Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | 20-May-15 | 18-May-15 | |
Document And Entity Information | |||
Entity Registrant Name | Greenfield Farms Food, Inc. | ||
Entity Central Index Key | 1440517 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Is Entity's Reporting Status Current | No | ||
Entity Public Float | $34,000 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 18,948,923 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and cash equivalents | $59,843 | $5,022 |
Prepaid expense | 3,691 | |
Credit card receivables | 3,726 | 4,918 |
Inventory | 29,734 | 8,486 |
Deferred charges | 4,063 | 4,361 |
Total Current Assets | 97,366 | 26,478 |
Property and Equipment | ||
Equipment, computer hardware and software | 152,871 | 148,390 |
Accumulated depreciation | -94,819 | -72,806 |
Property and equipment, net | 58,052 | 75,584 |
Other Assets | ||
Security Deposits | 4,128 | 5,603 |
Total Assets | 159,546 | 107,665 |
Current Liabilities | ||
Checks written in excess of bank balance | 13,555 | |
Accounts Payable | 93,883 | 99,009 |
Accrued wages and payroll expenses | 9,695 | 23,753 |
Accrued interest | 13,742 | 9,742 |
Accrued interest - related parties | 12,153 | 9,641 |
Accrued interest - convertible notes payable | 18,134 | 19,290 |
Derivative Liability | 266,162 | 251,137 |
Note Payable | 50,200 | 50,000 |
Notes payable - related parties | 321,591 | 100,687 |
Convertible notes payable, net of debt discount | 221,994 | 204,871 |
Total Liabilities | 1,007,554 | 781,685 |
Stockholders' Deficit | ||
Preferred stock, par value $.001 50,000,000 shares authorized; 96,623 series A convertible shares issued and outstanding | 97 | 97 |
Preferred stock, par value $.001 50,000,000 shares authorized; 44,000 series B convertible shares issued and outstanding | 44 | 44 |
Preferred stock, par value $.001 50,000,000 shares authorized; 1,000 series D shares issue and outstanding | 1 | |
Common stock, par value $.001 950,000,000 shares authorized; 4,930,736 and 485,776 shares issued and outstanding, respectively | 4,931 | 486 |
Warrants | 507,280 | 507,280 |
Additional paid-in capital | 1,007,930 | 145,247 |
Accumulated deficit | -2,368,291 | -1,327,174 |
Total Stockholders' Deficit | -848,008 | -674,020 |
Total Liabilities and Stockholders' Deficit | $159,546 | $107,665 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' Deficit | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Series A Convertible Preferred stock, issued shares | 96,623 | 96,623 |
Series A Convertible Preferred stock, outstanding shares | 96,623 | 96,623 |
Series B Convertible Preferred stock, issued shares | 44,000 | 44,000 |
Series B Convertible Preferred stock, outstanding shares | 44,000 | 44,000 |
Series D Convertible Preferred stock, issued shares | 1,000 | 1,000 |
Series A Convertible Preferred stock, outstanding shares | 1,000 | 1,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 950,000,000 | 950,000,000 |
Common stock, Issued | 4,930,736 | 485,776 |
Common stock, outstanding | 4,930,736 | 485,776 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Sales | ||
Food and beverage | $1,594,058 | $1,184,841 |
Vending receipts | 9,430 | 4,638 |
Total sales | 1,603,488 | 1,189,479 |
Cost of Goods Sold | 1,345,423 | 955,848 |
Gross Profit | 258,065 | 233,631 |
Operating Expenses | ||
Telephone and utilities | 96,280 | 92,408 |
Legal, accounting and professional fees | 124,497 | 62,768 |
Rent | 73,483 | 64,895 |
Advertising | 19,386 | 49,323 |
Repairs and maintenance | 30,677 | 27,533 |
Bank and credit card processing charges | 31,779 | 24,481 |
Wages and taxes | 104,035 | 33,043 |
Stock based compensation | 10,000 | |
Depreciation | 22,014 | 18,093 |
Other | 129,749 | 72,882 |
Total Operating Expenses | 631,900 | 455,426 |
Loss From Operations | -373,835 | -221,795 |
Other Expenses (Income) | ||
Interest expense | 24,689 | -2,801 |
Derivative expense | 265,015 | 193,079 |
Change in derivative liability | -489,590 | -51,179 |
Loss on conversion of debt | 590,279 | 130,642 |
Amoritization expense on discount of debt | 276,889 | 29,314 |
Total Other Expenses (Income) | 667,282 | 299,055 |
Loss Before Provision for Income Tax | -1,041,117 | -520,850 |
Provision for Income Tax | ||
Net Loss | ($1,041,117) | ($520,850) |
Basic and Diluted | 2,330,889 | 75,913 |
Basic and Diluted | ($0.45) | ($6.86) |
Consolidated_Statement_Of_Stoc
Consolidated Statement Of Stockholders' Deficit (USD $) | Preferred Stock | Common Stock | Warrant | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2012 | ($456,118) | ($456,118) | ||||
Beginning Balance, Shares at Dec. 31, 2012 | ||||||
Distributions | -31,500 | -31,500 | ||||
Liability assumed by member of COHP, LLC | 575,973 | 575,973 | ||||
Issuance of conv Pref C shs & warrants to acquire COHP membership interests, Amount | 1 | 507,280 | 1,079,318 | 1,586,599 | ||
Issuance of conv Pref C shs & warrants to acquire COHP membership interests, Shares | 1,000 | |||||
Conversion of Pref C shs to common stock to accomplish change in control, Amount | -1 | 180 | 53,786 | 53,965 | ||
Conversion of Pref C shs to common stock to accomplish change in control, Shares | -1,000 | 179,887 | ||||
Recapitalization/Merger, Amount | 141 | 32 | -1,175,197 | -894,679 | -2,069,703 | |
Recapitalization/Merger, Shares | 140,623 | 31,661 | ||||
October 2013 common stock issued for services, Amount | 2 | 9,998 | 10,000 | |||
October 2013 common stock issued for services, Shares | 1,667 | |||||
October through December 2013, issuance of common stock to convertible noteholders, Amount | 272 | 177,342 | 177,614 | |||
October through December 2013, issuance of common stock to convertible noteholders, Shares | 272,561 | |||||
Net loss | -520,850 | -520,850 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 141 | 486 | 507,280 | 145,247 | -1,327,174 | -674,020 |
Ending Balance, Shares at Dec. 31, 2013 | 140,623 | 485,776 | ||||
Issuance of common stock to convertible noteholders,Amount | 4,445 | 272,405 | 276,850 | |||
Issuance of common stock to convertible noteholders, Shares | 4,444,960 | |||||
Beneficial conversion feature recroded for convertible debt | 590,279 | 590,279 | ||||
Issuance of series D preferred stock, Amount | 1 | -1 | ||||
Issuance of series D preferred stock, Shares | 1,000 | |||||
Net loss | -1,041,117 | -1,041,117 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $142 | $4,931 | $507,280 | $1,007,930 | ($2,368,291) | ($848,008) |
Ending Balance, Shares at Dec. 31, 2014 | 141,623 | 4,930,736 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ||
Net loss for the period | ($1,041,117) | ($520,850) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation | 22,014 | 18,093 |
Amortization of deferred financing costs | 10,549 | 3,261 |
Amoritization of discount on debt | 276,889 | 29,314 |
Change in Derivative Liability | -489,590 | -51,179 |
Initial derivative liability expense | 265,015 | 193,079 |
Loss on conversion of debt | 590,279 | 130,642 |
Convertible note issued for services | 26,000 | 45,000 |
Stock baesd compensation | 10,000 | |
Changes in Assets and Liabilities | ||
Decrease in prepaid expense | 3,691 | 1,163 |
Increase in inventory | -21,248 | -14 |
Decrease in deferred debt charges | 299 | |
Decrease (increase) in credit card receivable | 1,192 | -2,527 |
Decease in security deposits | 1,475 | 2,200 |
(Decrease) increase in accounts payable | -18,681 | 28,316 |
(Decrease) in accrued expenses | -8,702 | -4,043 |
Net Cash Used in Operating Activities | -381,935 | -117,545 |
Cash Flow from Investing Activities | ||
Purchase of property and equipment | -4,482 | -22,986 |
Payment of security deposit | -5,300 | |
Cash received in merger | 52 | |
Net Cash Provided by (Used in) Investing Activities | -4,482 | -28,234 |
Cash Flow From Financing Activities | ||
Proceeds from notes payable - related parties, net | 520,588 | 173,882 |
Proceeds from notes payable | 200 | |
Proceeds from convertible notes payable | 226,600 | 10,000 |
Payments of notes payable - related parties | -299,685 | |
Payments on capital leases | -5,670 | |
Payments on convertible notes payable | -6,465 | |
Payment of distributions to members | -31,500 | |
Net Cash Provided by Financing Activities | 441,238 | 146,712 |
Net Increase in Cash and Cash Equivalents | 54,821 | 933 |
Cash and Cash Equivalents - Beginning | 5,022 | 4,089 |
Cash at End of Period | 59,843 | 5,022 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 1,851 | 337 |
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Accrued Interest | -6,800 | |
Debt discount from fair value of embedded derivatives | 226,600 | -143,500 |
Common stock issued for covertible notes and accrued interest | 867,129 | 46,970 |
Accounts payable cancelled in exchange for convertible note | $26,000 | $9,300 |
Nature_Of_Business
Nature Of Business | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 1. NATURE OF BUSINESS | Greenfield Farms Food, Inc. (“GRAS” or the "Company") was incorporated under the laws of the State of Nevada on June 2, 2008. In October 2013, the Company entered into an Asset Purchase Agreement (the “Agreement”) with COHP, LLC (”COHP”) through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela’s Pizzeria (“Carmela’s”) through a newly formed wholly-owned subsidiary Carmela’s Pizzeria CO, Inc. COHP, LLC was formed on May 1, 2011, under the laws of the State of Ohio. |
Carmela's Pizzeria presently has four Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a full service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores. | |
The Carmela’s Pizzeria assets and liabilities were acquired in exchange for 1,000 shares of the Company’s Series C Convertible Preferred Stock (“Series C”) that converted on October 31, 2013 into 179,887 shares of the Company’s common stock upon the effective date of a 1 for 100 reverse split. In addition, COHP and its assigns received warrants to purchase a total of 53,965,942 shares of the Company’s common stock for a period of five years in the amounts and exercise prices as follows: 59,962 at $3.00; 59,962 at $6.00; and 59,962 at $7.50. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation |
The consolidated financial statements for the year ended December 31, 2014 include the accounts of the Company and Carmela’s. The consolidated financial statements for the year ending December 31, 2013 include the accounts of Carmela’s for the full year and the Company from October 1, 2013 through December 31, 2013. All of the intercompany accounts have been eliminated in consolidation. | |
