Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 20, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | REVE TECHNOLOGIES, INC. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | reve | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Entity Central Index Key | 1,495,028 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 371,887,192 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,000 | $ 48,928 |
Prepaid expenses | 0 | 6,300 |
Total current assets | 0 | 55,228 |
Other receivable | 8,691 | 0 |
Equipment, net of accumulated depreciation of $759 and $558, respectively | 1,261 | 1,866 |
TOTAL ASSETS | 10,952 | 57,094 |
Current liabilities: | ||
Accounts payable | 198,035 | 8,739 |
Line of credit | 11,160 | 10,713 |
Convertible notes - related party, net of discount of $0 and $49,598 | 258,083 | 233,484 |
Interest payable - related party | 33,682 | 21,609 |
Convertible notes - net of discount of $15,345 and $52,829 | 82,080 | 4,921 |
Derivative liability | 116,141 | 91,526 |
Total current liabilities | 699,181 | 370,992 |
Long-term Liabilities: | ||
Convertible notes - net of discount of $53,382 and $26,714 | 26,231 | 1,064 |
Derivative liability | 147,592 | 92,643 |
Total long-term liabilities | 173,883 | 93,707 |
TOTAL LIABILITIES | $ 873,004 | $ 464,699 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding | $ 0 | $ 0 |
Common stock: $0.001 par value; 1,000,000,000 shares authorized, 57,439,461 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 57,440 | 36,998 |
Additional paid-in capital | 595,297 | 358,798 |
Accumulated deficit | (1,514,789) | (803,401) |
Total stockholders' deficit | (862,052) | (407,605) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 9,952 | $ 57,094 |
Balance Sheets Parentheticals
Balance Sheets Parentheticals - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Equipment, accumulated depreciation | $ 759 | $ 558 |
Convertible notes - related party, discount | 0 | 49,598 |
Convertible notes - net of discount | 15,345 | 52,829 |
Convertible notes - net of discount | $ 53,382 | $ 26,714 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 57,439,461 | 57,439,461 |
Common Stock, shares outstanding | 57,439,461 | 57,439,461 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expense: | ||||
Selling, general and administrative | 3,767 | 7,551 | 39,170 | 17,593 |
Product development | 0 | 11,025 | 167,766 | 32,432 |
Executive compensation | 7,823 | 15,000 | 70,701 | 43,639 |
Professional fees | 18,181 | 11,456 | 63,906 | 30,427 |
Total operating expense | 29,771 | 45,032 | 341,543 | 124,091 |
Loss from operations | (29,771) | (45,032) | (341,543) | (124,091) |
Other expense: | ||||
Interest expense | (85,133) | (151) | (169,064) | (416) |
Interest expense - related party | (5,642) | (19,564) | (66,471) | (60,543) |
Change in derivative liability | 60,577 | 0 | (134,310) | (51,515) |
Total other expense | (30,198) | (19,715) | (369,845) | (112,474) |
Net loss | $ (59,969) | $ (64,747) | $ (711,388) | $ (236,565) |
Loss per Common Share | $ 0 | $ 0 | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding - basic | 49,013,226 | 36,997,970 | 41,068,995 | 36,997,970 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (711,388) | $ (236,565) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 606 | 297 |
Accretion of debt discount | 211,243 | 49,569 |
Legal fees paid in connection with convertible notes | 6,750 | 0 |
Change in derivative liability | 134,310 | 51,515 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | 6,300 | 1,225 |
Increase (decrease) in accounts payable | 174,208 | (3,019) |
Increase (decrease) in interest payable | 7,420 | 422 |
Increase (decrease) in interest payable - related party | 16,873 | 10,973 |
Net cash used in operating activities | (153,678) | (125,582) |
Cash flows from investing activity | ||
Proceeds for notes receivable - related party | 0 | (1,955) |
Payments for notes receivable - related party | 0 | 5 |
Net cash used in investing activity | 0 | (1,950) |
Cash flows from financing activities | ||
Proceeds from share subscription | 26,000 | 0 |
Payment on shares purchase backe | (25,000) | 0 |
Proceeds from convertible notes payable | 104,750 | 130,895 |
Repayment of convertible notes payable | 0 | (1,870) |
Net cash provided by financing activities | 114,750 | 129,025 |
Increase (decrease) in cash and cash equivalents | (38,928) | 1,493 |
Cash and cash equivalents at beginning of period | 48,928 | 120 |
Cash and cash equivalents at end of period | 1,000 | 1,613 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | 0 |
Income taxes paid in cash | 0 | 0 |
Supplemental disclosure of non-cash transactions: | ||
Convertible note issued due to settle note payable and interest payable to related party | 29,800 | 0 |
Debt discount recorded for beneficial conversion feature | 0 | 44,880 |
Debt discount recorded for beneficial conversion feature | $ 0 | $ 34,717 |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2015 | |
ORGANIZATION AND GOING CONCERN: | |
ORGANIZATION AND GOING CONCERN | NOTE 1 ORGANIZATION AND GOING CONCERN Organization The Company was incorporated on May 11, 2010 (Date of Inception) under the laws of the State of Nevada, as Bassline Productions, Inc. On March 21, 2014 the Company amended its articles of incorporation and changed its name to Reve Technologies, Inc. We invest in, develop and market emerging hardware, mobile and web applications. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues from operations. Since inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred net losses to September 30, 2015 of $1,514,789. In addition, the Companys development activities since inception have been financially sustained through debt and equity financing. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management is planning to raise necessary additional funds for working capital through loans and additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The unaudited financial statements of Reve Technologies, Inc. as of September 30, 2015, and for the nine months ended September 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. Accounting estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value. Fair Value Measurement Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 263,733 $ 263,733 Total Liabilities $ - $ - $ 263,733 $ 263,733 The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities (derivative liabilities) for the nine months ended September 30, 2015. September 30, December 31, 2015 2014 Balance at beginning of year $ 184,169 $ - Additions to derivative instruments 139,550 184,169 Reclassify to additional paid in capital due to conversion (194,296 ) - Change in fair value of derivative instruments 134,310 - Balance at end of period $ 263,733 $ 184,169 The following is a description of the valuation methodologies used for these items: Derivative liability these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Companys stock price, volatility, U.S. risk free rate, dividend rate and estimated life. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Net Income (Loss) Per Share The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ 711,388 $ 236,565 Denominator: Weighted average number of common shares outstanding 41,068,995 36,997,970 Basic and diluted EPS $ 0.02 $ 0.00 The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible promissory notes 162,446,925 220,488 Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Companys previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements. |
