Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Details | ||
Registrant Name | NABUFIT GLOBAL, INC. | |
Registrant CIK | 726,293 | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2017 | |
Fiscal Year End | --12-31 | |
Trading Symbol | nbft | |
Tax Identification Number (TIN) | 841,089,377 | |
Number of common stock shares outstanding | 1,031,461 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Contained File Information, File Number | 0-11730 | |
Entity Incorporation, State Country Name | Delaware | |
Entity Address, Address Line One | 626 East 1820 North | |
Entity Address, City or Town | Orem | |
Entity Address, State or Province | Utah | |
Entity Address, Postal Zip Code | 84,097 | |
City Area Code | 801 | |
Local Phone Number | 592-3000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 166,293 | $ 1,402,626 |
Prepaid expenses and other current assets | 2,448,257 | 2,792,365 |
Deposits | 13,893 | 14,528 |
Total current assets | 2,628,443 | 4,209,519 |
Total Assets | 2,628,443 | 4,209,519 |
Current Liabilities | ||
Accounts payable | 283,134 | 264,089 |
Accrued liabilities | 1,811,432 | 2,304,938 |
Related party payables | 13,701 | 30,183 |
Convertible notes payable net of debt discount | 353,077 | 0 |
Derivative liabilities | 88,269 | 0 |
Total current liabilities | 2,549,613 | 2,599,210 |
Total Liabilities | 2,549,613 | 2,599,210 |
Commitments and Contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value, 400,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock $.0001 par value, 100,000,000 shares authorized; 1,025,891 and 854,338 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively. | 103 | 85 |
Additional paid-in capital | 6,728,270 | 6,055,755 |
Accumulated deficit | (6,675,120) | (4,411,001) |
Accumulated other comprehensive loss | 25,577 | (34,530) |
Total stockholders' equity | 78,830 | 1,610,309 |
Total Liabilities and Stockholders' Equity | $ 2,628,443 | $ 4,209,519 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 400,000 | 400,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 1,025,891 | 854,338 |
Common Stock, Shares, Outstanding | 1,025,891 | 854,338 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Details | ||||
Revenue | $ 1,083 | $ 0 | $ 1,739 | $ 0 |
Operating Expenses: | ||||
Selling, general and administrative | 753,521 | 810,889 | 1,637,504 | 1,338,735 |
Marketing | 272,883 | 0 | 534,773 | 0 |
Total Operating Expenses | 1,026,404 | 810,889 | 2,172,277 | 1,338,735 |
Loss from Operations | (1,025,321) | (810,889) | (2,170,538) | (1,338,735) |
Other Income (Expense): | ||||
Interest income | 0 | 6 | 0 | 141 |
Interest expense | (91,682) | (19) | (112,646) | (36) |
Gain (loss) on derivative | 19,065 | 0 | 19,065 | 0 |
Total Other Income (Expense) | (72,617) | (13) | (93,581) | 105 |
Net Loss | $ (1,097,938) | $ (810,902) | $ (2,264,119) | $ (1,338,630) |
Net loss per common share - basic and diluted | $ (1.17) | $ (1.25) | $ (2.53) | $ (2.06) |
Weighted average common shares outstanding - basic and diluted | 938,451 | 649,010 | 896,637 | 648,462 |
Comprehensive Loss: | ||||
Net Loss | $ (1,097,938) | $ (810,902) | $ (2,264,119) | $ (1,338,630) |
Other Comprehensive Income | ||||
Translation adjustments | 41,459 | (4,746) | 60,107 | 27,506 |
Total Comprehensive Loss | $ (1,056,479) | $ (815,648) | $ (2,204,012) | $ (1,311,124) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Details | ||
Net loss | $ (2,264,119) | $ (1,338,630) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 81,339 | 0 |
Amorization of debt discount | 107,701 | 0 |
Gain on derivative | (19,065) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 576,712 | 149,727 |
Deposit | 1,877 | (52,294) |
Accounts payable | 8,594 | 89,410 |
Accrued liabilities | (685,176) | 95,118 |
Other payables | (27,626) | 0 |
Net Cash Used in Operating Activities | (2,219,763) | (1,056,669) |
Cash Flows From Investing Activities | ||
Net Cash Provided by Investing Activities | 0 | 0 |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock for cash | 358,472 | 0 |
Proceeds from issuance of convertible notes payable | 585,430 | 0 |
