 2015, the convertible note payable, at fair value, was recorded at $0 and $106,947 net of debt discount of $0 and $2,917, respectively. · During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958. On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with pr |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Date Number of Fair Value of shares converted Debt Converted 9/14/2016 5,000,000 $48,354 10/14/2016 8,000,000 99,575 12/6/2016 11,166,666 115,727 Date Number of Fair Value of shares converted Debt Converted 10/6/2016 4,000,000 $36,884 10/18/2016 4,603,469 41,750 Date Number of Fair Value of shares converted Debt Converted 12/15/2015 1,322,751 $112,447 1/5/2016 1,872,659 93,838 2/3/2016 757,575 19,960 2/11/2016 800,000 32,413 2/23/2016 1,171,360 33,666 3/7/2016 892,857 18,669 Date Number of Fair Value of shares converted Debt Converted 4/14/2016 1,111,111 $18,213 6/6/2016 2,380,952 $20,143 7/13/2016 1,622,222 $12,709 Date Number of Fair Value of shares converted Debt Converted 7/28/2016 4,000,000 $51,827 8/31/2016 2,602,142 $21,614 Date Number of Fair Value of shares converted Debt Converted 8/28/2015 300,000 $36,000 9/29/2015 300,000 22,037 11/2/2015 300,000 25,239 12/3/2015 275,000 22,645 12/8/2015 281,440 25,203 1/5/2016 350,000 15,998 1/20/2016 550,000 15,218 2/2/2016 550,000 13,255 2/12/2016 1,000,000 60,449 2/29/2016 1,100,000 23,669 6/21/2016 1,979,578 27,086 8/29/2016 2,000,000 14,476 9/28/2016 2,500,000 19,220 10/17/2016 5,000,000 53,436 11/10/2016 4,886,525 45,483 Date Number of Fair Value of shares converted Debt Converted 1/13/2016 1,748,252 $42,308 2/8/2016 2,000,000 51,404 2/18/2016 1,000,000 33,666 3/16/2016 3,600,000 37,800 5/6/2016 2,500,000 47,500 6/13/2016 3,200,000 26,800 7/13/2016 3,500,000 22,927 8/30/2016 6,000,000 59,400 Date Number of shares converted Fair Value of Debt Converted 4/20/2015 489,964 $60,034 6/03/2015 453,000 $68,392 6/22/2015 381,377 $73,468 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options and Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the years ended December 31, 2016 and 2015: Number Of shares Weighted average exercise price Balance December 31, 2014 1,606,667 $ 1.92 Exercised (1,000,000) - Issued 21,685,000 $ 1.11 Forfeited (566,667) - Balance December 31, 2015 21,725,000 $ 0.95 Exercised - - Issued 27,101,667 $ 0.02 Forfeited (19,685,000) - Balance December 31, 2016 29,141,667 $ 0.03 |
Summary of fixed-price warrants outstanding [Table Text Block] | The following table summarizes information about fixed-price warrants outstanding as of December 31, 2016 and 2015: Exercise Price Weighted Average Number Outstanding Weighted Average Contractual Life Weighted Average Exercise Price 2015 $ 0.20-6.0 21,700,000 0.70 years $ 0.95 2016 $ 0.03-1.00 29,141,667 0.91 years $ 0.03 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The Company’s tax expense differs from the “expected” tax expense for the years ended December 31, 2016 and 2015 December 31, 2016 2015 Computed “expected” tax expense (benefit) - Federal $ (1,084,483) $ (1,777,507) Computed “expected” tax expense (benefit) - State (185,641) (304,273) Permanent differences 620,615 1,874,050 Change in valuation allowance 649,509 207,730 $ - $ - 2016 2015 Current portion of net deferred income tax assets: Accrued salary $ 249,976 $ 207,730 Inventory Reserve 69,254 - Valuation allowance (319,230) (207,730) Current net deferred income tax asset $ - $ - Non- current portion of net deferred income tax asset Net operating loss carryforwards $ 12,667,206 $ 12,143,139 Valuation allowance (12,667,206) (12,143,139) Non-current net deferred income tax asset $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum payments under these lease agreements, including the extension period, are approximately as follows: Years ended December 31, Total 2017 $ 121,433 2018 126,494 2019 88,513 2020 233,861 Thereafter 145,870 $ 570,301 |
BASIS OF PRESENTATION AND SUM29
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jul. 18, 2015USD ($) | Apr. 20, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Number of Reportable Segments | 1 | ||||
Retained Earnings (Accumulated Deficit) | $ (53,359,399) | $ (49,911,786) | |||
Stockholders' Equity Attributable to Parent | $ (4,476,896) | (3,574,396) | $ (3,594,761) | ||
Percenatge of cash proceeds from sales | 100.00% | ||||
Sales Revenue, Goods, Gross | $ 224,191 | 862,661 | |||
Sales Revenue, Goods, Net | 168,356 | 291,302 | |||
Inventory, Raw Materials and Finished Goods | 30,885 | ||||
Inventory, Prepaid Venom | 153,154 | ||||
Depreciation | 8,731 | 11,222 | |||
Advertising Expense | 3,650 | $ 2,138 | |||
Income Tax Examination, Penalties Expense | $ 35,296 | ||||
Stockholders' Equity, Reverse Stock Split | On April 20, 2015, the Company declared a 1 for 40 reverse common stock split to stockholders. | ||||
Working [Member] | |||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Capital | 4,463,589 | ||||
Stockholders' Equity Attributable to Parent | $ (4,476,896) | ||||
Minimum [Member] | |||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Customer Revenues [Member] | Customer 1 [Member] | |||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 23.40% | ||||
Customer Revenues [Member] | Customer 2 [Member] | |||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 13.50% |
BASIS OF PRESENTATION AND SUM30
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | $ 206,921 | $ 203,539 |
Less: Accumulated depreciation | (193,284) | (184,553) |
Property and equipment, net | 13,637 | 18,986 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | 25,120 | 24,208 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | 34,757 | 34,757 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | 44,599 | 42,129 |
Telephone equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | 12,421 | 12,421 |
Office Equipment, Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | 16,856 | 16,856 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment | $ 73,168 | $ 73,168 |
BASIS OF PRESENTATION AND SUM31
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Net Loss Per Share - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 229,759,607 | 37,571,102 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 29,141,667 | 21,700,000 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 200,617,940 | 15,871,102 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |
Fair Value Assumptions, Expected Dividend Payments (in Dollars per share) | $ 0 |
Minimum [Member] | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |
Risk-free rate | 0.26% |
Expected volatility | 196.00% |
Maximum [Member] | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |
Risk-free rate | 1.93% |
Expected volatility | 211.00% |
FAIR VALUE MEASUREMENTS (Deta33
FAIR VALUE MEASUREMENTS (Details) - Schedule of financial instruments measured at fair value - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
FAIR VALUE MEASUREMENTS (Details) - Schedule of financial instruments measured at fair value [Line Items] | |||
Warrant liability | $ 48,504 | $ 142,556 | |
Convertible notes at fair value | 1,672,728 | 1,021,501 | $ 28,500 |
Fair Value, Inputs, Level 1 [Member] | |||
FAIR VALUE MEASUREMENTS (Details) - Schedule of financial instruments measured at fair value [Line Items] | |||
Warrant liability | |||
Convertible notes at fair value | |||
Fair Value, Inputs, Level 2 [Member] | |||
FAIR VALUE MEASUREMENTS (Details) - Schedule of financial instruments measured at fair value [Line Items] | |||
Warrant liability | |||
Convertible notes at fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
FAIR VALUE MEASUREMENTS (Details) - Schedule of financial instruments measured at fair value [Line Items] | |||
Warrant liability | 48,504 | 142,556 | |
Convertible notes at fair value | $ 1,672,728 | $ 1,021,501 |
FAIR VALUE MEASUREMENTS (Deta34
FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in fair value measurements using significant unobservable inputs - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Schedule of changes in fair value measurements using significant unobservable inputs [Abstract] | |||
Beginning balance | $ 142,556 | $ 186,549 | |
Purchases, issuances, and settlements | 110,291 | (782,239) | |
Day one loss on value of hybrid instrument | |||
Total (gain) loss included in earnings | [1] | (204,343) | 738,246 |
Ending balance | $ 48,504 | $ 142,556 | |
[1] | The gain or loss related to the revaluation of our warrant liability is included in "Change in fair value of derivatives" in the accompanying consolidated statement of operations. |
FAIR VALUE MEASUREMENTS (Deta35
FAIR VALUE MEASUREMENTS (Details) - Schedule of significant terms of each of the debentures - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
FAIR VALUE MEASUREMENTS (Details) - Schedule of significant terms of each of the debentures [Line Items] | ||
Face Amount (in Dollars) | $ 888,751 | $ 729,871 |
Default Interest Rate | ||
Minimum [Member] | ||
FAIR VALUE MEASUREMENTS (Details) - Schedule of significant terms of each of the debentures [Line Items] | ||
Interest Rate | 4.00% | 4.00% |
Anti-Dilution Adjusted Price (in Dollars per share) | $ 0.001 | $ 0.03 |
Percentage of VWAP | 40.00% | 50.00% |
Look-back Period | 10 days | 10 days |
Maximum [Member] | ||
FAIR VALUE MEASUREMENTS (Details) - Schedule of significant terms of each of the debentures [Line Items] | ||
Interest Rate | 12.00% | 20.00% |
Anti-Dilution Adjusted Price (in Dollars per share) | $ 0.20 | $ 0.20 |
Percentage of VWAP | 60.00% | 85.00% |
Look-back Period | 20 days | 20 days |
FAIR VALUE MEASUREMENTS (Deta36
FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in fair value measurements using significant unobservable inputs for the Convertible Notes - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Description | ||
Beginning balance | $ 1,021,501 | $ 330,277 |
Purchases, issuances, and settlements | 948,052 | 1,012,145 |
Day one loss on value of hybrid instrument | 1,238,960 | 779,035 |
(Gain) loss from change in fair value | 113,742 | (229,316) |
Conversion to common stock | (1,460,208) | (870,640) |
Repayment in cash | (189,319) | |
Ending balance | $ 1,672,728 | $ 1,021,501 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
INVENTORIES (Details) [Line Items] | ||
Inventory Write-down | $ 184,039 | |
Prepaid Venom [Member] | ||
INVENTORIES (Details) [Line Items] | ||
Other Inventory, Gross | 153,154 | $ 109,154 |
Inventory Write-down | 153,154 | |
Raw Materials and Finished Goods [Member] | ||
INVENTORIES (Details) [Line Items] | ||
Inventory Write-down | $ 30,885 |
INVENTORIES (Details) - Schedul
INVENTORIES (Details) - Schedule of inventories - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 36,074 | $ 29,216 |
Finished Goods | 20,373 | 24,818 |
Inventory Reserve | (30,885) | |
Total Inventories | $ 25,562 | $ 54,034 |
SETTLEMENT OF ACCOUNTS AND NO39
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) - USD ($) | May 16, 2016 | Feb. 10, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jul. 31, 2016 | May 31, 2016 | Mar. 31, 2016 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 255,215 | $ 1,198,773 | $ 15,000 | $ 1,164,000 | ||||||||||
Convertible Debt, Fair Value Disclosures | $ 1,672,728 | $ 28,500 | $ 1,672,728 | $ 1,021,501 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.19 | |||||||||||||
Payments for Commissions | $ 77,000 | $ 59,000 | $ 300,000 | 20,000 | 481,978 | |||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | 4,400,000 | ||||||||||||
Increase (Decrease) in Accrued Liabilities | (132,227) | 526,479 | ||||||||||||
Increase (Decrease) in Accrued Salaries | 75,000 | |||||||||||||
Convertible Debt | 3,474 | 3,474 | 60,870 | |||||||||||
Accounts Payable, Current | $ 958,027 | $ 958,027 | 842,024 | |||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 15,000,000 | |||||||||||||
Convertible Debt [Member] | ||||||||||||||
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) [Line Items] | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 157,759 | $ 26,810 | $ 126,000 | $ 56,000 | $ (7,500) | $ 8,638 | ||||||||
Convertible Debt, Fair Value Disclosures | 229,759 | 101,810 | $ 91,245 | $ 32,500 | $ 19,900 | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.009 | $ 0.013 | $ 0.0199 | |||||||||||
Convertible Debt | $ 65,000 | $ 75,000 | $ 10,000 | $ 10,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 550,000 | 14,000,000 | 2,500,000 | 1,000,000 | ||||||||||
Deposit Liabilities, Accrued Interest | $ 1,262 | |||||||||||||
Accounts Payable, Current | $ 70,000 | $ 15,000 | ||||||||||||
Expiration Due To Statute Of Limitations [Member] | ||||||||||||||
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) [Line Items] | ||||||||||||||
Increase (Decrease) in Accrued Liabilities | 1,085,468 | |||||||||||||
Increase (Decrease) in Accrued Salaries | 815,747 | |||||||||||||
Increase (Decrease) in Interest Payable, Net | 129,466 | |||||||||||||
Increase (Decrease) in Accrued Taxes Payable | 140,255 | |||||||||||||
Payments for Legal Settlements | 315,000 | |||||||||||||
Proceeds from Legal Settlements | $ 770,968 | |||||||||||||
Minimum [Member] | ||||||||||||||
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.08 | $ 0.1035 | $ 0.185 | $ 0.224 | ||||||||||
Maximum [Member] | ||||||||||||||
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.21 | $ 0.0475 | $ 0.1009 | $ 0.396 | ||||||||||
Note Holder 1 [Member] | Convertible Debt [Member] | ||||||||||||||
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details) [Line Items] | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,875 | (37,600) | ||||||||||||
Convertible Debt, Fair Value Disclosures | $ 11,875 | $ 90,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0095 | $ 0.009 | ||||||||||||
Convertible Debt | $ 50,000 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,250,000 | 10,000,000 | ||||||||||||
Deposit Liabilities, Accrued Interest | $ 2,400 | |||||||||||||
Accounts Payable, Current | $ 10,000 |
DUE TO OFFICERS (Details)
DUE TO OFFICERS (Details) - Deitsch [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 14, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
DUE TO OFFICERS (Details) [Line Items] | |||
Due to Related Parties | $ 52,025 | $ 146,770 | |
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | ||
Proceeds from Short-term Debt | $ 116,500 | $ 314,951 | 70,821 |
Repayments of Short-term Debt | 74,600 | $ 319,675 | $ 351,583 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 15,000,000 | 125,000 | |
Extinguishment of Debt, Amount | $ 100,000 | $ 10,000 | |
Short-term Debt, Fair Value | $ 102,158 | ||
Notes Issued | $ 80,000 | ||
Related Party Transaction, Rate | 4.00% |
OTHER DEBT (Details) - (1)
OTHER DEBT (Details) - (1) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2010 | Feb. 29, 2016 | Jun. 30, 2015 | |
OTHER DEBT (Details) - (1) [Line Items] | ||||||
Notes Payable | $ 2,579,962 | $ 1,553,239 | $ 75,000 | |||
Repayments of Notes Payable | $ 189,319 | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.19 | |||||
Common Stock, Shares, Issued (in Shares) | 295,065,317 | 79,770,782 | ||||
Debt Instrument, Unamortized Discount | $ 59,300 | $ 46,523 | ||||
Amortization of Debt Discount (Premium) | 113,784 | 321,804 | ||||
Interest Expense | 293,785 | 434,547 | ||||
Director [Member] | ||||||
OTHER DEBT (Details) - (1) [Line Items] | ||||||
Notes Payable | $ 200,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Short-term Debt, Interest Rate Increase | 12.00% | |||||
Debt Instrument, Term | 30 days | |||||
Repayments of Notes Payable | 165,000 | |||||
Notes Payable, Fair Value Disclosure | 0 | 35,000 | ||||
Debt Instrument, Increase, Accrued Interest | 140,579 | $ 187,576 | ||||
Director [Member] | Principal [Member] | ||||||
OTHER DEBT (Details) - (1) [Line Items] | ||||||
Repayments of Notes Payable | 35,000 | |||||
Director [Member] | Accrued Interest [Member] | ||||||
OTHER DEBT (Details) - (1) [Line Items] | ||||||
Repayments of Notes Payable | 70,000 | |||||
Director Company[Member] | ||||||
OTHER DEBT (Details) - (1) [Line Items] | ||||||
Notes Payable | $ 200,000 | |||||
Notes Payable, Fair Value Disclosure | $ 200,000 | |||||
Debt Conversion, Converted Instrument, Rate | 12.00% | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.008 | $ 0.008 | ||||
Common Stock, Shares, Issued (in Shares) | 400,000 | |||||
Debt Instrument, Unamortized Discount | $ 3,536 | |||||
Amortization of Debt Discount (Premium) | $ 3,536 | |||||
Interest Expense | $ 9,000 |
OTHER DEBT (Details) - (2)