LINE OF CREDIT
LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2015 | |
LINE OF CREDIT: | |
LINE OF CREDIT | NOTE 3 LINE OF CREDIT On June 15, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on June 16, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $3,681 and accrued interest of $429 in exchange for 4,110 shares of common stock. The shares were issued in 2013 resulting in a $6,772 charge to interest expense. As of September 30, 2015, the balance due under this line of credit totaled $4,089, including $3,634 of principle and $455 of accrued interest. During the nine months ended September 30, 2015 and 2014, the Company recorded $163 and $163, respectively, of interest expense. On July 30, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on August 1, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $7,428 and accrued interest of $831 in exchange for 8,259 shares of common stock. The shares were issued in 2013 resulting in a $3,370 charge to interest expense. As of September 30, 2015, the balance due under this line of credit totaled $7,071, including $6,322 of principle and $749 of accrued interest. During the nine months ended September 30, 2015 and 2014, the Company recorded $284 and $258, respectively, of interest expense. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 CONVERTIBLE NOTES PAYABLE As of September 30, 2015, the Company had outstanding the following convertible promissory notes (the " Note(s) Date of: Conversion Accrued Total Issuance Maturity Price Status Principle Interest Outstanding 03/31/13 08/31/13 $ 1.00 extended to 09/30/2015 $ 8,540 $ 1,827 $ 10,367 04/25/13 08/31/13 $ 1.00 Assigned on 09/18/2015 - - - 05/21/13 08/31/13 $ 1.00 extended to 09/30/2015 25,000 4,718 29,718 07/31/13 01/31/14 $ 1.00 extended to 09/30/2015 25,500 4,550 30,050 08/31/13 02/28/14 $ 1.00 extended to 09/30/2015 14,195 2,457 16,652 09/30/13 03/31/14 $ 1.00 extended to 09/30/2015 7,545 1,242 8,787 10/31/13 04/30/14 $ 1.00 extended to 09/30/2015 6,250 971 7,221 11/30/13 05/30/14 $ 1.00 extended to 09/30/2015 4,309 655 4,964 12/31/13 06/30/14 $ 1.00 extended to 09/30/2015 8,509 1,232 9,741 01/31/14 07/31/14 $ 1.00 extended to 09/30/2015 11,810 1,623 13,433 02/28/14 08/31/14 $ 1.00 extended to 09/30/2015 11,479 1,476 12,956 03/31/14 09/30/14 $ 1.00 extended to 09/30/2015 11,879 1,464 13,343 06/30/14 31/12/2014 $ 1.00 extended to 09/30/2015 51,978 5,481 57,459 09/30/14 31/03/2015 $ 1.00 extended to 09/30/2015 42,979 3,876 46,855 12/31/14 30/06/2015 $ 0.25 extended to 09/30/2015 28,109 2,110 30,219 Debt discount - unamortized portion - - - $ 258,083 $ 33,682 $ 2917,65 Number of shares issuable upon exercise of the above debt as of 09/30/15 382,423 Number of shares issuable upon exercise of the above debt as of 09/30/14 271,004 On September 18, 2015, the note issued to Amalfi on April 25, 2013 was assigned by the Company to Rockwell Capital Partners LLC. The current principal balance due on the loan in the amount of $25,000 together with interest accrued in the amount of $4,800 from Amalfi was settled in full. The Notes in the table above are all issued to Amalfi Coast Capital, Inc. ( Amalfi BCF During the year ended December 31, 2014, the Company issued $158,235 of Notes to Amalfi. As a condition to Amalfis entry into the September 30, 2014 Note (the September Note Series A Warrant Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ - $ 14,861 $ 49,598 $ 49,569 Interest at contractual rate 5,642 4,703 16,872 10,974 Totals $ 5,642 $ 19,564 $ 66,470 $ 60,543 |
CONVERTIBLE NOTES PAYABLE AND D
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES | |
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES | NOTE 5 CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES JMJ Financial On December 3, 2014 (the " Effective Date JMJ JMJ Note OID Maturity Date The Company recorded a $2,778 discount to the JMJ Note related to the OID which is being accreted over the two year term of the Note. On April 28, 2015, the Company received a second $25,000 under the JMJ Note. On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal into 170,000 shares at $0.03 per share. On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal into 500,000 shares at $0.0105 per share. We have evaluated the terms and conditions of the JMJ Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. The initial fair value of the derivative liability was $57,746 and determined using the Black Scholes option pricing model with a quoted market price of $0.35, a conversion price of $0.12, expected volatility of 79%, no expected dividends, an expected term of two years and a risk-free interest rate of 0.57% resulting in a fair value per share of $0.2495 multiplied by the 231,483 shares that would be issued if the JMJ Note was exercised on the Effective Date. As a result, $25,000 was recorded as a debt discount, $35,186 as other expense and $57,746 as a derivative liability. The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014: September 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 92,643 $ - Debt discount 25,000 25,000 Day one loss on fair value 42,489 32,746 Loss (gain) on change in fair value (54,493 ) 34,897 Reclassify to additional paid in capital due to conversion (25,030 - Balance at end of period $ 80,609 $ 92,643 Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 12,428 $ - $ 21,700 $ - Interest at contractual rate 3,333 - 6,666 - Totals $ 15,761 $ - $ 28,366 $ - LG Capital On December 15, 2014 (the " Closing Date LG Note Lender The Company recorded a $5,250 discount to the LG Note related to the OID which is being accreted over the one year term of the LG Note. On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848 per share. On August 17, 2015, the company received a conversion notice from LG Capital to convert $5,000 in principal and $267 of accrued interest from the note above into 1,213,686 shares at $0.00434 per share. We have evaluated the terms and conditions of the LG Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014: September 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 91,526 $ - Debt discount - 50,000 Day one loss on fair value - 34,748 Loss (gain) on change in fair value (5,611 ) 6,778 Reclassify to additional paid in capital due to conversion (48,058 ) - Balance at end of period $ 37,857 $ 91,526 Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 13,163 $ - $ 43,972 $ - Interest at contractual rate 960 - 3,275 - Totals $ 14,123 $ - $ 47,247 $ - Adar Bays, LLC On December 17, 2014, the Company closed a Securities Purchase Agreement with Adar Bays, LLC ( Adar Bays Adar Note On July 22, 2015 and September 8, 2015, the company received conversion notices from Adar Bays LLC to convert $5,000 in principal