Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | May. 13, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | FASTFUNDS FINANCIAL CORP | ||
Entity Central Index Key | 779,956 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 49,700 | ||
Entity Common Stock, Shares Outstanding | 4,764,481,179 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 9,221 | $ 3,367 |
Accounts receivable | $ 105,712 | 169,702 |
Notes receivable | 62,050 | |
Prepaid expenses | 38,212 | |
Deferred financing costs | $ 11,322 | 8,931 |
Other current assets | 200 | 76 |
Total current assets | 126,455 | 282,338 |
Fixed assets, net | 2,095 | 2,313 |
Investment in unconsolidated investee | 166,910 | 15,000 |
Other assets | 28,123 | 1,850 |
Goodwill | 85,362 | 85,362 |
Long term investments (Note 5) | 89,575 | 89,575 |
Total other assets | 372,065 | 194,100 |
Total assets | $ 498,520 | 476,438 |
Current liabilities: | ||
Bank Overdraft | 1,860 | |
Accounts payable | $ 724,909 | 881,086 |
License fee payable | 250,000 | 250,000 |
Due to related party | 75,000 | 75,000 |
Accrued expenses, including related parties $43,522 (2015) and $41,898 (2014) (Note 7) | 4,303,883 | 3,734,029 |
Notes Payable | 60,000 | $ 60,000 |
Subsidiary notes payable | 66,028 | |
Convertible promissory notes (Note 8), including related parties of $23,267 (2015) and $74,597 (2014) | 2,204,561 | $ 2,198,391 |
Litigation contingency (Note 9) | 2,484,922 | 2,484,922 |
Convertible debenture payable, net | 1,050,135 | 662,643 |
Derivative liabilities (Note 8) | 1,359,843 | 1,057,602 |
Total current liabilities | $ 12,579,281 | $ 11,405,533 |
Commitments and contingencies (Note 8) | ||
Stockholders' deficiency (Note 11): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; Class A preferred stock, $0.001 par value; 1,000,000 shares authorized; 819,000 shares issued and outstanding; Class B preferred stock, $0.001 par value; 2,000,000 shares authorized; 1,791,667 shares issued and outstanding; Class C preferred stock, $0.001 par value; 1,000 shares authorized; 1,000 shares issued and outstanding (2014) | $ 2,612 | $ 2,612 |
Common stock, $0.001 par value; 9,000,000,000 shares authorized; 2,824,852,274 (2015) and 14,414,581 (2014) shares issued and outstanding | 2,824,853 | 14,415 |
Additional paid-in capital | $ 14,876,506 | $ 16,305,314 |
Treasury stock, 50,000 shares of common stock | ||
Accumulated deficit | $ (29,813,617) | $ (27,292,757) |
Total stockholders' deficiency | (12,109,646) | (10,970,416) |
Less noncontrolling interest | 28,885 | 41,321 |
Total deficit | (12,080,761) | (10,929,095) |
Total liabilities and stockholders' deficit | $ 498,520 | $ 476,438 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued expenses, related parties | $ 43,522 | $ 41,898 |
Convertible promissory notes, related parties | $ 23,267 | $ 74,597 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 2,612,667 | 2,612,667 |
Preferred stock, outstanding | 2,612,667 | 2,612,667 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 9,000,000,000 | 9,000,000,000 |
Common stock, issued | 2,824,852,274 | 14,414,581 |
Common stock, outstanding | 2,824,852,274 | 14,414,581 |
Treasury stock | 50,000 | 50,000 |
Class A preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 819,000 | 819,000 |
Preferred stock, outstanding | 819,000 | 819,000 |
Class B preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 1,791,667 | 1,791,667 |
Preferred stock, outstanding | 1,791,667 | 1,791,667 |
Class C preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000 | 1,000 |
Preferred stock, issued | 1,000 | 1,000 |
Preferred stock, outstanding | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue, net | $ 822,173 | $ 562,875 |
Operating expenses | ||
Cost of Sales | 574,606 | 439,820 |
Processing fees | $ 23,190 | 25,112 |
Returned checks (collected) | (1,420) | |
Other | $ 1,895 | 1,791 |
Total operating expenses | 599,691 | 465,303 |
Gross profit | 222,482 | 97,572 |
Selling, general and administrative | 626,635 | 722,996 |
Loss from operations | (404,153) | (625,424) |
Other expense: | ||
Interest expense | (1,288,743) | (1,668,907) |
Derivative liability income expense | (764,558) | $ (386,669) |
Loss from unconsolidated investee | (55,090) | |
Loss on equity method investment | (15,000) | |
Loss from write-off of note receivable | (22,050) | |
Total other expense | (2,145,441) | $ (2,055,576) |
Net Loss | (2,549,594) | (2,681,000) |
Less net loss attributable to non controlling interest | 12,436 | 16,298 |
Net loss attributable to common stockholders | $ (2,537,158) | $ (2,664,702) |
Net loss per share | $ 0 | $ (0.30) |
Weighted average number of common shares outstanding Basic and diluted | 772,016,651 | 8,883,429 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock | ||
Beginning balance, shares | 14,414,581 | 1,987,229 |
Beginning balance, amount | $ 14,415 | $ 1,987 |
Common stock issued upon conversion of convertible debt and accrued interest, shares | 2,810,437,693 | 12,427,352 |
Common stock issued upon conversion of convertible debt and accrued interest, amount | $ 2,810,438 | $ 12,427 |
Reclassification of embedded derivatives upon conversion of convertible debt | ||
Stock compensation, shares | ||
Stock compensation, amount | ||
Net loss | ||
Ending balance, shares | 2,824,852,274 | 14,414,581 |
Ending balance, amount | $ 2,824,853 | $ 14,415 |
Class A Preferred Stock | ||
Beginning balance, shares | 819,000 | 819,000 |
Beginning balance, amount | $ 819 | $ 819 |
Common stock issued upon conversion of convertible debt and accrued interest, amount | ||
Reclassification of embedded derivatives upon conversion of convertible debt | ||
Stock compensation, shares | ||
Stock compensation, amount | ||
Net loss | ||
Ending balance, shares | 819,000 | 819,000 |
Ending balance, amount | $ 819 | $ 819 |
Class B Preferred Stock | ||
Beginning balance, shares | 1,791,666 | 1,791,666 |
Beginning balance, amount | $ 1,792 | $ 1,792 |
Common stock issued upon conversion of convertible debt and accrued interest, amount | ||
Reclassification of embedded derivatives upon conversion of convertible debt | ||
Stock compensation, shares | ||
Stock compensation, amount | ||
Net loss | ||
Ending balance, shares | 1,791,666 | 1,791,666 |
Ending balance, amount | $ 1,792 | $ 1,792 |
Class C Preferred Stock | ||
Beginning balance, shares | 1,000 | |
Beginning balance, amount | $ 1 | |
Common stock issued upon conversion of convertible debt and accrued interest, amount | ||
Reclassification of embedded derivatives upon conversion of convertible debt | ||
Stock compensation, shares | 1,000 | |
Stock compensation, amount | $ 1 | |
Net loss | ||
Ending balance, shares | 1,000 | 1,000 |
Ending balance, amount | $ 1 | $ 1 |
Additional Paid-in Capital | ||
Beginning balance, amount | 16,289,016 | 14,530,567 |
Common stock issued upon conversion of convertible debt and accrued interest, amount | (2,441,300) | 810,340 |
Reclassification of embedded derivatives upon conversion of convertible debt | $ 1,028,790 | 841,436 |
Stock compensation, amount | $ 106,673 | |
Net loss | ||
Ending balance, amount | $ 14,876,506 | $ 16,289,016 |
Noncontrolling Interest | ||
Beginning balance, amount | $ 41,321 | $ 57,619 |
Common stock issued upon conversion of convertible debt and accrued interest, amount | ||
Reclassification of embedded derivatives upon conversion of convertible debt | ||
Stock compensation, amount | ||
Net loss | $ (12,436) | $ (16,298) |
Ending balance, amount | 28,885 | 41,321 |
Accumulated Deficit | ||
Beginning balance, amount | $ (27,276,459) | $ (24,611,757) |
Common stock issued upon conversion of convertible debt and accrued interest, amount | ||
