Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2015USD ($)shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | HDS International Corp. |
Document Type | 10-Q |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | shares | 1,948,756,889 |
Entity Public Float | $ | $ 0 |
Amendment Flag | false |
Entity Central Index Key | 1,454,742 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Smaller Reporting Company |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Jun. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 73 | |
Current Portion of deferred financing costs | 1,020 | |
Total Current Assets | 1,093 | |
Total Assets | $ 0 | 1,093 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 89,956 | 728,581 |
Accounts payable and accrued liabilities - related party | $ 6,670 | 304,962 |
Due to related parties | 300,000 | |
Convertible debentures, net of unamortized discount of $0 and $36,088. respectively | $ 115,000 | 31,952 |
Derivative liability | 56,417 | 70,290 |
Total Current Liabilities | 268,043 | 1,435,785 |
Convertible debentures | 50,000 | |
Total Liabilities | 318,043 | 1,435,785 |
Stockholders' Deficit | ||
Common Stock, Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 1,995,290,000 and 571,564,504 shares, respectively | 1,995,290 | 571,564 |
Additional paid-in capital | 309,592 | 296,785 |
Accumulated deficit | (2,646,264) | (2,310,541) |
Total Stockholders' deficit | (318,043) | (1,434,692) |
Total liabilities and stockholders' deficit | 0 | 1,093 |
Class A Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 7,500 | $ 7,500 |
Class B Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | $ 15,839 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Convertible debentures, net of unamortized discount | $ 0 | $ 36,088 |
Common Stock, authorized (in Shares) | 2,000,000,000 | 2,000,000,000 |
Common Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, issued (in Shares) | 1,995,290,000 | 571,564,504 |
Common Stock, outstanding (in Shares) | 1,995,290,000 | 571,564,504 |
Class A Preferred Stock | ||
Preferred stock, authorized (in Shares) | 25,000,000 | 25,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued (in Shares) | 7,500,000 | 7,500,000 |
Preferred stock, outstanding (in Shares) | 7,500,000 | 7,500,000 |
Class B Preferred Stock | ||
Preferred stock, authorized (in Shares) | 25,000,000 | 25,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued (in Shares) | 15,839,300 | 0 |
Preferred stock, outstanding (in Shares) | 15,839,300 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
Consulting fees | $ 28,859 | $ 96,000 | $ 98,694 | $ 192,000 |
General and administrative | 119,516 | 926 | 127,925 | 2,686 |
Professional fees | $ 42,250 | 10,380 | $ 45,500 | 21,480 |
Transfer agent fees | 20 | 20 | ||
Total Operating Expenses | $ 190,625 | 107,326 | $ 272,119 | 216,186 |
Net Loss Before Other Expenses | (190,625) | (107,326) | (272,119) | (216,186) |
Other Expenses | ||||
Interest expense | 8,144 | 27,035 | 30,974 | 44,412 |
Loss on Change in fair value of derivative liability | 7,241 | 41,691 | 32,630 | 86,443 |
Total Other Expenses | 15,385 | 68,726 | 63,604 | 130,855 |
Net Loss | $ (206,010) | $ (176,052) | $ (335,723) | $ (347,041) |
Net Loss Per Share, Basic and Diluted | ||||
Weighted Average Shares Outstanding | 1,995,290,000 | 384,926,783 | 1,549,334,532 | 381,086,267 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Activities | ||
Net Loss | $ (335,723) | $ (347,041) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Accretion of debt discount | 15,052 | 21,665 |
Amortization of deferred financing costs | 1,020 | 3,136 |
Loss on change in fair value of derivative liability | 32,630 | 86,443 |
Changes in operating assets and liabilities | ||
Accounts payable and accrued liabilities | 77,991 | 138,664 |
Accounts payable and accrued liabilities-related parties | 43,957 | 74,877 |
Net Cash Provided by (Used in) Operating Activities | (165,073) | (22,256) |
Financing activities | ||
Proceeds from Convertible debenture, net of financing costs | $ 165,000 | 15,000 |
Proceeds from related parties | 4,218 | |
Net Cash Provided by (Used in) Financing activities | $ 165,000 | 19,218 |
Change in Cash | (73) | (3,038) |
Cash, Beginning of Period | $ 73 | 3,371 |