OTHER DEBT (Details) - (2) - USD ($) | Dec. 06, 2016 | Oct. 14, 2016 | Sep. 21, 2016 | Sep. 14, 2016 | Aug. 31, 2016 | Jul. 31, 2016 | Jul. 28, 2016 | Jul. 13, 2016 | Jun. 16, 2016 | Jun. 06, 2016 | Apr. 14, 2016 | Mar. 07, 2016 | Feb. 23, 2016 | Feb. 11, 2016 | Feb. 03, 2016 | Jan. 05, 2016 | Dec. 15, 2015 | Oct. 23, 2015 | Aug. 26, 2015 | Aug. 17, 2015 | Jun. 22, 2015 | Jun. 03, 2015 | Jun. 01, 2015 | Apr. 20, 2015 | Jan. 25, 2015 | Nov. 05, 2014 | Jul. 02, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Mar. 19, 2014 | Mar. 31, 2017 | Nov. 30, 2016 | Oct. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Jun. 30, 2015 | Jan. 31, 2015 | Jan. 31, 2012 | Aug. 31, 2016 | Nov. 30, 2011 | Mar. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | Mar. 30, 2017 | Feb. 28, 2017 | Sep. 26, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Feb. 28, 2016 | Jan. 31, 2016 | Dec. 11, 2015 | Nov. 05, 2015 | Aug. 31, 2015 | Aug. 01, 2015 | Feb. 28, 2015 | Aug. 31, 2014 | Apr. 09, 2014 | Dec. 31, 2012 | Oct. 31, 2012 | Feb. 15, 2012 | Jan. 26, 2012 | Sep. 30, 2011 | Aug. 02, 2011 | Jun. 30, 2011 | |
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Non-related Parties | $ 518,659 | $ 956,950 | $ 518,659 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 1,553,239 | $ 2,579,962 | $ 1,553,239 | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 79,770,782 | 295,065,317 | 79,770,782 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 46,523 | $ 59,300 | $ 46,523 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | 79,771 | 295,065 | 79,771 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Net | 168,356 | 291,302 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 113,784 | 321,804 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 293,785 | 434,547 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 1,460,208 | 870,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | [1] | 999,580 | 1,423,012 | 999,580 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Sale of Notes Receivable | 1,238,960 | 779,035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 1,258,649 | 250,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
University Centre West Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Approximate | 55,410 | 55,410 | 55,410 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liquid Packaging Resources [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 150,000 | $ 150,000 | $ 175,000 | $ 350,000 | $ 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | 175,000 | $ 175,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Early Repayment of Subordinated Debt | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | 142,858 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Settlement | $ 450,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 25,000 | $ 150,000 | $ 205,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liquid Packaging Resources [Member] | Monthly [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liquid Packaging Resources [Member] | Initial Investment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Settlement | 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liquid Packaging Resources [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Settlement | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Southridge Partners [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 281,772 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael McDonald [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 25,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,665 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 2,611 | $ 13,054 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 20,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | $ 84,666 | $ 84,666 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 70,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 451,846 | 749,625 | 461,548 | 107,337 | 219,535 | 15,500,000 | 250,000 | 6,602,142 | 1,324,341 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 115,727 | $ 99,575 | $ 48,354 | $ 21,614 | $ 51,827 | $ 12,709 | $ 20,143 | $ 18,213 | $ 18,669 | $ 33,666 | $ 32,413 | $ 19,960 | $ 93,838 | $ 112,447 | $ 20,875 | $ 50,000 | $ 73,468 | $ 68,392 | $ 60,034 | $ 18,462 | $ 18,462 | $ 44,277 | $ 73,441 | $ 201,894 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 44,363 | $ 128,478 | $ 146,912 | 110,159 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 43,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 114,759 | $ 55,386 | $ 92,310 | $ 84,666 | 84,666 | 55,386 | $ 80,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Current | $ 144,642 | 28,929 | 28,929 | $ 27,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 55,279 | $ 371,772 | 16,172 | 83,589 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 9,666 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 17 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 12,150 | 2,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Deferred Loan Origination Fees, Net | $ 14,350 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 16,157 | 5,862 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 1,000,000 | 8,824 | 3,474 | 8,824 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 18,104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EBF Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 54,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nonmonetary Transaction, Amount of Barter Transaction | 204,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Net | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Card Receivable, Percentage to Related Party | 23.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 10,130 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 64,130 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 54,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 10,130 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EBF Partners LLC [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Card Receivable, Percentage to Related Party | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 1 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 100,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,262 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 871 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.02 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 1 [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Qualified Merchant Group [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 17,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Net | 67,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 14,289 | 3,211 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daily Cash Debit, Amount | $ 459 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 40,822 | 40,822 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | 120,655 | 120,655 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 10,315 | 2,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 12,375 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 10,315 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 14,229 | 7,261 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 19,030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 66,500 | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 3 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,951 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 1,861 | $ 90 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 11,951 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 3 [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 4 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 68,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 2,969 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 342 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 2,969 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 15,270 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 4 [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 36,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 4 [Member] | Promissory [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 5 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,915 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 4,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 8,915 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 54,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 6 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 2,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 2,042 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.009 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Sale of Notes Receivable | 37,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 7 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | 100,000 | 100,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 706 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 8 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 32,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Sale of Notes Receivable | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Current | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Current | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 9 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | 5,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 11,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 8,036 | $ 8,036 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 9 [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 10 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 6,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 2,870 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization for the debt discount | $ 4,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 10 [Member] | Default Penalties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 350,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 11 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | $ 149,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 2.50% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 50,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 275 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 16,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0199 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 12 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 65,000 | $ 65,000 | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 2,021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 13 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | 47,835 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,330 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,330 | 2,165 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 2,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 14 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | 132,133 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | $ 656 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 7,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 7,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 5,005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 10,648 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 15 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 103,369 | $ 103,369 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Owned, Balance, Principal Amount | 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | 20.00% | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 10,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 3,831 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 196,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 43,716 | $ 95,998 | $ 95,998 | 125,980 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 25,000 | 75,000 | 75,000 | $ 100,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 28,791 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 15 [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (2) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 80,000 | $ 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
OTHER DEBT (Details) - (3)
OTHER DEBT (Details) - (3) - USD ($) | Feb. 03, 2017 | Dec. 31, 2016 | Dec. 06, 2016 | Nov. 10, 2016 | Oct. 17, 2016 | Oct. 14, 2016 | Sep. 28, 2016 | Sep. 14, 2016 | Aug. 31, 2016 | Aug. 29, 2016 | Jul. 28, 2016 | Jul. 13, 2016 | Jun. 21, 2016 | Jun. 20, 2016 | Jun. 06, 2016 | Apr. 14, 2016 | Mar. 07, 2016 | Mar. 03, 2016 | Feb. 29, 2016 | Feb. 23, 2016 | Feb. 12, 2016 | Feb. 11, 2016 | Feb. 10, 2016 | Feb. 03, 2016 | Feb. 02, 2016 | Jan. 20, 2016 | Jan. 05, 2016 | Dec. 28, 2015 | Dec. 15, 2015 | Dec. 11, 2015 | Dec. 08, 2015 | Dec. 03, 2015 | Nov. 02, 2015 | Oct. 23, 2015 | Sep. 29, 2015 | Aug. 28, 2015 | Aug. 26, 2015 | Aug. 17, 2015 | Jun. 22, 2015 | Jun. 03, 2015 | Jun. 01, 2015 | Apr. 20, 2015 | Apr. 09, 2015 | Feb. 25, 2015 | Feb. 24, 2015 | Jan. 25, 2015 | Jul. 02, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Apr. 09, 2014 | Mar. 19, 2014 | Oct. 19, 2012 | Mar. 31, 2017 | Mar. 30, 2017 | Jan. 30, 2017 | Aug. 31, 2016 | Dec. 31, 2015 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Aug. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Jul. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 09, 2016 | Aug. 01, 2015 | Nov. 05, 2014 | Nov. 30, 2011 | Sep. 30, 2011 | |
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | [1] | $ 1,423,012 | $ 999,580 | $ 1,423,012 | $ 999,580 | $ 1,423,012 | $ 999,580 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. | The Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price sixty percent of the lowest closing bid price of the Company’s Common Stock for the twenty prior trading days including the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 295,065,317 | 79,770,782 | 295,065,317 | 79,770,782 | 295,065,317 | 79,770,782 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 295,065 | $ 79,771 | $ 295,065 | $ 79,771 | $ 295,065 | $ 79,771 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 1,258,649 | 250,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 1,460,208 | 870,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 1,672,728 | 1,021,501 | $ 28,500 | 1,672,728 | 1,021,501 | 1,672,728 | 1,021,501 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 3,474 | 60,870 | 3,474 | 60,870 | 3,474 | 60,870 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 59,300 | 46,523 | $ 59,300 | 46,523 | 59,300 | 46,523 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | 4,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 33,440 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 113,784 | 321,804 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 15 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 25,000 | $ 75,000 | $ 75,000 | $ 75,000 | $ 100,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | 4.00% | 4.00% | 20.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 43,716 | $ 95,998 | $ 95,998 | $ 95,998 | 125,980 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 196,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ 10,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 28,791 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 3,831 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 16 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The convertible note’s holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 6,696,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 87,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 140,763 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 114,759 | $ 55,386 | $ 92,310 | $ 20,000 | $ 80,000 | $ 84,666 | $ 84,666 | $ 84,666 | 55,386 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.80, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price fifty-five percent (55%) of the lowest closing bid price of the Company’s Common Stock for the twenty trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 44,363 | $ 128,478 | $ 146,912 | 110,159 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 451,846 | 749,625 | 461,548 | 107,337 | 219,535 | 15,500,000 | 250,000 | 6,602,142 | 1,324,341 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 55,279 | $ 371,772 | $ 16,172 | $ 83,589 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 115,727 | $ 99,575 | $ 48,354 | $ 21,614 | $ 51,827 | $ 12,709 | $ 20,143 | $ 18,213 | $ 18,669 | $ 33,666 | $ 32,413 | $ 19,960 | $ 93,838 | $ 112,447 | $ 20,875 | $ 50,000 | $ 73,468 | $ 68,392 | $ 60,034 | $ 18,462 | $ 18,462 | $ 44,277 | $ 73,441 | 201,894 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 29,909 | $ 92,816 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 70,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Prepayment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 27,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 54,452 | $ 54,452 | 54,452 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,114,285 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 21,293 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 51,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 100,000 | $ 144,642 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,322,751 | 5,494,451 | 24,166,666 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 87,596 | $ 223,826 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 112,447 | $ 198,546 | $ 263,656 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 73,695 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 48,774 | $ 19,370 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 368,468 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Convertible loans [Member] | Pre-Payment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 44,766 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Convertible loans 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 28,929 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 17 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 3,474 | $ 1,000,000 | 8,824 | 3,474 | 8,824 | 3,474 | 8,824 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 18,104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 12,150 | $ 2,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 17 [Member] | Portion [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 17 [Member] | Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 17 [Member] | Total Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LG [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 68,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty-one percent (61%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 9.