Reclassification of embedded derivatives upon conversion of convertible debt | ||
Stock compensation, amount | ||
Net loss | $ (2,537,158) | $ (2,664,702) |
Ending balance, amount | (29,813,617) | (27,276,459) |
Beginning balance, amount | (10,929,095) | (10,018,973) |
Common stock issued upon conversion of convertible debt and accrued interest, amount | 369,138 | 822,767 |
Reclassification of embedded derivatives upon conversion of convertible debt | 1,028,790 | 841,436 |
Stock compensation, amount | 106,674 | |
Net loss | (2,549,594) | (2,681,000) |
Ending balance, amount | $ (12,080,761) | $ (10,929,095) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (2,549,594) | $ (2,681,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization on fixed assets | $ 2,643 | |
Issuance of preferred stock as compensation | $ 106,673 | |
Amortization of discount on convertible notes | $ 620,845 | $ 1,056,743 |
Loss attributable to note receivable forgiveness | 22,050 | |
Loss attributable to equity method investment | 70,090 | |
Initial derivative liability expense on convertible debentures | 64,776 | |
Change in fair value of derivative liability | 734,182 | $ 386,579 |
Amortization of deferred financing costs | 29,059 | 21,000 |
Decrease (increase) in assets: | ||
Accounts receivable | 63,989 | 2,814 |
Other current assets | 11,739 | (37,845) |
Increase in liabilities | ||
Accounts payable and accrued expenses | 445,042 | 355,511 |
Net cash used in operating activities | (485,179) | $ (789,524) |
Cash flows from investing activities: | ||
Investment in unconsolidated subsidiary | $ (222,000) | |
Payments on issuance of notes receivable | $ (40,000) | |
Cash paid for acquisition | (100,000) | |
Cash acquired in acquisition | 133,806 | |
Purchase of fixed assets | $ (2,425) | (2,313) |
Net cash used in investing activities | (224,425) | (8,507) |
Cash flows from financing activities: | ||
Borrowings on convertible notes, net | 741,971 | $ 799,341 |
Repayments on convertible notes, net | (7,500) | |
Borrowings on notes and loans payable, related | 131,461 | |
Borrowings on notes and loans payable, other | 26,900 | |
Repayments on notes and loans payable, related | (78,030) | |
Repayments on notes and loans payable, other | (67,894) | |
Payment of deferred financing costs | (31,450) | |
Net cash provided by financing activities | 715,458 | $ 799,341 |
Net increase in cash and cash equivalents | 5,854 | 1,310 |
Cash and cash equivalents, beginning | 3,367 | 2,057 |
Cash and cash equivalents, ending | 9,221 | 3,367 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 225 | $ 12,358 |
Cash paid for income taxes | ||
Schedule of Non-Cash Investing and Financing Activities: | ||
Reclass of derivative liability to equity upon conversion of convertible debt | $ 1,028,790 | $ 841,436 |
Conversion of convertible debentures and accrued interest to common stock | $ 369,138 | $ 822,767 |
Business and organization, asse
Business and organization, asset sale, and going concern and management's plans | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and organization, asset sale, and going concern and management's plans | 1. Business and organization, asset sale, and going concern and management’s plans: Business and organization: FastFunds Financial Corporation (the “Company” or “FFFC”) is a holding company, and through January 31, 2006, operated primarily through its wholly-owned subsidiary Chex Services, Inc. (“Chex”). FFFC was previously organized as Seven Ventures, Inc. (“SVI”). Effective June 7, 2004, Chex merged with SVI (the “Merger”), a Nevada corporation formed in 1985. At the date of the Merger, SVI was a public shell with no significant operations. The acquisition of Chex by SVI was recorded as a reverse acquisition based on factors demonstrating that Chex represented the accounting acquirer. The historical stockholders’ equity of Chex prior to the exchange was retroactively restated (a recapitalization) for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the SVI and Chex common stock, with an offset to additional paid-in capital. The restated consolidated accumulated deficit of the accounting acquirer (Chex) has been carried forward after the exchange. On June 29, 2004, SVI changed its name to FFFC. Effective January 21, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Class C Preferred Stock (as defined and described below) (the “Class C Preferred Stock Shares”) to Mr. Henry Fong, the Company’s sole officer and Director, or his assigns in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company does not have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the issuance of the Class C Preferred Stock Shares to Mr. Fong, or his assigns and the Super Majority Voting Rights (described below), Mr. Fong obtained voting rights over the Company’s outstanding voting stock which provides him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Fong will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of the Company’s assets, and also the power to prevent or cause a change in control. The interests of Mr. Fong may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Fong as an officer or Director of the Company due to the Super Majority Voting Rights. On January 21, 2014, the Company formed Cannabis Angel, Inc. (“CA”) as a wholly-owned subsidiary. CA was formed to assist and provide angel funding, business development and consulting services to Cannabis related projects and ancillary ventures. CA has entered into the following agreements: On January 28, 2014, CA entered into a one year Consulting Agreement with Singlepoint, Inc. (“Singlepoint”) (the “Singlepoint Agreement”). The Singlepoint Agreement automatically renews for succeeding one year periods, provided, that the CA can terminate the Singlepoint Agreement at any time during the initial one year term or thereafter by giving Singlepoint not less than five (5) days’ notice to terminate. CA is to provide consulting services including strategic and business planning, marketing and sales support, define and support for product offerings, acquisition strategy and funding strategy. As of the year ended December 31, 2015, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred. On February 7, 2014, CA entered into a one year consulting agreement with Colorado Cannabis Business Solutions, Inc (“CCBS”). CA is to provide consulting services to CCBS relating to business opportunities, corporate finance activities and general business development, in exchange for 9.9% ownership in CCBS. As of the year ended December 31, 2015, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred. On March 5, 2014, CA entered into a five (5) year Strategic Alliance Agreement (“SAA”) with Worldwide Marijuana Investments, Inc. (“Worldwide”). Pursuant to the SAA, Worldwide and CA have agreed to market and perform certain complementary business consulting services. The SAA automatically renews for successive one year terms, unless either party gives written notice of termination at least thirty (30) days prior to any expiration. The SAA can also be terminated by mutual agreement, or at any time by sixty (60) day written notice from either party. As of the year ended December 31, 2015, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred. On February 17, 2014, the Company and CA entered into a consulting agreement with Merchant Business Solutions, Inc. (“MBS”). CA will provide consulting services to MBS regarding seeking potential business opportunities, financial opportunities, and general business development in exchange for 49% of Cannabis Angel. As of the year ended December 31, 2015, this agreement is still active but no services have been provided and