Cash, End of period | $ 333 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business HDS International Corp. (the "Company") was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company plans to engage in the business of providing emergency management services through a license agreement. A substantial portion of the Company's activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any revenue to date. On June 11, 2012, HDS Energy and Ecosystems NB, Ltd., the Company's wholly owned subsidiary, was incorporated in the Province of New Brunswick, Canada to manage the operations and other business development efforts. In March of 2015 the wholly owned subsidiary was spun off as a result asset purchase agreement with SirenGPS. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of June 30, 2015, the Company had a working capital deficiency of $268,043 and an accumulated deficit of $2,464,264. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a) Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31. b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2015 and December 31, 2014, the Company had no cash equivalents. d) Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally from fifteen to twenty years. e) Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. f) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. g) Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations. h) Development Stage Company The Company is currently considered a development stage company as defined by ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company's operations consists of developing the business model and marketing concepts. i) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, j) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. k) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, l) Comprehensive Loss ASC 220, Comprehensive Income, m) Financial Instruments ASC 820, "Fair Value Measurements" Financial Instruments, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company's balance sheet as at June 30, 2015 and December 31, 2014 as follows: Balance, New Changes in Balance, December 31, 2014 Issuances Conversions Fair Values June 30, 2015 Derivative Liability $ 70,290 - $ (64,767 ) $ 50,894 $ 56,417 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. n) Recent Accounting Pronouncements The Company has limited operations and is considered to be in the development stage. During the period ended May 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013 11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 did not have a material impact on the Company's consolidated financial statements. The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on the Company's consolidated financial statements. In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Convertible Debentures
Convertible Debentures | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | 3. Convertible Debentures a) On February 18, 2014, the Company entered into a $15,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on August 20, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (August 17, 2014) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2014, the Company recorded accrued interest of $448 (December, 31, 2013 - $nil), which has been included in accounts payable and accrued liabilities. b) On April 15, 2015, the Company entered into a $100,000 convertible debenture with a non-related party. During the quarter ended June 30, 2015 The Company received the first $50,000 payment. The remaining $50,000 payment will be made at the request of the borrower. No additional payments have been made as of June 30, 2015. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on October 16, 2016. The note is convertible into shares of common stock any time after the maturity date at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2015, the Company recorded accrued interest of $1,041 (December, 31, 2014 $0), which has been included in accounts payable and accrued liabilities. c) On April 1, 2015, we entered into a transaction with Iconic Holdings, LLC (the "Purchaser"), whereby Iconic Holdings agreed to provide up to $600,000 through a structured convertible promissory note (the "Note"), with funds to be received in tranches. The note bears interest of 10% and is due April 1, 2016. The initial proceeds of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to us, $4,000 retained by the Purchaser as an original issue discount, and $6,000 retained by the Purchaser for legal expenses. d) On April 1, 2015, we consented to the further assignment of the February 18, 2014 and the October 4, 2013 Asher Notes, which were initially assigned to JABRO. The April 8, 2015 assignment assigned the notes to the Purchaser. According to the terms of the April 8, 2015 assignment agreement, the February 18, 2014 note was sold to the Purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, The New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February Note bears 0% interest, and the overall ownership of the Purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Derivative Liabilities | 4. Derivative Liabilities The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Notes 3(a) and 3(b) in accordance with ASC 815, Derivatives and Hedging