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 49,541 | $ 39,128 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 92,598 | 92,598 | 92,598 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 52,500 | $ 52,500 | $ 52,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LG [Member] | Prepayment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments for Other Fees | $ 27,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 18 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 102,383 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 106,947 | 106,947 | 106,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 8,000 | 8,000 | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 2,917 | $ 2,917 | $ 2,917 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 18 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,456,440 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 113,952 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 60,870 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 131,125 | 131,125 | $ 131,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 18 [Member] | Convertible loans [Member] | Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vista [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 0 | 106,947 | 0 | 106,947 | 0 | 106,947 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 45,483 | $ 53,436 | $ 19,220 | $ 14,476 | $ 27,086 | $ 23,669 | $ 60,449 | $ 13,255 | $ 15,218 | $ 15,998 | $ 25,203 | $ 22,645 | $ 25,239 | $ 22,037 | $ 36,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | $ 2,917 | 0 | $ 2,917 | 0 | 2,917 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 13,787 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vista [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 19,916,103 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 288,290 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 18,870 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | $ 5,083 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 19 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 19 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 274,958 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 137,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 19 [Member] | Convertible loans [Member] | Portion [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 19 [Member] | Convertible loans [Member] | Portion [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 20 [Member] | Coventry [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 20 [Member] | Convertible loans [Member] | Coventry [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 137,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 28,929 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 7,142 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 28,929 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 21 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 321,805 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 23,548,252 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 189,319 | $ 113,896 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 22[Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 232,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.35 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 400,000 | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 4 | $ 189,959 | $ 33,440 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 3,194 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 22[Member] | Convertible loans [Member] | Exercised [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 23[Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 80,000 | $ 80,000 | $ 80,000 | $ 80,000 | 80,000 | $ 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | 4.00% | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 28,791 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 103,369 | $ 103,369 | $ 103,369 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 3,831 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 24 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 109,524 | 109,524 | 109,524 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,810 | $ 15,810 | $ 15,810 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 24 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 54,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,810 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 25 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 229,759 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 25 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (3) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Current | 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Sale of Debt Investments | $ 157,759 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
OTHER DEBT (Details) - (4)
OTHER DEBT (Details) - (4) - USD ($) | Feb. 03, 2017 | Jan. 26, 2017 | Dec. 31, 2016 | Dec. 06, 2016 | Oct. 14, 2016 | Sep. 14, 2016 | Aug. 31, 2016 | Jul. 28, 2016 | Jul. 13, 2016 | Jun. 20, 2016 | Jun. 06, 2016 | May 02, 2016 | Apr. 14, 2016 | Mar. 07, 2016 | Mar. 03, 2016 | Feb. 23, 2016 | Feb. 11, 2016 | Feb. 10, 2016 | Feb. 03, 2016 | Jan. 05, 2016 | Dec. 15, 2015 | Dec. 11, 2015 | Oct. 23, 2015 | Oct. 15, 2015 | Aug. 26, 2015 | Aug. 17, 2015 | Jun. 22, 2015 | Jun. 03, 2015 | Apr. 20, 2015 | Apr. 04, 2015 | Feb. 25, 2015 | Jan. 25, 2015 | Jul. 02, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Apr. 09, 2014 | Mar. 31, 2017 | Mar. 30, 2017 | Jan. 30, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | Apr. 30, 2016 | Oct. 31, 2015 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Aug. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 26, 2017 | Jul. 31, 2016 | Dec. 31, 2014 | |
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | [1] | $ 1,423,012 | $ 1,423,012 | $ 1,423,012 | $ 1,423,012 | $ 999,580 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. | The Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price sixty percent of the lowest closing bid price of the Company’s Common Stock for the twenty prior trading days including the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 1,258,649 | 250,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 1,672,728 | 1,672,728 | $ 28,500 | 1,672,728 | 1,672,728 | 1,021,501 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 1,460,208 | 870,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 33,440 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 3,474 | $ 3,474 | $ 3,474 | $ 3,474 | $ 60,870 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | 4,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 295,065,317 | 295,065,317 | 295,065,317 | 295,065,317 | 79,770,782 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 59,300 | $ 59,300 | $ 59,300 | $ 59,300 | $ 46,523 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 113,784 | 321,804 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 293,785 | 434,547 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Back-end Note[Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 187,674 | 187,674 | 187,674 | 187,674 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 26 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The convertible note’s holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 26 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 72,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 192,863 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 136,653 | 136,653 | $ 136,653 | 136,653 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 16 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The convertible note’s holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 87,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 6,696,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 140,763 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 114,759 | $ 55,386 | $ 92,310 | $ 20,000 | $ 80,000 | $ 84,666 | $ 55,386 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.80, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price fifty-five percent (55%) of the lowest closing bid price of the Company’s Common Stock for the twenty trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 55,279 | $ 371,772 | $ 16,172 | $ 83,589 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 29,909 | $ 92,816 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 451,846 | 749,625 | 461,548 | 107,337 | 219,535 | 15,500,000 | 250,000 | 6,602,142 | 1,324,341 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 115,727 | $ 99,575 | $ 48,354 | $ 21,614 | $ 51,827 | $ 12,709 | $ 20,143 | $ 18,213 | $ 18,669 | $ 33,666 | $ 32,413 | $ 19,960 | $ 93,838 | $ 112,447 | $ 20,875 | $ 50,000 | $ 73,468 | $ 68,392 | $ 60,034 | $ 18,462 | $ 18,462 | $ 44,277 | $ 73,441 | $ 201,894 | |||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.005 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 44,363 | $ 128,478 | $ 146,912 | $ 110,159 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 43,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 70,875 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 3,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Back-end Note[Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 148,077 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 100,000 | $ 144,642 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 87,596 | $ 223,826 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 73,695 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,322,751 | 5,494,451 | 24,166,666 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 112,447 | $ 198,546 | $ 263,656 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 48,774 | $ 19,370 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | Convertible loans 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 28,929 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Greentree Financial Group Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,274,262 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 44,008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Greentree Financial Group Inc [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 39,089 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 78,634 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 8,603,469 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 30,772 | 12,364 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 43,468 | 43,468 | 43,468 | 43,468 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Greentree Financial Group Inc [Member] | Convertible loans [Member] | Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brewer And Associates Consulting LLC [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 81,996 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 137,642 | 137,642 | 137,642 | 137,642 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 12,364 | $ 30,772 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly Consulting Fee | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt | $ 36,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 27 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 54,800 | 54,800 | $ 50,000 | 54,800 | 54,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 86,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 103,968 | 103,968 | 103,968 | 103,968 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 27 [Member] | Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 4,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 28 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 56,567 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 8,479 | 8,479 | 8,479 | 8,479 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 56,567 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 2,345 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense | 5,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LG [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 68,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 9.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty-one percent (61%) of the average of the two lowest closing bid prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 49,541 | $ 39,128 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 92,598 | 92,598 | 92,598 | 92,598 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 52,500 | $ 52,500 | $ 52,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LG [Member] | Back-end Note[Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 52,500 | 52,500 | 52,500 | 52,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 29 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 32,901 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 89,246 | 89,246 | 89,246 | 89,246 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 51,000 | 51,000 | $ 51,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 30 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 225,000 | $ 225,000 | $ 225,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 30 [Member] | First Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 37,932 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 75,450 | 75,450 | 75,450 | 75,450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 45,000 | $ 45,000 | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 3,000 | 3,000 | 3,000 | 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 4,500 | 4,500 | 4,500 | 4,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 4,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 1,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 30 [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | 35,334 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 37,420 | 37,420 | 37,420 | 37,420 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 22,500 | 22,500 | 22,500 | 22,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 2,063 | 2,063 | 2,063 | 2,063 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | 2,250 | 2,250 | 2,250 | 2,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 2,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 187 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 31 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 15,421 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | 22,864 | 22,864 | 22,864 | 22,864 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,951 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 31 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 11,951 | 11,951 | 11,951 | 11,951 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 66,500 | $ 66,500 | $ 66,500 | $ 66,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Labrys has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the lowest trading price of the Company’s Common Stock for the twenty trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 58,833 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 73,651 | $ 73,651 | $ 73,651 | $ 73,651 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 4,532,810 | 4,532,810 | 4,532,810 | 4,532,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 44,478 | 49,861 | $ 44,478 | $ 44,478 | $ 44,478 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization | 5,383 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 49,861 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 32 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 110,000 | $ 110,000 | $ 110,000 | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of the Company’s Common Stock for the twenty five trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 84,126 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 32 [Member] | Convertible loans 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 197,957 | 197,957 | $ 197,957 | $ 197,957 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 33 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 67,500 | $ 67,500 | $ 67,500 | $ 67,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of the Company’s Common Stock for the twenty five trading days preceding the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 74,281 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 122,797 | 122,797 | $ 122,797 | $ 122,797 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 34 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Description | Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of the Company’s Common Stock for the twenty trading days including the conversion date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Related Party 34 [Member] | Convertible loans [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER DEBT (Details) - (4) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative, Loss on Derivative | $ 35,497 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Fair Value Disclosure | $ 89,671 | $ 89,671 | $ 89,671 | $ 89,671 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