Net Cash Provided by Financing Activities | 943,902 | 0 |
Effect of exchange rate changes on cash | 39,528 | 27,419 |
Net Change in Cash | (1,236,333) | (1,029,250) |
Cash at Beginning of Period | 1,402,626 | 1,133,247 |
Cash at End of Period | 166,293 | 103,997 |
Noncash Investing and Financing Information: | ||
Beneficial conversion features on convertible debt | 106,751 | 0 |
Derivative liabilities on convertible debt | 88,269 | 0 |
Conversion of notes payable to common stock | 145,034 | 0 |
Shares of common stock issued for subscriptions | 0 | 1,383,726 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash Paid for Interest | 0 | 36 |
Cash Paid for Taxes | $ 0 | $ 0 |
NOTE 1 - THE COMPANY AND BASIS
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION Financial Statement Presentation — Nature of Operations Customers obtain access to the Portal through the purchase of monthly or annual memberships and the downloading of the software or mobile device application. The Product provides custom designed training plans, diet plans and access to mentors and coaching. Through various technology inputs, the NABUFIT technology collects data and measures each exercise relatively to a set standard and past performances. Based on the data collection and registration in the Kinect® module the user will receive immediate feedback, e.g. as a percentage, a graphic or an emoticon depending on how well the exercise has been performed. This provides a unique quality assurance ensuring maximum effect of the training. The quick feedback will also reduce the risk of injuries and streamline time spent on training. Users can access training data, statistics and results online or through mobile device applications. Membership of the portal will be divided into two levels – a basic membership and a VIP membership. The difference between the levels of membership will be primarily based upon the access to features and to mentors. The portal also offers a social forum for its users, where users can interact with like-minded members and train with them virtually. Some people will experience increased motivation by being part of a group. The member can allow others to see all or part of his profile. The personal profiles of the members can be matched, so the portal will suggest network and training mates, and thereby helping to ensure the optimum composition. It will be possible to do real-time training with training mates by sharing the screen in a videoconference on the portal. Reverse Stock Split Effective June 27, 2017, the Company filed an Amended and Restated Certificate of Incorporation (“Restated Certificate”) with the Delaware Secretary of State whereby the Company effected a reverse stock split to reduce the number of shares of outstanding common stock at a rate of 1 share for every 30 shares of common stock then outstanding (“Reverse Split”). The approval of the Restated Certificate was approved by written consent of holders of a majority of the Company’s common stock. Each stockholder owning fewer than 30 shares of common stock immediately before the effective time of the Reverse Stock Split received from the Company $0.10 in cash, without interest, for each of such shares of common stock; and (b) each stockholder owning of record 30 or more shares of common stock immediately before the effective time of the Reverse Split held, after the Reverse Split, the number of shares of common stock equal to 1/30th of the number held prior to the Reverse Split. On June 28, 2017 the Company filed with the Securities and Exchange Commission (“SEC”), and the Company’s stockholders were furnished with a Definitive Information Statement filed on Schedule 14(c) to advise the stockholders of the corporate actions. All share and per-share amounts included in this report have been restated to reflect the 1 for 30 reverse stock split. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 2 - GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared with the recognition that there is considerable doubt about whether the Company can continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $2,264,119 for the six months ended June 30, 2017 and has an accumulated deficit of $6,675,120 at June 30, 2017. The Company also used cash in operating activities of $2,219,763 during the six months ended June 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In order for us to continue as a going concern, we will need to obtain additional debt or equity financing. We are regularly and continually seeking additional funding from investors and from time to time we are in various stages of negotiations. Nonetheless, to date we have not accomplished a financing of the size needed to put the Company on a stable operating basis. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to attain positive cash flow operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet our future obligations. All of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to cease operations. |
NOTE 3 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Information These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. Principles of Consolidation Use of Estimates Fair Value Foreign Currency Transactions and Translations Monetary assets and liabilities denominated in a currency that is different from the functional currency must first be remeasured from the applicable currency to the functional currency. The effect of this remeasurement process is recognized translation adjustments in our statement of comprehensive loss. The Company had foreign currency transaction gains or losses during the six months ended June 30, 2017. Cash and Cash Equivalents Revenue Recognition Software Development Costs Income Taxes All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. Derivatives – The Company estimates fair values of derivative financial instruments using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Basic and Diluted Loss Per Share New Accounting Pronouncements |
NOTE 4 - ACCRUED LIABILITIES
NOTE 4 - ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 4 - ACCRUED LIABILITIES | NOTE 4 – ACCRUED LIABILITIES As of June 30, 2017 and December 31, 2016, the Company had accrued liabilities of $1,811,432 and $2,304,938, respectively. The accrued liabilities as of June 30, 2017 and December 31, 2016 consist mainly of $1,730,112 and $2,115,890 due over the next 18 months on an ambassador contract with Neymar that was entered into during the prior year. |
NOTE 5 - CONVERTIBLE NOTES PAYA
NOTE 5 - CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE Balance as of June 30, 2017 March 23, 2017 convertible notes (4) payable for total cash proceeds of 1,000,000 DKK ($145,034 as of March 23, 2017). The notes bore interest and matured on May 1, 2017 and automatically converted into 48,345 shares of the Company’s common stock at $3.00 per share, which shares were issued on 13 June 2017. The fair value of the stock on March 23, 2017 was $4.80 so the Company recognized a beneficial conversion feature and debt discount of $87,020. The discount is amortized over the term of the notes. The balance of the debt discount was $0 as of June 30, 2017. $ - May 9, 2017 convertible note payable of $58,000 to a third party at 9% interest and February 9, 2018 maturity date; principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date. The Company recorded a derivative of $75,957 on May 9, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $58,000 and a loss on derivative of $17,957. The discount is amortized over the term of the note. The derivative was remeasured on June 30, 2017, which resulted in a gain on derivative of $25,287. The balance of the debt discount was $47,072 as of June 30, 2017. 