no further activity related to this agreement has occurred. Merchant Financial Solutions, Inc. (“CMFS”) a new subsidiary of MBS. CMFS has had no activity through the date of this report. On April 3, 2014, the Company and its wholly-owned subsidiary CA announced the launch of GreenEnergyMedia.TV. GreenEnergyMedia.TV caters to broadcasting real-time news and social media feeds relating exclusively to the medical and recreational marijuana communities. GreenEnergyMedia.TV broadcasts stock quotations and intraday charts on over 40 leading companies competing within the medical marijuana industry. Operations related to GreenEnergyMedia.TV have been deferred pending the recruitment and placement of personnel for this project, which has not occurred as of December 31, 2015. On April 29, 2014, Cannabis Live was launched, which will focus exclusively on hosting and broadcasting video of on-demand events. As this area of GreenEnergyMedia.TV’s website progresses, the Company plans to include the development of an exclusive interactive online channel. This future development will allow for several sources of revenue to be derived for the Company; including premium access membership fees, sponsorship and endorsement fees, and advertising revenue. Operations related to Cannabis Live have been deferred pending the recruitment and placement of personnel for this project, which has not occurred as of December 31, 2015. On April 17, 2014, the Company and its wholly-owned subsidiary CA announced a Merchant Payment Processing Agreement to offer a debit card payment solution for retail cannabis dispensaries. This program will be offered through CMFS, the Company's 49% owned subsidiary. This payment solution allows dispensaries to accept debit and credit cards by using the PIN number associated with the card being used. . As of December 31, 2015, the company has not yet offered this program to customers and there has been no activity related to this program. On July 8, 2014, The Company announced the formation of The 420 Development Corporation, a newly formed wholly owned subsidiary of the Company that will focus exclusively on the acquisition of operational companies that support the development of the ever-expanding cannabis industry. The 420 Development Corporation will seek to identify acquisition candidates within the industry that have the potential to add significant shareholder value once completed. On July 24, 2014, the Company and its wholly-owned subsidiary, The 420 Development Corporation, announced the closing of a purchase agreement with Ohio-based Brawnstone Security, LLC (“Brawnstone”). Brawnstone is a licensed armed security, private investigation, security technology solution provider and tactical training company servicing active accounts with several Government affiliated HUD housing establishments, schools, and industrial facilities across the Ohio region. Under the terms of the purchase agreement, the Company, through its subsidiaries, now owns a 70% interest in Brawnstone. The purchase price, disclosed in the Membership Interest Purchase Agreement and Assignment of Membership Interest Agreement dated July 23, 2014, was $160,000. The Company remitted $100,000 in cash and issued a $60,000 note payable bearing 8% interest to complete the purchase. The Company also assumed accrued expenses of $181,083. The total purchase price of $341,083 was allocated to cash of $133,806, accounts receivable of $120,965, prepaid expenses of $950, and goodwill of $85,312. On October 30, 2014, FastFunds Financial Corporation announced that they have entered into a distribution and marketing agreement for its Cannabis GreenCard product with WMII, Inc. ("WMII"). Through the Company's 49% ownership in Cannabis Merchant Financial Solutions, Inc. ("CMFS"), WMII has agreed to market the Company's Cannabis GreenCard through an extensive database developed over the past several months that contains over 1,000 medical and recreational dispensaries throughout the Colorado, Washington State and California regions. WMII has access to a large community of companies that service the cannabis industry. By leveraging these existing relationships, WMII will allow CMFS to gain access to their extensive list of prospective customers for the Company's Cannabis GreenCard product. As of December 31, 2015, the marketing and distribution agreement is not in effect as WMII is no longer active. On November 5, 2014, FastFunds Financial Corporation announced the acquisition of a 49% equity stake in WMII, Inc. ("WMII"), a marketing and product distribution firm that specializes in cannabis related services. WMII is an early-stage company that is currently not generating any revenues. WMII has ceased operations during the year ended December 31, 2015. On November 14, 2014, FastFunds Financial Corporation entered into a definitive licensing agreement with Nevada-based Chongson, Inc. pertaining to the production, promotion and sale of the Tommy Chong branded Cannabis GreenCard product. Per the terms of the agreement, the Company is required to pay Chongson Inc. a minimum of $5,000 per month in royalty fees in exchange for the the card branding. During the year ended December 31, 2015, the Company paid $45,000 in cash against the $60,000 in accrued royalty expenses. On May 15, 2015, FastFunds Financial Corporation (“FFFC”) acquired a 49% Limited Liability Company interest in Pure Grow Systems, LLC (“Pure Grow”) for $250,000. Financing for this transaction was provided through a $128,000 convertible note issued to Carebourn Capital, LP on May 15, 2015 and a $125,000 convertible note issued to Pure Energy Inc. on May 29, 2015. As of December 31, 2015, $222,000 has been remitted by the company in acquisition of a minority stake of Pure Grow. Pure Grow Systems, LLC will be dedicated to the healthy production of raw materials used for medicinal or other health-related purposes. The Company is developing a line of environmentally friendly products using ingredients that have a strong track record of sanitation and disinfection in buildings, on furniture, and other items found in medical, manufacturing and warehouse settings. Pure Grow has displayed its products at several trade shows and has contacted interested distributors. No revenues have been generated from Pure Grow’s product lines during the year ended December 31, 2015 The Company currently has thirty-six full and part time employees at Brawnstone Security. None of our employees are currently covered by collective bargaining agreements. |
Going concern and management's