The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended June 30, 2015 and December 31, 2014: a) The underlying stock price of $0.0014 was used as the fair value of the common stock as at December 31, 2014. b) The underlying stock price of $0.0013 was used as the fair value of the common stock as at June 30, 2015. c) The Holder would redeem based on availability of alternative financing 0% of the time increasing 1.0% monthly to a maximum of 10%. d) The Holder would automatically convert the note at maturity if the registration (after 120 days) was effective and the Company is not in default. e) The projected annual volatility for each valuation period was based on the historic volatility of the Company of 176% as at December 31, 2013, 175% as at January 11, 2014, 176% as at June 30, 2014, 176% as at August 17, 2014, 170% as at September 30, 2014, 2014, 166% as at October 26, 2014, 168% as at December 2, 2014, 170% as at December 4, 2014, 172% as at December 9, 2014, 183% as at December 31, 2014, 203% as at February 6, 2015, 206% as at February 10, 2015, 209% as at February 13, 2015, 212% as at February 18, 2015, 216% as at February 23, 2015, 222% as at March 2, 2015, 223% as at March 3, 2015, 238% as at March 16, 2015, 240% as at March 17, 2015, 244% as at March 19, 2015, 249% as at March 24, 2015, 251% as at March 25, 2015, and 259% as at March 31, 2015. f) An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 5%. To date, the debenture is not in default nor converted by the Holder. A summary of the activity of the derivative liability is shown below: Balance, December 31, 2013 $ 45,521 Derivative loss due to new issuances 105,816 Adjustment for conversion (59,911 ) Mark to market adjustment (27,136 ) Balance, December 31, 2014 70,290 Adjustment for conversion (64,767 ) Mark to market adjustment 50,894 Balance, June 30, 2015 $ 56,417 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Common Stock | 5. Common Stock a) On March 5, 2015, the Company issued 200,000,000 common shares with a par value of $200,000 pursuant to a license agreement with a third party to acquire the rights to technologies related to emergency management and communications. As the transaction resulted in a change of control, the par value of the license was allocated to additional paid-in capital. As a result of the completion of the transaction, SirenGPS and Paul Rauner are deemed related parties. b) On March 5, 2015, the Company issued 106,050,000 common shares with a fair value of $21,210 for the settlement of accounts payable of $733,500 owing to consultants resulting in a gain on settlement of debt of $712,290. As the transaction was pursuant to the agreement which resulted in a change of control, the gain has been recorded to additional paid-in capital. c) On March 5, 2015, the Company issued 342,150,496 common shares with a fair value of $68,430 for the settlement of $300,000 of principal and $107,479 of accrued interest owing to a company controlled by the former President and CEO of the Company. The transaction resulted in a gain on settlement of debt of $339,049 which was recorded against additional paid-in capital. Refer to Note 7 (a). d) On March 5, 2015, the Company issued 74,235,000 common shares with a fair value of $14,847 for the settlement of $215,225 owing to the former President and CEO and companies under his control. The transaction resulted in a gain on settlement of debt of $200,378 which was recorded against additional paid-in capital. Refer to Notes 7 and 8. e) During the period ended March 31, 2015, the Company issued 454,000,000 common shares for the conversion of $20,040 of principal and $2,660 of accrued interest of the July 15, 2013 convertible debenture. As the conversions were within the terms of the agreement, no additional gain or loss was recognized as a result of the conversion. f) During the period ended March 31, 2015, the Company issued 174,000,000 common shares for the conversion of $8,700 of principal of the October 4, 2013 convertible debenture. As the conversions were within the terms of the agreement, no additional gain or loss was recognized as a result of the conversion. g) During the period ended June 30, 2015 the Company issued 495,290,000 common shares for the conversion of $25,505 of Principal and interest of the February convertible debenture. As the conversions were within the terms of the agreement, no additional gain or loss was recognized as a result of the conversion. h) On April 3, 2015, SirenGPS, Inc., and Hillwinds Ocean Energy, LLC, agreed to convert 200,000,000 shares of common stock, and 222,000,000 shares of common stock owned by them into 1,050,000 shares of Class B Preferred Stock, and 1,165,000 shares of Class B Preferred Stock, respectively, in order to facilitate the closing of the other transactions herein described. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Preferred Stock | 6. Preferred Stock a) On March 5, 2015, the Company issued 13,624,300 Class B preferred stock with a par value of $13,624 pursuant to a license agreement with a third party to acquire the rights to technologies related to emergency management and communications. As the transaction resulted in a change of control, the par value of the license was allocated to additional paid-in capital. As a result of the completion of the transaction, SirenGPS and Paul Rauner are deemed related parties. Each Class B preferred stock is convertible into common stock of the Company at a rate of 200 shares of common stock per each Class B preferred stock. b) On April 3, 2015, The Company issued 2,215,000 shares of Class B Preferred Stock, see Note 5 (h) above. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions a) As at June 30, 2015, the Company owes $570 (December 31, 2014 – $0) to the President and CEO of the Company for reimbursement of expenses which has been included in accounts payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. b) As at June 30, 2015, the Company owes $6,100 (December 31, 2014 – $0) to the President and CEO of the Company for reimbursement of expenses which has been included in accounts payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events a) On December 3, 2015, the Company launched a private placement of Series B shares to raise monies in order to close the asset purchase agreement signed with CMG Holdings Group, Inc.’s majority-owned subsidiary Good Gaming, Inc. announced the prior month. A minimum threshold of $300,000 was required under the agreement as a condition to close. That threshold was not reached by year-end 2015, though commitments for a substantial portion of the round were received on or around December 22, 2015. b) On November 15, 2015, entered an asset purchase agreement signed with CMG Holdings Group, Inc. to purchase the assets of Good Gaming, Inc. The assets purchase agreement was not closed until February of 2016 due to not meeting the threshold mentioned above.. c) On or around February 18, 2016, a special meeting of the shareholders of the Company was called to change the name of the Company to “Good Gaming, Inc.” The Company subsequently effected the name change with the Secretary of State of Nevada and has submitted an application to FINRA for a name change and ticker change, both of which are pending with a requirement that the Company bring its SEC filings current. d) On or around February 18, 2016, a minimum funding threshold had been achieved by CMG on behalf of the Good Gaming transaction. Therefore, CMG sold Good Gaming’s assets including intellectual property, software code, computer equipment, brand name and trademarks to the Company. e) On or around February 18, 2016, the Company executed a settlement agreement with a lender which lowered their amounts due from approximately $100,000 to $25,000 and fixed its conversion price. Additionally, as part of the agreement, the lender funded $100,000 new monies to the Company. Separately, management has negotiated the purchase of a second lender’s debt for $50,000 and aims to consummate that transaction as soon as possible. f) On or around February 18, 2016, management terminated plans to use a previously filed form 14C to effectuate a share increase to 10 billion, a reverse split of 1-30, and approve 50 billion share stock option plan. g) On or around February 18, 2016, Paul Rauner resigned his positions of CEO and Director. Additionally, a special meeting of the shareholders of the Company was called, at which time they appointed Vikram Grover to the same positions. h) On or around February 22, 2016, a special meeting of the shareholders of the Company was called to appoint Barbara Laken and David Dorwart to the Board of Directors and to appoint Barbara Laken as the Company’s Corporate Secretary. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
a) Basis of Presentation | a) Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31. |
b) Use of Estimates | b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
c) Cash and Cash Equivalents | c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2015 and December 31, 2014, the Company had no cash equivalents. |
d) Intangible Assets | d) Intangible Assets Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally from fifteen to twenty years. |
e) Impairment of Long-Lived Assets | e) Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
f) Beneficial Conversion Features | f) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
g) Derivative Liability | g) Derivative Liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations. |