58,744 May 10, 2017 convertible note payable of $50,000 to a third party at 0% interest and November 9, 2017 maturity date; principal and accrued interest is convertible at $3.00 per share; however, if the Company provides more favorable terms or conversion price to another party, the terms and price on this agreement are adjusted to match the more favorable terms and price. As a result of the variability in the conversion price, the Company recorded a derivative of $49,334 on May 10, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $50,000. The discount is amortized over the term of the note. The derivative was remeasured on June 30, 2017, which resulted in a gain on derivative of $11,735. The balance of the debt discount was $38,525 as of June 30, 2017. The full amount of the note is a loan commitment fee related to an equity purchase agreement; default interest of 24%; prepayment up to 180 days following issue date. $666 of the debt discount is for a beneficial conversion feature, which is the amount in excess of the derivative liability; 50,000 June 27, 2017 convertible note payable of 2,200,000 DKK ($331,325 at June 27, 2017) to a third party at 12% interest and an August 28, 2017 maturity date; upon conversion, principal and accrued interest is convertible at $2.75 per share into 174,924 shares. Cash proceeds were net of a loan origination fee of $33,133. 331,652 Total 440,396 Less debt discount (108,000) Add amortization of debt discount 20,681 Balance of convertible notes payable, net 353,077 Less current portion 353,077 Long-term convertible notes payable, net $ - |
NOTE 6 - DERIVATIVE LIABILITIES
NOTE 6 - DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 6 - DERIVATIVE LIABILITIES | On May 9, 2017, the Company recorded a derivative liability of $75,957 on convertible debt due to the variable nature of the conversion price. The valuation was based on the Black-Scholes model. The Company recorded a loss on derivative of $17,957 since the value of the derivative was greater than the proceeds from the convertible note. As of June 30, 2017, the derivative liability was remeasured at $50,670 . The details are as follows: May 9, 2017 June 30, 2017 Stock price at valuation date $ 5.10 $ 2.40 Conversion price $ 2.61 $ 1.56 Risk free rate 1.07% 1.14% Volatility 160.28% 148.43% Number of shares if converted 22,222 37,656 Value of derivative $ 75,957 $ 50,670 Gain (loss) on derivative $ (17,957) $ 25,287 On May 10, 2017, the Company recorded a derivative liability of $49,334 on convertible debt due to a round- down provision of the conversion price. The valuation was based on the Black-Scholes model. As of June 30, 2017, the derivative liability was valued at $37,599, which resulted in a gain on derivative of $11,735 for the three months ended June 30, 2017. The details are as follows: June 27, 2017 June 30, 2017 Stock price at valuation date $ 5.10 $ 2.40 Conversion price $ 3.00 $ 1.56 Risk free rate 1.02% 1.05% Volatility 160.26% 124.88% Number of shares if converted 16,667 32,051 Value of derivative $ 49,334 $ 37,599 Gain on derivative $ - $ 11,735 |
NOTE 7 - FAIR VALUE MEASUREMENT
NOTE 7 - FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 7 - FAIR VALUE MEASUREMENTS | NOTE 7 – FAIR VALUE MEASUREMENTS Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: · Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. · Level 3: Pricing inputs that are generally unobservable and are supported by little or no market data. Financial Assets Measured on a Recurring Basis Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table summarizes the valuation of our financial assets measured at fair value on a recurring basis as of June 30, 2017: Level 1 Level 2 Level 3 Total Liabilities: Derivative Liabilities $ - $ - $ 88,269 $ 88,269 In accordance with U.S. GAAP, we use market prices and pricing models for fair value measurements of our derivative financial instruments. |
NOTE 8 - SHAREHOLDERS' EQUITY
NOTE 8 - SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 8 - SHAREHOLDERS' EQUITY | NOTE 8 – SHAREHOLDERS’ EQUITY We have authorized capital stock consisting of 100,000,000 shares of $0.0001 par value common stock and 400,000 shares of $0.0001 par value preferred stock. As of June 30, 2017 and December 31, 2016, we had 1,025,891 (post-reverse stock split) and 854,338 (post-reverse stock split) shares of common stock issued and outstanding, and shares of preferred stock issued and outstanding. During March 2017, the Company recorded a credit to additional paid-in capital of $87,020 for the beneficial conversion feature described in Note 