Going concern and management's plans | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern and management's plans | Going concern and managementÂ’s plans: The CompanyÂ’s financial statements for the years ended December 31, 2015 and 2014 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $2,537,158 for the year ended December 31, 2015, and has a working capital deficit of $12,452,826, and an accumulated deficit of $29,813,617 as of December 31, 2015. Moreover, the Company presently has no significant ongoing business operations or sources of revenue and has little resources with which to obtain or develop new operations. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The financial statements do not contain any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. There can be no assurance that the Company will have adequate resources to fund future operations, if any, or that funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. Currently, the Company does not have a revolving loan agreement with any financial institutions, nor can the Company provide any assurance it will be able to enter into any such agreement in the future. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company evaluates, on an ongoing basis, potential business acquisition/restructuring opportunities that become available from time to time, which management considers in relation to its corporate plans and strategies. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies: Basis of presentation and principles of consolidation: The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“USGAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. Cash and cash equivalents: For the purpose of the financial statements, the Company considers all highly-liquid investments with an original maturity three-months or less to be cash equivalents. Fixed assets: Fixed Assets are stated at historical cost less depreciation. Cost of acquisition is inclusive of taxes, duties, freight, installation and allocated incidental expenditure during construction/ acquisition. Accounts receivables and revenue recognition: Accounts receivables are stated at cost plus refundable and earned fees (the balance reported to customers), reduced by allowances for refundable fees and losses. Fees (revenues) are accrued monthly on active credit card accounts and included in accounts receivables, net of estimated uncollectible amounts. Accrual of income is discontinued on credit card accounts that have been closed or charged off. Accrued fees on credit card loans are charged off with the card balance, generally when the account becomes 90 days past due. The allowance for losses is established through a provision for losses charged to expenses. Credit card receivables are charged against the allowance for losses when management believes that collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. This evaluation also takes into consideration such factors as changes in the volume of the loan portfolio, overall portfolio quality and current economic conditions that may affect the borrowers’ ability to pay. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. The Company recognizes sale and service revenue when there is persuasive evidence of an arrangement with the customer which states a fixed or determinable price and terms, delivery of the product has occurred or the service performed in accordance with the terms of the sale, and collectability of the sale is reasonably assured. The Company has entered into agreements calling for services to be available to the customer for a period of time. In these cases, revenue is recognized over the life of the agreement. Prepaid services are shown as deferred revenues until services are performed. Long-lived assets: Goodwill: Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in an acquisition. Accounting Standards Codification (“ASC”)-350-30-50 “Goodwill and Other Intangible Assets” requires the testing of goodwill and indefinite-lived intangible assets for impairment at least annually. The Company tests goodwill for impairment at least annually. Per ASC 350, management has opted to follow the guidance provided by ASU 2011-08, the qualitative assessment for testing goodwill for impairment that may allow companies to skip the annual two-step test. ASC 350 requires companies to test goodwill for impairment annually, and more frequently if indicators of impairment exist. Testing goodwill for impairment requires companies to compare the fair value of a reporting unit with its carrying amount, including goodwill. ASU 2011-08 allows companies to qualitatively assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If that is the case, the company would have to perform the annual two-step impairment test. Management analyzed macro and micro economic conditions that may affect the Brawnstone reporting unit, as well as Brawnstone’s current and past financial performance. Taking the relevant events and circumstances described in addition to the prescribed guidance of ASU 2011-08, Management does not believe it is more likely than not that the carrying amount of the Brawnstone reporting unit exceeds its FV. As such, a Step 1 analysis is not required at this time and no impairment has been recognized as of December 31, 2015. Investment in Unconsolidated Investee The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the stock of an investee at cost, and adjusts the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor's share of changes in the investee's capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. Noncontrolling interest: Loss per share: Use of estimates: Fair value of financial instruments: The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments. The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. Accounting for obligations and instruments potentially settled in the Company’s common stock: The Company accounts for obligations and instruments potentially to be settled in the Company's stock in accordance with ASC Topic 815, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock. Under ASC Topic 815, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date. Stock-based compensation: The Company has one stock option plan approved by FFFC’s Board of Directors in 2004, and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements. The Company accounts for its stock based compensation under ASC 718 “Compensation- Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the Black Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. There were no options granted during the years ended December 31, 2015 and 2014. The Company’s stock option plan is more fully described in Note 11. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company’s tax years subsequent to 2006 remain subject to examination by federal and state tax jurisdictions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations Reclassifications: Certain prior period balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' deficiency. Recent Accounting Pronouncements Not Yet Adopted: |
Concentration of revenue
Concentration of revenue | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration of revenue | 3. Concentration of revenue: A significant portion of the Company's revenues for the year ended December 31, 2015 were generated from five customers as follows: Accounts Receivable % of Total Revenues as of December 31, 2015 Customer A 13.04 % $ — Customer B 12.01 % $ 20,428 Customer C 9.14 % $ 13,936 Customer D 7.92 % $ — Customer E 6.62 % $ 1,711 |
Notes receivable
Notes receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Notes receivable | 4. Notes receivable: On February 20, 2014, LG Capital Funding, LLC (“LG”) issued a $40,000 collateralized secured promissory note to the Company. The note bears interest at the rate of 8% and is due no later than November 20, 2014, unless the Company does not meet the current information requirements required under Rule 144 of the Securities Act of 1933, as amended. This note was deemed uncollectible during the first quarter 2015 and the entire amount of the note receivable was netted against an outstanding $40,00 convertible debenture payable to LG. On March 19, 2014, the Company advanced $25,000 to Worldwide Marijuana Investments, Inc. (“WMI”) in exchange for a $25,000 promissory note. Interest of 12% per annum is payable in monthly installments, along with a monthly principal amount of $500 beginning April 1, 2014 for twelve months, at which time the remaining principal amount and interest will be due in full. As of December 31, 2015, this note has been deemed uncollectible and the remaining amount of the note, $22,050, was expensed. |
Long term investments