into 160,968 shares at $0.031062 per share and to convert $4,500 in principal into 2,460,361 shares at $0.001829 per share, respectively. We have evaluated the terms and conditions of the Adar Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. The initial fair value of the derivative liability was $75,278 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.1307, expected volatility of 100%, no expected dividends, an expected term of one year and a risk-free interest rate of 0.12% resulting in a fair value per share of $0.2811 multiplied by the 267,797 shares that would be issued if the Adar Note was exercised on the issuance date. As a result, $29,750 was recorded as a debt discount, $45,528 as other expense and $75,278 as a derivative liability. The following table summarizes the derivative liability included in the balance sheet at September 30, 2015: September 30, Derivative liability rollforward 2015 Beginning balance $ - Debt discount 29,750 Day one loss on fair value 45,528 Loss (gain) on change in fair value (36,804 ) Reclassify to additional paid in capital due to conversion (16,890 ) Balance at end of period $ 21,584 Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 8,997 $ - $ 26,761 $ - Interest at contractual rate 583 - 1,811 - Totals $ 9,580 $ - $ 28,572 $ - Typenex Co-Investment, LLC On January 16, 2015, the Company entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC (" Typenex Typenex Note Investor Notes The Typenex Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 16, 2016. The Typenex Note is convertible into common stock, at Typenexs option, at the lesser of (i) $0.60, and (ii) 70% (the Conversion Factor) of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.30, then in such event the then-current Conversion Factor shall be reduced to 65% for all future Conversions, subject to other reductions set forth in the Typenex Note. In the event the Company elects to prepay all or any portion of the Typenex Note, the Company is required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Typenex Note is secured by all of the assets of the Company and includes customary event of default provisions. Typenex has agreed to restrict its ability to convert the Typenex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Typenex Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Typenex Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. Additionally, the Company granted Typenex four warrants, corresponding to the delivery of four tranches of cash funds, to purchase shares of the Companys common stock, $0.001 par value. The first warrant will entitle the holder to purchase a number of shares equal to $30,000 (the Typenex Warrant) divided by the closing price on the date the warrants are issued, as such number may be adjusted from time to time pursuant to the terms of the Note, and the remaining warrants will entitle the holder to purchase a number of shares equal to $27,500 divided by the closing price on the date the warrants are issued, as adjusted. The warrants are exercisable for five years at $0.60 per share subject to certain anti-dilution provisions set forth in the warrants, a copy of which is attached as an exhibit hereto. Each warrant is not exercisable until each corresponding tranche is funded. We have evaluated the terms and conditions of the Typenex Note and Typenex Warrant. Because the economic characteristics and risks of the equitylinked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The Company first allocated Typenex Note principal between the Typenex Note and Typenex Warrant based upon their relative fair values. The initial fair value of the derivative liability related to the Typenex Warrant was $50,749 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 267%, no expected dividends, an expected term of 5 years and a risk-free interest rate of 1.29% resulting in a fair value per share of $0.3987 multiplied by the 127,298 shares that would be issued if the Typenex Warrant was exercised on the issuance date. On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert $25,593 installment amount from the note above (ref Note 5: Typenex Co-Investment, LLC) into 1,066,390 shares at $0.024 per share. The initial fair value of the derivative liability related to the Typenex Note was $58,472 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 100%, no expected dividends, an expected term of 1.25 years and a risk-free interest rate of 0.11% resulting in a fair value per share of $0.2297 multiplied by the 254,597 shares that would be issued if the Typenex Note was exercised on the issuance date. Since the value of the Typenex Note and Warrant derivative liabilities resulted in a total debt discount that exceeds the Typenex Note face amount, the amount recorded as a derivative liability was limited to the Typenex Note proceeds and debt discount totaling $55,000. The following table summarizes the derivative liability included in the balance sheet at September 30, 2015: Derivative liability rollforward September 30, 2015 Beginning balance $ - Debt discount 55,000 Loss (gain) on change in fair value - Typenex Note 91,404 Loss (gain) on change in fair value - Warrant 18,138 Reclassify to additional paid in capital due to conversion (97,559 ) Balance at end of period $ 66,983 Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 17,699 $ - $ 39,410 $ - Interest at contractual rate 1,064 - 3,838 - Totals $ 18,763 $ - $ 43,248 $ - Additionally, the Company recognized other asset of $3,168 and $8,691 of interest receivable related to the aforementioned notes during the three and nine month ended September 30, 2015, respectively. Rockwell Capital Parnters LLC On September 18, 2014 (the " Effective Date We have evaluated the terms and conditions of the RCP Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. The initial fair value of the derivative liability was $77,739 and determined with a quoted market price of $0.003 multiplied by the 25,913,043 shares that would be issued if the RCP Note was exercised on the issuance date, a conversion price of $0.0012. As a result, $29,800 was recorded as a debt discount, $47,939 as other expense and $77,739 as a derivative liability. On September 24, 2015, the company received a conversion notice from RCP to convert $2,875 in principal from the note into 2,500,000 shares at $0.00115 per share. The following table summarizes the derivative liability included in the balance sheet at September 30, 2015: September 30, Derivative liability rollforward 2015 Beginning balance $ - Debt discount 29,800 Day one loss on fair value 47,939 Loss (gain) on change in fair value (14,281 ) Reclassify to additional paid in capital due to conversion (6,759 ) Balance at end of period $ 36,699 Interest expenses: For the three month ended September 30, For the nine month ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 29,800 $ - $ 29,800 $ - Interest at contractual rate 75 - 75 - Totals $ 29,875 $ - $ 29,875 $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6 RELATED PARTY TRANSACTIONS Mr. Stehrenberger On May 6, 2015 the Company entered into an employment agreement