5. On April 3, 2017, the Company entered into a Common Stock Subscription Agreement with LF Investments ApS for the purchase of 71,667 post-reverse split shares at the price of $3.00 per share for $215,000. On May 1, 2017, the Company entered into a Common Stock Subscription Agreement with Hans Kjaer Holding A/S for the purchase of 47,824 post-reverse split shares at the price of $3.00 per share for $143,472. On May 9, 2017, the Company issued 48,345 post-reverse split shares at $3.00 per share to settle the convertible notes payable of $145,034. Total share-based compensation of $81,334 was recognized during the six months ended June 30, 2017. As of June 30, 2017, the Company had unrecognized share-based compensation. |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS As of June 30, 2017 and December 31, 2016, the Company had related party payables of $13,701 and $30,183 to its CEO and Board Chairman for expenses related to the operation of the business. These payables are due on demand with no interest. |
NOTE 3 - SUMMARY OF SIGNIFICA15
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Fair Value | Fair Value |
Foreign Currency Transactions and Translations | Foreign Currency Transactions and Translations Monetary assets and liabilities denominated in a currency that is different from the functional currency must first be remeasured from the applicable currency to the functional currency. The effect of this remeasurement process is recognized translation adjustments in our statement of comprehensive loss. The Company had foreign currency transaction gains or losses during the six months ended June 30, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Revenue Recognition | Revenue Recognition |
Software Development Costs | Software Development Costs |
Income Taxes | Income Taxes All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. |
Derivatives | Derivatives – The Company estimates fair values of derivative financial instruments using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share |
New Accounting Pronouncements | New Accounting Pronouncements |
NOTE 5 - CONVERTIBLE NOTES PA16
NOTE 5 - CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule Of Debt Conversions | Balance as of June 30, 2017 March 23, 2017 convertible notes (4) payable for total cash proceeds of 1,000,000 DKK ($145,034 as of March 23, 2017). The notes bore interest and matured on May 1, 2017 and automatically converted into 48,345 shares of the Company’s common stock at $3.00 per share, which shares were issued on 13 June 2017. The fair value of the stock on March 23, 2017 was $4.80 so the Company recognized a beneficial conversion feature and debt discount of $87,020. The discount is amortized over the term of the notes. The balance of the debt discount was $0 as of June 30, 2017. $ - May 9, 2017 convertible note payable of $58,000 to a third party at 9% interest and February 9, 2018 maturity date; principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date. The Company recorded a derivative of $75,957 on May 9, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $58,000 and a loss on derivative of $17,957. The discount is amortized over the term of the note. The derivative was remeasured on June 30, 2017, which resulted in a gain on derivative of $25,287. The balance of the debt discount was $47,072 as of June 30, 2017. 58,744 May 10, 2017 convertible note payable of $50,000 to a third party at 0% interest and November 9, 2017 maturity date; principal and accrued interest is convertible at $3.00 per share; however, if the Company provides more favorable terms or conversion price to another party, the terms and price on this agreement are adjusted to match the more favorable terms and price. As a result of the variability in the conversion price, the Company recorded a derivative of $49,334 on May 10, 2017 due to the variable nature of the conversion price, as well as, a debt discount of $50,000. The discount is amortized over the term of the note. The derivative was remeasured on June 30, 2017, which resulted in a gain on derivative of $11,735. The