OTHER DEBT (Details) - Schedule
OTHER DEBT (Details) - Schedule of other debt - USD ($) | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | |
OTHER DEBT (Details) - Schedule of other debt [Line Items] | ||||
Note payable and Convertible note payable– Related Party | [1] | $ 200,000 | $ 35,000 | |
Notes payable – Non Related Parties (Net of discount of $9,584 and $24,602, respectively) | [2] | 956,950 | 518,659 | |
Convertible notes payable, at fair value (Net of discount of $49,716 and $21,921, respectively) | [3] | 1,423,012 | 999,580 | |
Ending balances | $ 2,579,962 | $ 75,000 | $ 1,553,239 | |
[1] | During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by our President and CEO, Rik Deitsch. During the nine months ended September 30, 2016, we made a repayment of $75,000. $35,000 and $40,000 of the repayment was applied to principal and accrued interest, respectively. At September 30, 2016 and December 31, 2015, we owed this director principal balance of $0 and $35,000, respectively. At September 30, 2016 and December 31, 2015, we owed this director accrued interest of $165,898 and $187,576, respectively. | |||
[2] | (2)At September 30, 2016, the balance of $785,279 consisted of the following loans:On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. ("LPR"), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where under we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares of the Company's free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during 2012. LPR sold the note to Southridge Partners, LLP ("Southridge") for consideration of $281,772 in October 2012. The debt has reverted back to the Company.As of September 30, 2016, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company.On November 5, 2015, the Company received a loan for a total of $150,000 from a non-related party. During May 2016, the loan was repaid along with interest on average 15% annum. The Company has recorded loan costs in the amount of $12,375 for the loan origination fees paid at inception date. The total loan cost of $12,375 was fully amortized during the nine months ended September 30, 2016. Amortization for the nine months ended September 30, 2016 was $10,315. The interest expense for the nine months ended September 30, 2016 was $14,229.On May 27, 2016, the Company received a loan for a total of $150,000 from a non-related party. The loan is repaid through scheduled payments through May 25, 2017 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $15,375 for the loan origination fees paid at inception date. The total loan cost of $15,375 is amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $5,425. As of September 30, 2016, repayment of $48,017 was made. The interest expense for the nine months ended September 30, 2016 was $12,053. As of September 30, 2016, the principal balance of the loan net of discount is $92,033. The loan was repaid in full on November 14, 2016 (See Note 10).During November, 2015, the Company entered a Revenue Based Factoring Agreement with Qualified Merchant Group, Inc. ("QMG"). QMG purchased $67,500 of the Company's future receipts for $50,000. In exchange for the purchased amount, the Company authorized QMG to ACH debit $459 daily from the Company's bank account until QMG has received the purchase amount of $67,500. The loan is under personal guarantee by our President and CEO, Rik Deitsch. The Company has recorded debt discount of $17,500 at inception date. During May 2016, the loan was repaid in full and the debt discount was fully amortized. Amortization for the debt discount for the nine months ended September 30, 2016 was $14,287.In August 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 100,000 shares restricted, common stock on the date that is 15 business days after the maturity date. The accrued interest as of March 8, 2016 was $1,262. On March 8, 2016, the Company issued a total of 1,000,000 shares of the company's restricted stock to settle the outstanding debt of $10,000 with accrued interest of $1,262 with the Note holder. The shares were recorded at a fair value of $19,900 or $0.0199 per share (See Note 4 and 7). The Company recorded a loss of $8,638 during the nine months ended September 30, 2016.In December 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. On September 21, 2016, we owed principal balance of $10,000 plus accrued interest of $1,951. The total of $11,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)).In January 2016, the Company issued a promissory note to a non-related party in the amount of $100,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 68,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,969 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $2,969 was fully amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $15, 270. During July 2016, the Company issued a total of 36,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $342. (See Note 7). During August, 2016, the principal and accrued interest was repaid in full.In January 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 350,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,915 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,915 was fully amortized during the nine months ended September 30, 2016. At June 16, 2016, we owed principal balance of $50,000 plus accrued interest of $4,800. The total of $54,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)).In May 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 500,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,036 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,036 will be amortized over the term of the debt. The interest expense for the nine months ended September 30, 2016 was $7, 200. Amortization for the debt discount for the nine months ended September 30, 2016 was $6,700. At September 30, 2016, the principal balance of the loan net of discount is $73,664. The loan is in default and negotiation of settlement.In June 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 400,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $4,900 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $4,900 will be amortized over the term of the debt. The interest expense for the nine months ended September 30, 2016 was $3,533. Amortization for the debt discount for the nine months ended September 30, 2016 was $2,900. At September 30, 2016, the principal balance of the loan net of discount is $48,000.In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the nine months ended September 30, 2016 is $450.In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in six months from the execution and funding of the note. During May 2016, the Company issued a total of 2,500,000 shares of the company's restricted stock to settle the outstanding debt of $10,000 and accounts payable of $15,000 with the Note holder. The shares were recorded at a fair value of $32,500 or $0.013 per share (See Note 4 and 7). The Company recorded a loss of $7,500 during the nine months ended September 30, 2016.In February 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the nine months ended September 30, 2016 is $2,042. During July 2016, the Company issued a total of 10,000,000 shares of the company's restricted stock to settle the outstanding debt of $50,000 with accrued interest of $2,400 with the Note holder. The shares were recorded at a fair value of $90,000 or $0.009 per share (See Note 4 and 7). The Company recorded a loss of $37,600 during the nine months ended September 30, 2016.During August 2016, the Company issued a promissory note to a non-related party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 100,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $800 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $200 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $5,000. At September 30, 2016, the principal balance of the loan net of discount is $149,400. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 50,000 shares restricted, common stock on the date that is 10 business days after the maturity date.On September 26, 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. | |||
[3] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
OTHER DEBT (Details) - Schedu46
OTHER DEBT (Details) - Schedule of other debt (Parentheticals) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
OTHER DEBT (Details) - Schedule of other debt (Parentheticals) [Line Items] | |||
Debt Discount | $ 59,300 | $ 46,523 | |
Non-related party [Member] | |||
OTHER DEBT (Details) - Schedule of other debt (Parentheticals) [Line Items] | |||
Debt Discount | [1] | 9,584 | 24,602 |
Convertible Notes Payable [Member] | |||
OTHER DEBT (Details) - Schedule of other debt (Parentheticals) [Line Items] | |||
Debt Discount | [2] | $ 49,716 | $ 21,921 |
[1] | (2)At September 30, 2016, the balance of $785,279 consisted of the following loans:On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. ("LPR"), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where under we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares of the Company's free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during 2012. LPR sold the note to Southridge Partners, LLP ("Southridge") for consideration of $281,772 in October 2012. The debt has reverted back to the Company.As of September 30, 2016, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company.On November 5, 2015, the Company received a loan for a total of $150,000 from a non-related party. During May 2016, the loan was repaid along with interest on average 15% annum. The Company has recorded loan costs in the amount of $12,375 for the loan origination fees paid at inception date. The total loan cost of $12,375 was fully amortized during the nine months ended September 30, 2016. Amortization for the nine months ended September 30, 2016 was $10,315. The interest expense for the nine months ended September 30, 2016 was $14,229.On May 27, 2016, the Company received a loan for a total of $150,000 from a non-related party. The loan is repaid through scheduled payments through May 25, 2017 along with interest on average 15% annum. The Company has recorded loan costs in the amount of $15,375 for the loan origination fees paid at inception date. The total loan cost of $15,375 is amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $5,425. As of September 30, 2016, repayment of $48,017 was made. The interest expense for the nine months ended September 30, 2016 was $12,053. As of September 30, 2016, the principal balance of the loan net of discount is $92,033. The loan was repaid in full on November 14, 2016 (See Note 10).During November, 2015, the Company entered a Revenue Based Factoring Agreement with Qualified Merchant Group, Inc. ("QMG"). QMG purchased $67,500 of the Company's future receipts for $50,000. In exchange for the purchased amount, the Company authorized QMG to ACH debit $459 daily from the Company's bank account until QMG has received the purchase amount of $67,500. The loan is under personal guarantee by our President and CEO, Rik Deitsch. The Company has recorded debt discount of $17,500 at inception date. During May 2016, the loan was repaid in full and the debt discount was fully amortized. Amortization for the debt discount for the nine months ended September 30, 2016 was $14,287.In August 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 100,000 shares restricted, common stock on the date that is 15 business days after the maturity date. The accrued interest as of March 8, 2016 was $1,262. On March 8, 2016, the Company issued a total of 1,000,000 shares of the company's restricted stock to settle the outstanding debt of $10,000 with accrued interest of $1,262 with the Note holder. The shares were recorded at a fair value of $19,900 or $0.0199 per share (See Note 4 and 7). The Company recorded a loss of $8,638 during the nine months ended September 30, 2016.In December 2015, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. On September 21, 2016, we owed principal balance of $10,000 plus accrued interest of $1,951. The total of $11,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)).In January 2016, the Company issued a promissory note to a non-related party in the amount of $100,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 68,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,969 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $2,969 was fully amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $15, 270. During July 2016, the Company issued a total of 36,000 restricted shares due to the default on repayment. The shares were valued at a fair value of $342. (See Note 7). During August, 2016, the principal and accrued interest was repaid in full.In January 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 350,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,915 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,915 was fully amortized during the nine months ended September 30, 2016. At June 16, 2016, we owed principal balance of $50,000 plus accrued interest of $4,800. The total of $54,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note (See Note 6(3)).In May 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 500,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $8,036 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $8,036 will be amortized over the term of the debt. The interest expense for the nine months ended September 30, 2016 was $7, 200. Amortization for the debt discount for the nine months ended September 30, 2016 was $6,700. At September 30, 2016, the principal balance of the loan net of discount is $73,664. The loan is in default and negotiation of settlement.In June 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 400,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $4,900 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $4,900 will be amortized over the term of the debt. The interest expense for the nine months ended September 30, 2016 was $3,533. Amortization for the debt discount for the nine months ended September 30, 2016 was $2,900. At September 30, 2016, the principal balance of the loan net of discount is $48,000.In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the nine months ended September 30, 2016 is $450.In April 2016, the Company issued a promissory note to a non-related party in the amount of $10,000 bearing interest at 10% annually. The note is due in six months from the execution and funding of the note. During May 2016, the Company issued a total of 2,500,000 shares of the company's restricted stock to settle the outstanding debt of $10,000 and accounts payable of $15,000 with the Note holder. The shares were recorded at a fair value of $32,500 or $0.013 per share (See Note 4 and 7). The Company recorded a loss of $7,500 during the nine months ended September 30, 2016.In February 2016, the Company issued a promissory note to a non-related party in the amount of $50,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. The interest expense for the nine months ended September 30, 2016 is $2,042. During July 2016, the Company issued a total of 10,000,000 shares of the company's restricted stock to settle the outstanding debt of $50,000 with accrued interest of $2,400 with the Note holder. The shares were recorded at a fair value of $90,000 or $0.009 per share (See Note 4 and 7). The Company recorded a loss of $37,600 during the nine months ended September 30, 2016.During August 2016, the Company issued a promissory note to a non-related party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 100,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $800 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $200 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $5,000. At September 30, 2016, the principal balance of the loan net of discount is $149,400. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 50,000 shares restricted, common stock on the date that is 10 business days after the maturity date.On September 26, 2016, the Company issued a promissory note to a non-related party in the amount of $75,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. | ||