with Mr. Stehrenberger, our CEO, CFO, and Director (the Employment Agreement On July 17, 2015, the Company entered into a material definitive agreement with Mr. Stehrenberger wherein Mr. Stehrenberger sold his controlling interest in Reve Technologies, Inc. back to the Company for the total price of $50,000. Upon closing, Mr. Stehrenberger delivered to Company Counsel, for cancellation, 20,115,000 shares of the Companys common stock owned by his family partnership. As at September 30, 2015, a total of $25,000 has been paid to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares. Pursuant to the Agreement, Mr. Stehrenberger resigned as President, CEO, Treasure, Secretary and Director During the period ended September 30, 2015 and 2014, the Company recorded executive compensation of $70,700 and $43,500 to Mr. Stehrenberger. During the nine months ended September 30, 2015, the Company paid Mr. Stehrenberger in full. Mr. David Forster On July 17, the Company appointed Mr. David Forster as President, CEO, CFO, Treasurer, Secretary and Sole Director. On July 20, 2015, Mr. Forster purchased twenty two million (22,000,000) shares of the Company, resulting in the beneficial ownership of the majority of the issued and outstanding shares of the Company. These shares were returned to the Company for cancelation subsequent to September 30, 2015 (ref: Note 8 Subsequent Events). On July 20, 2015, the Company entered into an Agreement of Assignment with Mr. David Forster, wherein the related party assigned all rights, interest, and title to technology owned by that party in exchange for 1,000,000 Series B Voting Preferred Stock. On July 20, 2015, after review and recommendation from the Board, the Company approved and authorized the acceptance of the Assignment and the issuance of the Series B Voting Preferred Shares. These shares were canceled and returned to the Company subsequent to September 30, 2015. (ref: Note 8 Subsequent Events). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 STOCKHOLDERS EQUITY On August 7, 2015 the Company filed a certificate of amendment with the State of Nevada to increase the Companys authorized common stock to one billion (1,000,000,000); par value $0.001. The Company is authorized to issue 1,000,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The Company has not authorized terms and rights of preferred shares as of September 30, 2015, save a class of Series B Voting Preferred shares as discussed below. On July 20, 2015, the Board of Directors approved and authorized the creation of 1,000,000 shares of Series B Voting Preferred Stock. Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. Common stock On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848 per share. On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal from the notes above into 170,000 shares at $0.03 per share. On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert $25,593 installment amount from the note above into 1,066,390 shares at $0.024 per share. On July 20, 2015, Mr. Forster purchased twenty two million (22,000,000) shares of the Company, resulting in the beneficial ownership of the majority of the issued and outstanding shares of the Company. On July 22, 2015, the company received a conversion notice from Adar Bays LLC to convert $5,000 in principal from the note above into 160,968 shares at $0.031062 per share. On July 23, 2015 the Company paid $25,000 to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares. On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal from the note above into 500,000 shares at $0.0105 per share. On August 17, 2015, the company received a conversion notice from LG Capital to convert $5,000 in principal and $267 of accrued interest from the note above into 1,213,686 shares at $0.00434 per share. On September 8, 2015, the company received conversion notices from Adar Bays LLC to convert $4,500 in principal into 2,460,361 shares at $0.001829 per share. On September 24, 2015, the company received a conversion notice from RCP to convert $2,875 in principal from the above note into 2,500,000 shares at $0.00115 per share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 SUBSEQUENT EVENTS Assignment and Assumption Agreements On October 1, 2015 the May 23, 2013 note (ref Note 4 convertible notes payable related party) was assigned by the Company to a third party in exchange for convertible notes in the amount $29,480, which of $25,000 was principal $4,800 was accrued interest. On October 23, 2015 the October 31, 2013 note and December 31, 2014 notes were assigned by the Company to a third party in exchange for convertible notes with principal and accrued interest totaling $34,359. Conversion of convertible debt into common stock During October and November 2015, the Companys lenders converted $135,748 of principal and accrued interest into 242,490,781 shares of common stock of the Company at various conversion rates per share. During November 2015 the Company is in various stages/processes initially to raise short term capital with up to six months repayment terms and may in some cases include highly dilutive convertible type debenture financing. Changes in management and compensation On October 31, 2015, David Forster tendered his resignation with the Company, as the sole officer and the sole member of our Board of Directors, in order to pursue full time opportunities elsewhere. His resignation is effective November 1, 2015. The Series B Voting Preferred Shares Mr. Forster was issued were returned to the Company and cancelled. Additionally, Mr. Forster returned twenty million shares of the Companys Common Stock, of which he was the beneficial owner, to the Company in exchange for a Convertible Promissory Note in the amount of One Hundred Twenty Thousand Dollars ($120,000). Effective November 1, 2015, Mr. Dennis Alexander shall serve as Chairman, Chief Executive Officer and Director, and Ms. Joanne Sylvanus as Chief Financial Officer, Secretary and Director. Mr. Alexander will be issued 500,000 shares of the Series B Voting Preferred Shares and concurrently the Company will issue 500,000 shares of Series B Voting Preferred Shares to Joanne Sylvanus, representing 100% of the issued and outstanding shares of the Companys Series B Voting Preferred Stock. The consideration for the 1,000,000 shares of Series B Voting Preferred Stock was the acceptance to officer and director positions in the Company and for services to be rendered as such. Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. In addition, Mr. Alexander will be issued 10,000,000 shares of the Companys Common Stock, and will receive a salary of Five Thousand Dollars ($5,000) per month and Ms. Slyvanus, Three Thousand Dollars ($3,000) per month. Mr. Alexander will also be issued a Convertible Promissory Note in the amount of One Hundred Thousand Dollars ($100,000). Effective November 1, 2015, Mr. Bobby Cohen will serve as Chief Capital Purchase Architect for a newly created Capital Purchase Division, and Mr. Timothy Honeycutt will serve as Manager of Business Development of the Capital Purchase Division. Mr. Cohen will receive 50% of the profit for each contract sale for the new Capital Purchase Division. Further, Mr. Honeycutt will receive Three Thousand Dollars ($3,000) per month as well as a Convertible Promissory Note in the amount of Seventy Five Thousand Dollars ($75,000). On November 1, 2015, 10,000,000 shares of the Companys Common Stock were issued to Mr. Timothy Honeycutt, in exchange for his acceptance as Manager of Business Development for the newly created Capital Purchase Division. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies: | |