balance of the debt discount was $38,525 as of June 30, 2017. The full amount of the note is a loan commitment fee related to an equity purchase agreement; default interest of 24%; prepayment up to 180 days following issue date. $666 of the debt discount is for a beneficial conversion feature, which is the amount in excess of the derivative liability; 50,000 June 27, 2017 convertible note payable of 2,200,000 DKK ($331,325 at June 27, 2017) to a third party at 12% interest and an August 28, 2017 maturity date; upon conversion, principal and accrued interest is convertible at $2.75 per share into 174,924 shares. Cash proceeds were net of a loan origination fee of $33,133. 331,652 Total 440,396 Less debt discount (108,000) Add amortization of debt discount 20,681 Balance of convertible notes payable, net 353,077 Less current portion 353,077 Long-term convertible notes payable, net $ - |
NOTE 6 - DERIVATIVE LIABILITI17
NOTE 6 - DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule Of Derivative Liabilities At Fair Value | As of June 30, 2017, the derivative liability was remeasured at $50,670 . The details are as follows: May 9, 2017 June 30, 2017 Stock price at valuation date $ 5.10 $ 2.40 Conversion price $ 2.61 $ 1.56 Risk free rate 1.07% 1.14% Volatility 160.28% 148.43% Number of shares if converted 22,222 37,656 Value of derivative $ 75,957 $ 50,670 Gain (loss) on derivative $ (17,957) $ 25,287 On May 10, 2017, the Company recorded a derivative liability of $49,334 on convertible debt due to a round- down provision of the conversion price. The valuation was based on the Black-Scholes model. As of June 30, 2017, the derivative liability was valued at $37,599, which resulted in a gain on derivative of $11,735 for the three months ended June 30, 2017. The details are as follows: June 27, 2017 June 30, 2017 Stock price at valuation date $ 5.10 $ 2.40 Conversion price $ 3.00 $ 1.56 Risk free rate 1.02% 1.05% Volatility 160.26% 124.88% Number of shares if converted 16,667 32,051 Value of derivative $ 49,334 $ 37,599 Gain on derivative $ - $ 11,735 |
NOTE 7 - FAIR VALUE MEASUREME18
NOTE 7 - FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of faire value on a recurring basis | The following table summarizes the valuation of our financial assets measured at fair value on a recurring basis as of June 30, 2017: Level 1 Level 2 Level 3 Total Liabilities: Derivative Liabilities $ - $ - $ 88,269 $ 88,269 |
NOTE 1 - THE COMPANY AND BASI19
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Details | |
Stockholders' Equity Note, Stock Split | Effective June 27, 2017, the Company filed an Amended and Restated Certificate of Incorporation (“Restated Certificate”) with the Delaware Secretary of State whereby the Company effected a reverse stock split to reduce the number of shares of outstanding common stock at a rate of 1 share for every 30 shares of common stock then outstanding (“Reverse Split”) |
NOTE 2 - GOING CONCERN (Details
NOTE 2 - GOING CONCERN (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Details | |||||
Net Loss | $ (1,097,938) | $ (810,902) | $ (2,264,119) | $ (1,338,630) | |
Accumulated deficit | $ (6,675,120) | (6,675,120) | $ (4,411,001) | ||
Net Cash Used in Operating Activities | $ (2,219,763) | $ (1,056,669) |
NOTE 3 - SUMMARY OF SIGNIFICA21
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Transactions and Translations (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Details | |
Foreign currency transaction gains or losses | $ 0 |
NOTE 3 - SUMMARY OF SIGNIFICA22
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Loss Per Share (Details) | 6 Months Ended |
Jun. 30, 2017shares | |
Convertible Debt Securities | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 190,308 |
NOTE 4 - ACCRUED LIABILITIES (D
NOTE 4 - ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued liabilities | $ 1,811,432 | $ 2,304,938 |
Neymar Contract | ||
Accrued liabilities | $ 1,730,112 | $ 2,115,890 |
NOTE 5 - CONVERTIBLE NOTES PA24
NOTE 5 - CONVERTIBLE NOTES PAYABLE: Schedule Of Debt Conversions (Details) - USD ($) | Jun. 27, 2017 | May 09, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | May 10, 2017 | Mar. 23, 2017 | Dec. 31, 2016 |