For SEC reporting purposes, Carmela’s is treated as the continuing reporting entity that acquired GRAS. The reports filed after the transaction have been prepared as if Carmela’s (accounting acquirer) were the legal successor to the Company’s reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Carmela’s for all periods prior to the share exchange; and consolidated with the Company from the date of the share Exchange. All share and per share amounts of Carmela’s have been retroactively adjusted to reflect the legal capital structure of the Company pursuant to FASB ASC 805-40-45-1. | |
Effective February 20, 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. Since the reverse stock split occurred following December 31, 2014, but prior to the issuance of these financial statements, the number of shares outstanding, share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure. | |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. | |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |
Fair Value of Financial Instruments | |
The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. | |
The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments. | |
The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. | |
The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company. | |
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). | |
Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |
The three hierarchy levels are defined as follows: | |
Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |
The Company has determined that its derivative liabilities fall under Level 2. Derivative liabilities measured at fair value were $266,162 and $251,137 at December 31, 2014 and 2013, respectively. | |
Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. | |
Use of Estimates and Assumptions | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents at either December 31, 2014 or 2013. | |
Property and Equipment | |
Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the three to five year estimated useful lives of the assets. | |
Revenue Recognition | |
The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products/services. | |
Reclassifications | |
Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements. | |
Income Taxes | |
The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. | |
Stock-Based Compensation | |
Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of December 31, 2014 and 2013, the Company had not issued any stock-based payments to its employees. | |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of December 31, 2014 and 2013 there were warrants outstanding to purchase 179,886 shares of common stock. | |
Derivative Financial Instruments | |
The Company follows ASC 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity. The Company’s convertible debt has conversion provisions based on a discount of the market price of the Company’s common stock. | |
The Company had derivative liabilities resulting from the issuance of convertible debt, which were measured at fair value on a recurring basis using an option pricing model. Consequently, the Company adjusted the fair value of the derivative liabilities at both December 31, 2014 and 2013 and recorded a loss related to the change in the value of the derivative liability of $489,590 and $51,179 in the statement of operations for the years ended December 31, 2014 and 2013, respectively, that were attributable to the change in unrealized gains or losses relating to the derivative liabilities still held at the reporting date for the years ended December 31, 2014 and 2013. | |
Dividends | |
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. | |
Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $19,386 and $49,323 during the years ended December 31, 2014 and 2013, respectively. | |
Impairment of Long-Lived Assets | |
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Recent Accounting Pronouncements | |
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on our present or future consolidated financial statements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 3. INVENTORIES | Inventories consist of food and beverages, and are stated at the lower of cost, or market. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 4. PROPERTY AND EQUIPMENT | Property and equipment is recorded at cost and consisted of the following at December 31: | ||||||||
2014 | 2013 | ||||||||
Equipment | $ | 152,871 | $ | 148,390 | |||||
Less: Accumulated depreciation | (94,819 | ) | (72,806 | ) | |||||
Property and equipment, net | $ | 58,052 | $ | 75,584 | |||||
Depreciation expense was $22,014 and $18,093 for the periods ended December 31, 2014 and 2013. |
Note_Payable
Note Payable | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 5. NOTE PAYABLE | In October 2013, COHP assumed a promissory note issued by GRAS for $50,000 as part of the recapitalization. The note is secured by the Company’s common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense was $4,000 and $1,000 for the years ended December 31, 2014 and 2013, respectively. Additional notes in the amount of $300 were issued in the year ended December 31, 2014 with $100 in payments made against those notes with accrued interest expense of $11 during the year ended December 31, 2014. |
Notes_Payable_Related_Parties
Notes Payable - Related Parties | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 6. NOTES PAYABLE - RELATED PARTIES | Entities controlled by the members have loaned monies to COHP for working capital purposes. The loans are non-interest bearing and have no specific terms of repayment. A related party loan from KB Air is secured by all the assets of the Company. | ||||||||
The activity for the years ended December 31, 2014 and 2013 is as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 100,687 | $ | 471,578 | |||||
Advances, net | 220,904 | 173,882 | |||||||
Notes assumed in recapitalization | - | 31,200 | |||||||
Assumed by member of COHP | - | (575,973 | ) | ||||||
$ | 321,591 | $ | 100,687 |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Note 7. CONVERTIBLE NOTES PAYABLE | Effective with the Share Exchange at October 1, 2013, the outstanding convertible debt of GRAS was assumed by Carmela’s, the accounting acquirer, incorporating the following notes and transactions: | ||||||||||||||||||||
On June 15, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $83,500 with an interest rate of 8% per annum that is due on March 9, 2013. The note was convertible by the holder after 180 days at 35% of the lowest trading price in the sixty trading days before the conversion. During the quarter ended December 31, 2013 Asher Enterprises issued notices of conversion to convert $20,600 on the June 2012 note for 132,010 shares at a price of $0.15 per share. The remaining balance of the note at December 31, 2013 was $6,350. An $87,148 loss on the conversion of the shares was recorded in 2013 as the note was in default and a derivative liability was no longer recorded at the time of conversions. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the $6,350 remaining balance along with $3,340 in accrued interest on the this note to 92,286 shares at a price of $0.11 per share. The remaining balance of the note after the conversions was $-0-. An $84,610 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. | |||||||||||||||||||||
On August 12, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $20,000 with an interest rate of 8% per annum due on August 3, 2013. The note was convertible by the holder after 180 days at 35% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $20,000 balance along with $1,600 in accrued interest on this note to 188,714 shares at a price of $0.10 per share. The remaining balance of the note after the conversions was $-0-. A $123,850 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. | |||||||||||||||||||||
On April 15, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $53,000 with an interest rate of 8% per annum due on October 30, 2013. The note is convertible by the holder after 180 days at 40% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $53,000 balance along with $2,120 in accrued interest on this note to 459,333 shares at a price of $0.12 per share. The remaining balance of the note after the conversions was $-0-. A $259,903 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. | |||||||||||||||||||||
On April 15, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $15,500 with an interest rate of 8% per annum due on November 15, 2013. The note is convertible by the holder after 180 days at 40% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $15,500 balance along with $620 in accrued interest on this note to 134,333 shares at a price of $0.12 per share. The remaining balance of the note after the conversions was $-0-. A $51,905 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. | |||||||||||||||||||||
On May 14, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $32,500 with an interest rate of 8% per annum due on February 13, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $32,500 balance along with $1,300 in accrued interest on this note to 250,370 shares at a price of $0.14 per share. The remaining balance of the note after the conversions was $-0-. A $111,209 decrease in derivative liability was recorded as a result of these conversions. | |||||||||||||||||||||
On June 24, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $7,500 with an interest rate of 8% per annum due on March 19, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued a notice of conversion to convert the entire $7,500 balance along with $300 in accrued interest on this note to 57,778 shares at a price of $0.14 per share. The remaining balance of the note after the conversions was $-0-. A $27,314 decrease in derivative liability was recorded as a result of these conversions. | |||||||||||||||||||||
On September 19, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $32,500 with an interest rate of 8% per annum due on June 12, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. This note was not yet convertible as of December 31, 2013. During the three month period ended March 31, 2014 Asher Enterprises issued a notice of conversion to convert $16,600 in principal on this note to 122,963 shares at a price of $0.14 per share. The remaining balance of the note after those conversions was $15,900. In April 2014, the remaining balance of this note was acquired by CareBourn Capital, which converted the entire remaining balance of $15,900 plus $1,378 in interest into 127,984 shares at a price of $0.14 per share. The remaining balance of this note after these conversions was $-0-. A $52,025 decrease in derivative liability was recorded as a result of these conversions. | |||||||||||||||||||||