Basis of presentation | Basis of presentation The unaudited financial statements of Reve Technologies, Inc. as of September 30, 2015, and for the nine months ended September 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
Accounting estimates | Accounting estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value. |
Fair Value Measurement | Fair Value Measurement Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 263,733 $ 263,733 Total Liabilities $ - $ - $ 263,733 $ 263,733 The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities (derivative liabilities) for the nine months ended September 30, 2015. September 30, December 31, 2015 2014 Balance at beginning of year $ 184,169 $ - Additions to derivative instruments 139,550 184,169 Reclassify to additional paid in capital due to conversion (194,296 ) - Change in fair value of derivative instruments 134,310 - Balance at end of period $ 263,733 $ 184,169 The following is a description of the valuation methodologies used for these items: Derivative liability these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Companys stock price, volatility, U.S. risk free rate, dividend rate and estimated life. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ 711,388 $ 236,565 Denominator: Weighted average number of common shares outstanding 41,068,995 36,997,970 Basic and diluted EPS $ 0.02 $ 0.00 The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible promissory notes 162,446,925 220,488 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Companys previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements. |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Fair Value Measurements | |
Schedule of Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis | In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 263,733 $ 263,733 Total Liabilities $ - $ - $ 263,733 $ 263,733 |
Schedule of Summary of changes in the fair value of the Company's Level 3 financial liabilities (derivative liabilities) | The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities (derivative liabilities) for the nine months ended September 30, 2015. September 30, December 31, 2015 2014 Balance at beginning of year $ 184,169 $ - Additions to derivative instruments 139,550 184,169 Reclassify to additional paid in capital due to conversion (194,296 ) - Change in fair value of derivative instruments 134,310 - Balance at end of period $ 263,733 $ 184,169 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Earnings Per Share: | |
Schedule of Computation of basic and diluted net loss per share | Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ 711,388 $ 236,565 Denominator: Weighted average number of common shares outstanding 41,068,995 36,997,970 Basic and diluted EPS $ 0.02 $ 0.00 |
Schedule of Weighted average shares not included in the computation of diluted losses | The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible promissory notes 162,446,925 220,488 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Convertible Notes Payable: | |
Schedule of Outstanding Convertible Promissory Notes | As of September 30, 2015, the Company had outstanding the following convertible promissory notes (the " Note(s) Date of: Conversion Accrued Total Issuance Maturity Price Status Principle Interest Outstanding 03/31/13 08/31/13 $ 1.00 extended to 09/30/2015 $ 8,540 $ 1,827 $ 10,367 04/25/13 08/31/13 $ 1.00 Assigned on 09/18/2015 - - - 05/21/13 08/31/13 $ 1.00 extended to 09/30/2015 25,000 4,718 29,718 07/31/13 01/31/14 $ 1.00 extended to 09/30/2015 25,500 4,550 30,050 08/31/13 02/28/14 $ 1.00 extended to 09/30/2015 14,195 2,457 16,652 09/30/13 03/31/14 $ 1.00 extended to 09/30/2015 7,545 1,242 8,787 10/31/13 04/30/14 $ 1.00 extended to 09/30/2015 6,250 971 7,221 11/30/13 05/30/14 $ 1.00 extended to 09/30/2015 4,309 655 4,964 12/31/13 06/30/14 $ 1.00 extended to 09/30/2015 8,509 1,232 9,741 01/31/14 07/31/14 $ 1.00 extended to 09/30/2015 11,810 1,623 13,433 02/28/14 08/31/14 $ 1.00 extended to 09/30/2015 11,479 1,476 12,956 03/31/14 09/30/14 $ 1.00 extended to 09/30/2015 11,879 1,464 13,343 06/30/14 31/12/2014 $ 1.00 extended to 09/30/2015 51,978 5,481 57,459 09/30/14 31/03/2015 $ 1.00 extended to 09/30/2015 42,979 3,876 46,855 12/31/14 30/06/2015 $ 0.25 extended to 09/30/2015 28,109 2,110 30,219 Debt discount - unamortized portion - - - $ 258,083 $ 33,682 $ 2917,65 Number of shares issuable upon exercise of the above debt as of 09/30/15 382,423 Number of shares issuable upon exercise of the above debt as of 09/30/14 271,004 |
Schedule of Interest Expenses on Outstanding Promissory Notes | Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ - $ 14,861 $ 49,598 $ 49,569 Interest at contractual rate 5,642 4,703 16,872 10,974 Totals $ 5,642 $ 19,564 $ 66,470 $ 60,543 |
Schedule of Convertible Notes18
Schedule of Convertible Notes Payable and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Convertible Notes Payable and Derivative Liabilities | |
Schedule of JMJ Financial Summary of Derivative Liability | The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014: September 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 92,643 $ - Debt discount 25,000 25,000 Day one loss on fair value 42,489 32,746 Loss (gain) on change in fair value (54,493 ) 34,897 Reclassify to additional paid in capital due to conversion (25,030 - Balance at end of period $ 80,609 $ 92,643 |
Schedule of JMJ Financial Interest Expenses on Derivative Liabilities | Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 12,428 $ - $ 21,700 $ - Interest at contractual rate 3,333 - 6,666 - Totals $ 15,761 $ - $ 28,366 $ - |
Schedule of LG Capital Summary of Derivative Liability | The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014: September 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 91,526 $ - Debt discount - 50,000 Day one loss on fair value - 34,748 Loss (gain) on change in fair value (5,611 ) 6,778 Reclassify to additional paid in capital due to conversion (48,058 ) - Balance at end of period $ 37,857 $ 91,526 |
Schedule of LG Capital Interest Expenses on Derivative Liabilities | Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 13,163 $ - $ 43,972 $ - Interest at contractual rate 960 - 3,275 - Totals $ 14,123 $ - $ 47,247 $ - |
Schedule of Adar Bays, LLC Summary of Derivative Liability | The following table summarizes the derivative liability included in the balance sheet at September 30, 2015: September 30, Derivative liability rollforward 2015 Beginning balance $ - Debt discount 29,750 Day one loss on fair value 45,528 Loss (gain) on change in fair value (36,804 ) Reclassify to additional paid in capital due to conversion (16,890 ) Balance at end of period $ 21,584 |