Proceeds from issuance of convertible notes payable | $ 585,430 | $ 0 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 48,345 | ||||||||
Share Price | $ 3 | ||||||||
Beneficial conversion features on convertible debt | 106,751 | 0 | |||||||
Debt discount | $ (108,000) | (108,000) | |||||||
Notes Payable | 440,396 | 440,396 | |||||||
Derivative liabilities | 88,269 | 88,269 | $ 0 | ||||||
Gain (loss) on derivative | 19,065 | $ 0 | $ 19,065 | 0 | |||||
Debt Instrument, Description | The full amount of the note is a loan commitment fee related to an equity purchase agreement; default interest of 24%; prepayment up to 180 days following issue date. | ||||||||
Conversion of notes payable to common stock | $ 145,034 | $ 145,034 | $ 0 | ||||||
Notes Payable | 440,396 | 440,396 | |||||||
Amortization | 20,681 | ||||||||
Balance of convertible notes payable, net | 353,077 | 353,077 | |||||||
Less current portion | 353,077 | 353,077 | $ 0 | ||||||
Long-term convertible notes payable, net | $ 0 | 0 | |||||||
03-23-2017 Note | |||||||||
Proceeds from issuance of convertible notes payable | $ 145,034 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | |||||||
Debt Instrument, Maturity Date | May 1, 2017 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 48,345 | ||||||||
Conversion price | $ 3 | ||||||||
Share Price | $ 4.80 | ||||||||
Beneficial conversion features on convertible debt | $ 87,020 | ||||||||
Debt discount | $ 0 | 0 | |||||||
Notes Payable | 0 | 0 | |||||||
Notes Payable | $ 0 | 0 | |||||||
03-23-2017 Note | Denmark, Kroner | |||||||||
Proceeds from issuance of convertible notes payable | $ 1,000,000 | ||||||||
05-09-2017 Note | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||||||
Debt Instrument, Maturity Date | Feb. 9, 2018 | ||||||||
Conversion price | $ 2.61 | $ 1.56 | $ 1.56 | ||||||
Share Price | $ 5.10 | $ 2.40 | $ 2.40 | ||||||
Debt discount | $ 58,000 | $ 47,072 | $ 47,072 | ||||||
Notes Payable | 58,744 | 58,744 | |||||||
Debt Instrument, Face Amount | 58,000 | $ 58,000 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | principal and accrued interest is convertible at 65% of market value on the date of conversion; market value is calculated as the average of the 5 lowest close prices of the common stock during the previous 10 trading days; convertible into 22,222 shares at a conversion price of $2.61 as of the May 9, 2017 measurement date; convertible 180 days after the issue date until the maturity date | ||||||||
Derivative liabilities | 75,957 | $ 75,957 | |||||||
Derivative, Loss on Derivative | 17,957 | ||||||||
Gain (loss) on derivative | 25,287 | ||||||||
Notes Payable | $ 58,744 | $ 58,744 | |||||||
05-10-2017 Note | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | |||||||
Debt Instrument, Maturity Date | Nov. 9, 2017 | ||||||||
Conversion price | $ 3 | $ 1.56 | $ 1.56 | ||||||
Share Price | $ 5.10 | $ 2.40 | $ 2.40 | ||||||
Beneficial conversion features on convertible debt | $ 666 | ||||||||
Debt discount | $ 38,525 | 38,525 | $ 50,000 | ||||||
Notes Payable | 50,000 | 50,000 | |||||||
Debt Instrument, Face Amount | 50,000 | $ 50,000 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | principal and accrued interest is convertible at $3.00 per share; however, if the Company provides more favorable terms or conversion price to another party, the terms and price on this agreement are adjusted to match the more favorable terms and price. | ||||||||
Derivative liabilities | 49,334 | $ 49,334 | |||||||
Gain (loss) on derivative | $ 0 | 11,735 | 11,735 | ||||||
Notes Payable | $ 50,000 | $ 50,000 | |||||||
06-27-2017 Note | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||
Debt Instrument, Maturity Date | Aug. 28, 2017 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 174,924 | ||||||||
Conversion price | $ 2.75 | ||||||||
Notes Payable | $ 331,652 | $ 331,652 | |||||||
Conversion of notes payable to common stock | 331,325 | ||||||||
Loan origination fee | 33,133 | 33,133 | |||||||