[2] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Private Placements of Common Stock - USD ($) | 1 Months Ended | 2 Months Ended | 8 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Aug. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
STOCKHOLDERS' DEFICIT (Details) - Private Placements of Common Stock [Line Items] | |||||||
Common Stock, Shares, Issued (in Shares) | 79,770,782 | 79,770,782 | 295,065,317 | ||||
Stock Issued During Period, Value, Other | $ 550,000 | $ 33,440 | |||||
Investor [Member] | |||||||
STOCKHOLDERS' DEFICIT (Details) - Private Placements of Common Stock [Line Items] | |||||||
Common Stock, Shares, Issued (in Shares) | 916,667 | 30,000 | 1,637,334 | 11,417,666 | 11,417,666 | ||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.06 | $ 0.10 | $ 0.06 | $ 0.06 | $ 0.06 | ||
Stock Issued During Period, Value, Other | $ 55,000 | $ 3,000 | $ 98,240 | $ 685,060 | |||
Class of Warrant or Right, Unissued (in Shares) | 916,667 | 30,000 | 1,637,334 | 11,417,666 | 11,417,666 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||
Investment Warrants Expiration Date | Mar. 31, 2017 |
STOCKHOLDERS' DEFICIT (Detail48
STOCKHOLDERS' DEFICIT (Details) - Shares Issued to Employees and Directors - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2016 | Jun. 30, 2016 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' DEFICIT (Details) - Shares Issued to Employees and Directors [Line Items] | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | |||
Stock Issued During Period, Value, Other | $ 550,000 | $ 33,440 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 1,460,208 | $ 870,640 | |||||||
Dan Oran [Member] | |||||||||
STOCKHOLDERS' DEFICIT (Details) - Shares Issued to Employees and Directors [Line Items] | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,500,000 | ||||||||
Stock Issued During Period, Value, Other | $ 23,750 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0095 | ||||||||
Conversion of Stock, Shares Issued (in Shares) | 12,500,000 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | ||||||||
Chief Scientific Officer [Member] | |||||||||
STOCKHOLDERS' DEFICIT (Details) - Shares Issued to Employees and Directors [Line Items] | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,500,000 | ||||||||
Stock Issued During Period, Value, Other | $ 30,000 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.012 | ||||||||
Employees and Directors [Member] | |||||||||
STOCKHOLDERS' DEFICIT (Details) - Shares Issued to Employees and Directors [Line Items] | |||||||||
Stock Issued During Period, Shares, Other (in Shares) | 10,900,000 | 10,900,000 | |||||||
Stock Issued During Period, Value, Other | $ 147,150 | $ 2,016,500 | |||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0135 | $ 0.185 |
STOCKHOLDERS' DEFICIT (Detail49
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services - USD ($) | Jul. 15, 2016 | Apr. 15, 2016 | Jan. 15, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Apr. 30, 2016 | Oct. 31, 2015 | Oct. 30, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Nov. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | |||||||||||||||||||
Accrued Liabilities, Current | $ 1,013,615 | $ 1,130,271 | |||||||||||||||||||||||
Consultant 1 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 3,000,000 | 550,000 | |||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.012 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 9,945 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 26,055 | ||||||||||||||||||||||||
Accrued Liabilities, Current | $ 126,000 | ||||||||||||||||||||||||
Consultant 2 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 4,250,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0084 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 17,899 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 17,801 | ||||||||||||||||||||||||
Consultant 3 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 500,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0084 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 2,156 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 2,094 | ||||||||||||||||||||||||
Consultant 4 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 500,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0084 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 4,200 | ||||||||||||||||||||||||
Consultant 5 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 6 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,200,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0084 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 7,581 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 2,499 | ||||||||||||||||||||||||
Consultant 6 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 500,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0084 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 2,106 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 2,094 | ||||||||||||||||||||||||
Consultant 7 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 625,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.009 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 2,543 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 3,082 | ||||||||||||||||||||||||
Consultant 8 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.009 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 9,000 | ||||||||||||||||||||||||
Consultant 9 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.009 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 9,000 | ||||||||||||||||||||||||
Greentree Financial Group [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 6 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 700,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.018 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 12,600 | ||||||||||||||||||||||||
Consultant 10 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 110,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0755 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 8,305 | ||||||||||||||||||||||||
Consultant 11 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,500,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0127 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 31,750 | ||||||||||||||||||||||||
Professional and Contract Services Expense | $ 3,000 | ||||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 12,700 | ||||||||||||||||||||||||
Accrued Liabilities, Current | $ 19,050 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in Shares) | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||||||||||||||
Consultant 11 [Member] | Consultant Agreement Execution Date[Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | ||||||||||||||||||||||||
Consultant 11 [Member] | Issued Quarterly [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 500,000 | ||||||||||||||||||||||||
Consultant 12 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 200,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.10 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 19,800 | ||||||||||||||||||||||||
Consultant 13 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 250,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.12 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 22,295 | 7,705 | |||||||||||||||||||||||
Consultant 14 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 12 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 300,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.12 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 26,754 | 9,246 | |||||||||||||||||||||||
Consultant 15 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 6 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 750,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.15 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 19,565 | 92,935 | |||||||||||||||||||||||
Consultant 16 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 6 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 500,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.15 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 13,043 | 61,957 | |||||||||||||||||||||||
Consultant 17 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 month | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 200,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.13 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 26,000 | ||||||||||||||||||||||||
Consultant 18 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,250,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.104 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | $ 28,227 | 101,773 | |||||||||||||||||||||||
Consultant 19 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 month | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 50,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.28 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 14,000 | ||||||||||||||||||||||||
Consultant 20 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 month | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 100,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.244 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 24,400 | ||||||||||||||||||||||||
Consultant 21 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 6 months | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 250,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.244 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 61,000 | ||||||||||||||||||||||||
Consultant 22 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 50,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.32 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 14,071 | $ 1,929 | |||||||||||||||||||||||
Consultant 23 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 125,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.288 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 30,082 | 5,918 | |||||||||||||||||||||||
Consultant 24 [Member] | |||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Services [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 125,000 | ||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.34 | ||||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | $ 19,561 | $ 22,938 |
STOCKHOLDERS' DEFICIT (Detail50
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification - USD ($) | Feb. 03, 2016 | Aug. 03, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jul. 30, 2016 | Mar. 31, 2016 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Oct. 31, 2014 | Feb. 03, 2016 | Dec. 31, 2015 | Feb. 29, 2016 | Aug. 31, 2015 | Jun. 30, 2014 |
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | |||||||||||
Notes Payable | $ 2,579,962 | $ 1,553,239 | $ 75,000 | ||||||||||||||
Conversion of Stock, Amount Converted | $ 140,763 | ||||||||||||||||
Michael McDonald [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 700,000 | 25,000 | |||||||||||||||
Notes Payable | $ 75,000 | $ 84,666 | $ 92,310 | ||||||||||||||
Conversion of Stock, Amount Converted | $ 8,645 | $ 6,000 | |||||||||||||||
Michael McDonald [Member] | May 2016 [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Notes Payable | 75,000 | ||||||||||||||||
Michael McDonald [Member] | June 2016 [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||
Note Holder 1 [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,250,000 | 36,000 | |||||||||||||||
Notes Payable | $ 10,000 | $ 100,000 | |||||||||||||||
Conversion of Stock, Amount Converted | $ 342 | ||||||||||||||||
Non-Related Party 1 [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 25,000 | ||||||||||||||||
Notes Payable | $ 100,000 | $ 100,000 | $ 10,000 | ||||||||||||||
Conversion of Stock, Amount Converted | $ 3,750 | $ 7,000 | |||||||||||||||
Non-Related Party 1 [Member] | Total [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 50,000 |
STOCKHOLDERS' DEFICIT (Detail51
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2016 | Oct. 31, 2016 | Aug. 31, 2016 | Jul. 30, 2016 | Jun. 30, 2016 | May 31, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2017 | Sep. 26, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 05, 2015 | ||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | [1] | $ 1,423,012 | $ 999,580 | $ 1,423,012 | $ 999,580 | ||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | |||||||||||||||
Stock Issued During Period, Value, Other | $ 550,000 | $ 33,440 | |||||||||||||||||||
Notes Payable | 2,579,962 | $ 1,553,239 | 2,579,962 | $ 1,553,239 | $ 75,000 | ||||||||||||||||
Proceeds from Notes Payable | 200,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised (in Shares) | 1,000,000 | ||||||||||||||||||||
Non-Related Party 2 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 66,500 | $ 66,500 | $ 53,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 4,532,810 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 49,861 | ||||||||||||||||||||
Notes Payable | $ 150,000 | ||||||||||||||||||||
Non-Related Party 4 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 600,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 4,330 | ||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||
Non-Related Party 7 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 200,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,768 | ||||||||||||||||||||
Notes Payable | $ 100,000 | $ 10,000 | |||||||||||||||||||
Non-Related Party 9 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 8,036 | ||||||||||||||||||||
Notes Payable | $ 75,000 | ||||||||||||||||||||
Proceeds from Notes Payable | $ 500,000 | ||||||||||||||||||||
Non-Related Party 12 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 300,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 15,810 | ||||||||||||||||||||
Notes Payable | $ 65,000 | $ 65,000 | $ 75,000 | ||||||||||||||||||
Non-Related Party 5 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 100,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 800 | ||||||||||||||||||||
Notes Payable | $ 150,000 | ||||||||||||||||||||
Non-Related Party 6 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 200,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,768 | ||||||||||||||||||||
Notes Payable | $ 100,000 | ||||||||||||||||||||
Non-Related Party 7 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 300,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,345 | ||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||
Non-Related Party 8 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 400,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 4,900 | ||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||
Non-Related Party 10 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 68,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,969 | ||||||||||||||||||||
Notes Payable | $ 100,000 | ||||||||||||||||||||
Non-Related Party 11 [Member] | |||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued with Debts [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 350,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 8,915 | ||||||||||||||||||||
Notes Payable | $ 50,000 | ||||||||||||||||||||
[1] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
STOCKHOLDERS' DEFICIT (Detail52
STOCKHOLDERS' DEFICIT (Details) - Common Stock Held in Escrow - shares | Jul. 27, 2011 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Dec. 31, 2015 |
STOCKHOLDERS' DEFICIT (Details) - Common Stock Held in Escrow [Line Items] | |||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | |
Liquid Packaging Resources [Member] | |||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Held in Escrow [Line Items] | |||||||
Stock Issued During Period, Shares, Other (in Shares) | 5,714,286 |
STOCKHOLDERS' DEFICIT (Detail53
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Jul. 31, 2016 | Jul. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Oct. 31, 2015 | Oct. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2016 | Feb. 29, 2016 | |
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | ||||||||||||
Notes Payable | $ 2,579,962 | $ 2,579,962 | $ 1,553,239 | $ 75,000 | ||||||||||||||
Stock Issued During Period, Value, Other | $ 550,000 | 33,440 | ||||||||||||||||
Accrued Liabilities, Current | $ 1,013,615 | 1,013,615 | 1,130,271 | |||||||||||||||
Repayments of Notes Payable | 189,319 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | 4,400,000 | ||||||||||||||||
Consultant 1 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 3,000,000 | 550,000 | ||||||||||||||||
Stock Issued During Period, Value, Other | $ 91,245 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.012 | |||||||||||||||||