On August 21, 2012, the Company issued a convertible promissory note in the amount of $1,500 to the Gulfstream 1998 Irrevocable Trust. The note was unsecured, due on demand and carried interest at 8% per annum. The note was convertible into shares of common stock at the market price. During the year ended December 31, 2013 an additional $25,900 was loaned and $5,664 was repaid on these notes. In addition, $4,000 of these notes were converted to 4,000 shares of our Series B preferred stock At October 1, 2013 the remaining notes with a balance of $12,736 that was convertible at market price were amended making them convertible at 45% of the lowest trading price in the thirty trading days before the conversion creating a derivative liability. During that same period, 6,604 in principal on these notes were converted to 44,470 shares of common stock at a price of $0.15. A $14,013 decrease in the derivative liability on these notes was recorded for the converted shares. The remaining balance of the notes after the conversions was $11,133 at December 31, 2013. During the year ended December 31, 2014 an additional $18,100 was loaned under the same conversion terms but are not convertible until six months following their issuance date. Also during that period a total of $9,166 was repaid on these notes. During the three month period ended March 31, 2014 the Trust issued a notice of conversion to convert $2,700 in principal on these notes to 20,000 shares at a price of $0.14 per share. A $14,013 decrease in derivative liability was recorded as a result of the conversion. The remaining balance of these notes was $17,367 at December 31, 2014 following these transactions. | |||||||||||||||||||||
At October 1, 2013, an $18,000 unsecured demand promissory note with an interest rate of 8% convertible to common stock at market was outstanding. In October 2013, the conversion terms of this note was changed making it convertible at 45% of the lowest trading price in the thirty trading days before the conversion, creating a derivative liability. The entire principal balance of this note was outstanding at December 31, 2013. During the three month period ended March 31, 2014 the holder of this note issued notices of conversion to convert the entire $18,000 balance on this note plus $138 in accrued interest to 122,144 shares at a price of $0.14 per share. The remaining balance of the note after the conversions was $-0-. A $61,473 decrease in derivative liability was recorded as a result of these conversions. | |||||||||||||||||||||
At October 1, 2013, the Company had an outstanding convertible promissory note to CareBourn Capital in the principal amount of $6,000 with an interest rate of 8% per annum due on December 19, 2013. The note is convertible by the holder at any time at 35% of the average of the three lowest trading prices in the ten trading days before the conversion. During the quarter ended December 31, 2013, CareBourn Capital converted $3,990 on this note for 26,590 shares at a price of $0.15 per share. A $45,495 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. The remaining balance of the note after the conversions was $2,010 at December 31, 2013. During the quarter ended March 31, 2014, CareBourn Capital converted the $2,010 balance on this note plus $416 in accrued interest to 26,172 shares at a price of $0.15 per share. The remaining balance of the note after the conversions was $-0-. A $22,915 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. | |||||||||||||||||||||
At October 1, 2013, the Company had an outstanding a convertible promissory note to CareBourn Capital in the principal amount of $15,000 with an interest rate of 8% per annum due on November 3, 2013. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the quarter ended December 31, 2013, CareBourn Capital converted the $15,000 balance on this note along with $777 in accrued interest for 69,492 shares at a price of $0.24 per share. A $16,500 decrease in the derivative liability on these notes was recorded upon the conversion of shares. | |||||||||||||||||||||
On October 1, 2013, the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $9,300 with an interest rate of 8% per annum due on June 1, 2014 upon the conversion of $9,300 in accounts payable to Cresthill. This note is convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion beginning six months from the issuance date. During the quarter ended March 31, 2014 this note was assigned to CareBourn Capital, which converted the entire note balance of $9,300 along with $145 in accrued interest into 89,949 shares of common stock at $0.15 per share. The remaining balance of this note was $-0- after this conversion and a loss on the conversion of $39,683 was recorded for the difference in the market value and the conversion price on the date of conversion. | |||||||||||||||||||||
On October 29, 2013, the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $25,000 with an interest rate of 8% per annum due on October 29, 2014 in payment of a $25,000 fee for work performed to complete the acquisition of the assets of Carmela’s Pizzeria. This note is convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion beginning six months from the issue date. In the quarter ended December 31, 2014, $12,500 of this note was sold to Beaufort Capital leaving a remaining balance of $12,500 as of that date payable to Cresthill Associates. | |||||||||||||||||||||
In November 2013, the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $22,500 with an interest rate of 8% per annum due on August 27, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. In April 2014, this note was sold and assigned to two entities unaffiliated with Asher or the Company including $9,000 sold to CareBourn Capital and $13,500 sold to Incipix Partners. During the three month period ended September, 2014 Incipix Partners issued a notice of conversion to convert $13,500 in principal and $657 in interest on this note to 209,732 shares at a price of $0.07 per share. A $20,251 decrease in derivative liability was recorded as a result of this conversion. The remaining balance of the note after those conversions was $9,000 payable to CareBourn Capital. | |||||||||||||||||||||
On December 9, 2013, the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $5,000 with an interest rate of 8% per annum due on June 9, 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the quarter ended December 31, 2014, CareBourn sold this note to Booski Consulting, an unaffiliated third party, which converted $2,600 in principal on the note to 173,333 shares of common stock at $0.015 per share. A $5,013 decrease in derivative liability was recorded as a result of this conversion. The remaining balance of the note after those conversions was $2,400. | |||||||||||||||||||||
In December 2013, the Company issued two convertible promissory notes to Gulfstream 1998 Trust in the aggregate principal amount of $5,000 with an interest rate of 8% per annum due on demand. These notes were convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion. At December 31, 2013, these notes were fully outstanding. During the year ended December 31, 2014 these note were repaid leaving no balance due at December 31, 2014. | |||||||||||||||||||||
In January 2014, the Company issued a total of $10,000 in convertible promissory notes to CareBourn Capital with an interest rate of 8% per annum due in July 2014. These notes are convertible by the holder at any time at 45% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $5,000 in principal and $237 in interest on these notes to 158,768 shares at a price of $0.03 per share. An $11,072 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $5,000 at December 31, 2014. | |||||||||||||||||||||
On February 18, 2014, the Company issued $62,500 in a convertible promissory note to CareBourn Capital with an interest rate of 8% per annum due in August 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $4,590 in principal on these notes to 364,232 shares at a price of $0.012 per share. An $8,900 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $57,910 at December 31, 2014. | |||||||||||||||||||||
On March 3, 2014, the Company issued a convertible promissory note to LG Funding in the principal amount of $35,000 with an interest rate of 8% per annum due on February 25, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $16,200 in principal and $1001 in interest on these notes to 812,479 shares at a price of $0.02 per share. A $32,988 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $18,800 at December 31, 2014. | |||||||||||||||||||||
On April 7, 2014, the Company issued a convertible promissory note to Adar Bays in the principal amount of $37,000 with an interest rate of 8% per annum due on April 1, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $12,004 in principal on these notes to 671,333 shares at a price of $0.02 per share. A $19,210 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $24,996 at December 31, 2014. | |||||||||||||||||||||
On April 17, 2014, the Company issued a convertible promissory note to Beaufort Capital in the principal amount of $25,000 with an interest rate of 10% per annum due on October 17, 2014. The note is convertible by the holder after 180 days at 60% of the lowest closing bid price in the twenty trading days before the conversion. During the year ended December 31, 2014, $10,345 of these notes were converted to 108,916,667 shares of common stock at a price of $0.0009 per share. | |||||||||||||||||||||
On July 15, 2014, the Company issued a convertible promissory note to Gregory Galanis in the principal amount of $13,500 with an interest rate of 8% per annum due on April 15, 2015, in exchange for $13,500 in debt owed Mr. Galanis for services rendered to the Company. The note is convertible by the holder after 180 days at 45% of the lowest closing bid price in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014. | |||||||||||||||||||||