Notes Payable | 331,652 | 331,652 | |||||||
06-27-2017 Note | Denmark, Kroner | |||||||||
Debt Instrument, Face Amount | $ 2,200,000 | $ 2,200,000 |
NOTE 6 - DERIVATIVE LIABILITI25
NOTE 6 - DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | May 09, 2017 | Dec. 31, 2016 | |
Value of derivative | $ 88,269 | $ 88,269 | ||||
Gain (loss) on derivative | 19,065 | $ 0 | 19,065 | $ 0 | ||
Derivative liabilities | 88,269 | 88,269 | $ 0 | |||
05-09-2017 Note | ||||||
Value of derivative | 50,670 | 50,670 | $ 75,957 | |||
Gain (loss) on derivative | 25,287 | |||||
Derivative liabilities | 75,957 | $ 75,957 | ||||
Fair Value, Option, Methodology and Assumptions | Black-Scholes model | |||||
Derivative, Loss on Derivative | $ 17,957 | |||||
At issuance | ||||||
Value of derivative | $ 107,334 | $ 107,334 |
NOTE 6 - DERIVATIVE LIABILITI26
NOTE 6 - DERIVATIVE LIABILITIES: Schedule Of Derivative Liabilities At Fair Value (Details) - USD ($) | Jun. 27, 2017 | May 09, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Value of derivative | $ 88,269 | $ 88,269 | |||||
Stock price at valuation date | $ 3 | ||||||
Derivative liabilities | 88,269 | 88,269 | $ 0 | ||||
Gain (loss) on derivative | 19,065 | $ 0 | 19,065 | $ 0 | |||
05-09-2017 Note | |||||||
Value of derivative | $ 75,957 | $ 50,670 | $ 50,670 | ||||
Stock price at valuation date | $ 5.10 | $ 2.40 | $ 2.40 | ||||
Conversion price | $ 2.61 | $ 1.56 | $ 1.56 | ||||
Risk free rate | 1.07% | 1.14% | |||||
Volatility | 160.28% | 148.43% | |||||
Number of shares if converted | 22,222 | 37,656 | 37,656 | ||||
Gain (loss) on derivative | $ (17,957) | $ 25,287 | |||||
Derivative liabilities | $ 75,957 | $ 75,957 | |||||
Fair Value, Option, Methodology and Assumptions | Black-Scholes model | ||||||
Gain (loss) on derivative | $ 25,287 | ||||||
05-10-2017 Note | |||||||
Value of derivative | $ 49,334 | $ 37,599 | $ 37,599 | ||||
Stock price at valuation date | $ 5.10 | $ 2.40 | $ 2.40 | ||||
Conversion price | $ 3 | $ 1.56 | $ 1.56 | ||||
Risk free rate | 1.02% | 1.05% | |||||
Volatility | 160.26% | 124.88% | |||||
Number of shares if converted | 16,667 | 32,051 | 32,051 | ||||
Derivative liabilities | $ 49,334 | $ 49,334 | |||||
Fair Value, Option, Methodology and Assumptions | Black-Scholes model | ||||||
Gain (loss) on derivative | $ 0 | $ 11,735 | $ 11,735 |
NOTE 7 - FAIR VALUE MEASUREME27
NOTE 7 - FAIR VALUE MEASUREMENTS: Schedule of faire value on a recurring basis (Details) | Jun. 30, 2017USD ($) |
Assets, Fair Value Disclosure, Recurring | $ 88,269 |
Fair Value, Inputs, Level 1 | |
Assets, Fair Value Disclosure, Recurring | 0 |
Fair Value, Inputs, Level 2 | |
Assets, Fair Value Disclosure, Recurring | 0 |
Fair Value, Inputs, Level 3 | |
Assets, Fair Value Disclosure, Recurring | $ 88,269 |
NOTE 8 - SHAREHOLDERS' EQUITY (
NOTE 8 - SHAREHOLDERS' EQUITY (Details) - USD ($) | May 09, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | May 01, 2017 | Apr. 03, 2017 | Dec. 31, 2016 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Preferred Stock, Shares Authorized | 400,000 | 400,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 1,025,891 | 854,338 | |||||
Common Stock, Shares, Outstanding | 1,025,891 | 854,338 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Additional paid-in capital for the beneficial conversion feature | $ 87,020 | ||||||
Sale of Stock, Price Per Share | $ 3 | $ 3 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 48,345 | ||||||
Share Price | $ 3 | ||||||
Conversion of notes payable to common stock | $ 145,034 | $ 145,034 | $ 0 | ||||
Allocated Share-based Compensation Expense | 81,334 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | ||||||
LF Investments ApS | |||||||
Stoock shares subscribed | 71,667 | ||||||
Stock amount subscribed | $ 215,000 | ||||||
Hans Kjaer Holding A/S | |||||||
Stoock shares subscribed | 47,824 | ||||||
Stock amount subscribed | $ 143,472 |
NOTE 9 - RELATED PARTY TRANSA29
NOTE 9 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Related party payables | $ 13,701 | $ 30,183 |
Chief Executive Officer | ||
Related party payables | $ 13,701 | $ 30,183 |