Accrued Liabilities, Current | $ 126,000 | |||||||||||||||||
TCN [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 14,000,000 | 2,200,000 | ||||||||||||||||
Notes Payable | $ 77,000 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.009 | $ 0.1035 | ||||||||||||||||
Gain (Loss) on Sale of Equity Investments | 56,000 | 255,215 | ||||||||||||||||
Commissions Payable to Broker-Dealers and Clearing Organizations | $ 70,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.0475 | |||||||||||||||||
Note Holder 2 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 10,000,000 | |||||||||||||||||
Stock Issued During Period, Value, Other | $ 90,000 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.009 | |||||||||||||||||
Gain (Loss) on Sale of Equity Investments | 37,600 | |||||||||||||||||
Repayments of Notes Payable | $ 50,000 | |||||||||||||||||
Deposit Liabilities, Accrued Interest | $ 2,400 | |||||||||||||||||
TCN 2 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 4,400,000 | |||||||||||||||||
Notes Payable | $ 59,000 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.1009 | |||||||||||||||||
Gain (Loss) on Sale of Equity Investments | $ 1,198,773 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 4,400,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.185 | |||||||||||||||||
Minimum [Member] | Consultant 1 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.08 | |||||||||||||||||
Maximum [Member] | Consultant 1 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.21 | |||||||||||||||||
Note Holder 1 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,250,000 | 36,000 | ||||||||||||||||
Notes Payable | $ 10,000 | $ 100,000 | ||||||||||||||||
Stock Issued During Period, Value, Other | $ 11,875 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0095 | |||||||||||||||||
Gain (Loss) on Sale of Equity Investments | 1,875 | |||||||||||||||||
Deitsch [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 15,000,000 | 15,000,000 | 125,000 | |||||||||||||||
Notes Payable | $ 100,000 | $ 10,000 | ||||||||||||||||
Accrued Salaries | $ 75,000 | 75,000 | ||||||||||||||||
Non-Related Party 11 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | |||||||||||||||||
Notes Payable | $ 150,000 | |||||||||||||||||
Stock Issued During Period, Value, Other | $ 19,900 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.0199 | |||||||||||||||||
Gain (Loss) on Sale of Equity Investments | $ 8,638 | |||||||||||||||||
Repayments of Notes Payable | $ 10,000 | |||||||||||||||||
Deposit Liabilities, Accrued Interest | $ 1,262 | |||||||||||||||||
Vendor 2 [Member] | ||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Settlement of Accounts Payable & Debt [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 150,000 | |||||||||||||||||
Notes Payable | $ 15,000 | |||||||||||||||||
Stock Issued During Period, Value, Other | $ 28,500 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.19 |
STOCKHOLDERS' DEFICIT (Detail54
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt - USD ($) | Dec. 06, 2016 | Nov. 10, 2016 | Oct. 17, 2016 | Oct. 14, 2016 | Sep. 28, 2016 | Sep. 14, 2016 | Aug. 31, 2016 | Aug. 29, 2016 | Jul. 28, 2016 | Jul. 13, 2016 | Jun. 21, 2016 | Jun. 06, 2016 | Apr. 14, 2016 | Mar. 07, 2016 | Feb. 29, 2016 | Feb. 23, 2016 | Feb. 12, 2016 | Feb. 11, 2016 | Feb. 03, 2016 | Feb. 02, 2016 | Jan. 20, 2016 | Jan. 05, 2016 | Dec. 15, 2015 | Dec. 15, 2015 | Dec. 08, 2015 | Dec. 03, 2015 | Nov. 02, 2015 | Oct. 23, 2015 | Sep. 29, 2015 | Aug. 28, 2015 | Jun. 22, 2015 | Jun. 03, 2015 | Apr. 20, 2015 | Jan. 26, 2015 | Dec. 31, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2016 | Oct. 31, 2014 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 |
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 6,696,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 75,000 | $ 2,579,962 | $ 1,553,239 | $ 2,579,962 | $ 2,579,962 | $ 1,553,239 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 140,763 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,200,000 | 4,400,000 | 150,000 | 125,000 | 4,500,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 189,319 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable, Current | 958,027 | 842,024 | $ 958,027 | $ 958,027 | $ 842,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 550,000 | 33,440 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
LG [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 70,875 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Greentree Financial Group [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 5,274,262 | 8,603,469 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 25,000 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | 44,008 | $ 78,634 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael McDonald [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 84,666 | $ 75,000 | $ 84,666 | $ 92,310 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 8,645 | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 700,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total [Member] | Greentree Financial Group [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities [Member] | Michael McDonald [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 19,916,103 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 11,166,666 | 8,000,000 | 5,000,000 | 2,602,142 | 4,000,000 | 1,622,222 | 2,380,952 | 1,111,111 | 892,857 | 1,171,360 | 800,000 | 757,575 | 1,872,659 | 1,322,751 | 1,322,751 | 381,377 | 453,000 | 489,964 | 461,548 | 6,602,142 | 5,114,285 | 250,000 | 5,494,451 | 24,166,666 | 1,324,341 | |||||||||||||||||||||||||||||||
Notes Payable | $ 100,000 | $ 20,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 112,447 | $ 146,912 | $ 44,277 | $ 198,546 | 263,656 | $ 201,894 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 50,000 | $ 55,386 | $ 73,441 | $ 51,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Current | $ 144,642 | $ 144,642 | 28,929 | $ 27,300 | $ 28,929 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | LG [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 451,846 | 749,625 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 20,875 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 44,363 | $ 128,478 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Holder 3 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable, Current | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 32,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Sale of Equity Investments | (7,500) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vista [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 4,886,525 | 5,000,000 | 2,500,000 | 2,000,000 | 1,979,578 | 1,100,000 | 1,000,000 | 550,000 | 550,000 | 350,000 | 281,440 | 275,000 | 300,000 | 300,000 | 300,000 | 1,456,440 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 121,739 | $ 60,870 | $ 121,739 | 121,739 | $ 60,870 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 288,290 | $ 131,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Holder 4 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 23,548,252 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 113,896 | $ 113,896 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | 321,805 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Holder 4 [Member] | Total [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | 275,000 | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Holder 6 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 196,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 43,716 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deitsch [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | $ 100,000 | $ 10,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 15,000,000 | 15,000,000 | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Castaldo [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Common Stock Issued for Conversion of Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 71,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 17,428 |
STOCKHOLDERS' DEFICIT (Detail55
STOCKHOLDERS' DEFICIT (Details) - Stock Split | Apr. 20, 2015 |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity, Reverse Stock Split | On April 20, 2015, the Company declared a 1 for 40 reverse common stock split to stockholders. |
STOCKHOLDERS' DEFICIT (Detail56
STOCKHOLDERS' DEFICIT (Details) - Schedule of share conversions of restricted stock - USD ($) | Dec. 06, 2016 | Nov. 10, 2016 | Oct. 18, 2016 | Oct. 17, 2016 | Oct. 14, 2016 | Oct. 06, 2016 | Sep. 28, 2016 | Sep. 14, 2016 | Aug. 31, 2016 | Aug. 30, 2016 | Aug. 29, 2016 | Jul. 28, 2016 | Jul. 13, 2016 | Jun. 21, 2016 | Jun. 13, 2016 | Jun. 06, 2016 | May 06, 2016 | Apr. 14, 2016 | Mar. 16, 2016 | Mar. 07, 2016 | Feb. 29, 2016 | Feb. 23, 2016 | Feb. 18, 2016 | Feb. 12, 2016 | Feb. 11, 2016 | Feb. 08, 2016 | Feb. 03, 2016 | Feb. 02, 2016 | Jan. 20, 2016 | Jan. 13, 2016 | Jan. 05, 2016 | Dec. 15, 2015 | Dec. 15, 2015 | Dec. 08, 2015 | Dec. 03, 2015 | Nov. 02, 2015 | Oct. 23, 2015 | Sep. 29, 2015 | Aug. 28, 2015 | Aug. 26, 2015 | Jun. 22, 2015 | Jun. 03, 2015 | Apr. 20, 2015 | Jan. 26, 2015 | Jul. 02, 2014 | Jun. 18, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Aug. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' DEFICIT (Details) - Schedule of share conversions of restricted stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Converted | 6,696,428 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Debt Converted | $ 1,460,208 | $ 870,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of share conversions of restricted stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Converted | 11,166,666 | 8,000,000 | 5,000,000 | 2,602,142 | 4,000,000 | 1,622,222 | 2,380,952 | 1,111,111 | 892,857 | 1,171,360 | 800,000 | 757,575 | 1,872,659 | 1,322,751 | 1,322,751 | 381,377 | 453,000 | 489,964 | 461,548 | 6,602,142 | 5,114,285 | 250,000 | 5,494,451 | 24,166,666 | 1,324,341 | ||||||||||||||||||||||||||||||
Fair Value of Debt Converted | $ 115,727 | $ 99,575 | $ 48,354 | $ 21,614 | $ 51,827 | $ 12,709 | $ 20,143 | $ 18,213 | $ 18,669 | $ 33,666 | $ 32,413 | $ 19,960 | $ 93,838 | $ 112,447 | $ 20,875 | $ 50,000 | $ 73,468 | $ 68,392 | $ 60,034 | $ 18,462 | $ 18,462 | $ 44,277 | $ 73,441 | $ 201,894 | |||||||||||||||||||||||||||||||
Greentree Financial Group [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of share conversions of restricted stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Converted | 4,603,469 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Debt Converted | $ 41,750 | $ 36,884 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Vista [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of share conversions of restricted stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Converted | 4,886,525 | 5,000,000 | 2,500,000 | 2,000,000 | 1,979,578 | 1,100,000 | 1,000,000 | 550,000 | 550,000 | 350,000 | 281,440 | 275,000 | 300,000 | 300,000 | 300,000 | 1,456,440 | |||||||||||||||||||||||||||||||||||||||
Fair Value of Debt Converted | $ 45,483 | $ 53,436 | $ 19,220 | $ 14,476 | $ 27,086 | $ 23,669 | $ 60,449 | $ 13,255 | $ 15,218 | $ 15,998 | $ 25,203 | $ 22,645 | $ 25,239 | $ 22,037 | $ 36,000 | ||||||||||||||||||||||||||||||||||||||||
Note Holder 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of share conversions of restricted stock [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Converted | 6,000,000 | 3,500,000 | 3,200,000 | 2,500,000 | 3,600,000 | 1,000,000 | 2,000,000 | 1,748,252 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Debt Converted | $ 59,400 | $ 22,927 | $ 26,800 | $ 47,500 | $ 37,800 | $ 33,666 | $ 51,404 | $ 42,308 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Oct. 30, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Apr. 04, 2016 | Mar. 03, 2016 | Feb. 29, 2016 | |
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | 4,400,000 | |||||
Notes Payable (in Dollars) | $ 1,553,239 | $ 2,579,962 | $ 75,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Warrants Exercised During Period (in Shares) | 1,000,000 | ||||||
Stock Issued During Period, Shares, Conversion of Units (in Shares) | 400,000 | ||||||
Stock Issued During Period, Value, Conversion of Units (in Dollars) | $ 33,440 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested (in Dollars) | $ 0 | ||||||
Share Price | $ 0.0082 | ||||||
In The Money Warrants (in Shares) | 0 | ||||||
Warrants Granted March 3rd 2016 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Class of Warrant or Right, Outstanding (in Shares) | 2,500,000 | ||||||
Investment Warrants, Exercise Price | $ 0.03 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | $ 19,370 | $ 48,774 | |||||
Investment Warrants Expiration Date | Mar. 3, 2021 | ||||||
Warrants Granted April 4th 2016 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Class of Warrant or Right, Outstanding (in Shares) | 4,000,000 | ||||||
Investment Warrants, Exercise Price | $ 0.05 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | $ 24,728 | $ 61,544 | |||||
Investment Warrants Expiration Date | Apr. 4, 2019 | ||||||
Warrants Granted July 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.1009 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | $ 1,463 | ||||||
Investment Warrants Expiration Date | Jun. 30, 2016 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 4,400,000 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 4,400,000 | ||||||
Notes Payable (in Dollars) | $ 59,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.185 | ||||||
Warrants Granted April 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.35 | ||||||
Investment Warrants Expiration Date | Apr. 14, 2017 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,000,000 | ||||||
Warrants Granted April 2014 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 1 | ||||||
Investment Warrants Expiration Date | Apr. 9, 2019 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 100,000 | ||||||
Warrants Granted March 2016 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.10 | ||||||
Investment Warrants Expiration Date | Mar. 31, 2017 | ||||||
Class of Warrant or Right, Unissued (in Shares) | 916,667 | ||||||
Warrants Granted September and October 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.20 | ||||||
Investment Warrants Expiration Date | Sep. 30, 2016 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 1,637,334 | ||||||
Warrants Granted May Through December 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.20 | ||||||
Investment Warrants Expiration Date | Jun. 30, 2016 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 11,447,666 | ||||||
Warrants Granted January 2014 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 1.20 | ||||||
Investment Warrants Expiration Date | Dec. 31, 2015 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 300,000 | ||||||
Warrants Granted December 2013 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 1.20 | ||||||
Investment Warrants Expiration Date | Dec. 31, 2015 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 250,000 | ||||||
Warrants Granted November 2011 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 6 | ||||||
Investment Warrants Expiration Date | Nov. 8, 2015 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 41,667 | ||||||
Warrant Repricing During October 2016 [Member] | Warrants Granted July 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.05 | ||||||
Investment Warrants Expiration Date | Mar. 31, 2017 | ||||||
Warrant Repricing During October 2016 [Member] | Warrants Granted March 2016 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.05 | ||||||
Investment Warrants Expiration Date | Mar. 31, 2017 | ||||||
Warrant Repricing During October 2016 [Member] | Warrants Granted September and October 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.05 | ||||||
Investment Warrants Expiration Date | Mar. 31, 2017 | ||||||
Warrant Repricing During October 2016 [Member] | Warrants Granted May Through December 2015 [Member] | |||||||
STOCK OPTIONS AND WARRANTS (Details) [Line Items] | |||||||
Investment Warrants, Exercise Price | $ 0.05 | ||||||
Investment Warrants Expiration Date | Mar. 31, 2017 |
STOCK OPTIONS AND WARRANTS (D58
STOCK OPTIONS AND WARRANTS (Details) - Schedule of warrants outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of warrants outstanding [Abstract] | ||
Number of shares | 21,725,000 | 1,606,667 |
Weighted average exercise price | $ 0.95 | $ 1.92 |
Number of shares, Excercised | (1,000,000) | |
Weighted average exercise price, Excercised | ||
Number of shares, Issued | 27,101,667 | 21,685,000 |
Weighted average exercise price, Issued | $ 0.02 | $ 1.11 |
Number of shares, Forfeited | (19,685,000) | (566,667) |
Weighted average exercise price, Forfeited | ||
Number of shares | 29,141,667 | 21,725,000 |
Weighted average exercise price | $ 0.03 | $ 0.95 |
STOCK OPTIONS AND WARRANTS (D59