On September 1, 2014, the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $12,500 with an interest rate of 8% per annum due on July 1, 2015, in exchange for $12,500 in debt owed Cresthill for services rendered to the Company. The note is convertible by the holder after 180 days at 45% of the lowest closing bid price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014. | |||||||||||||||||||||
On October 9, 2014, the Company issued a convertible promissory note to LG Funding in the principal amount of $26,500 with an interest rate of 8% per annum due on October 9, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014. | |||||||||||||||||||||
On November 3, 2014, the Company issued a convertible promissory note to Beaufort Capital in the principal amount of $12,500 due on May 3, 2015 with an interest rate of 5% per annum, which accrues only in the event of a default and only from such default date until the note is paid in full. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014. | |||||||||||||||||||||
On December 1, 2014, the Company issued a convertible promissory note to Gulfstream 1998 Irrevocable Trust in the principal amount of $3,000 due on December 1, 2015 with an interest rate of 8% per annum. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014. | |||||||||||||||||||||
Total interest expense on these notes was $16,002 and $11,587 for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||||||
A summary of debentures payable as of December 31, 2014 and 2013 is as follows: | |||||||||||||||||||||
Face Value | Balances 12/31/13 | Issuance of new convertible notes | Amortization of discount on convertible Notes | Debenture conversions & payments year ended 12/31/14 | Balances 12/31/14 | ||||||||||||||||
Notes outstanding at 12/31/2013 | $ | 260,294 | $ | - | $ | - | $ | (224,627 | ) | $ | 35,667 | ||||||||||
2014 note issuances | - | 252,600 | - | (48,139 | ) | 204,461 | |||||||||||||||
Note discount | $ | (55,423 | ) | (239,600 | ) | 276,889 | - | (18,134 | ) | ||||||||||||
Total | $ | 204,871 | $ | 13,000 | $ | 276,889 | $ | (272,766 | ) | $ | 221,994 | ||||||||||
Face Value | Balances | Issuance of new convertible notes | Amortization of discount on convertible Notes | Debenture conversions three months ended 12/31/13 | Balances 12/31/13 | ||||||||||||||||
10/1/13 | |||||||||||||||||||||
Assumed notes | $ | 239,687 | - | - | $ | (46,193 | ) | $ | 193,494 | ||||||||||||
2013 Notes | - | 66,800 | - | - | 66,800 | ||||||||||||||||
Note discount | $ | (4,000 | ) | (80,737 | ) | $ | 29,314 | - | (55,423 | ) | |||||||||||
Total | $ | 235,687 | $ | (13,937 | ) | $ | 29,314 | $ | (46,193 | ) | $ | 204,871 |
Derivative_Liability
Derivative Liability | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||
Note 8. DERIVATIVE LIABILITY | The Company has determined that the conversion features of certain of its convertible notes represent an embedded derivative since the notes are convertible into a variable number of shares upon conversion. Accordingly, they are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the notes. Such discount will be accreted from the commencing date of conversion period to the maturity date of the notes. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. | ||||||||||||||||||||||||||||||||||||||||||||
The beneficial conversion feature for notes that became convertible in 2014 resulted in initial debt discounts of $239,600 and an initial loss on the valuation of the derivative liabilities of $504,615 based on the initial fair value of the derivative liabilities of $265,015. The fair value of the embedded derivative liabilities for notes not in default were calculated at the conversion commencement dates utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 1/9/14 | 1/16/14 | 2/18/14 | 3/19/14 | 4/29/14 | 6/5/15 | 7/30/14 | 8/5/14 | 8/21/14 | 9/3/14 | 10/7/14 | ||||||||||||||||||||||||||||||||||
Note amount | $ | 5,000 | $ | 5,000 | $ | 62,500 | $ | 32,500 | $ | 25,000 | $ | 22,500 | $ | 5,000 | $ | 5,100 | $ | 5,000 | $ | 35,000 | $ | 37,000 | |||||||||||||||||||||||
Stock price convertible date | $ | 0.003 | $ | 0.0021 | $ | 0.0023 | $ | 0.0013 | $ | 0.0011 | $ | 0.0008 | $ | 0.0004 | $ | 0.0006 | $ | 0.0005 | $ | 0.0004 | $ | 0.0003 | |||||||||||||||||||||||
Expected life (years) | 0.5 | 0.5 | 0.5 | 0.23 | 0.25 | 0.23 | 0.24 | 0.25 | 0.25 | 0.48 | 0.48 | ||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.07 | % | 0.07 | % | 0.07 | % | 0.12 | % | 0.02 | 0.12 | % | 0.03 | % | 0.03 | % | 0.03 | % | 0.05 | % | 0.04 | % | ||||||||||||||||||||||||
Volatility | 420 | % | 420 | % | 402 | % | 157 | % | 97 | % | 106 | % | 105 | % | 106 | % | 105 | % | 138 | % | 406 | % | |||||||||||||||||||||||
Initial derivative value | $ | 16,621 | $ | 12,122 | $ | 191,384 | $ | 54,688 | $ | 43,040 | $ | 27,907 | $ | 6,218 | $ | 17,571 | $ | 13,530 | $ | 62,323 | $ | 59,211 | |||||||||||||||||||||||
The beneficial conversion feature for notes that became convertible in 2013 resulted in initial debt discounts of $193,500 and an initial loss on the valuation of the derivative liabilities of $168,950 based on the initial fair value of the derivative liabilities of $362,450. The fair value of the embedded derivative liabilities were calculated at the conversion commencement dates utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 10/27/13 | 10/28/13 | 11/10/13 | 12/9/13 | 12/21/13 | 12/23/13 | 12/27/13 | ||||||||||||||||||||||||||||||||||||||
Note amount | $ | 12,737 | $ | 18,000 | $ | 32,500 | $ | 5,000 | $ | 7,500 | $ | 2,500 | $ | 2,500 | |||||||||||||||||||||||||||||||
Stock price at convertible date | $ | 0.0005 | $ | 0.0045 | $ | 0.0023 | $ | 0.0006 | $ | 0.00045 | $ | 0.0005 | $ | 0.00048 | |||||||||||||||||||||||||||||||
Expected life (years) | 0.5 | 0.44 | 0.23 | 0.5 | 0.24 | 0.75 | 0.75 | ||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.1 | % | 0.1 | % | 0.08 | % | 0.1 | % | 0.07 | % | 0.1 | % | 0.1 | % | |||||||||||||||||||||||||||||||
Volatility | 295 | % | 277 | % | 286 | % | 260 | % | 410 | % | 319 | % | 319 | % | |||||||||||||||||||||||||||||||
Initial derivative value | $ | 27,027 | $ | 107,083 | $ | 50,016 | $ | 9,204 | $ | 50,040 | $ | 17,783 | $ | 12,663 | |||||||||||||||||||||||||||||||
At December 31, 2014, the following notes remained convertible and not fully converted or in default. All convertible notes beyond their maturity dates totaling $128,332 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability. The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 2014 utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 3/3/14 | 10/7/14 | Matured | ||||||||||||||||||||||||||||||||||||||||||
Note amount | $ | 18,800 | $ | 24,996 | $ | 128,332 | |||||||||||||||||||||||||||||||||||||||
Stock price at convertible date | $ | 0.0001 | $ | 0.0001 | $ | 0.0001 | |||||||||||||||||||||||||||||||||||||||
Expected life (years) | 0.15 | 0.25 | 0.5 | ||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.04 | % | 0.11 | % | 0.11 | % | |||||||||||||||||||||||||||||||||||||||
Volatility | 236 | % | 236 | % | % | ||||||||||||||||||||||||||||||||||||||||
12/31/14 derivative value | $ | 21,832 | $ | 31,528 | $ | 212,802 | |||||||||||||||||||||||||||||||||||||||
At December 31, 2013, the following notes remained convertible and not fully converted or in default. All convertible notes in default were no longer valued for the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversion. The fair value of the embedded derivative liabilities on the remaining convertible notes was calculated at December 31, 2013 utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 10/27/13 | 10/28/13 | 11/10/13 | 12/9/13 | 12/21/13 | 12/23/13 | 12/27/13 | ||||||||||||||||||||||||||||||||||||||
Note amount | $ | 6,133 | $ | 18,000 | $ | 32,500 | $ | 5,000 | $ | 7,500 | $ | 2,500 | $ | 2,500 | |||||||||||||||||||||||||||||||
Stock price at convertible date | $ | 0.00048 | $ | 0.0048 | $ | 0.0023 | $ | 0.00065 | $ | 0.00045 | $ | 0.00053 | $ | 0.00048 | |||||||||||||||||||||||||||||||
Expected life (years) | 0.32 | 0.26 | 0.09 | 0.44 | 0.24 | 0.73 | 0.73 | ||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.09 | % | 0.09 | % | 0.07 | % | 0.09 | % | 0.07 | % | 0.09 | % | 0.09 | % | |||||||||||||||||||||||||||||||
Volatility | 351.6 | % | 397.8 | % | 463.4 | % | 329.7 | % | 426.8 | % | 361.6 | % | 361.6 | % | |||||||||||||||||||||||||||||||
12/31/13 derivative value | $ | 20,962 | $ | 61,473 | $ | 111,209 | $ | 12,416 | $ | 27,314 | $ | 8,438 | $ | 9,325 |
Capital_Stock
Capital Stock | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 9. CAPITAL STOCK | Common Stock | ||||||||||||
The Company has authorized 950,000,000 common shares with a par value of $0.001 per share. | |||||||||||||
On October 31, 2013, the Company effected a 1 for 100 reverse split of its common stock whereby the 949,839,719 pre-split shares of common stock outstanding became 9,498,413 shares post-split. There was no change in authorized shares of the Company. | |||||||||||||
Effective February 20, 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. Since the reverse stock split occurred following December 31, 2014, but prior to the issuance of these financial statements, the number of shares outstanding, share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure. | |||||||||||||
All share information presented in these financial statements and accompanying footnotes has been presented showing the historical changes in stockholders’ deficit of Carmela’s, the accounting acquirer in the Share Exchange, and including that of the Company with the Share Exchange as of October 31, 2013. | |||||||||||||
2014 Common Stock Issuances | |||||||||||||
During the year ended December 31, 2014, the Company issued 4,444,960 shares of common stock upon conversion of $276,850 in principal and interest payable on convertible notes representing a value of $0.06 per share. In addition, we incurred loss on conversion of certain of the shares totaling $590,279 for a total cost to the Company of $867,129. | |||||||||||||
2013 Common Stock Issuances | |||||||||||||
In October 2013, we issued 179,887 shares of common stock to the members of COHP, LLC upon the conversion of 1,000 shares of our Series C preferred stock. These shares were valued at $1,079,319 or $6.00 per share, the market value of the shares on the date of issuance. | |||||||||||||
In October 2013, we issued 1,667 shares of common stock to a consultant for services valued at $10,000, or $6.00 per share, the market value of the shares on the date of issuance. | |||||||||||||