Schedule of Adar Bays, LLC Interest Expenses on Derivative Liabilities | Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 8,997 $ - $ 26,761 $ - Interest at contractual rate 583 - 1,811 - Totals $ 9,580 $ - $ 28,572 $ - |
Schedule of Typenex Co-Investment, LLC Summary of Derivative Liability | The following table summarizes the derivative liability included in the balance sheet at September 30, 2015: Derivative liability rollforward September 30, 2015 Beginning balance $ - Debt discount 55,000 Loss (gain) on change in fair value - Typenex Note 91,404 Loss (gain) on change in fair value - Warrant 18,138 Reclassify to additional paid in capital due to conversion (97,559 ) Balance at end of period $ 66,983 |
Schedule of Typenex Co-Investment, LLC Interest Expenses on Derivative Liabilities | Interest expenses: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 17,699 $ - $ 39,410 $ - Interest at contractual rate 1,064 - 3,838 - Totals $ 18,763 $ - $ 43,248 $ - |
Schedule of Rockwell Capital Parnters LLC Summary of Derivative Liability | The following table summarizes the derivative liability included in the balance sheet at September 30, 2015: September 30, Derivative liability rollforward 2015 Beginning balance $ - Debt discount 29,800 Day one loss on fair value 47,939 Loss (gain) on change in fair value (14,281 ) Reclassify to additional paid in capital due to conversion (6,759 ) Balance at end of period $ 36,699 |
Schedule of Rockwell Capital Parnters LLC Interest Expenses on Derivative Liabilities | Interest expenses: For the three month ended September 30, For the nine month ended September 30, 2015 2014 2015 2014 Amortization of debt discount $ 29,800 $ - $ 29,800 $ - Interest at contractual rate 75 - 75 - Totals $ 29,875 $ - $ 29,875 $ - |
Going Concern (Details)
Going Concern (Details) | Sep. 30, 2015USD ($) |
Going Concern Details | |
Net losses | $ 1,514,789 |
Significant Accounting Policies
Significant Accounting Policies - Fair Value Measurement (Details) | Sep. 30, 2015USD ($) |
Level 1 | |
Derivative liabilities | $ 0 |
Total Liabilities | 0 |
Level 2 | |
Derivative liabilities | 0 |
Total Liabilities | 0 |
Level 3 | |
Derivative liabilities | 263,733 |
Total Liabilities | 263,733 |
Total: | |
Derivative liabilities | 263,733 |
Total Liabilities | $ 263,733 |
Summary of changes in the fair
Summary of changes in the fair value of derivative liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Summary of changes in the fair value of derivative liabilities details | ||
Balance at beginning of year | $ 184,169 | $ 0 |
Additions to derivative instruments | 139,550 | 184,169 |
Reclassify to additional paid in capital due to conversion | (194,296) | 0 |
Change in fair value of derivative instruments | 134,310 | 0 |
Balance at end of period | $ 263,733 | $ 184,169 |
Basic and Diluted EPS Computati
Basic and Diluted EPS Computation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||
Loss available to common stockholders' | $ 711,388 | $ 236,565 |
Denominator: | ||
Weighted average number of common shares outstanding | 41,068,995 | 36,997,970 |
Basic and diluted EPS | $ 0.02 | $ 0 |
Weighted average shares were not included in the computation of diluted losses per share - Convertible promissory notes | 162,446,925 | 220,488 |
Line of Credit (Narrative) (Det
Line of Credit (Narrative) (Details) - USD ($) | Sep. 30, 2015 | Jul. 30, 2012 | Jun. 15, 2012 |
Line of Credit Narrative Details | |||
Revolving credit line | $ 50,000 | $ 50,000 | |
Unsecured line of credit interest per annum | 6.00% | 6.00% | |
Agreed to settle a total amount of principal | $ 7,428 | $ 3,681 | |
Accrued interest | 831 | 429 | |
Charge to interest expense | $ 3,370 | $ 6,772 | |
Line of Credit On June 15, 2012: | |||
Line of credit balance due | $ 4,089 | ||
Principle | 3,634 | ||
Accrued interest | 455 | ||
Line of Credit On July 30, 2012: | |||
Balance due under line of credit totaled | 7,071 | ||
Principle | 6,322 | ||
Accrued interest | $ 749 |
Line of Credit During the perio
Line of Credit During the period (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Line of Credit During the period Details | ||
Interest expense On June 15, 2012 | $ 163 | $ 163 |
Interest expense On July 30, 2012 | $ 284 | $ 258 |
Convertible Notes Payable Inter
Convertible Notes Payable Interest expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Convertiable Notes Payable Interest Expenses Details | ||||
Amortization of debt discount | $ 0 | $ 14,861 | $ 49,598 | $ 49,569 |
Interest at contractual rate | 5,642 | 4,703 | 16,872 | 10,974 |
Totals | $ 5,642 | $ 19,564 | $ 66,470 | $ 60,543 |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 18, 2015USD ($)$ / shares | |
Convertible Notes Payable Narrative Details | |||
Current balance due on the loan, amount | $ 25,000 | ||
Interest accrued in the amount, from Amalfi | $ 4,800 | ||
Per annum interest rate | 8.00% | ||
Fixed conversion price minimum | $ / shares | $ 0.25 | ||
Fixed conversion price maximum | $ / shares | $ 1 | ||
Issued notes to Amalfi, value | $ 158,235 | ||
Amalfi's entry - the September Note, value | $ 42,979 | ||
Issued stock purchase warrant to Amalfi, to purchase common shares | shares | 200,000 | ||
Issued stock purchase warrant to Amalfi, to purchase common shares, exercise price | $ / shares | $ 0.01 | ||
Period in years | 5 | ||
Allocated to the Series A Warrant | $ 34,717 | ||
Allocated to the September Note | 8,262 | ||
Calculated intrinsic value | 39,874 | ||
Beneficial conversion feature limited | 8,262 | ||
Resulting discount on September Note is being accreted | $ 42,979 |
Estimated Fair Value of Series
Estimated Fair Value of Series A Warrant calculated using following assumptions (Details) | Sep. 30, 2015$ / shares |
Estimated Fair Value of Series A Warrant calculated using following assumptions Details | |
Market price of common stock per share | $ 1.12 |
Estimated volatility | 59.50% |
Risk free interest rate | 1.78% |
Expected dividend | 0.00% |
Expected life in years | 5 |
JMJ Financial (Details)
JMJ Financial (Details) | Sep. 30, 2015USD ($)$ / sharesshares | Aug. 05, 2015USD ($)$ / sharesshares | Jul. 08, 2015USD ($)$ / sharesshares | Jun. 16, 2015USD ($) | Apr. 28, 2015USD ($) | Dec. 03, 2014USD ($)$ / shares |
JMJ Financial Details | ||||||
Received amount | $ 25,000 | |||||
Convertible promissory note, value | 250,000 | |||||
JMJ will advance various amounts in gross proceeds upto | 225,000 | |||||
Original issue discount (OID) | $ 25,000 | |||||
Matures in years | 2 | |||||
OID in percent | 10.00% | |||||
One-time interest charge shall be applied, in percent | 12.00% | |||||
Conversion price equal to lesser | $ / shares | $ 0.51 | |||||
Received a second under the JMJ Note | $ 25,000 | |||||
Discount recorded | $ 2,778 | |||||
Conversion notice to convert principal | $ 5,250 | $ 5,100 | $ 7,750 | |||
Conversion notice to convert principal into shares | shares | 500,000 | 170,000 | ||||
Conversion notice to convert principal into shares, per share | $ / shares | $ 0.0105 | $ 0.03 | ||||