Long term investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Long term investments | 5. Long term investments: On March 30, 2011, the Company and Paymaster Limited (“Paymaster”) agreed to restructure a note receivable (the “Note”). Pursuant to the agreement, the parties agreed to convert the remaining balance of $339,575 of the Note receivable into Cumulative Convertible Redeemable Preference Shares (the Preference Shares”) with a value of $400,000, and an annual dividend of 7.5% over thirty-six (36) months. Paymaster, at any time prior to maturity, may elect to redeem some or all of the Preference Shares at an effective dividend rate of 10% per annum. The Company, upon maturity and with not less than ninety (90) days prior notice, may elect to convert some or all of Preference Shares into the pro rata equivalent of 11,100 ordinary shares of Paymaster (equal to 10% of the issued and outstanding capital of the Company based on the conversion of all Preference Shares on a fully diluted basis). The Company has recorded the investment at $89,575, net of a valuation allowance of $250,000, the same historical carrying value on the Company’s balance sheet as the note. The last dividend the Company has received was the quarterly dividend for the quarter ended June 30, 2012. In March 2016, the company received $275,000 for the redemption of the preferred shares. See note 15, Subsequent Events. On July 24, 2014, the Company, through its wholly-owned subsidiary, The 420 Development Corporation, acquired a 70% interest in Brawnstone. Brawnstone is a licensed armed security, private investigation, security technology solution provider and tactical training company servicing active accounts with several Government affiliated HUD housing establishments, schools, and industrial facilities across the Ohio region. The purchase price, disclosed in the Membership Interest Purchase Agreement and Assignment of Membership Interest Agreement dated July 23, 2014, was $160,000. The Company remitted $100,000 in cash and issued a $60,000 note payable bearing 8% interest in the closing of the acquisition. On the acquisition date, the company assumed the assets of Brawnstone, including $133,806 in cash and cash equivalents, $120,965 in accounts receivable, all of which is classified as current and collectable, and $950 in other assets, as well as liabilities including accounts payable of $181,083. The Company also recognized goodwill of $85,312, included on the December 31, 2015 and 2014 balance sheet, as a result of the acquisition. During the year ended December 31, 2015, the balance of this goodwill was analyzed for impairment based on the guidelines provided by ASC 350, “Goodwill and Other Intangible Assets”. Per ASC 350, management has opted to follow the guidance provided by ASU 2011-08, the qualitative assessment for testing goodwill for impairment that may allow companies to skip the annual two-step test. ASC 350 requires companies to test goodwill for impairment annually, and more frequently if indicators of impairment exist. Testing goodwill for impairment requires companies to compare the fair value of a reporting unit with its carrying amount, including goodwill. ASU 2011-08 allows companies to qualitatively assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If that is the case, the company would have to perform the annual two-step impairment test. Management analyzed macro and micro economic conditions that may affect the Brawnstone reporting unit, as well as Brawnstone’s current and past financial performance. Taking the relevant events and circumstances described in addition to the prescribed guidance of ASU 2011-08, Management does not believe it is more likely than not that the carrying amount of the Brawnstone reporting unit exceeds its FV. As such, a Step 1 analysis is not required at this time and no impairment has been recognized as of December 31, 2015. On November 5, 2014, the company acquired a 49% equity stake in WMII, Inc. ("WMII"), a marketing and product distribution firm that specializes in cannabis related services. WMII is an early-stage company that is currently not generating any revenues or expenses. The company paid $15,000 in cash in closing the acquisition, which was included in the investment in unconsolidated investee line of the 2014 balance sheet. During the year ended December 31, 2015, WMII ceased operations and the $15,000 investment in unconsolidated investee was written off. |
Equity-method investment
Equity-method investment | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity-method investment | 6. Equity-method investment: On May 15, 2015, the Company acquired a 49% Limited Liability Company interest in Pure Grow Systems, LLC (“Pure Grow”) for $250,000 in cash. Financing for this transaction was provided through a $128,000 convertible note issued to Carebourn Capital, LP on May 15, 2015 and a $125,000 convertible note issued to Pure Energy Inc. on May 29, 2015. As of December 31, 2015, $222,000 has been remitted by the Company in acquisition of a minority stake of Pure Grow. The Company has accounted for its 49% interest in Pure Grow utilizing the equity method of accounting. As of December 31, 2015, the carrying value in Pure Grow was $166,910. During the year ended December 31, 2015, $55,090 was recognized as an equity method loss. Financial information for Pure Grow as of, and for the period from May 15, 2015 through December 31, 2015 is as follows: December 31, 2015 ASSETS Cash and cash equivalents $ 90,463 Accounts Payable 40,482 Inventory 23,202 Prepaid Assets 3,000 Total assets $ 81,023 LIABILITIES AND MEMBERS' EQUITY Accounts payable and accrued expenses $ 12,251 Members' equity 181,200 Net Loss (112,428 ) Total liabilities and members' equity $ 81,023 For the Period from May 15, 2015 Through December 31, 2015 STATEMENT OF OPERATIONS Revenues $ 20 Cost of sales 13,500 Gross profit (13,480 ) Operating expenses 98,948 Operating loss (112,428 ) Other expense — Net loss $ (112,428 ) Ownership interest (rounded) 49 % Share of net loss $ (55,090 ) Investment $ 166,910 |
Accrued liabilities
Accrued liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 7. Accrued liabilities: Accrued liabilities at December 31, 2015 and December 31, 2014 were $4,303,883 and $3,734,029, respectively, and were comprised of: 2015 2014 Legal fees $ 23,594 $ 23,594 Interest 3,850,583 3,336,669 Consultants and advisors 186,198 157,024 Registration rights 98,013 98,013 Other 145,495 118,729 $ 4,303,883 $ 3,734,029 |
Promissory notes, including rel
Promissory notes, including related parties and debenture payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Promissory notes, including related parties and debenture payable | 8. Promissory notes, including related parties, notes payable and debenture payable: 2015 2014 Promissory notes payable: Various, including related parties of $50,767 (2015) and $74,397 (2014); interest rate ranging from 8% to 10% [A] $ 113,842 $ 107,672 Notes payable; interest rates ranging from 9% to 15%; interest payable quarterly; the notes are unsecured, matured on February 28, 2008; currently in default and past due [B] 2,090,719 2,090,719 $ 2,204,561 $ 2,198,391 [A] Pursuant to a November 4, 2011 Board of director resolution, these notes are convertible at conversion rates, determined at the discretion of the board of directors. During the year ended December 31, 2015 the Company issued notes of $158,361 (including related parties of $26,900) and made payments of $145,924 (including $78,030 to related parties). These notes are due on demand. [B] These notes payable (the “Promissory Notes”) originally became due on February 28, 2007. The Company renewed $283,000 of the Promissory Notes on the same terms and conditions as previously