h) Development Stage Company | h) Development Stage Company The Company is currently considered a development stage company as defined by ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company's operations consists of developing the business model and marketing concepts. |
i) Basic and Diluted Net Loss Per Share | i) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, |
j) Interim Financial Statements | j) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. |
k) Income Taxes | k) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, |
l) Comprehensive Loss | l) Comprehensive Loss ASC 220, Comprehensive Income, |
m) Financial Instruments | m) Financial Instruments ASC 820, "Fair Value Measurements" Financial Instruments, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company's balance sheet as at June 30, 2015 and December 31, 2014 as follows: Balance, New Changes in Balance, December 31, 2014 Issuances Conversions Fair Values June 30, 2015 Derivative Liability $ 70,290 - $ (64,767 ) $ 50,894 $ 56,417 The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. |
n) Recent Accounting Pronouncements | n) Recent Accounting Pronouncements The Company has limited operations and is considered to be in the development stage. During the period ended May 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013 11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 did not have a material impact on the Company's consolidated financial statements. The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on the Company's consolidated financial statements. In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | Balance, New Changes in Balance, December 31, 2014 Issuances Conversions Fair Values June 30, 2015 Derivative Liability $ 70,290 - $ (64,767 ) $ 50,894 $ 56,417 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Derivative liability | Balance, December 31, 2013 $ 45,521 Derivative loss due to new issuances 105,816 Adjustment for conversion (59,911 ) Mark to market adjustment (27,136 ) Balance, December 31, 2014 70,290 Adjustment for conversion (64,767 ) Mark to market adjustment 50,894 Balance, June 30, 2015 $ 56,417 |
Nature of Operations and Cont17
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working captial deficiency | $ 268,043 | |
Accumulated deficit | $ (2,646,264) | $ (2,310,541) |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Details | ||
Earnings Per Share, Potentially Dilutive Securities | 1,650,000,000 | 1,572,180,000 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) - Assets and Liabilities Measured on a Recurring Basis (USD $) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Assets and liabilities measured at fair value on a recurring basis [Rollforward] | |
Derivative Liability, beginning | $ 70,290 |
New Issuances | |
Conversions | $ (64,767) |
Changes in Fair Values | 50,894 |
Derivative Liability, ending | $ 56,417 |
Convertible Debentures (Details
Convertible Debentures (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Debt Conversion [Line Items] | |||
Proceeds of debt received | $ 165,000 | $ 15,000 | |
Convertible Debenture A [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Feb. 18, 2014 | ||
Debt Instrument, Face Amount | $ 15,500 | ||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||
Due date | Aug. 20, 2015 | ||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||
Accrued interest | $ 448 | $ 0 | |
Interest Expense, Debt | 590 | 1,038 | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 590 | $ 1,038 | |
Convertible Debenture B [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Apr. 15, 2015 | ||
Debt Instrument, Face Amount | $ 100,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||
Debt amount distributed | $ 40,000 | ||
Proceeds of debt received | 50,000 | ||
Original issue discount | $ 4,000 | ||
Due date | Oct. 16, 2016 | ||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||
Accrued interest | $ 1,041 | ||
Convertible Debenture C [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Apr. 1, 2015 | ||
Debt Instrument, Face Amount | $ 600,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||
Proceeds of debt received | $ 30,000 | ||
Legal expenses | $ 6,000 | ||
Due date | Apr. 1, 2016 | ||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||
Convertible Debenture D [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Apr. 1, 2015 | ||
Debt Instrument, Interest Rate, Effective Percentage | 0.00% | ||
Equity Method Investment, Ownership Percentage | 99.00% |
Convertible Debentures (Detai21
Convertible Debentures (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Debenture C [Member] | |
Debt Conversion [Line Items] | |