During the year ended December 31, 2013, the Company issued 272,561 shares of common stock upon conversion of $65,771 in convertible notes and interest payable representing a value of $0.24 per share. In addition, we incurred loss on conversion of certain of the shares totaling $111,843 for a total cost to the Company of $177,614. | |||||||||||||
Preferred Stock | |||||||||||||
The Company has authorized 50,000,000 shares of preferred stock par value $0.001. | |||||||||||||
The Company authorized 100,000 Series A preferred shares and issued 96,623 Series A shares. The Series A shares have immediate voting rights equivalent to 7,000 shares of common stock for each Series A share and may be converted after a minimum one-year hold at the same rate. This gives effective control of the Company to the holders of the Series A preferred shares. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of December 31, 2013 no conversion has taken place. | |||||||||||||
On July 15, 2013, the board of directors of the Company authorized the creation of the Series B Convertible Preferred Stock, which consists of up to 100,000 shares of preferred stock with par value of $0.001 per share and a stated value of $1.00 per share. A total of 44,000 shares of Series B Preferred Stock were issued on the conversion of debt payable by the Company, including $40,000 to the Company's then Chief Financial Officer, Henry Fong. The Series B Convertible Preferred is convertible to common stock at 100% of the stated value divided by 45% of the lowest trading price of the Company's common stock for the 90 trading days immediately preceding the Conversion Date. The Series B Preferred Stock has voting rights on an as if converted basis on the date of any vote to come before the Company's shareholders. | |||||||||||||
On October 24, 2013 the Company filed a Certificate of Designation for its Series C Convertible Preferred Stock which consisted of 1,000 authorized shares with a par value of $0.001 per share. The 1,000 shares were issued to the members of COHP, LLC in connection with the acquisition of the Carmela’s Pizzeria assets. The Series C shares were convertible, on a pro-rata basis, into that number of fully paid and non-assessable shares of Corporation’s common stock on terms that would equal 67% of the total issued and outstanding shares of the Corporation's common stock on a fully-diluted basis (the “Conversion Shares”) immediately upon approval by the Corporation’s stockholders and effectiveness of an increase in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares, which occurred on October 31, 2013. Accordingly, the Series C preferred was converted into 179,887 shares of the Company’s common stock on October 31, 2013. | |||||||||||||
Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series D Preferred Stock to Mr. Ronald Heineman, our Chief Executive Officer, in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company did not have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the issuance of the Series D Preferred Stock shares, Mr. Heineman obtained voting rights over the Company’s outstanding voting stock on September 24, 2014, which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Heineman will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Heineman may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Heineman as an officer or Director of the Company due to the Super Majority Voting Rights. In the event Mr. Heineman is no longer acting as Chief Executive Officer of the Corporation, the shares of Series D Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety. | |||||||||||||
Warrants | |||||||||||||
In connection with the acquisition in 2013 of the assets of Carmela’s Pizzeria, COHP, LLC and its assigns received warrants to purchase a total of 179,886 shares of the Company’s common stock for a period of five years in the amounts and exercise prices as follows: 59,962 at $3.00; 59,962 at $6.00; and 59,962 at $7.50. These warrants were valued in the year ended December 31, 2013 utilizing the Black-Scholes pricing model for a total fair market value at issuance of $507,280. | |||||||||||||
A summary of the activity of the Company’s outstanding warrants at December 31, 2013 and December 31, 2014 is as follows: | |||||||||||||
Warrants | Weighted-average exercise price | Weighted-average grant date fair value | |||||||||||
Outstanding and exercisable at December 31, 2013 | 179,886 | $ | 5.5 | $ | 2.82 | ||||||||
Granted | - | - | - | ||||||||||
Expired/Cancelled | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Outstanding and exercisable at December 31, 2014 | 179,886 | $ | 5.5 | $ | 2.82 | ||||||||
The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2014: | |||||||||||||
Exercise price range | Number of warants outstanding | Weighted-average exercise price | Weighted-average remaining life | ||||||||||
$ | 3 | 59,962 | $ | 3 | 3.8 years | ||||||||
$ | 6 | 59,962 | 6 | 3.8 years | |||||||||
$ | 7.5 | 59,962 | 7.5 | 3.8 years | |||||||||
179,886 | $ | 5.5 | 4.8 years |
Commitments
Commitments | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Notes to Financial Statements | ||||||
Note 10. COMMITMENTS | The Company leases its restaurant facilities under certain leases with varied expiration dates. Certain leases provide for the payment of taxes and operating costs, such as insurance and maintenance in addition to the base rental payments. | |||||
Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows: | ||||||
Year ended December 31, 2015 | $ | 78,600 | ||||
2016 | 79,000 | |||||
2017 | 58,350 | |||||
2018 | 48,300 | |||||
Total | $ | 264,250 | ||||
Rent expense was $73,483 and $64,895 for the years ended December 31, 2014 and 2013. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 11. RELATED PARTY TRANSACTIONS | As more fully disclosed in Note 5 – Notes Payable Related Parties, certain officers, directors and stockholders have loaned the Company funds from time-to-time. Information regarding these loans can be found in Note 6. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 12. GOING CONCERN | The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not yet realized significant revenues from operations, recognized significant losses in 2014 and 2013, and is in need of working capital in order to grow its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and or private placements of common stock and by obtaining extended payment terms from certain vendors. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 13. INCOME TAXES | As of December 31, 2014 and 2013 the Company had net operating loss carry-forwards of approximately $1,429,039 and $1,030,515, respectively, which will expire beginning in 2032. This represents the historical net operating loss carry-forwards of the Company for the fiscal year ended December 31, 2014; and the Company for the fiscal year ended December 31, 2013 along with Carmela’s for the period from October 1, 2013 through December 31, 2013, as reverse merger accounting does not affect accounting issues related to taxation. A valuation allowance has been provided for the deferred tax asset as it is uncertain whether the Company will have future taxable income. A reconciliation of the benefit for income taxes with amounts determined by applying the statutory federal income rate of (34%) to the loss before income taxes is as follows: | ||||||||
2014 | 2013 | ||||||||
Net Operating Loss | $ | (1,041,117 | ) | $ | (873,025 | ) | |||
Benefit for income taxes computed using the statutory rate of 34% | 353,979 | 296,828 | |||||||
Permanent Differences | (218,481 | ) | (184,457 | ) | |||||
Change in valuation allowance | (135,498 | ) | (112,371 | ) | |||||
Provision for income taxes | $ | - | $ | - | |||||
Significant components of the Company's deferred tax liabilities and assets at December 31, 2013 and 2012 are as follows: | |||||||||
2014 | 2013 | ||||||||
Total deferred tax assets | $ | 485,873 | $ | 350,375 | |||||
Valuation allowance | (485,873 | ) | (350,375 | ) | |||||
$ | - | $ | - |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 14. SUBSEQUENT EVENTS | Effective February 20, 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. |
During the quarter ended March 31, 2015, a total of 14,017,527 shares of common stock were issued upon the conversion of $9,842 in principal and interest due on certain of the Company’s convertible promissory notes. This represents an average conversion price of $0.0004 per share. In addition, the Company issued new convertible promissory notes totaling $73,000 in face value. These notes are convertible at 40% of the market price of the Company’s common stock, bear interest at 12% per annum, and are due nine months from issuance. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those disclosed above. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The consolidated financial statements for the year ended December 31, 2014 include the accounts of the Company and Carmela’s. The consolidated financial statements for the year ending December 31, 2013 include the accounts of Carmela’s for the full year and the Company from October 1, 2013 through December 31, 2013. All of the intercompany accounts have been eliminated in consolidation. |
For SEC reporting purposes, Carmela’s is treated as the continuing reporting entity that acquired GRAS. The reports filed after the transaction have been prepared as if Carmela’s (accounting acquirer) were the legal successor to the Company’s reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Carmela’s for all periods prior to the share exchange; and consolidated with the Company from the date of the share Exchange. All share and per share amounts of Carmela’s have been retroactively adjusted to reflect the legal capital structure of the Company pursuant to FASB ASC 805-40-45-1. | |
Effective February 20, 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. Since the reverse stock split occurred following December 31, 2014, but prior to the issuance of these financial statements, the number of shares outstanding, share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure. | |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. | |
Accounting Basis | The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. |
Fair Value of Financial Instruments | The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. |
The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments. | |
The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. | |
The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company. | |