existed. In April 2007 the Company, through a financial advisor, restructured $1,825,000 of the Promissory Notes (the “Restructured Notes”). The Company has accrued an expense of $36,500 to compensate the financial advisor 2% of the Restructured Notes as well as having issued 150,000 shares of common stock to the financial advisor. The Restructured Notes carry a stated interest rate of 15% (a default rate of 20%) and matured on February 28, 2008. The Company has not paid the interest due since June 2007, and no principal payments on the Promissory Notes have been made since 2008 and accordingly, they are in default. Accrued interest on these notes total $3,644,686 and $3,224,686 as of December 31, 2015 and 2014, respectively is included in accrued expenses on the consolidated balance sheets. The chairman of the board of the Company has personally guaranteed up to $1 million of the Restructured Notes and two other non-related individuals each guaranteed $500,000 of the Restructured Notes. In consideration of their guarantees the Company granted warrants to purchase a total of 1,600,000 shares of common stock of the Company at an exercise price of $0.50 per share. The warrants expired in March 2010. In January 2008, the Company and the three guarantors received a complaint filed by the financial advisor (acting as agent for the holders of the Restructured Notes) and the holders of the Restructured Notes. The claim is seeking $1,946,250 plus per diem interest beginning January 22, 2008 at the rate of twenty percent (20%) per annum plus $37,000 due the financial advisor for unpaid fees. The court has ruled in favor of a motion for summary judgment filed by certain of the plaintiffs and a judgment was entered on August 18, 2009 in the total amount of $2,487,250 in principal and interest on the notes, $40,920 in related claims and $124,972 in attorney’s fees and expenses. The Company is not aware of any payments being made by any of the guarantors and accordingly, the Company includes these liabilities on the December 31, 2015 and 2014 consolidated balance sheets in promissory notes payable and accrued expenses. Subsidiary notes payable: On August 24, 2015, the Company’s 70%-owned subsidiary, Brawnstone Security (“Brawnstone”), issued a $50,000 note payable to an unrelated lender. The note bears interest at 60% and is due on February 24, 2016. Brawnstone received $49,005 after loan origination fees of $995, which will be expensed over the period of the loan. The total payback amount for this note was $67,500. The company paid $31,349 in principal and $10,972 in interest related to note during the year ended December 31, 2015. As of December 31, 2015, the remaining principal balance of the note is $25,179. On October 27, 2015, the Company’s 70%-owned subsidiary, Brawnstone Security (“Brawnstone”), issued a $40,000 note payable to an unrelated lender. The note bears interest at 60% and is due on June 27, 2016. Brawnstone received $39,205 after loan origination fees of $795, which will be expensed over the period of the loan. The total payback amount for this note was $53,200. The company paid $9,286 in principal and $3,064 in interest related to note during the year ended December 31, 2015. As of December 31, 2015, the remaining payback balance of the note is $40,850. Debenture payable: 2012 Notes On November 1, 2012, the Company issued a convertible promissory note to David Schaper (“Schaper”) in the amount of $269,858 in exchange for previously accrued legal fees. The note bears interest at 8% per annum, is due on demand and is convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. During the year ended December 31, 2013, the Company issued 6,986,723 shares of common stock upon the conversion of $103,188 of the note. During the year ended December 31, 2014, the note was sold to unrelated third party accredited investors, and Company issued 2,240,336 shares of common stock upon the conversion of $163,670 of the Note. As of December 31, 2015 and 2014, the balance of the note is $3,000. 2013 Notes The following notes issued in 2013, bear interest at 8% per annum and other than as described below are convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. The notes issued in 2013 are referred to as the 2013 Notes. On March 14, 2013 the Company issued a convertible promissory note for $46,000 to an accredited investor (the “March 2013 Note”). The March 2013 Note, was due eight months from issuance and bears an interest rate of 8% per annum, and in the case of an event of default increases to 12% per annum (“the Default Rate”). The March 2013 Note matured November 14, 2013, is in default, and the Default Rate was effective at that date. During the year ended December 31, 2014, the Company issued 516,194 shares of common stock upon conversion of $19,425 of the note. The balance of the March 2013 Note is $26,575 as of December 31, 2015 and 2014. On August 22, 2013, the Company issued a $6,000 convertible promissory note to Schaper. During the year ended December 31, 2014, the Company issued 66,667 shares of common stock upon conversion of $4,000 of this note. The outstanding principal balance on this note is $2,000 as of December 31, 2015 and 2014. On October 1, 2013, the Company issued a $3,000 convertible promissory note to an accredited investor. The outstanding principal on this note is $3,000 as of December 31, 2015 and 2014. On October 18, 2013, the Company issued four (4) convertible notes each in the amount of $25,625 to Gel (the “2013 Gel Notes”), with each note due on demand. The conversion price for the 2013 Gel Notes is equal to 50% of the lowest closing bid price of the Common Stock as reported on the exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future with a floor of $0.0001 per share, for any of the five trading days including the day upon which a Notice of Conversion is received by the Company. If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. Also on October 18, 2013, Gel issued the Company two secured promissory notes, each in the amount of $25,000, due April 21, 2014. The Company received the $50,000 on March 6, 2014. During the year ended December 31, 2014, the Company issued 944,260 shares upon conversion of $83,295 of the notes. During the year ended December 31, 2015, the Company issued 25,979,349 shares upon conversion of $19,205 in note principal and $2,863 of accrued interest. As of December 31, 2014, the outstanding principal on these notes was $69,205. As of December 31, 2015, the four initial convertible notes have been fully satisfied, while the two subsequent convertible promissory notes in the aggregate of $50,000 of principal are outstanding. Additionally, during the year ended December 31, 2015, the notes have been sold to a third party accredited investor. On November 22, 2013, the Company issued a $35,000 (the Fong Note) and $30,000 (the Hollander Note) convertible note to Mr. Fong and Mr. Hollander, respectively, for the cancellation of accrued and unpaid fees. These notes are due on demand. During the year ended December 31, 2014, the Company issued 383,333 shares of common stock in satisfaction of $22,000 of the Hollander note. As of December 31, 2014, the outstanding principal on these notes totaled $43,000. During the year ended December 31, 2015, the Company issued 93,361,463 shares of common stock in satisfaction of $8,000 in principal and $1,767 in accrued interest of the Hollander note. The outstanding principal balance of the Fong note is $35,000, while the Hollander note has been fully satisfied as of December 31, 2015. 