Terms | The Purchaser has the right to convert the outstanding principal amount and interest under the Note in whole or in part into shares of common stock at a price equal to 50% of the average of the lowest three end of day closing prices of the Company's common stock during the 25 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. The Note may be prepaid according to the following schedule: Between 1 and 90 days from the date of execution, the Note may be prepaid for 135% of face value plus accrued interest. Between 91 and 180 days from the date of execution, the Note may be prepaid for 145% of face value plus accrued interest. After 180 days from the date of execution until the Due Date, the Note may not be prepaid without written consent from the Purchaser. |
Derivative Liabilities - Deriva
Derivative Liabilities - Derivative liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Derivative Liability [Rollforward] | ||
Derivative Liability (in Dollars) , beginning | $ 70,290 | $ 45,521 |
Derivative loss due to new issuances | 105,816 | |
Adjustment for conversion | (64,767) | (59,911) |
Mark to market adjustment | 50,894 | (27,136) |
Derivative Liability (in Dollars), ending | $ 56,417 | $ 70,290 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings (in Dollars) | $ 32,630 | $ 78,680 | |
Fair Value Assumptions, Exercise Price (in Dollars per share) | $ 0.0013 | $ 0.0014 | |
Minimum [Member] | |||
Derivative [Line Items] | |||
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | ||
Fair Value Assumptions, Risk Free Interest Rate monthly increase | 1.00% | ||
Fair Value Inputs, Probability of Default | 0.00% | ||
Maximum [Member] | |||
Derivative [Line Items] | |||
Fair Value Assumptions, Risk Free Interest Rate | 10.00% | ||
Fair Value Inputs, Probability of Default | 5.00% |
Derivative Liabilities Addition
Derivative Liabilities Additional(Details Narrative) | Mar. 31, 2015 | Mar. 26, 2015 | Mar. 24, 2015 | Mar. 20, 2015 | Mar. 18, 2015 | Mar. 16, 2015 | Mar. 04, 2015 | Mar. 02, 2015 | Feb. 23, 2015 | Feb. 18, 2015 | Feb. 13, 2015 | Feb. 06, 2015 | Dec. 31, 2014 | Dec. 09, 2014 | Dec. 04, 2014 | Dec. 02, 2014 | Feb. 10, 2014 | Jan. 11, 2014 | Oct. 26, 2014 | Sep. 30, 2014 | Aug. 17, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Derivative Liabilities Additionaldetails Narrative | |||||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 255.00% | 251.00% | 249.00% | 244.00% | 240.00% | 238.00% | 223.00% | 222.00% | 216.00% | 212.00% | 209.00% | 203.00% | 183.00% | 172.00% | 170.00% | 168.00% | 206.00% | 175.00% | 166.00% | 170.00% | 176.00% | 176.00% | 176.00% |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Apr. 03, 2015 | Mar. 05, 2015 | Mar. 05, 2015 | Mar. 05, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Jun. 30, 2015 |
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 174,000,000 | 454,000,000 | 495,290,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 8,700 | $ 20,040 | $ 25,505 | ||||
Interest Payable, Current | $ 2,660 | $ 2,660 | |||||
SirenGPS, Inc [Member] | |||||||
Common stock converted | 200,000,000 | ||||||
Series B Preferred stock | 1,050,000 | ||||||
Hillwinds Ocean Energy, LLC [Member] | |||||||
Common stock converted | 222,000,000 | ||||||
Series B Preferred stock | 1,165,000 | ||||||
Common Stock [Member] | |||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 200,000,000 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 200,000 | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 74,235,000 | 106,050,000 | 342,150,496 | ||||
Stock Issued During Period, Value, Issued for Services | $ 14,847 | $ 21,210 | $ 68,430 | ||||
Stock Issued During Period, Value, Debt Settlement | 215,225 | 733,500 | 107,479 | ||||
Gains (Losses) on Extinguishment of Debt | $ 712,290 | 339,049 | |||||
Stock Issued During Period, Value, Debt Settlement of Accrued Interest | $ 300,000 | ||||||
Adjustments to Additional Paid in Capital, Other | $ 200,378 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - Class B Preferred Stock [Member] | 6 Months Ended |
Jun. 30, 2015USD ($)shares | |
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 13,624,300 |
Stock Issued During Period, Value, Acquisitions | $ | $ 13,624 |
Preferred Stock, Conversion Basis | 200 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Due to Officers or Stockholders | $ 570 | $ 0 |
Accounts Payable, Related Parties | $ 6,100 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 03, 2015 | Feb. 18, 2016 |
Subsequent Event [Line Items] | ||
Private placement threshold | $ 300,000 | |
Share increase | 10,000,000 | |
Reverse stock split | 1-30 | |
Share increase approval | 50,000,000 | |
Agreement 1 [Member] | ||
Subsequent Event [Line Items] | ||
Debt Conversion, Original Debt, Amount | $ 100,000 | |
Debt settlement agreement | 25,000 | |
Agreement 2 [Member] | ||
Subsequent Event [Line Items] | ||
Debt settlement agreement | $ 50,000 |