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). | |
Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |
The three hierarchy levels are defined as follows: | |
Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |
The Company has determined that its derivative liabilities fall under Level 2. Derivative liabilities measured at fair value were $266,162 and $251,137 at December 31, 2014 and 2013, respectively. | |
Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. | |
Use of Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents at either December 31, 2014 or 2013. |
Property and Equipment | Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the three to five year estimated useful lives of the assets. |
Revenue Recognition | The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products/services. |
Reclassifications | Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements. |
Income Taxes | The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. |
Stock-Based Compensation | Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of December 31, 2014 and 2013, the Company had not issued any stock-based payments to its employees. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of December 31, 2014 and 2013 there were warrants outstanding to purchase 179,886 shares of common stock. |
Derivative financial instruments | The Company follows ASC 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity. The Company’s convertible debt has conversion provisions based on a discount of the market price of the Company’s common stock. |
The Company had derivative liabilities resulting from the issuance of convertible debt, which were measured at fair value on a recurring basis using an option pricing model. Consequently, the Company adjusted the fair value of the derivative liabilities at both December 31, 2014 and 2013 and recorded a loss related to the change in the value of the derivative liability of $489,590 and $51,179 in the statement of operations for the years ended December 31, 2014 and 2013, respectively, that were attributable to the change in unrealized gains or losses relating to the derivative liabilities still held at the reporting date for the years ended December 31, 2014 and 2013. | |
Dividends | The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. |
Advertising Costs | The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $19,386 and $49,323 during the years ended December 31, 2014 and 2013, respectively. |
Impairment of Long-Lived Assets | The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Recent Accounting Pronouncements | Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on our present or future consolidated financial statements. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property And Equipment Tables | |||||||||
Summary of Property and equipment | Property and equipment is recorded at cost and consisted of the following at December 31: | ||||||||
2014 | 2013 | ||||||||
Equipment | $ | 152,871 | $ | 148,390 | |||||
Less: Accumulated depreciation | (94,819 | ) | (72,806 | ) | |||||
Property and equipment, net | $ | 58,052 | $ | 75,584 |
Notes_Payable_Related_Parties_
Notes Payable - Related Parties (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable - Related Parties Tables | |||||||||
Summary of activity | The activity for the years ended December 31, 2014 and 2013 is as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 100,687 | $ | 471,578 | |||||
Advances, net | 220,904 | 173,882 | |||||||
Notes assumed in recapitalization | - | 31,200 | |||||||
Assumed by member of COHP | - | (575,973 | ) | ||||||
$ | 321,591 | $ | 100,687 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Convertible Notes Payable Tables | |||||||||||||||||||||
Summary of debentures payable | A summary of debentures payable as of December 31, 2014 and 2013 is as follows: | ||||||||||||||||||||
Face Value | Balances 12/31/13 | Issuance of new convertible notes | Amortization of discount on convertible Notes | Debenture conversions & payments year ended 12/31/14 | Balances 12/31/14 | ||||||||||||||||
Notes outstanding at 12/31/2013 | $ | 260,294 | $ | - | $ | - | $ | (224,627 | ) | $ | 35,667 | ||||||||||
2014 note issuances | - | 252,600 | - | (48,139 | ) | 204,461 | |||||||||||||||
Note discount | $ | (55,423 | ) | (239,600 | ) | 276,889 | - | (18,134 | ) | ||||||||||||
Total | $ | 204,871 | $ | 13,000 | $ | 276,889 | $ | (272,766 | ) | $ | 221,994 | ||||||||||
Face Value | Balances | Issuance of new convertible notes | Amortization of discount on convertible Notes | Debenture conversions three months ended 12/31/13 | Balances 12/31/13 | ||||||||||||||||
10/1/13 | |||||||||||||||||||||
Assumed notes | $ | 239,687 | - | - | $ | (46,193 | ) | $ | 193,494 | ||||||||||||
2013 Notes | - | 66,800 | - | - | 66,800 | ||||||||||||||||
Note discount | $ | (4,000 | ) | (80,737 | ) | $ | 29,314 | - | (55,423 | ) | |||||||||||
Total | $ | 235,687 | $ | (13,937 | ) | $ | 29,314 | $ | (46,193 | ) | $ | 204,871 |
Derivative_Liability_Tables
Derivative Liability (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability Tables | |||||||||||||||||||||||||||||||||||||||||||||
Fair value of the embedded derivative liabilities | The beneficial conversion feature for notes that became convertible in 2014 resulted in initial debt discounts of $239,600 and an initial loss on the valuation of the derivative liabilities of $504,615 based on the initial fair value of the derivative liabilities of $265,015. The fair value of the embedded derivative liabilities for notes not in default were calculated at the conversion commencement dates utilizing the following assumptions: | ||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 1/9/14 | 1/16/14 | 2/18/14 | 3/19/14 | 4/29/14 | 6/5/15 | 7/30/14 | 8/5/14 | 8/21/14 | 9/3/14 | 10/7/14 | ||||||||||||||||||||||||||||||||||
Note amount | $ | 5,000 | $ | 5,000 | $ | 62,500 | $ | 32,500 | $ | 25,000 | $ | 22,500 | $ | 5,000 | $ | 5,100 | $ | 5,000 | $ | 35,000 | $ | 37,000 | |||||||||||||||||||||||
Stock price convertible date | $ | 0.003 | $ | 0.0021 | $ | 0.0023 | $ | 0.0013 | $ | 0.0011 | $ | 0.0008 | $ | 0.0004 | $ | 0.0006 | $ | 0.0005 | $ | 0.0004 | $ | 0.0003 | |||||||||||||||||||||||
Expected life (years) | 0.5 | 0.5 | 0.5 | 0.23 | 0.25 | 0.23 | 0.24 | 0.25 | 0.25 | 0.48 | 0.48 | ||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.07 | % | 0.07 | % | 0.07 | % | 0.12 | % | 0.02 | 0.12 | % | 0.03 | % | 0.03 | % | 0.03 | % | 0.05 | % | 0.04 | % | ||||||||||||||||||||||||
Volatility | 420 | % | 420 | % | 402 | % | 157 | % | 97 | % | 106 | % | 105 | % | 106 | % | 105 | % | 138 | % | 406 | % | |||||||||||||||||||||||
Initial derivative value | $ | 16,621 | $ | 12,122 | $ | 191,384 | $ | 54,688 | $ | 43,040 | $ | 27,907 | $ | 6,218 | $ | 17,571 | $ | 13,530 | $ | 62,323 | $ | 59,211 | |||||||||||||||||||||||
The beneficial conversion feature for notes that became convertible in 2013 resulted in initial debt discounts of $193,500 and an initial loss on the valuation of the derivative liabilities of $168,950 based on the initial fair value of the derivative liabilities of $362,450. The fair value of the embedded derivative liabilities were calculated at the conversion commencement dates utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 10/27/13 | 10/28/13 | 11/10/13 | 12/9/13 | 12/21/13 | 12/23/13 | 12/27/13 | ||||||||||||||||||||||||||||||||||||||
Note amount | $ | 12,737 | $ | 18,000 | $ | 32,500 | $ | 5,000 | $ | 7,500 | $ | 2,500 | $ | 2,500 | |||||||||||||||||||||||||||||||
Stock price at convertible date | $ | 0.0005 | $ | 0.0045 | $ | 0.0023 | $ | 0.0006 | $ | 0.00045 | $ | 0.0005 | $ | 0.00048 | |||||||||||||||||||||||||||||||
Expected life (years) | 0.5 | 0.44 | 0.23 | 0.5 | 0.24 | 0.75 | 0.75 | ||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.1 | % | 0.1 | % | 0.08 | % | 0.1 | % | 0.07 | % | 0.1 | % | 0.1 | % | |||||||||||||||||||||||||||||||
Volatility | 295 | % | 277 | % | 286 | % | 260 | % | 410 | % | 319 | % | 319 | % | |||||||||||||||||||||||||||||||
Initial derivative value | $ | 27,027 | $ | 107,083 | $ | 50,016 | $ | 9,204 | $ | 50,040 | $ | 17,783 | $ | 12,663 | |||||||||||||||||||||||||||||||
At December 31, 2014, the following notes remained convertible and not fully converted or in default. All convertible notes beyond their maturity dates totaling $128,332 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability. The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 2014 utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 3/3/14 | 10/7/14 | Matured | ||||||||||||||||||||||||||||||||||||||||||
Note amount | $ | 18,800 | $ | 24,996 | $ | 128,332 | |||||||||||||||||||||||||||||||||||||||
Stock price at convertible date | $ | 0.0001 | $ | 0.0001 | $ | 0.0001 | |||||||||||||||||||||||||||||||||||||||
Expected life (years) | 0.15 | 0.25 | 0.5 | ||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.04 | % | 0.11 | % | 0.11 | % | |||||||||||||||||||||||||||||||||||||||
Volatility | 236 | % | 236 | % | % | ||||||||||||||||||||||||||||||||||||||||
12/31/14 derivative value | $ | 21,832 | $ | 31,528 | $ | 212,802 | |||||||||||||||||||||||||||||||||||||||
At December 31, 2013, the following notes remained convertible and not fully converted or in default. All convertible notes in default were no longer valued for the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversion. The fair value of the embedded derivative liabilities on the remaining convertible notes was calculated at December 31, 2013 utilizing the following assumptions: | |||||||||||||||||||||||||||||||||||||||||||||
Note convertible date | 10/27/13 | 10/28/13 | 11/10/13 | 12/9/13 | 12/21/13 | 12/23/13 | 12/27/13 | ||||||||||||||||||||||||||||||||||||||
Note amount | $ | 6,133 | $ | 18,000 | $ | 32,500 | $ | 5,000 | $ | 7,500 | $ | 2,500 | $ | 2,500 | |||||||||||||||||||||||||||||||
Stock price at convertible date | $ | 0.00048 | $ | 0.0048 | $ | 0.0023 | $ | 0.00065 | $ | 0.00045 | $ | 0.00053 | $ | 0.00048 | |||||||||||||||||||||||||||||||
Expected life (years) | 0.32 | 0.26 | 0.09 | 0.44 | 0.24 | 0.73 | 0.73 | ||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.09 | % | 0.09 | % | 0.07 | % | 0.09 | % | 0.07 | % | 0.09 | % | 0.09 | % | |||||||||||||||||||||||||||||||
Volatility | 351.6 | % | 397.8 | % | 463.4 | % | 329.7 | % | 426.8 | % | 361.6 | % | 361.6 | % | |||||||||||||||||||||||||||||||
12/31/13 derivative value | $ | 20,962 | $ | 61,473 | $ | 111,209 | $ | 12,416 | $ | 27,314 | $ | 8,438 | $ | 9,325 |