Initial fair value of the derivative liability | $ 57,746 | |||||
Fair value per share | $ / shares | $ 0.2495 | |||||
Shares that would be issued if the JMJ Note was exercised | shares | 231,483 | |||||
Amount recorded as a debt discount | $ 25,000 | |||||
Amount recorded as other expense | 35,186 | |||||
Amount recorded as derivative liability | $ 57,746 |
Estimated fair value of JMJ der
Estimated fair value of JMJ derivative liability using Black Scholes Model (Details) | Sep. 30, 2015$ / shares |
Estimated fair value of JMJ derivative liability using Black Scholes Model Details | |
Quoted market price | $ 0.35 |
Conversion price | $ 0.12 |
Expected volatility | 79.00% |
Expected term in years | 2 |
Risk-free interest rate | 0.57% |
Summary of Derivative Liability
Summary of Derivative Liability of JMJ Note (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative liability rollforward | ||
Beginning balance | $ 92,643 | $ 0 |
Debt discount | 25,000 | 25,000 |
Day one loss on fair value | 42,489 | 32,746 |
Loss (gain) on change in fair value | (54,493) | 34,897 |
Reclassify to additional paid in capital due to conversion | (25,030) | 0 |
Balance at end of period | $ 80,609 | $ 92,643 |
JMJ Note Interest Expenses (Det
JMJ Note Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
JMJ Note Interest Expenses Details | ||||
Amortization of debt discount | $ 12,428 | $ 0 | $ 21,700 | $ 0 |
Interest at contractual rate | 3,333 | 0 | 6,666 | 0 |
Totals | $ 15,761 | $ 0 | $ 28,366 | $ 0 |
LG Capital (Details)
LG Capital (Details) - USD ($) | Sep. 30, 2015 | Aug. 17, 2015 | Jun. 16, 2015 | Dec. 15, 2014 |
LG Capital Details | ||||
Convertible promissory note, value | $ 57,750 | |||
LG Note provides gross proceeds in aggregate | 50,000 | |||
OID | 5,250 | |||
Legal fees | $ 2,500 | |||
Accrues interest | 8.00% | |||
LG Note prepaid within 30 days, percent of face amount plus accrued interest | 115.00% | |||
LG Note prepaid within 31-60 days, percent of face amount plus accrued interest | 121.00% | |||
LG Note prepaid within 60-90 days, percent of face amount plus accrued interest | 127.00% | |||
LG Note prepaid within 91-120 days, percent of face amount plus accrued interest | 133.00% | |||
LG Note prepaid within 121-150 days, percent of face amount plus accrued interest | 139.00% | |||
LG Note prepaid within 151-180 days, percent of face amount plus accrued interest | 145.00% | |||
Recorded discount to the LG Note related to the OID | $ 5,250 | |||
Conversion notice to convert principal | $ 5,000 | $ 7,750 | ||
Conversion notice to convert accrued interest | $ 267 | $ 309 | ||
Conversion notice to convert principal and accrued interest into shares | 1,213,686 | 427,586 | ||
Conversion notice to convert principal and accrued interest into shares, per share | $ 0.00434 | $ 0.018848 |
Summary of Derivative Liabili33
Summary of Derivative Liability of LG Note (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative liability rollforward | ||
Beginning balance | $ 91,526 | $ 0 |
Debt discount | 0 | 50,000 |
Day one loss on fair value | 0 | 34,748 |
Loss (gain) on change in fair value | (5,611) | 6,778 |
Reclassify to additional paid in capital due to conversion | (48,058) | 0 |
Balance at end of period | $ 37,857 | $ 91,526 |
LG Note Interest Expenses (Deta
LG Note Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
LG Note Interest Expenses Details | ||||
Amortization of debt discount | $ 13,163 | $ 0 | $ 43,972 | $ 0 |
Interest at contractual rate | 960 | 0 | 3,275 | 0 |
Totals | $ 14,123 | $ 0 | $ 47,247 | $ 0 |
Adar Bays, LLC (Details)
Adar Bays, LLC (Details) - USD ($) | Sep. 30, 2015 | Sep. 08, 2015 | Jul. 22, 2015 | Jan. 21, 2015 | Dec. 15, 2014 |
Adar Bays, LLC Details | |||||
Convertible promissory note, principal amount | $ 35,000 | ||||
Net proceeds received | $ 29,750 | ||||
OID in percent | 10.00% | ||||
Legal fees | $ 1,750 | ||||
Accrues interest | 8.00% | ||||
Adar Note prepaid within 30 days, percent of face amount plus accrued interest | 115.00% | ||||
Adar Note prepaid within 31-60 days, percent of face amount plus accrued interest | 121.00% | ||||
Adar Note prepaid within 60-90 days, percent of face amount plus accrued interest | 127.00% | ||||
Adar Note prepaid within 91-120 days, percent of face amount plus accrued interest | 133.00% | ||||
Adar Note prepaid within 121-150 days, percent of face amount plus accrued interest | 139.00% | ||||
Adar Note prepaid within 151-180 days, percent of face amount plus accrued interest | 145.00% | ||||
Conversion notice to convert principal | $ 4,500 | $ 5,000 | |||
Conversion notice to convert principal into shares | 2,460,361 | 160,968 | |||
Conversion notice to convert principal into shares, per share | $ 0.001829 | $ 0.031062 | |||
Initial fair value of the derivative liability | $ 75,278 | ||||
Fair value per share | $ 0.2811 | ||||
Shares that would be issued if the Adar Note was exercised | 267,797 | ||||
Amount recorded as a debt discount | $ 29,750 | ||||
Amount recorded as other expense | 45,528 | ||||
Amount recorded as derivative liability | $ 75,278 |
Estimated fair value of Adar de
Estimated fair value of Adar derivative liability using Black Scholes Model (Details) | Sep. 30, 2015$ / shares |
Estimated fair value of Adar derivative liability using Black Scholes Model Details | |
Quoted market price | $ 0.40 |
Conversion price | $ 0.1307 |
Expected volatility | 100.00% |
Expected term in years | 1 |
Risk-free interest rate | 0.12% |
Summary of Derivative Liabili37
Summary of Derivative Liability of Adar Note (Details) | Sep. 30, 2015USD ($) |
Derivative liability rollforward | |
Beginning balance | $ 0 |
Debt discount | 29,750 |
Day one loss on fair value | 45,528 |
Loss (gain) on change in fair value | (36,804) |
Reclassify to additional paid in capital due to conversion | (16,890) |
Balance at end of period | $ 21,584 |
Adar Note Interest Expenses (De
Adar Note Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Adar Note Interest Expenses Details | ||||
Amortization of debt discount | $ 8,997 | $ 0 | $ 26,761 | $ 0 |
Interest at contractual rate | 583 | 0 | 1,811 | 0 |
Totals | $ 9,580 | $ 0 | $ 28,572 | $ 0 |
Typenex Co-Investment, LLC (Det
Typenex Co-Investment, LLC (Details) - USD ($) | Sep. 30, 2015 | Jul. 16, 2015 | Jan. 16, 2015 |
Typenex Co-Investment, LLC Details | |||
Sale of convertible note, percent | 10.00% | ||
Sale of convertible note, principal amount | $ 225,000 | ||
Typenex legal expenses | 5,000 | ||
Original issue discount | 20,000 | ||
Sale of convertible note for amount | 200,000 | ||
Sale of convertible note for amount, in cash | 60,000 | ||
Sale of convertible note for amount, in 3 secured promissory notes | $ 165,000 | ||
Interest rate per annum | 8.00% | ||
Required to pay, percent multiplied by sum of principal, interest and other amounts | 125.00% | ||
Warrants granted to purchase shares, par value | 0.001 | ||
First warrant to purchase shares worth | $ 30,000 | ||
Remaining warrants to purchase shares worth | $ 27,500 | ||
Warrants exercisable per share | $ 0.60 | ||