2014 Notes The following notes issued in 2014, bear interest at 8% per annum and other than as described below are convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. The notes issued in 2014 are referred to as the 2014 Notes. On January 28, 2014, the Company issued a convertible promissory note to Mr. Fong for $25,500 in satisfaction of accrued and unpaid fees due Mr. Fong. Also on January 28, 2014, the Company entered into a Debt Settlement and Release Agreement (the “DSR”) with Mr. Fong, Mary Virginia Knight (“Knight”) or Knight assigns. Pursuant to the DSR, the Company has issued 500,000 shares of common stock to the Knight assign, in cancellation and satisfaction of $15,000 of the convertible note due Mr. Fong. As of December 31, 2015 and 2014, the outstanding principal balance of this note is $10,500. On February 10, 2014, the Company issued two (2) convertible promissory notes in the amounts of $95,814 and $95,813 in exchange for previously accrued legal fees. The notes bear interest at 8% per annum. The notes matured February 10, 2015 and are in default. During the year ended December 31, 2014, the company issued 416,667 shares of common stock in settlement of $12,500 of the notes. As of December 31, 2014, the balances of the notes totaled $179,127. During the year ended December 31, 2014, the company issued 416,667 shares of common stock in settlement of $12,500 of the notes. During the year ended December 31, 2015, $35,000 in note principal was assigned to a third party in the form of a new convertible promissory note, with the same terms as the prior note. During the year ended December 31, 2015, the Company issued 314,318,871 shares of common stock in satisfaction of $23,808 in principal and $277 of accrued and unpaid interest of the third-party portion of the note. As of December 31, 2015, the balances of the notes are $144,127 to the original note holder and $11,199 to the third party purchaser, totaling $155,319. On February 20, 2014, the Company issued two (2) convertible promissory notes, each in the amount of $40,000 to LG Capital (“LG”). The Company received $38,000 after debt issuance costs of $2,000 and a $40,000 secured promissory note.. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and $2,000 was expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2014. This note matured February 20, 2015. During the year ended December 31, 2014, the Company issued 1,391,990 shares of common stock in satisfaction of $40,000 in convertible note principal and $1,759 of accrued and unpaid interest. During the year ended December 31, 2015, the $40,000 promissory note was deemed uncollectible and was netted against the remaining promissory note, therefore, as of December 31, 2015 the outstanding principal balance of these notes has been satisfied. On March 3, 2014, the Company issued a $52,500 convertible promissory note to Carebourn Capital. The note is due on demand, bears interest at 8%. The conversion price cannot exceed 250% of the market price as of the date of the executed term sheet by the parties. The Company received $50,000 after debt issuance costs of $2,500 which will be amortized over the six month term of the Note or any redemption. The Company recorded an initial derivative liability of $54,600, debt discount of $52,500 and derivative expense of $2,100. As of December 31, 2014, the entire principal balance of the note, $52,500 was outstanding. During the year ended December 31, 2015, the Company issued 344,079,139 shares of common stock in satisfaction of the entire $52,500 in principal and $3,656 of accrued and unpaid interest. As of December 31, 2015, the balance of the note has been satisfied. On March 27, 2014, the Company issued an $831,000 secured convertible promissory note (the “Note”). The Note carries an original issuer discount of $75,000. In addition, the Company agreed to pay $6,000 to cover the Lender’s legal and other fees. At the option of the Lender, the note converts at $0.0025 per share. The conversion by the Lender of any portion of the Outstanding Balance shall only be exercisable in ten (10) tranches (each, a “Tranche”), consisting of an initial Tranche in an amount equal to $88,500 and nine (9) additional Tranches, each in the amount of $82,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note. The Note carries a ten (10) percent interest rate and matures on the seventeenth month after funding. The lender funded $75,000 on April 1, 2014 and also delivered nine (9) secured promissory notes to the Company, each in the amount of $75,000. Each payment received will constitute an “Issue Date”. The Company also granted the lender the right to purchase at any time on or after each Issue Date until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share equal to $41,250 divided by the Market Price (as defined in the Note). The Company recorded an initial derivative liability of 559,687, debt discount of $477,187 and derivative expense of $41,890. This note matured April 1, 2015 and is in default. During the year ended December 31, 2014, the company issued 558,333 shares of common stock upon conversion of $16,500 of the note. During the year ended December 30, 2015, the note was sold to an unrelated third party accredited investor for $75,029, which included outstanding principal of $54,672 and accrued interest of $20,357. During the year ended December 31, 2015, the company issued 4,405,110 shares of common stock upon conversion of $17,078 of note principal and 130,531,699 shares upon conversion of $16,500 in warrants shares outstanding. As of December 31, 2015, the outstanding principal balance of this note is $75,029. Amortization for the year ended, totaled $39,600 and the carrying value of the note as of December 31, 2015, is $54,672, net of unamortized discount of $0. On April 1, 2014 ($15,000) and April 23, 2014 ($12,500), the Company issued convertible promissory notes to Carebourn Capital. ). The notes bear interest of 8% per annum and matured six months after issuance. The Company recorded an initial derivative liability for these notes of $28,600, debt discount of $27,500 and derivative expense of $1,100. The debt discount of $27,500 was amortized into interest expense over the term of the note. As of December 31, 2014, the entire principal balance of the notes, $27,500 was outstanding. During the year ended December 31, 2015 the Company issued 322,840,228 shares in satisfaction of $21,830 in convertible note principal. As of December 31, 2015, the principal balance of these notes is $5,670. On May 16, 2014, the Company issued a $27,000 convertible promissory note, bearing interest at 12% per annum, to WHC Capital, LLC. The Company received $25,000 after debt issuance costs of $2,000, which was amortized over the earlier of the one year term of the Note or any redemption. The Company recorded an initial derivative liability of $28,600, debt discount of $27,000 and derivative expense of $1,600. The note matured on February 16, 2015. During the year ended December 31, 2014, the company issued 291,667 shares of common stock upon conversion of $8,575 of note principal, and the outstanding balance of the note at December 31, 2014 totaled $18,425. During the year ended December 31, 2015, the company issued 42,974,921 shares of common stock upon conversion of $18,425 of note principal. As of December 31, 2015, the principal balance of this note has been fully satisfied. On July 11, 2014, the Company issued a $42,750 convertible promissory note to Auctus Private Equity Fund, LLC. . The note is due on demand, bears interest at 8% and is convertible at a 45% discount of the average of the two lowest day’s closing prices for the twenty five (25) days preceding conversion. The conversion