Capital_Stock_Tables
Capital Stock (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Capital Stock Tables | |||||||||||||
Summary of outstanding warrants activity | A summary of the activity of the Company’s outstanding warrants at December 31, 2013 and December 31, 2014 is as follows: | ||||||||||||
Warrants | Weighted-average exercise price | Weighted-average grant date fair value | |||||||||||
Outstanding and exercisable at December 31, 2013 | 179,886 | $ | 5.5 | $ | 2.82 | ||||||||
Granted | - | - | - | ||||||||||
Expired/Cancelled | - | - | - | ||||||||||
Exercised | - | - | - | ||||||||||
Outstanding and exercisable at December 31, 2014 | 179,886 | $ | 5.5 | $ | 2.82 | ||||||||
Sumary of weighted average exercise price and remaining contractual lives of warrants | The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2014: | ||||||||||||
Exercise price range | Number of warants outstanding | Weighted-average exercise price | Weighted-average remaining life | ||||||||||
$ | 3 | 59,962 | $ | 3 | 3.8 years | ||||||||
$ | 6 | 59,962 | 6 | 3.8 years | |||||||||
$ | 7.5 | 59,962 | 7.5 | 3.8 years | |||||||||
179,886 | $ | 5.5 | 4.8 years |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Commitments Tables | ||||||
Summary of aggregate minimum annual rental payments | Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows: | |||||
Year ended December 31, 2015 | $ | 78,600 | ||||
2016 | 79,000 | |||||
2017 | 58,350 | |||||
2018 | 48,300 | |||||
Total | $ | 264,250 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Sumary of reconciliation of benefit for income taxes | A reconciliation of the benefit for income taxes with amounts determined by applying the statutory federal income rate of (34%) to the loss before income taxes is as follows: | ||||||||
2014 | 2013 | ||||||||
Net Operating Loss | $ | (1,041,117 | ) | $ | (873,025 | ) | |||
Benefit for income taxes computed using the statutory rate of 34% | 353,979 | 296,828 | |||||||
Permanent Differences | (218,481 | ) | (184,457 | ) | |||||
Change in valuation allowance | (135,498 | ) | (112,371 | ) | |||||
Provision for income taxes | $ | - | $ | - | |||||
Summary of deferred tax liabilities and assets | Significant components of the Company's deferred tax liabilities and assets at December 31, 2013 and 2012 are as follows: | ||||||||
2014 | 2013 | ||||||||
Total deferred tax assets | $ | 485,873 | $ | 350,375 | |||||
Valuation allowance | (485,873 | ) | (350,375 | ) | |||||
$ | - | $ | - |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Common stock warrants purchase, outstanding | 179,886 | 179,886 |
Derivative Liability | $266,162 | $251,137 |
Advertising expense | 19,386 | 49,323 |
Change in derivative liability | $489,590 | $51,179 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Less: Accumulated depreciation | $94,819 | $72,806 |
Property and equipment, net | 58,052 | 75,584 |
Equipment [Member] | ||
Property and equipment, gross | $152,871 | $148,390 |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $22,014 | $18,093 |
Note_Payable_Details_Narrative
Note Payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note Payable Details Narrative | ||
Total interest expense | $4,000 | $1,000 |
Additional Notes issued | 300 | |
Payment made against notes | 100 | |
Accured expense with the notes | $11 |
Notes_Payable_Related_Parties_1
Notes Payable - Related Parties (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Notes Payable - Related Parties Details | ||
Beginning balance | $100,687 | $471,578 |
Advances, net | 220,904 | 173,882 |
Notes assumed in recapitalization | 31,200 | |
Assumed by member of COHP | -575,973 | |
Ending balance | $321,591 | $100,687 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Beginning balance | $235,687 | $204,871 |
Issuance of new convertible notes | -13,937 | 13,000 |
Amortization of discount on convertible notes | 29,314 | 276,889 |
Debenture conversions | -46,193 | -272,766 |
Ending balance | 204,871 | 221,994 |
Notes Outstanding [Member] | ||
Beginning balance | 260,294 | |
Issuance of new convertible notes | ||
Amortization of discount on convertible notes | ||
Debenture conversions | -224,627 | |
Ending balance | 35,667 | |
2014 note issuances [Member] | ||
Beginning balance | ||
Issuance of new convertible notes | 252,600 | |
Amortization of discount on convertible notes | ||
Debenture conversions | -48,139 | |
Ending balance | 204,461 | |
Note Discount [Member] | ||
Beginning balance | -4,000 | -55,423 |
Issuance of new convertible notes | -80,737 | -239,600 |
Amortization of discount on convertible notes | 29,314 | 276,889 |
Debenture conversions | ||
Ending balance | -55,423 | -18,134 |
Assumed notes [Member] | ||
Beginning balance | 239,687 | |
Issuance of new convertible notes | ||
Amortization of discount on convertible notes | ||
Debenture conversions | -46,193 | |
Ending balance | 193,494 | |
2013 Notes [Member] | ||
Beginning balance | ||
Issuance of new convertible notes | 66,800 | |
Amortization of discount on convertible notes | ||
Debenture conversions | ||
Ending balance | $66,800 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Decrease in derivative liability | ($489,590) | ($51,179) |
Interest expense on notes | 16,002 | 11,587 |
CareBourn Capital [Member] | ||
Principal balance of convertible notes payable | 6,000 | 3,990 |
Interest rate | 0.80% | |
Convertible common stock, Shares | 26,590 | |
Conversion price | $0.15 | |
Remaining balance after conversion | 0 | 2,010 |
Loss on conversion of shares | 22,915 | 45,495 |
Gulfstream 1998 Irrevocable Trust [Member] | ||
Principal balance of convertible notes payable | 1,500 | |
Interest rate | 0.80% | |
Convertible common stock, Shares | 20,000 | 44,470 |
Conversion price | $0.14 | $0.15 |
Remaining balance after conversion | 17,367 | 11,133 |
Decrease in derivative liability | 14,013 | 14,013 |
Face value of convertible notes payable | 2,700 | 6,604 |
Additional convertible loan | 18,100 | 25,900 |
Convertible Notes repaid | 9,166 | 5,664 |
Asher Enterprises Six [Member] | ||
Principal balance of convertible notes payable | 32,500 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Decrease in derivative liability | 52,025 | |
Asher Enterprises Five [Member] | ||
Principal balance of convertible notes payable | 7,500 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Decrease in derivative liability | 27,314 | |
Asher Enterprises Four [Member] | ||
Principal balance of convertible notes payable | 32,500 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Decrease in derivative liability | 111,209 | |
Asher Enterprises Three [Member] | ||
Principal balance of convertible notes payable | 15,500 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Loss on conversion of shares | 51,905 | |
Asher Enterprises Two [Member] | ||
Principal balance of convertible notes payable | 53,000 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Loss on conversion of shares | 259,903 | |
Asher Enterprises One [Member] | ||
Principal balance of convertible notes payable | 20,000 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Loss on conversion of shares | 123,850 | |
Asher Enterprises [Member] | ||
Principal balance of convertible notes payable | 83,500 | 20,600 |
Interest rate | 0.80% | |
Convertible common stock, Shares | 132,010 | |
Conversion price | $0.15 | |
Remaining balance after conversion | 0 | 6,350 |
Loss on conversion of shares | 84,610 | 87,148 |
CareBourn Capital One [Member] | ||
Principal balance of convertible notes payable | 15,000 | 15,000 |
Interest rate | 0.80% | |
Accrued interest | 777 | |
Convertible common stock, Shares | 69,492 | |
Conversion price | $0.24 | |
Decrease in derivative liability | 16,500 | |
Cresthill Associates [Member] | ||
Principal balance of convertible notes payable | 9,300 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 0 | |
Loss on conversion of shares | 39,683 | |
CareBourn Capital Two [Member] | ||
Principal balance of convertible notes payable | 5,000 | |
Interest rate | 0.80% | |
Convertible common stock, Shares | 173,333 | |
Conversion price | $0.02 | |
Remaining balance after conversion | 2,400 | |
Decrease in derivative liability | 5,013 | |
Face value of convertible notes payable | 2,600 | |
CareBourn Capital Three [Member] | ||
Principal balance of convertible notes payable | 10,000 | |
Interest rate | 0.80% | |
Accrued interest | 237 | |
Convertible common stock, Shares | 158,768 | |
Conversion price | $0.03 | |
Remaining balance after conversion | 5,000 | |
Decrease in derivative liability | 11,072 | |
Face value of convertible notes payable | 5,000 | |
CareBourn Capital Four [Member] | ||
Principal balance of convertible notes payable | 62,500 | |
Interest rate | 0.80% | |
Convertible common stock, Shares | 364,232 | |
Conversion price | $0.01 | |
Remaining balance after conversion | 57,910 | |
Decrease in derivative liability | 8,900 | |
Face value of convertible notes payable | 4,590 | |
Gulfstream 1998 Irrevocable Trust One [Member] | ||
Principal balance of convertible notes payable | 5,000 | |
Interest rate | 0.80% | |
Gulfstream 1998 Irrevocable Trust Two [Member] | ||
Principal balance of convertible notes payable | 3,000 | |
Interest rate | 0.80% | |
Cresthill Associates One [Member] | ||
Principal balance of convertible notes payable | 25,000 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 12,500 | |
LG Funding [Member] | ||
Principal balance of convertible notes payable | 35,000 | |
Interest rate | 0.80% | |
Accrued interest | 1,001 | |
Convertible common stock, Shares | 812,479 | |
Conversion price | $0.02 | |
Remaining balance after conversion | 18,800 | |
Decrease in derivative liability | 32,988 | |
Face value of convertible notes payable | 16,200 | |
Adar Bays [Member] | ||
Principal balance of convertible notes payable | 37,000 | |
Interest rate | 0.80% | |
Convertible common stock, Shares | 671,333 | |
Conversion price | $0.02 | |
Remaining balance after conversion | 24,996 | |
Decrease in derivative liability | 19,210 | |
Face value of convertible notes payable | 12,004 | |
Beaufort Capital [Member] | ||
Principal balance of convertible notes payable | 25,000 | |
Interest rate | 10.00% | |
Convertible common stock, Shares | 108,916,667 | |
Conversion price | $0.00 | |
Face value of convertible notes payable | 10,345 | |
Beaufort Capital One [Member] | ||
Principal balance of convertible notes payable | 12,500 | |
Interest rate | 0.50% | |
Cresthill Associates Two [Member] | ||