STOCK OPTIONS AND WARRANTS (Details) - Schedule of fixed-price warrants outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of fixed-price warrants outstanding [Abstract] | ||
Exercise Price, Lower Range | $ 0.03 | $ 0.20 |
Exercise Price, Upper Range | $ 1 | $ 6 |
Weighted Average Number Outstanding (in Shares) | 29,141,667 | 21,700,000 |
Weighted Average Contractual Life | 332 days | 255 days |
Weighted Average Exercise Price | $ 0.03 | $ 0.95 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 5.50% | |
Effective Income Tax Rate Reconciliation, Percent | 37.63% | |
Operating Loss Carryforwards | $ 33,663,000 | |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2035 | |
Difference between net operating loss carryforwards and accumulated deficit | $ 19,696,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 649,000 | $ 207,000 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Tax Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Tax Expense [Abstract] | ||
Computed “expected” tax expense (benefit) - Federal | $ (1,084,483) | $ (1,777,507) |
Computed “expected” tax expense (benefit) - State | (185,641) | (304,273) |
Permanent differences | 620,615 | 1,874,050 |
Change in valuation allowance | 649,509 | 207,730 |
Accrued salary | 249,976 | 207,730 |
Inventory Reserve | 69,254 | |
Valuation allowance | (319,230) | (207,730) |
Current net deferred income tax asset | ||
Net operating loss carryforwards | 12,667,206 | 12,143,139 |
Valuation allowance | (12,667,206) | (12,143,139) |
Non-current net deferred income tax asset |
COMMITMENTS AND CONTINGENCIES62
COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases | 1 Months Ended | 12 Months Ended | |||||
Feb. 29, 2016USD ($) | Apr. 30, 2015USD ($) | Feb. 28, 2013USD ($) | Jul. 31, 2012USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016ft² | Dec. 31, 2015USD ($) | |
COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases [Line Items] | |||||||
Rental Income, Nonoperating | $ 19,381 | $ 27,564 | |||||
Recepto Pharm [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases [Line Items] | |||||||
Operating Leases, Rent Expense | $ 3,200 | $ 3,500 | $ 6,400 | 116,257 | 126,339 | ||
Lessor, Operating Lease, Term of Contract | 3 years | 3 years | |||||
Lessor, Operating Lease, Renewal Term | 5 years | 5 years | |||||
Nationwide Laboratory Services, Inc. [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases [Line Items] | |||||||
Operating Leases, Rent Expense | $ 1,500 | ||||||
Lessor, Operating Lease, Term of Contract | 1 year | ||||||
Area for office sublets (in Square Feet) | ft² | 3,779 | ||||||
Monthly Rent Increase | 100 | ||||||
Maximum rent attained | $ 2,200 | ||||||
Rental Income, Nonoperating | $ 19,381 | $ 27,564 |
COMMITMENTS AND CONTINGENCIES63
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements - USD ($) | Mar. 28, 2016 | Sep. 30, 2016 | Oct. 31, 2015 | Oct. 30, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 |
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Common Stock, Shares, Issued (in Shares) | 295,065,317 | 79,770,782 | |||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 87,804 | $ 592,705 | |||||||
Increase (Decrease) in Accrued Liabilities | (132,227) | 526,479 | |||||||
Repayments of Notes Payable | 189,319 | ||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,200,000 | 4,400,000 | |||||||
Consultant Agreement 1 [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Lessor, Operating Lease, Term of Contract | 5 years | ||||||||
Common Stock, Shares, Issued (in Shares) | 500,000 | ||||||||
Debt Instrument, Term | 1 year | ||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.18 | ||||||||
Accrued expense | 142,500 | 142,500 | |||||||
Investor Relation Services [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.16 | $ 0.21 | |||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 550,000 | 200,000 | 400,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 91,245 | $ 32,000 | $ 84,000 | ||||||
Increase (Decrease) in Accrued Liabilities | $ 126,000 | ||||||||
Repayments of Debt | $ 126,000 | ||||||||
Consultant Agreement 2 [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0127 | ||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500,000 | ||||||||
Increase (Decrease) in Accrued Liabilities | 31,750 | ||||||||
Repayments of Notes Payable | $ 3,000 | ||||||||
Consultant Agreement 2 [Member] | Consultant Agreement Execution Date[Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 1,000,000 | ||||||||
Consultant Agreement 2 [Member] | Issued Quarterly [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 500,000 | ||||||||
Consultant Agreement 2 [Member] | Transaction 1 [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 12,700 | ||||||||
Consultant Agreement 2 [Member] | Transaction 2 [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 19,050 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in Shares) | 1,000,000 | ||||||||
Consultant Agreement 3 [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Repayments of Notes Payable | $ 7,000 | ||||||||
Contractual Obligation | 36,000 | ||||||||
Notes Issued | $ 120,000 | ||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 2,000,000 | ||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.05 | ||||||||
Minimum [Member] | Investor Relation Services [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.08 | ||||||||
Maximum [Member] | Investor Relation Services [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Consulting Agreements [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.21 |
COMMITMENTS AND CONTINGENCIES64
COMMITMENTS AND CONTINGENCIES (Details) - Litigation - USD ($) | Aug. 17, 2015 | Jun. 30, 2015 | May 30, 2015 | Apr. 21, 2015 | Jun. 30, 2011 | Dec. 31, 2015 | Jan. 31, 2012 | Nov. 30, 2011 | Dec. 31, 2011 | Jan. 31, 2012 | Dec. 31, 2016 | Feb. 29, 2016 | Sep. 30, 2013 | Aug. 31, 2012 | Mar. 31, 2012 | Jan. 26, 2012 | Aug. 02, 2011 |
COMMITMENTS AND CONTINGENCIES (Details) - Litigation [Line Items] | |||||||||||||||||
Notes Payable | $ 1,553,239 | $ 2,579,962 | $ 75,000 | ||||||||||||||
Bankruptcy [Member] | |||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Litigation [Line Items] | |||||||||||||||||
Gain (Loss) Related to Litigation Settlement | 315,000 | ||||||||||||||||
Accrued the legal settlement | $ 990,927 | ||||||||||||||||
Debt, Approximate | $ 816,662 | ||||||||||||||||
Cash Settlement | $ 350,000 | ||||||||||||||||
Operating Leases, Future Minimum Payments Due | 35,000 | ||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | 1,085,468 | ||||||||||||||||
Accrued Salaries | 815,747 | ||||||||||||||||
Litigation Settlement Interest | 129,466 | ||||||||||||||||
Accrued Payroll Taxes | 140,255 | ||||||||||||||||
Other Income | $ 770,968 | ||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Litigation [Line Items] | |||||||||||||||||
Loss Contingency, Damages Awarded, Value | $ (360,000) | ||||||||||||||||
Loss Contingency, Settlement Agreement, Terms | 35 months | ||||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ (20,000) | $ (20,000) | |||||||||||||||
Payment increase in event of default | $ 200,000 | ||||||||||||||||
Accrued the legal settlement | 147,179 | ||||||||||||||||
Loss Contingency Accrual, Provision | $ 200,000 | ||||||||||||||||
Liquid Packaging Resources [Member] | |||||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) - Litigation [Line Items] | |||||||||||||||||
Reimbursement sought | $ 359,826.85 | ||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 500,000 | ||||||||||||||||
Notes Payable | $ 350,000 | $ 150,000 | $ 175,000 | $ 350,000 | |||||||||||||
Debt Instrument, Term | 7 months | ||||||||||||||||
Payment on a monthly basis | $ 50,000 | $ 30,000 | $ 30,000 | ||||||||||||||
Repayments of Debt | $ 25,000 | $ 150,000 | $ 205,000 | ||||||||||||||
Penalty for late payment | $ 5,000 | ||||||||||||||||
Penalty for non-payment | $ 15,000 | ||||||||||||||||
Conversion of Stock, Amount Issued | $ 450,000 | ||||||||||||||||
Cash Settlement | $ 450,000 |
COMMITMENTS AND CONTINGENCIES65
COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases | Dec. 31, 2016USD ($) |
Operating Leases [Abstract] | |
2,017 | $ 121,433 |
2,018 | 126,494 |
2,019 | 88,513 |
2,020 | 233,861 |
Thereafter | 145,870 |
$ 570,301 |
SUBSEQUENT EVENTS (Details) - C
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt - USD ($) | Feb. 28, 2017 | Feb. 03, 2017 | Jan. 26, 2017 | Dec. 11, 2015 | Aug. 17, 2015 | Jun. 30, 2014 | Apr. 09, 2014 | Mar. 31, 2017 | Mar. 30, 2017 | Jan. 30, 2017 | Dec. 31, 2015 | Jan. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jul. 30, 2016 | Feb. 29, 2016 | Nov. 05, 2015 | Jun. 30, 2015 | Jan. 25, 2015 | Dec. 31, 2014 | |
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | [1] | $ 999,580 | $ 1,423,012 | ||||||||||||||||||
Notes Payable | 1,553,239 | 2,579,962 | $ 75,000 | ||||||||||||||||||
Common Stock, Value, Issued | $ 79,771 | $ 295,065 | |||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 79,770,782 | 295,065,317 | |||||||||||||||||||
Debt Conversion, Description | LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. | The Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price sixty percent of the lowest closing bid price of the Company’s Common Stock for the twenty prior trading days including the conversion date | |||||||||||||||||||
Notes Receivable, Terms Description | Coventry promises to pay the Company $80,000 no later than September 30, 2017 | ||||||||||||||||||||
Note Holder 1 [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 50,000 | ||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 56,457 | ||||||||||||||||||||
Notes Payable | $ 10,000 | $ 100,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | ||||||||||||||||||||
Common Stock, Value, Issued | $ 0.05 | ||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 300,000 | ||||||||||||||||||||
Note Holder 1 [Member] | Restated Note [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Notes Payable | $ 56,567 | ||||||||||||||||||||
Note Holder 1 [Member] | Default Penalties [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 300,000 | 300,000 | |||||||||||||||||||
Non-related party [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 40,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 114,759 | $ 92,310 | $ 20,000 | $ 80,000 | $ 84,666 | $ 55,386 | $ 55,386 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 70,875 | ||||||||||||||||||||
Notes Payable | $ 100,000 | $ 20,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | |||||||||||||||
Debt Conversion, Description | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.80, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price fifty-five percent (55%) of the lowest closing bid price of the Company’s Common Stock for the twenty trading days preceding the conversion date | Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date | |||||||||||||||
Class of Warrant or Right, Outstanding (in Shares) | 6,000,000 | ||||||||||||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.005 | ||||||||||||||||||||
Coventry [Member] | Additional Issuance[Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 80,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||
Notes Receivable, Related Parties | $ 80,000 | ||||||||||||||||||||
Notes Receivable, Fair Value Disclosure | $ 80,000 | ||||||||||||||||||||
LG Capital Funding[Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 52,500 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||||||||||||||
LG Capital Funding[Member] | Back End Note[Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Notes Payable | $ 52,500 | ||||||||||||||||||||
Non-Related Party 2 [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 53,000 | $ 66,500 | |||||||||||||||||||
Notes Payable | $ 150,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ||||||||||||||||||||
Debt Conversion, Description | The note holder has the right to convert the note into shares of Common Stock at a price of sixty percent (60%) of the average of the three lowest trading prices of the Company’s Common Stock for the fifteen trading days preceding the conversion date. | ||||||||||||||||||||
Labrys Fund [Member] | |||||||||||||||||||||
SUBSEQUENT EVENTS (Details) - Convertible Notes Payable and Stocks issued with Debt [Line Items] | |||||||||||||||||||||
Convertible Notes Payable | $ 66,500 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ||||||||||||||||||||
Common Stock, Shares, Issued (in Shares) | 4,532,810 | ||||||||||||||||||||
Debt Conversion, Description | Labrys has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the lowest trading price of the Company’s Common Stock for the twenty trading days preceding the conversion date. | ||||||||||||||||||||
[1] | At September 30, 2016, the balance of $1,375,674 consisted of the following convertible loans:In September 2011, the Company borrowed $250,000 from a non-related party. The principal of this loan were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20%.With the conversions during 2013 through 2015, the remaining balance of the Note was $75,000 with a fair value of $95,998 at December 31, 2015 and matured on February 3, 2016. On February 10, 2016, the balance of $75,000 with a fair value of $101,810 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $26,810 in connection with this debt sale. The new Note carries interest at 8% and is due on February 10, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,251. On March 7, 2016, a conversion of 6,696,428 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $140,763 (See Note 4 and 7).On March 19, 2014, the Company issued two Convertible Debentures in the amount of up to $500,000 each (total $1,000,000) to two non-related parties. The first tranche of $15,000 each (total $30,000) of the funds was received during the first quarter of 2014. The notes carry interest at 8% and are due on the date that is two years from the execution and funding of the note. On March14, 2016, the maturity was extended by two years to March 19, 2018. The note holders have the right to convert the notes into shares of Common Stock at a price of $0.20. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $18,104. At September 30, 2016, these convertible notes payable, at fair value, was recorded at $36,180.On February 25, 2015, the Company issued a Convertible Debenture in the amount of $68,250 to LG Capital Funding, LLC ("LG"). On August 17, 2015, the principal balance with accrued interest of $70,875 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. During 2015, Coventry made a conversion of total of 1,201,471 shares of the company's restricted stock satisfying the note in full with a fair value of $172,842. On August 17, 2015, the Company encountered a penalty of $27,300 in connection with prepayment of the LG note. The Company had Coventry make the payment to LG on behalf the Company and issued a Convertible Debentures in the amount of $27,300 to Coventry. The note carries interest at 8% and is due on August 17, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $21,293. During April, June and July 2016, a conversion of 5,114,285 shares of the company's restricted stock was made satisfying the Note in full with a fair value of $51,065 (See Note 7).On February 24, 2015, the Company issued a Convertible Debentures in the amount of up to $250,000 to a non-related party. During the year ended December 31, 2015 and nine months ended September 30, 2016, the Company received the fund for a total of $100,000 and $50,000, respectively. The note carries one time interest at 12% and is due on the date that is two years from the execution and funding of the note. The note holders have the right to convert the notes into shares of Common Stock at a price of lessor of (a) 0.40 or (b) sixty percent (60%) of the average of the two lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $102,383 and $113,952 for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. During August through December 2015, the Note holder made conversions for a total of 1,456,440 satisfying $60,870 of the note with a fair value of $131,125. During January through September, 2016, Vista made conversions for a total of 10,029,578 shares of the company's restricted stock satisfying $79,920 of the note with a fair value of $189,371 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $63,561 net of debt discount of $7,473. The Company has recorded loan costs in the amount of $18,870 for the loan origination fees. The loan cost was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $6,313.During April 2015, the Company issued two Convertible Debentures in the amount of $275,000 each (aggregating $550,000) to two non-related parties. The notes carry interest at 8% and are due on the date that is nine months from the execution and funding of the note. If paid fully in cash by the maturity date, the amount of repayment is $137,500 for