Initial fair value of the derivative liability of Typenex Warrant | $ 50,749 | ||
Conversion notice to convert installment | $ 25,593 | ||
Conversion notice to convert installment into shares | 1,066,390 | ||
Conversion notice to convert installment into shares, per share | $ 0.024 | ||
Initial fair value of the derivative liability of Typenex Note | $ 58,472 | ||
Fair value per share | $ 0.2297 | ||
Shares that would be issued if the Typenex Note was exercised | 254,597 | ||
Amount recorded as a debt discount | $ 55,000 |
Estimated fair value of Typenex
Estimated fair value of Typenex derivative liability using Black Scholes Model (Details) | Sep. 30, 2015$ / shares |
Estimated fair value of Typenex derivative liability using Black Scholes Model Details | |
Quoted market price | $ 0.40 |
Conversion price | $ 0.2357 |
Expected volatility | 100.00% |
Expected term in years | 1.25 |
Risk-free interest rate | 0.11% |
Summary of Derivative Liabili41
Summary of Derivative Liability of Typenex Note (Details) | Sep. 30, 2015USD ($) |
Derivative liability rollforward | |
Beginning balance | $ 0 |
Debt discount | 55,000 |
Day one loss on fair value | 91,404 |
Loss (gain) on change in fair value | 18,138 |
Reclassify to additional paid in capital due to conversion | (97,559) |
Balance at end of period | $ 66,983 |
Typenex Note Interest Expenses
Typenex Note Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Typenex Note Interest Expenses Details | ||||
Amortization of debt discount | $ 17,699 | $ 0 | $ 39,410 | $ 0 |
Interest at contractual rate | 1,064 | 0 | 3,838 | 0 |
Totals | 18,763 | $ 0 | 43,248 | $ 0 |
Other assets - interest receivable | $ 3,168 | $ 8,691 |
Rockwell Capital Parnters LLC (
Rockwell Capital Parnters LLC (Details) - USD ($) | Sep. 30, 2015 | Sep. 24, 2015 | Sep. 18, 2014 |
Rockwell Capital Parnters LLC Details | |||
Issued convertible promissory note, percent | 8.00% | ||
Issued convertible promissory note, principal amount | $ 29,800 | ||
Conversion notice to convert principal | $ 2,875 | ||
Conversion notice to convert principal into shares | 2,500,000 | ||
Conversion notice to convert principal into shares, per share | $ 0.00115 | ||
Initial fair value of the derivative liability | $ 77,739 | ||
Quoted market price | $ 0.003 | ||
Shares that would be issued if the RCP Notes were exercised | 25,913,043 | ||
Conversion price | $ 0.0012 | ||
Amount recorded as a debt discount | $ 29,800 | ||
Amount recorded as other expense | 47,939 | ||
Amount recorded as derivative liability | $ 77,739 |
Summary of Derivative Liabili44
Summary of Derivative Liability of RCP Note (Details) | Sep. 30, 2015USD ($) |
Derivative liability rollforward | |
Beginning balance | $ 0 |
Debt discount | 29,800 |
Day one loss on fair value | 47,939 |
Loss (gain) on change in fair value | (14,281) |
Reclassify to additional paid in capital due to conversion | (6,759) |
Balance at end of period | $ 36,699 |
RCP Note Interest Expenses (Det
RCP Note Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
RCP Note Interest Expenses Details | ||||
Amortization of debt discount | $ 29,800 | $ 0 | $ 29,800 | $ 0 |
Interest at contractual rate | 75 | 0 | 75 | 0 |
Totals | $ 29,875 | $ 0 | $ 29,875 | $ 0 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Sep. 30, 2015 | Jul. 20, 2015 | Jul. 17, 2015 | May. 06, 2015 | Sep. 30, 2014 |
Related Party Transactions Mr. Stehrenberger | |||||
Monthly salary | $ 7,000 | ||||
Sold controlling interest in Reve Technologies, Inc for the total price | $ 50,000 | ||||
Cancellation shares of the Company's common stock owned by his family partnership | 20,115,000 | ||||
Paid in respect of the cancellation | 10,057,500 | ||||
Executive compensation | $ 70,700 | $ 43,500 | |||
Related Party Transactions Mr. David Forster | |||||
Purchased shares of the Company | 22,000,000 | ||||
Assigned all rights, interest, and title to technology owned by that party in exchange for Series B Voting Preferred Stock | 1,000,000 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | Sep. 24, 2015 | Sep. 08, 2015 | Aug. 17, 2015 | Aug. 07, 2015 | Aug. 05, 2015 | Jul. 23, 2015 | Jul. 22, 2015 | Jul. 20, 2015 | Jul. 16, 2015 | Jul. 08, 2015 | Jun. 16, 2015 |
Equity Transactions Details | |||||||||||
Authorized common stock | 1,000,000,000 | ||||||||||
Common stock par value | $ 0.001 | $ 1,000,000 | |||||||||
Authorized Shares of Series B Voting Preferred Stock | 1,000,000 | ||||||||||
Common stock: | |||||||||||
Conversion notice to convert principal | $ 7,750 | ||||||||||
Conversion notice to convert accrued interest | $ 309 | ||||||||||
Conversion notice to convert into shares of common stock | 2,500,000 | 2,460,361 | 1,213,686 | 500,000 | 160,968 | 1,066,390 | 170,000 | 427,586 | |||
Convert into shares of common stock per share | $ 0.00115 | $ 0.001829 | $ 0.00434 | $ 0.0105 | $ 0.031062 | $ 0.024 | $ 0.03 | $ 0.018848 | |||
Conversion notice from JMJ Financial to convert in principal | $ 5,250 | $ 5,100 | |||||||||
Conversion notice from Typenex Co-Investment, LLC to convert installment amount | $ 25,593 | ||||||||||
Mr. Forster purchased shares of the Company | 22,000,000 | ||||||||||
Conversion notice from Adar Bays LLC to convert principal | $ 4,500 | $ 5,000 | |||||||||
Paid to Mr. Stehrenberger in respect of the cancelation of shares | 10,057,500 | ||||||||||
Conversion notice from LG Capital to convert in principal | $ 5,000 | ||||||||||
Conversion notice from RCP to convert | $ 2,875 |
Subsequent Events Transactions
Subsequent Events Transactions (Details) - USD ($) | Nov. 01, 2015 | Oct. 31, 2015 | Oct. 23, 2015 | Oct. 01, 2015 |
Assignment and Assumption Agreements | ||||
Convertible notes payable - related party in exchange for convertible notes in the amount | $ 29,480 | |||
Convertible notes payable principal amount | 25,000 | |||
Convertible notes payable accrued interest | $ 4,800 | |||
Notes assigned to third party in exchange for convertible notes in the amount | $ 34,359 | |||
Conversion of convertible debt into common stock | ||||
Principal and accrued interest converted by lenders during October and November 2015 | $ 135,748 | |||
Principal and accrued interest converted by lenders during October and November 2015, shares | 242,490,781 | |||
Changes in management and compensation Details | ||||
Mr. Forster returned shares | 20,000,000 | |||
Mr. Forster returned shares for a convertible promissory note, amount | $ 120,000 | |||
Series B Voting Preferred Shares issued to Alexander | 500,000 | |||
Series B Voting Preferred Shares issued to Joanne Sylvanus | 500,000 | |||
Series B Voting Preferred Shares represents percent of issued and outstanding | 100.00% | |||
Additional common shares issued to Alexander | 10,000,000 | |||
Alexander receives salary per month | $ 5,000 | |||
Ms. Sylvanus receives salary per month | 3,000 | |||
Convertible promissory note issued to Alexander | $ 100,000 | |||
Mr. Cohen will receive percent of profit for each contract sale | 50.00% | |||
Mr. Honeycutt receives per month | $ 3,000 | |||
Mr. Honeycutt receives Convertible promissory note, amount | $ 75,000 | |||
Common shares issued to Mr. Timothy Honeycutt | 10,000,000 |