Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | GOOD GAMING, INC. |
Document Type | 10-Q |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 1,995,290,000 |
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, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 132,270 | |
Due from affiliate | 260,454 | |
Total Current Assets | 392,724 | |
Equipment, net | 12,768 | |
Other Assets | ||
Gaming Software | 1,110,000 | |
Total Other Assets | 1,110,000 | |
Total Assets | 1,515,492 | 0 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 108,686 | 96,141 |
Accounts payable and accrued liabilities - related party | 6,670 | |
Convertible debentures, net of unamortized discount of $0 and $36,088, respectively | 75,000 | 83,300 |
Derivative liability | 735,100 | 453,741 |
Total Current Liabilities | 918,786 | 639,852 |
Convertible debentures, long-term | 163,440 | 50,000 |
Total Liabilities | 1,082,226 | 689,852 |
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 1,995,290,000 shares, respectively | 1,995,290 | 1,995,290 |
Stock subscriptions payable | 1,436,723 | |
Additional paid-in capital | 380,323 | 309,592 |
Accumulated deficit | (3,410,268) | (3,018,073) |
Total Stockholders' equity (deficit) | 433,266 | (689,852) |
Total liabilities and stockholders' equity (deficit) | 1,515,492 | 0 |
Class A Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 7,500 | 7,500 |
Class B Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | $ 23,698 | $ 15,839 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible debentures, net of unamortized discount | $ 0 | $ 36,088 |
Common Stock, authorized (in Shares) | 2,050,000,000 | 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 | 1,995,290,000 |
Common Stock, outstanding (in Shares) | 1,995,290,000 | 1,995,290,000 |
Class A Preferred Stock | ||
Preferred stock, authorized (in Shares) | 249,999,000 | 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) | 200,000,000 | 25,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued (in Shares) | 23,698,873 | 15,839,300 |
Preferred stock, outstanding (in Shares) | 23,698,873 | 15,839,300 |
Class C Preferred Stock | ||
Preferred stock, authorized (in Shares) | 1,000 | |
Preferred stock, issued (in Shares) |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
Consulting fees | 95,090 | 28,859 | 121,090 | 98,694 |
General and administrative | 74,601 | 119,516 | 140,761 | 127,925 |
Professional fees | 42,250 | 5,000 | 45,500 | |
Stock compensation | 41,921 | |||
Total Operating Expenses | 169,691 | 190,625 | 308,772 | 272,119 |
Net Loss Before Other Expenses | (169,691) | (190,625) | (308,772) | (272,119) |
Other Income (Expenses) | ||||
Interest expense | (3,360) | (8,144) | (6,720) | (30,974) |
Debt Restructure | 58,300 | |||
Loss on Change in fair value of derivative liability | 30,000 | (7,241) | (281,359) | (32,630) |
Total Other Income (Expenses) | 26,640 | (15,385) | (229,779) | (63,604) |
Net Loss | $ (143,051) | $ (206,010) | $ (538,551) | $ (335,723) |
Net Loss Per Share, Basic and Diluted | ||||
Weighted Average Shares Outstanding | 1,995,290,000 | 1,995,290,000 | 1,995,290,000 | 1,549,334,532 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Activities | ||
Net Loss | $ (538,551) | $ (335,723) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Accretion of debt discount | 281,359 | 15,052 |
Depreciation | 672 | |
Amortization of software | 90,000 | |
Amortization of deferred financing costs | 1,020 | |
Loss on change in fair value of derivative liability | 32,630 | |
Stock compensation | 41,921 | |
Debt Reduction | (58,300) | |
Changes in operating assets and liabilities | ||
Due from affiliate | 27,572 | |
Accounts payable and accrued liabilities | 12,544 | 77,991 |
Accounts payable and accrued liabilities-related parties | (6,670) | 43,957 |
Net Cash Provided by (Used in) Operating Activities | (149,453) | (165,073) |
Investing activities | ||
Purchase of equipment | (13,440) | |
Net Cash Provided by (Used in) Investing activities | (13,440) | |
Financing activities | ||
Proceeds from purchase of Good Gaming | 1,723 | |
Proceeds from Convertible debenture, net of financing costs | 113,440 | 165,000 |
Proceeds from sale of preferred stock CL B | 30,000 | |
Proceeds from stock subscriptions | 150,000 | |
Net Cash Provided by (Used in) Financing activities | 295,163 | 165,000 |
Change in Cash | 132,270 | (73) |
Cash, Beginning of Period | 73 | |
Cash, End of period | 132,270 | |
Non-cash investing andd financing activities | ||
Adjustment to Derivative liabilitiy | 53,911 | |
Common shares issued for conversion of debt | 39,960 | |