each Note plus accrued interest of 8%. The notes holders have the right to convert the notes into shares of Common Stock at a fixed price of $0.10. In the event of default, $275,000 each (aggregating $550,000) plus interest may be paid in the form of conversion into common stock at the lower of: (i) the 0.10 or (ii) 0.45 multiplied by the lowest bid price of the Common Stock during the ten consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion. In connection with the issuance of these convertible notes payable, the Company encountered a day-one derivative loss of $274,958.On December 11, 2015, the principal balance of $137,500 with accrued interest of $7,142 was assigned and sold to Coventry in the form of a Convertible Redeemable Note. The Company encountered a penalty of $28,929 in connection with prepayment of the note. The Company had Coventry make the payment to the note holder on behalf the Company and issued a Convertible Debentures in the amount of $28,929 to Coventry. With these assignments, one of the Notes of $275,000 was paid in full.On January 9, 2016, the other note payable of $275,000 was in default. The Note holder made a conversion of total of 23,548,252 shares of stocks satisfying $113,896 of the notes payable with a fair value of $321,805 during the nine months ended September 30, 2016 (see Note 7). On August 31, 2016, the principal and accrued interest after the conversion was $189,319. The Company repaid the note in full on August 31, 2016.During April 2015, the Company issued a total of 2,000,000 two year warrants to the notes holders to purchase common stock at an exercise price of $0.35 per share The Company classified embedded conversion features in these warrants as a derivative liability. During December 2015, 1,000,000 warrants were exercised via cashless exercise into 400,000 shares with a fair value of $33,440. The warrants were valued at their fair value of $189,959 and $134 respectively using the Black-Scholes method at the commitment and re-measurement dates of April 9, 2015 and September 30, 2016, respectively.Also, the Company issued a total of 125,000 shares of common stocks in connection with issuance of these convertible notes payable. The Company has recorded debt discount a total of $232,500 for the warrants issued and origination fees at inception date. The debt discount was fully amortized as of September 30, 2016. Amortization for the debt discount and loan issuance cost for the nine months ended September 30, 2016 was $3,194.Following the assignment, the convertible note payable of $144,642, at fair value, was recorded at $368,468 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $223,826. On December 15, 2015, Coventry made a conversion of 1,322,751 shares of the company's restricted stock satisfying $50,000 of the note with a fair value of $112,447. During January through March, 2016, Coventry made conversions of a total of 5,494,451 shares of the company's restricted stock satisfying the note in full with a fair value of $198,546 (See Note 7).Following the assignment of prepayment penalty, the convertible note payable of $28,929, at fair value, was recorded at $73,695 on December 11, 2015. The note carries interest at 8% and is due on December 10, 2016, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $44,766. During July and August, 2016, the Noteholder made conversions of a total of 6,602,142 shares of the company's restricted stock satisfying the note in full with a fair value of $73,441 (See Note 7).During December 2015, our President and CEO, Mr. Deitsch, assigned $80,000 of his outstanding loan to a non-related party in the form of a Convertible Redeemable Note. The note carries interest at 4% and is due on December 7, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at eighty-five percent (85%) of the average of the three lowest VWAP prices of the Company's Common Stock for the five trading days preceding the conversion date including the day upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $28,791. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $92,027.On December 28, 2015, the Company issued a Convertible Debenture in the amount of $65,000 to a non-related party. The note carries interest at 10% and is due on December 23, 2016, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the lowest closing bid prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $54,300. The Company also issued 300,000 shares of common stocks as additional consideration. The Company has recorded debt discount of $15,810 for the fair value of stocks issued on the inception date. The debt discount was fully amortized during the nine months ended September 30, 2016. . On June 20, 2016, the balance of $65,000 with accrued interest and fees of $7,000, at fair value of $229,759, was assigned and sold to a non-related party in the form of a Convertible Redeemable Note. The Company has recorded a gain of $157,759 in connection with this debt sale (See Note 4). The new Note of $72,000 carries interest at 8% and is due on June 20, 2017, unless previously converted into shares of restricted common stock. The convertible note's holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $192,863. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $135,607.On March 3, 2016, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry"). The note carries interest at 8% and is due on March 3, 2017, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $87,596. During September 2016, the Noteholder made a conversion of 5,000,000 shares of the company's restricted stock satisfying the Note of $19,500 with a fair value of $48,354 (See Note 7). At September 30, 2016, the convertible note payable, at fair value, was recorded at $150,077.On March 3, 2016, in connection with the issuance of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,500,000 shares of the Company's common stock at an exercise price of $0.03 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $48,774 and $19,021 using the Black-Scholes method on March 3, 2016 and September 30, 2016, respectively (See Note 8).On March 3, 2016, the Company issued an additional "Back-end Note" in the amount of $100,000 to Coventry Enterprises, LLC ("Coventry") with the same terms as the original note. The note carries interest at 8% and is due on March 3, 2017. The Note was funded on September 8, 2016. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $148,077. At September 30, 2016, the convertible note payable, at fair value, was recorded at $186,429.During June 2016, the notes payable of $50,000 originated in January 2016 with accrued interest of $4,800 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on June 16, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $86,251. At September 30, 2016, the balance of $54,800, at fair value, was recorded at $103,628.During July 2016, the Company issued a convertible note to a non-related party in the amount of $50,000 bearing monthly interest at a rate of 2.0%. The note holder has the right to convert the notes into shares of Common Stock at a price of $0.05. The note is due in six months from the execution and funding of the note. In connection with the issuance of this note, the Company issued 300,000 shares of the Company's common stocks (See Note 7). The Company has recorded a debt discount in the amount of $2,345 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The discount of $1,000 was amortized during the nine months ended September 30, 2016. The interest expense for the nine months ended September 30, 2016 is $2,600. At September 30, 2016, the principal balance of the loan net of discount is $48,655. In the event of the Company's failure to pay the Note in a timely fashion, the Noteholder will receive 300,000 shares restricted, common stock on the date that is 10 business days after the maturity date. The loan is under personal guarantee by our President and CEO, Rik Deitsch.During September 2016, the notes payable of $10,000 originated in December 2015 with accrued interest of $1,951 was assigned and sold to a non-related party in the form of a Convertible Redeemable Note(See Note 6(2)). The note carries interest at 8% and is due on September 21, 2017, unless previously converted into shares of restricted common stock. The Noteholder has the right to convert the note, until is no longer outstanding into shares of Common Stock at fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $15,421. At September 30, 2016, the balance of $11,951, at fair value, was recorded at $22,668.During April 2016, the Company entered into a loan agreement with Greentree Financial Group, Inc. ("Greentree") in connection with a bridge financing transaction, consisting of certain unsecured convertible promissory notes in principal amount up to $250,000, the first tranche of $50,000 was funded during April 2016 and matures one year from the funding of the Note. The conversion price is lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,089. At September 30, 2016, the convertible note payable, at fair value, was recorded at $86,128.During April 2016, the Company issued a total of 2,000,000 three year warrants to Greentree to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On March 28, 2016, the Company signed an expansion agreement with Brewer and Associates Consulting, LLC ("B+A") to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve the Company's cash obligation of $36,000 per original agreement, the Company issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. One of the three convertible notes for $40,000 was issued to Greentree, and the other two convertible notes payable for a total of $80,000 were issued to B+A in April 2016.The Note of $40,000 to Greentree bears annual interest rate of 12% and conversion price is the lower of $0.10 per share or 60% of the average of the three lowest volume weighted average prices for the ten consecutive trading days immediately prior to but not including the conversion date. In October 2016, Greentree made conversions of a total of 8,603,469 shares satisfying the note payable and accrued interest in full (See Note 10).The Notes of $80,000 to B+A bear annual interest rate of 10% and conversion price is equal to 60% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. In connection with the issuance of these convertible note payable, the Company encountered a day-one derivative loss of $81,996. At September 30, 2016, the convertible notes payable, at fair value, was recorded at $197,181.Also, the Company issued a total of 2,000,000 three year warrants to B+A to purchase common stock at an exercise price of $0.05 per share The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $30,772 and $12,598, respectively using the Black-Scholes method at the commitment and re-measurement dates of April 4, 2015 and September 30, 2016, respectively(See Note 8).On May 2, 2016, the Company terminated the agreement with Greentree and is working on a definitive settlement agreement that will pay off the outstanding bridge financing, eliminate the warrants and the note payable of $40,000 for services.During August 2016, the Company issued a Convertible Debenture to a non-related party in principal amount up to $225,000, the first tranche of $45,000 was funded during August 2016 and matures one year from the funding of the Note. The note carries interest at 6%. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $37,932. At September 30, 2016, the convertible note payable, at fair value, was recorded at $73,890, net of debt discount of $4,125. The Company has recorded loan costs in the amount of $4,500 for the loan origination fees paid at inception date. The total loan cost of $4,500 was amortized over the term of the loan. Amortization for the nine months ended September 30, 2016 was $375. During August 2016, the Company signed a Secured & Collateralized Convertible Promissory Note for $52,500 to LG Capital Funding, LLC ("LG"). The note carries interest at 8% and is due on August 22, 2017, unless previously converted into shares of restricted common stock. LG has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of sixty percent (60%) of the average of the two lowest trading prices of the Company's Common Stock for the fifteen trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $39,128. At September 30, 2016, the convertible note payable, at fair value, was recorded at $91,332. The note carries an additional "Back-end Note" with the same terms as the original note that enables the lender to lend the Company another $52,500.During August 2016, the Company issued a Convertible Debenture to a non-related party in the amount of $51,000. The note carries interest at 12% and matures on May 19, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a sixty percent (60%) of the average of the three lowest trading prices of the Company's Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of the convertible note payable, the Company encountered a day-one derivative loss of $32,901. At September 30, 2016, the convertible note payable, at fair value, was recorded at $88,311.In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable.The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon.The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion.Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company's stock, etc. If the lender receives additional shares of the Company's commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company's common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders. |
SUBSEQUENT EVENTS (Details) -67
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions - USD ($) | Oct. 23, 2015 | Aug. 26, 2015 | Jan. 25, 2015 | Jul. 02, 2014 | Jun. 18, 2014 | Mar. 31, 2017 | Jan. 31, 2017 | Jun. 30, 2015 | Mar. 31, 2017 | Aug. 31, 2016 | Dec. 31, 2015 |
Coventry [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 451,846 | 749,625 | 461,548 | 107,337 | 219,535 | 15,500,000 | 250,000 | 6,602,142 | 1,324,341 | ||
Repayments of Debt | $ 43,400 | ||||||||||
Note Holder 1 [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 8,000,000 | ||||||||||
Note Holder 1 [Member] | Principal [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Repayments of Debt | $ 17,117 | ||||||||||
Note Holder 1 [Member] | Accrued Interest [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Repayments of Debt | $ 1,000 | ||||||||||
LG Capital Funding[Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 20,971,375 | ||||||||||
Note Holder 2 [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 19,573,258 | ||||||||||
Greentree Financial Group [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Conversions [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,980,861 | ||||||||||
Repayments of Debt | $ 25,000 | ||||||||||
Interest Expense, Debt | $ 4,044 |
SUBSEQUENT EVENTS (Details) -68
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Modification - USD ($) | 1 Months Ended | ||||
Mar. 31, 2017 | Jan. 31, 2017 | Jan. 26, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||
Common Stock, Shares, Issued (in Shares) | 295,065,317 | 79,770,782 | |||
Note Holder 1 [Member] | |||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||
Common Stock, Shares, Issued (in Shares) | 300,000 | ||||
Note Holder 1 [Member] | Default Penalties [Member] | |||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||
Common Stock, Shares, Issued (in Shares) | 300,000 | 300,000 | |||
Note Holder 2 [Member] | Default Penalties [Member] | |||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||
Subsequent Event, Effect of Change in Tax Status | $ 50,000 | ||||
Labrys Fund [Member] | |||||
SUBSEQUENT EVENTS (Details) - Common Stock Issued for Debt Modification [Line Items] | |||||
Common Stock, Shares, Issued (in Shares) | 4,532,810 |
SUBSEQUENT EVENTS (Details) -69
SUBSEQUENT EVENTS (Details) - Consulting agreements - shares | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
SUBSEQUENT EVENTS (Details) - Consulting agreements [Line Items] | ||||
Common Stock, Shares, Issued (in Shares) | 295,065,317 | 79,770,782 | ||
Consultant 1 [Member] | ||||
SUBSEQUENT EVENTS (Details) - Consulting agreements [Line Items] | ||||
Consulting Agreement, Term of Contract | 12 months | |||
Common Stock, Shares, Issued (in Shares) | 1,000,000 | |||
Non-Related Party 3 [Member] | ||||
SUBSEQUENT EVENTS (Details) - Consulting agreements [Line Items] | ||||
Consulting Agreement, Term of Contract | 12 months | |||
Consultant 2 [Member] | ||||
SUBSEQUENT EVENTS (Details) - Consulting agreements [Line Items] | ||||
Common Stock, Shares, Issued (in Shares) | 1,500,000 |
SUBSEQUENT EVENTS (Details) - D
SUBSEQUENT EVENTS (Details) - Due to Officer - Deitsch [Member] | 3 Months Ended |
Apr. 14, 2017USD ($) | |
SUBSEQUENT EVENTS (Details) - Due to Officer [Line Items] | |
Short-term Debt | $ 116,500 |
Repayments of Short-term Debt | 74,600 |
Short-term Debt, Fair Value | $ 102,158 |