Principal balance of convertible notes payable | 12,500 | |
Interest rate | 0.80% | |
LG Funding One [Member] | ||
Principal balance of convertible notes payable | 26,500 | |
Interest rate | 0.80% | |
Gregory Galanis [Member] | ||
Principal balance of convertible notes payable | 13,500 | |
Interest rate | 0.80% | |
Asher Enterprises Seven [Member] | ||
Principal balance of convertible notes payable | 22,500 | |
Interest rate | 0.80% | |
Remaining balance after conversion | 9,000 | |
Decrease in derivative liability | $20,251 |
Derivative_Liability_Details
Derivative Liability (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Conversion on 1/9/14 [Member] | |
Note amount | $5,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 6 months |
Risk free interest rate | 0.07% |
Volatility | 420.00% |
Initial derivative value | 16,621 |
Conversion on 1/16/14 [Member] | |
Note amount | 5,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 6 months |
Risk free interest rate | 0.07% |
Volatility | 420.00% |
Initial derivative value | 12,122 |
Conversion on 2/18/14 [Member] | |
Note amount | 62,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 6 months |
Risk free interest rate | 0.07% |
Volatility | 402.00% |
Initial derivative value | 191,384 |
Conversion on 3/19/14 [Member] | |
Note amount | 32,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 2 months 23 days |
Risk free interest rate | 0.12% |
Volatility | 157.00% |
Initial derivative value | 54,688 |
Conversion on 4/29/14 [Member] | |
Note amount | 25,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 3 months |
Risk free interest rate | 0.02% |
Volatility | 97.00% |
Initial derivative value | 43,040 |
Conversion on 6/5/15 [Member] | |
Note amount | 22,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 2 months 23 days |
Risk free interest rate | 0.12% |
Volatility | 106.00% |
Initial derivative value | 27,907 |
Conversion on 7/30/14 [Member] | |
Note amount | 5,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 2 months 27 days |
Risk free interest rate | 0.03% |
Volatility | 105.00% |
Initial derivative value | 6,218 |
Conversion on 8/5/14 [Member] | |
Note amount | 5,100 |
Stock price at convertible date | $0.00 |
Expected life (years) | 3 months |
Risk free interest rate | 0.03% |
Volatility | 106.00% |
Initial derivative value | 17,571 |
Conversion on 8/21/14 [Member] | |
Note amount | 5,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 3 months |
Risk free interest rate | 0.03% |
Volatility | 105.00% |
Initial derivative value | 13,530 |
Conversion on 9/3/14 [Member] | |
Note amount | 35,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 5 months 23 days |
Risk free interest rate | 0.05% |
Volatility | 138.00% |
Initial derivative value | 62,323 |
Conversion on 10/7/14 [Member] | |
Note amount | 37,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 5 months 23 days |
Risk free interest rate | 0.04% |
Volatility | 406.00% |
Initial derivative value | 59,211 |
Outstanding on 3/3/14 [Member] | |
Note amount | 18,800 |
Stock price at convertible date | $0.00 |
Expected life (years) | 1 month 24 days |
Risk free interest rate | 0.04% |
Volatility | 236.00% |
Initial derivative value | 21,832 |
Outstanding on 10/7/14 [Member] | |
Note amount | 24,996 |
Stock price at convertible date | $0.00 |
Expected life (years) | 3 months |
Risk free interest rate | 0.11% |
Volatility | 236.00% |
Initial derivative value | 31,528 |
Matured [Member] | |
Note amount | 128,332 |
Stock price at convertible date | $0.00 |
Expected life (years) | 6 months |
Risk free interest rate | 0.11% |
Volatility | 120.52% |
Initial derivative value | $212,802 |
Derivative_Liability_Details_1
Derivative Liability (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Conversion on 10/27/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | $12,737 |
Stock price at convertible date | $0.00 |
Expected life (years) | 6 months |
Risk free interest rate | 0.10% |
Volatility | 295.00% |
Initial derivative value | 27,027 |
Conversion on 10/27/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 6,133 |
Stock price at convertible date | $0.00 |
Expected life (years) | 3 months 26 days |
Risk free interest rate | 0.09% |
Volatility | 351.60% |
Initial derivative value | 20,962 |
Conversion on 10/28/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | 18,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 5 months 9 days |
Risk free interest rate | 0.10% |
Volatility | 277.00% |
Initial derivative value | 107,083 |
Conversion on 10/28/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 18,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 3 months 4 days |
Risk free interest rate | 0.09% |
Volatility | 397.80% |
Initial derivative value | 61,473 |
Conversion on 11/10/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | 32,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 2 months 23 days |
Risk free interest rate | 0.08% |
Volatility | 286.00% |
Initial derivative value | 50,016 |
Conversion on 11/10/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 32,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 1 month 2 days |
Risk free interest rate | 0.07% |
Volatility | 463.40% |
Initial derivative value | 111,209 |
Conversion on 12/9/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | 5,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 6 months |
Risk free interest rate | 0.10% |
Volatility | 260.00% |
Initial derivative value | 9,204 |
Conversion on 12/9/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 5,000 |
Stock price at convertible date | $0.00 |
Expected life (years) | 5 months 9 days |
Risk free interest rate | 0.09% |
Volatility | 329.70% |
Initial derivative value | 12,416 |
Conversion on 12/21/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | 7,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 2 months 27 days |
Risk free interest rate | 0.07% |
Volatility | 410.00% |
Initial derivative value | 50,040 |
Conversion on 12/21/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 7,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 2 months 27 days |
Risk free interest rate | 0.07% |
Volatility | 426.80% |
Initial derivative value | 27,314 |
Conversion on 12/23/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | 2,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 9 months |
Risk free interest rate | 0.10% |
Volatility | 319.00% |
Initial derivative value | 17,783 |
Conversion on 12/23/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 2,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 8 months 23 days |
Risk free interest rate | 0.09% |
Volatility | 361.60% |
Initial derivative value | 8,438 |
Conversion on 12/27/13 [Member] | Conversion Commencing Dates [Member] | |
Note amount | 2,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 9 months |
Risk free interest rate | 0.10% |
Volatility | 319.00% |
Initial derivative value | 12,663 |
Conversion on 12/27/13 [Member] | Remaining convertible notes [Member] | |
Note amount | 2,500 |
Stock price at convertible date | $0.00 |
Expected life (years) | 8 months 23 days |
Risk free interest rate | 0.09% |
Volatility | 361.60% |
Initial derivative value | $9,325 |
Capital_Stock_Details
Capital Stock (Details) (Warrant, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant | |
Outstanding and exercisable beginning balance, Warrants | 179,886 |
Granted, Warrants | |
Expired/Cancelled, Warrants | |
Exercised, Warrants | |
Outstanding and exercisable ending balance, Warrants | 179,886 |
Outstanding and exercisable beginning balance, Weighted-average exercise price | $5.50 |
Granted, Weighted-average exercise price | |
Expired/Cancelled, Weighted-average exercise price | |
Exercised, Weighted-average exercise price | |
Outstanding and exercisable ending balance, Weighted-average exercise price | $5.50 |
Outstanding and exercisable beginning balance, Weighted-average grant date fair value | $2.82 |
Granted, Weighted-average grant date fair value | |
Expired/Cancelled, Weighted-average grant date fair value | |
Exercised, Weighted-average grant date fair value | |
Outstanding and exercisable ending balance, Weighted-average grant date fair value | $2.82 |
Capital_Stock_Details_1
Capital Stock (Details 1) (Warrant, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of options outstanding | 179,886 | 179,886 |
Weighted-average exercise price | $5.50 | $5.50 |
Weighted-average remaining life | 4 years 9 months 18 days | |
$3.00 [Member] | ||
Number of options outstanding | 59,962 | |
Weighted-average exercise price | $3 | |
Weighted-average remaining life | 3 years 9 months 18 days | |
$6.00 [Member] | ||
Number of options outstanding | 59,962 | |
Weighted-average exercise price | $6 | |
Weighted-average remaining life | 3 years 9 months 18 days | |
$7.50 [Member] | ||
Number of options outstanding | 59,962 | |
Weighted-average exercise price | $7.50 | |
Weighted-average remaining life | 3 years 9 months 18 days |
Capital_Stock_Details_Narrativ
Capital Stock (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Capital Stock Details Narrative | ||
Common stock issued upon conversion, shares | 4,444,960 | 272,561 |
Common stock issued upon conversion, amount | $276,850 | $65,771 |
Conversion price | $0.06 | $0.24 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 950,000,000 | 950,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Fair market value of warrants | $507,280 |
Commitments_Details
Commitments (Details) (USD $) | Dec. 31, 2014 |
Commitments Details | |
Year ended December 31, 2015 | $78,600 |
2016 | 79,000 |
2017 | 58,350 |
2018 | 48,300 |
Total | $264,250 |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments Details Narrative | ||
Rent expense | $73,483 | $64,895 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details | ||
Net Operating Loss | ($1,041,117) | ($873,025) |
Benefit for income taxes computed using the statutory rate of 34% | 353,979 | 296,828 |
Permanent Differences | -218,481 | -184,457 |
Change in valuation allowance | -135,498 | -112,371 |
Provision for income taxes |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes Details 1 | ||
Total deferred tax assets | $485,873 | $350,375 |
Valuation allowance | -485,873 | -350,375 |
Deferred tax liabilities and assets |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details Narrative | ||
Net operating loss carry-forwards | $1,429,039 | $1,030,515 |
Operating loss carry-forwards expires | Beginning in 2032 |