Common shares issued for payment of related party payable | 6,670 | |
Debt Discount due to beneficial conversion feature | $ 15,500 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 6 Months Ended |
Jun. 30, 2016 | |
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 is a leading tournament gaming platform and online destination targeting the over 205 million eSports players and participants worldwide that want to compete at the high school or college level. 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 February 18, 2016, the Company acquired Good Gaming, Inc. from CMG Holdings Group, Inc. (OTCQB: CMGO). Going Concern These 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, 2016, the Company had a working capital deficiency of $526,062 and an accumulated deficit of $3,410,268. 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, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The financial statements for the periods ending March 31, 2016 include the accounts of the Company. These 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) These 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. (c) 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. (d) 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, 2016 and 2015, the Company had no cash equivalents. (e) 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. (f) 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. (g) 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. (h) 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. (i) Basic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, (j) 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, (k) Comprehensive Loss ASC 220, Comprehensive Income (l) 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, 2016 and December 31, 2015 as follows: Balance, December 31, 2014 Conversions Changes in Fair Values Balance, June 30, 2016 Derivative Liability $ 453,741 $ — $ 281,359 $ 735,100 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. (m) Recent Accounting Pronouncements 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. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 3. Other Assets The Company valued the software purchased at $1,200,000 at purchase date February 18, 2018. The software has a useful life of 5 years. Amortization expense is calculated with straight line method at mid-month convesion for the period ending June 30, 2016 as $60,000. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Convertible Debentures (a) 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 March 31, 2016. 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 of March 31, 2016, the Company recorded accrued interest of $1,260 (December, 31, 2015 $3,894), which has been included in accounts payable and accrued liabilities. The lender has agreed to sell this investment to the Company or to an investor of the Company’s choosing at face value plus interest. (b) 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. In February 2016 as part of a settlement between the lender and the Company, the note along with a remaining balance of $8300 from former JABRO-Asher notes were restructured to a principle amount of $25,000 with a due date of June 18, 2017 and a 0% interest rate. The lender is subject to strict lock-up and leak-out provisions. Additionally, as part of the February 2016 settlement with the lender, the lender funded $100,000 new debentures due August 2018 bearing 0% interest with the lender subject to strict lock-up and leak-out provisions. The Company is currently negotiating the lock-up of these debentures from conversion into common stock for a period of one-year commencing June 10, 2016. (c) As part of the asset purchase agreement between HDS International Corp. and CMG Holdings Group, Inc., SirenGPS was issued a $60,000 0% interest convertible debenture that matures in August 2018. The debentures are convertible into common stock at a 20% discount to the 20-day moving average of the Company’s common stock after a period of seven months. The debt is subject to strict lock-up and leak-out provisions. SirenGPS has agreed to sell this security to the Company or to an investor of the Company’s choosing at face value. (d) On or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,439.50 in the form of convertible debentures secured by certain high-powered gaming machines purchased from XIDAX. The notes bear interest at a rate of 10% per annum payable in cash or kind at the option of the Company, mature April 1, 2018, and are convertible into Series B Preferred shares at the option of the holder at any time. The Company did not allocate to equity any increase in note value due to the fact that the conversion value was lower than the par value. Thereby creating a zero or negative value. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Derivative Liabilities | 5. Derivative Liabilities The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended June 30, 2016 and December 31, 2015 : The projected annual volatility for each valuation period was based on the historic volatility of the Company of 165% as at December 31, 2015, 167% as at February 6, 2016, 167% as at February 10, 2016, 168% as at February 13, 2016, 168% as at February 18, 2016, 168% as at February 23, 2016, 169% as at March 2, 2016, 170% as at March 3, 2016, 170% as at March 16, 2016, 170% as at March 17, 2016, 170% as at March 19, 2016, 170% as at March 24, 2016 ,171% as at March 25, 2016, and 171% as at June 30, 2016. An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 5%. A summary of the activity of the derivative liability is shown below: Balance December 31, 2014 $ 70,290 Adjustment for Conversion (64,767 ) Mark to market adjustment at December 31, 2015 448,218 Balance December 31, 2015 453,741 Adjustment for Conversion - Mark to market adjustment at June 30, 2016 281,359 Balance June 30, 2016 $ 735,100 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock Share Transactions for the Quarter Ended June 30, 2016: None |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock Our Articles of Incorporation, which were amended effective July 22, 2016, authorize us to issue up to 450,000,000 shares of preferred stock, $0.001 par value. Of the 450,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Two Hundred Forty Nine Million, Nine Hundred Ninety Nine Thousand (249,999,000), with a stated par value of $0.001 per share, and the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Two Hundred Million (200,000,000), with a stated par value of $0.001 per share, and the total number of newly authorized Class C Preferred Shares the Corporation shall have the authority to issue is One Thousand (1,000). Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company. As of June 30, 2016, we had 7,500,000 shares of our Class A preferred stock issued and outstanding. As of June 30, 2016, we had 23,698,873 shares of Class B preferred stock issued and outstanding. As of June 30, 2016, we had no shares of Class C Preferred Stock issued and outstanding. The 7,500,000 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each one Class A Preferred Share. The 23,698,873 issued and outstanding shares of Class B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each one Class B Preferred Share. If all of our Class A Preferred Stock and Class B Preferred Stock was converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 4,489,774,600 shares. Share Sales – Series B Preferred Stock On or around February 18, 2016, as part of the closing of the Good Gaming asset sale by CMG Holdings Group to HDS International Corp., CMG Holdings is due an additional 85,600,000 Series B Preferred Shares. These shares due are currently in the form of a subscription payable by HDS International to CMG Holdings Group. On or around February 18, 2016, our CEO Vikram Grover was issued 859,073 Series B Preferred shares in lieu of compensation due for services rendered to SirenGPS in 2015. On or around February 23, 2016, Andrew Albrecht was issued 2,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, William Schultz funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around February 26, 2016, Paul Rauner was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around February 26, 2016, Galina Berkovich was issued 800,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around February 26, 2016, Bernard Mangold was issued 400,000 Series B Preferred shares as consideration for the strategic change of control transaction with CMG Holdings Group, Inc. On or around March 7, 2016, Silver Lining Management, an entity controlled by David Dorwart, our Director, funded monies to the Company and had a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around March 15, 2016, Brett Nesland was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 22, 2016, William Crusoe was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The investor has since agreed to lockup his shares for a period of one year. On or around April 22, 2016, Francesca Dorwart was issued 1,000,000 Series B Preferred shares as consideration for an investment in the Company. The vast majority of the Series B Preferred stock investors have agreed to lock-up their investments for a period of one year as of May 2016. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions (a) As at June 30,2016, the Company owes $0 (December 31, 2015 – $570) to the previous 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. As at June 30, 2016, the Company owes $0 (December 31, 2015 – $6,100) to the previous 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company has a net operating loss carried forward of $3,239,596 available to offset taxable income in future years which commence expiring in fiscal 2030. The income tax benefit has been computed by applying the weighted average income tax rates of Canada (federal and provincial statutory rates) and of the United States (federal and state rates) of 27% and 27%, respectively, to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows: 2016 2015 Income tax recovery at statutory rate $ 22,077 $ 195,612 Valuation allowance change $ (22,077 ) $ (195,612 ) Provision for income taxes $ - $ - The Significant components of deferred income tax assets and liabilities at June 30, 2016 and December 31, 2015 are as follows: Net operating loss carried forward $ 3,245.293 $ 3,018,073 Valuation allowance $ (3,245,293 ) $ (3,018,073 ) Net deferred income tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited. |
Stock Subscriptions
Stock Subscriptions | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Stock Subscriptions | 10. Stock Subscriptions On or around April 5, 2016, Pecan Bluff Investments LLC, funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 5, 2016, Fly Faster LLC, funded monies to the Company and had a subscription receivable for 2,500,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 5, 2016, Independent Drug Distributors LLC, funded monies to the Company and had a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. On or around April 8, 2016, David Dorwart, our Director, funded monies to the Company and has a subscription receivable for 5,000,000 Series B Preferred shares as consideration for an investment in the Company. The vast majority of the Series B Preferred stock investors have agreed to lock-up their investments for a period of one year as of May 2016. |
Consulting Agreements
Consulting Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Consulting Agreements | 11. Consulting Agreements On or around April 14, 2016, the Company formed and advisory Board and engaged Syndicate Studios, LLC for consulting services and issuing the Syndicate Studios 100,000,000 warrants with a two-year expiration and a strike price of $0.0002. The warrants do not vest for one year and are subject to mutually agreed to performance criteria. Sean Stalzer, owner of The Syndicate, has already been instrumental in introducing the Company to games publishers, members of the media, and gamers who have been vetting the Good Gaming 2.0 platform for the past few months. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 25, 2016, the Company engaged Kevin Harrington Enterprises (KBHJJ LLC) to provide consulting services, including introductions to potential investors and sponsors for eSports tournaments, among other things. As part of the Agreement, the Company appointed Kevin Harrington to its Advisory Board and issued KBHJJ one hundred million common stock purchase warrants with a two-year expiration, cashless exercise, and strike price of $0.0003. The warrants do not vest for a period of one year. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation and Principles of Consolidation The financial statements for the periods ending March 31, 2016 include the accounts of the Company. These 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) These 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. |
Use of Estimates | (c) 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. |
Cash and Cash Equivalents | (d) 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, 2016 and 2015, the Company had no cash equivalents. |
Intangible Assets | (e) 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. |
Impairment of Long-Lived Assets | (f) 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. |
Beneficial Conversion Features | (g) 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. |
Derivative Liability | (h) 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. |
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, |
Income Taxes | (j) 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, |
Comprehensive Loss | (k) Comprehensive Loss ASC 220, Comprehensive Income |
Financial Instruments | (l) 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, 2016 and December 31, 2015 as follows: Balance, December 31, 2014 Conversions Changes in Fair Values Balance, June 30, 2016 Derivative Liability $ 453,741 $ $ 281,359 $ 735,100 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. |
Recent Accounting Pronouncements | (m) Recent Accounting Pronouncements 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 Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | Balance, December 31, 2014 Conversions Changes in Fair Values Balance, June 30, 2016 Derivative Liability $ 453,741 $ $ 281,359 $ 735,100 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Derivative liability | Balance December 31, 2014 $ 70,290 Adjustment for Conversion (64,767 ) Mark to market adjustment at December 31, 2015 448,218 Balance December 31, 2015 453,741 Adjustment for Conversion - Mark to market adjustment at June 30, 2016 281,359 Balance June 30, 2016 $ 735,100 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income tax benefit | 2016 2015 Income tax recovery at statutory rate $ 22,077 $ 195,612 Valuation allowance change $ (22,077 ) $ (195,612 ) Provision for income taxes $ $ |
Deferred income tax assets and liabilities | 2016 2015 Net operating loss carried forward $ 3,245.293 $ 3,018,073 Valuation allowance $ (3,245,293 ) $ (3,018,073 ) Net deferred income tax asset $ $ |
Nature of Operations and Cont22
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working captial deficiency | $ 556,062 | |
Accumulated deficit | $ (3,410,268) | $ (3,018,073) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - Assets and Liabilities Measured on a Recurring Basis (USD $) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Assets and liabilities measured at fair value on a recurring basis [Rollforward] | |
Derivative Liability, beginning | $ 453,741 |
Changes in Fair Values | 281,359 |
Derivative Liability, ending | $ 735,100 |
Other Assets (Details Narrative
Other Assets (Details Narrative) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Software | $ 1,200,000 |
Life of software | 5 years |
Amortization of software | $ 90,000 |
Debt (Details)
Debt (Details) | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Debt Conversion [Line Items] | |||
Proceeds of debt receivable | $ 113,440 | $ 165,000 | |
Debt Conversion, Converted Instrument, Amount | 39,960 | ||
Amortization of Debt Discount (Premium) | $ 15,500 | ||
Convertible Debenture, April 15, 2015 [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Apr. 15, 2015 | ||
Debt Instrument, Face Amount | $ 100,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||
Proceeds of debt receivable | $ 50,000 | ||
Proceeds to be distributed | $ 50,000 | ||
Due date | Oct. 16, 2016 | ||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||
Accrued interest | $ 1,260 | $ 3,894 | |
Convertible Debenture, April 1, 2015 [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Apr. 1, 2015 | ||
Debt Instrument, Face Amount | $ 600,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ||
Debt amount distributed | $ 40,000 | ||
Proceeds of debt receivable | 30,000 | ||
Original issue discount | 4,000 | ||
Legal expenses | $ 6,000 | ||
Due date | Apr. 1, 2016 | ||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | ||
Convertible Debenture, April 1, 2015 Settlement Agreement [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Feb. 1, 2016 | ||
Debt Instrument, Face Amount | $ 25,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 0.00% | ||
Equity Method Investment, Ownership Percentage | 99.90% | ||
Due date | Jun. 18, 2017 | ||
Convertible Debenture, February 2016 [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Feb. 1, 2016 | ||
Debt Instrument, Face Amount | $ 100,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 0.00% | ||
Due date | Aug. 31, 2018 | ||
Convertible Debenture, SirenGPS [Member] | |||
Debt Conversion [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 0.00% | ||
Debt Instrument, Convertible, Conversion Ratio | 0.20 | ||
Debt Conversion, Converted Instrument, Amount | $ 60,000 | ||
Silver Linings Management, LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issue Date | Apr. 7, 2016 | ||
Debt Instrument, Face Amount | $ 13,439 | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% |
Derivative Liabilities - Deriva
Derivative Liabilities - Derivative liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Derivative Liability [Rollforward] | ||
Derivative Liability (in Dollars) , beginning | $ 453,741 | $ 70,290 |
Adjustment for conversion | (64,767) | |
Mark to market adjustment | 281,359 | 448,218 |
Derivative Liability (in Dollars), ending | $ 735,100 | $ 453,741 |
Derivative Liabilities Expected
Derivative Liabilities Expected Votality (Details Narrative) | Mar. 26, 2016 | Mar. 24, 2016 | Mar. 20, 2016 | Mar. 16, 2016 | Mar. 04, 2016 | Mar. 02, 2016 | Feb. 23, 2016 | Feb. 18, 2016 | Feb. 13, 2016 | Feb. 10, 2016 | Feb. 06, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Derivative Liabilities Expected Votality Details Narrative | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 171.00% | 170.00% | 170.00% | 170.00% | 170.00% | 169.00% | 168.00% | 168.00% | 168.00% | 167.00% | 167.00% | 171.00% | 165.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 6 Months Ended |
Jun. 30, 2016 | |
Minimum [Member] | |
Derivative [Line Items] | |
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 monthly increase | 5.00% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Preferred Stock | ||
Preferred stock, authorized (in Shares) | 50,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | |
Common Stock | ||
Share increase | 4,489,774 | |
Class A Preferred Stock | ||
Preferred stock, authorized (in Shares) | 249,999,000 | 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 |
Preferred Stock, Conversion Basis | 20 common shares | |
Class B Preferred Stock | ||
Preferred stock, authorized (in Shares) | 200,000,000 | 25,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued (in Shares) | 23,698,873 | 15,839,300 |
Preferred stock, outstanding (in Shares) | 23,698,873 | 15,839,300 |
Preferred Stock, Conversion Basis | 200 common shares | |
Class C Preferred Stock | ||
Preferred stock, authorized (in Shares) | 1,000 | |
Preferred stock, issued (in Shares) |
Series B Preferred Stock -Share
Series B Preferred Stock -Share Sales (Details Narrative) - USD ($) | Apr. 22, 2016 | Mar. 16, 2016 | Feb. 26, 2016 | Feb. 23, 2016 | Feb. 18, 2016 | Jun. 30, 2016 | Mar. 07, 2016 |
Stock subscriptions payable | $ 1,436,723 | ||||||
CMG Holdings Group [Member] | |||||||
Stock subscriptions payable | $ 85,600,000 | ||||||
CEO Vikram Grover [Member] | |||||||
Shares issued for services, shares | 859,073 | ||||||
Anderw Albrecht [Member] | |||||||
Stock Issued During Period for Investment (in Shares) | 2,000,000 | ||||||
William Schultz [Member] | |||||||
Subscription Receivable | $ 2,500,000 | $ 5,000,000 | |||||
Paul Rauner [Member] | |||||||
Stock Issued During Period, Shares | 800,000 | ||||||
Galina Berkovich [Member] | |||||||
Stock Issued During Period, Shares | 800,000 | ||||||
Bernard Mangold [Member] | |||||||
Stock Issued During Period, Shares | 400,000 | ||||||
Brett Nesland [Member] | |||||||
Stock Issued During Period for Investment (in Shares) | 1,000,000 | ||||||
William Crusoe [Member] | |||||||
Stock Issued During Period for Investment (in Shares) | 1,000,000 | ||||||
Francesca Dorwart [Member] | |||||||
Stock Issued During Period for Investment (in Shares) | 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
President and CEO [Member] | ||
Accounts Payable, Related Parties | $ 0 | $ 570 |
President and CEO Additional[Member] | ||
Accounts Payable, Related Parties | $ 0 | $ 6,100 |
Income Taxes - Income tax benef
Income Taxes - Income tax benefit (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax recovery at statutory rate | $ 22,077 | $ 195,612 |
Valuation allowance change | (22,077) | (195,612) |
Provision for income taxes |
Income Taxes - Deferred income
Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carried forward | $ 3,245,293 | $ 3,018,073 |
Valuation allowance change | (3,245,293) | (3,018,073) |
Net deferred income tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 3,239,596 |
Expiration date | Dec. 31, 2030 |
Statutory rate | 27.00% |
Stock Subscriptions (Details Na
Stock Subscriptions (Details Narrative) - USD ($) | Apr. 08, 2016 | Apr. 05, 2016 |
Pecan Bluff Investments, LLC [Member] | ||
Class of Stock [Line Items] | ||
Subscription Receivable | $ 2,500,000 | |
Fly Faster LLC [Member] | ||
Class of Stock [Line Items] | ||
Subscription Receivable | 2,500,000 | |
Independent Drugs Distribution LLC [Member] | ||
Class of Stock [Line Items] | ||
Subscription Receivable | $ 5,000,000 | |
David Dorwart[Member] | ||
Class of Stock [Line Items] | ||
Subscription Receivable | $ 5,000,000 |
Consulting Agreements (Details
Consulting Agreements (Details Narrative) - Syndicate Studios, LLC [Member] | Apr. 14, 2016$ / sharesshares |
Other Commitments [Line Items] | |
Warrants Issued | shares | 100,000,000 |
Strike price | $ / shares | $ 0.0002 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Kevin Harrington Enterprises [Member] | Jul. 25, 2016USD ($) |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 100,000,000 |
Debt Instrument, Interest Rate, Effective Percentage | 0.03% |