price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. The company received $37,750 after debt issuance costs of $5,000, which was amortized over the earlier of the 9 month term of the Note or any redemptions. Accordingly, $288 and $4,722 have been expensed for the years ended December 31, 2015 and December 31, 2014, respectively, as debt issuance costs (included in interest expense). The Company recorded an initial derivative liability of $44,460, debt discount of $42,750 and derivative expense of $1,710. The debt discount of $42,750 was amortized into interest expense over the term of the note. The note matured on April 11, 2015 and is in default.. During the year ended December 31, 2015, the company issued 2,564,562 shares of common stock upon conversion of $7,028 of note principal and $2,155 of accrued note interest. As of December 31, 2015, a principal balance of $35,676 remains outstanding. Amortization for the year ended December 31, 2014, totaled $40,333 and the carrying value of the note at year end was $40,333, net of unamortized discount of $2,372. Amortization for the year ended December 31, 2015, totaled $2,372 and the carrying value of the note at year end is $35,676, net of unamortized discount of $0. The note was sold during the year ended December 31, 2015 to an unrelated accredited investor for $35,676. On July 16, 2014, the Company issued a convertible promissory note for $50,000 to an unaffiliated accredited investor. The note is due on demand and bears interest at 8%. The Company recorded an initial derivative liability of $52,000, debt discount of $50,000 and derivative expense of $2,000. The debt discount of $50,000 was amortized into interest expense over the term of the note. The note matured on April 16, 2015 and is in default. During the year ended December 31, 2015, the company issued 112,049,963 shares of common stock upon conversion of $12,786 of note principal. As of December 31, 2015, a principal balance of $37,214 remains outstanding. Amortization for the year ended December 31, 2014, totaled $45,833 and the carrying value of the note as of December 31, 2014, was $45,833, net of unamortized discount of $4,167. Amortization for the year ended December 31, 2015, totaled $4,167 and the carrying value of the note as of December 31, 2015, is $37,214, net of unamortized discount of $0. During the year ended December 31, 2015, the note was sold at its full value of $50,000, before conversion, to an unrelated third party investor. On July 22, 2014 ($52,500), August 28, 2014 ($27,500), September 19, 2014 ($27,500), and November 3, 2014 ($27,500) the Company issued convertible promissory notes to Carebourn Capital. The notes are due on demand, bear interest at 12%. The Company received $125,000 after debt issuance costs of $10,000, which was amortized over the earlier of the term of the Notes or any redemptions. The July note matured on April 22, 2015 and is in default. The rest of the notes matured on May 28, 2015 and are in default. The Company recorded an initial derivative liability of $143,100, debt discount of $125,000 and derivative expense of $18,100. The debt discount of $125,000 was amortized into interest expense over the term of the notes. As of December 31, 2015, the entire principal balance of $135,000 remains. Amortization for the year ended December 31, 2014, totaled $80,292 and the carrying value of the notes as of December 31, 2014, was $80,292, net of unamortized discount of $27,208. Amortization for the year ended December 31, 2015, totaled $27,208 and the carrying value of the notes as of December 31, 2015, is $135,000, net of unamortized discount of $0. On October 9, 2014, the Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The note bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $28,090, debt discount of $26,500 and derivative expense of $1,590. The debt discount of $26,500 was amortized into interest expense over the term of the note. The Company received $25,000 after debt issuance costs of $1,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $1,158 and $341 have been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015 and 2014, respectively. The note matured on October 9, 2015 and is currently in default. During the year ended December 31, 2015, the company issued 63,288,178 shares of common stock upon conversion of $26,500 of note principal and $1,317 of accrued interest. As of December 31, 2015, the note has been fully satisfied. Amortization for the year ended December 31, 2014, totaled $12,072 and the carrying value of the notes as of December 31, 2014, was $12,072, net of unamortized discount of $14,428 Amortization for the year ended December 31, 2015, totaled $14,428 and the carrying value of the notes as of December 31, 2015, is $0, net of unamortized discount of $0. On December 2, 2014, the Company issued a convertible promissory note for $25,000 to an unaffiliated accredited investor. The note bears interest at 8%. Company recorded an initial derivative liability of $26,000, debt discount of $25,000 and derivative expense of $1,000. The debt discount of $25,000 is being amortized into interest expense over the term of the note. The note matured on September 2, 2015 and is in default. Amortization for the year ended December 31, 2014, totaled $3,889 and the carrying value of the notes as of December 31, 2014, was $3,889, net of unamortized discount of $21,111. Amortization for the year ended December 31, 2015, totaled $21,111 and the carrying value of the notes as of December 31, 2015, is $25,000, net of unamortized discount of $0. As of December 31, 2015, the full principal balance of $25,000 remains outstanding. On December 4, 2014, the Company issued a $38,000 convertible promissory note to Carebourn Capital. The note is due on demand, bears interest at 12%. The Company recorded an initial derivative liability of $39,520, debt discount of $38,000 and derivative expense of $1,520. The debt discount of $40,500 is being amortized into interest expense over the term of the note. The note matured on December 4, 2015 and is in default. Amortization for the year ended December 31, 2015, totaled $38,000 and the carrying value of the notes as of December 31, 2015, is $38,000, net of unamortized discount of $0. As of the years ended December 31, 2015 and 2014, the full principal balance of $38,000 remains outstanding. On December 23, 2014, the Company issued a $7,500 convertible promissory note to Carebourn Capital. The note is due on demand, bears interest at 8%. During the year ended December 31, 2015, the Company paid $7,500 in settlement of the note principal and $190 in settlement of accrued interest. As of December 31, 2015, this note has been fully satisfied. On December 29, 2014, the Company issued a $25,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The proceeds from this note were received on January 6, 2015 . The note is due on demand, bears interest at 10% and matured on September 29, 2015. The Company recorded an initial derivative liability of $26,250, debt discount of $25,000 and derivative expense of $1,250. The debt discount of $25,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2014, totaled $139 and the carrying value of the note as of December 31, 2014, is $139, net of unamortized discount of $24,861. Amortization for the year ended December 31, 2015, totaled $16,697 and the carrying value of the notes as of December 31, 2015, is $0, net of unamortized discount of $0. During the year ended December 31, 2015, the note was purchased at $26,521, its full book value of $25,000 in addition to $1,521 of accrued interest, by an unrelated third party accredited investor. During the year ended December 31, 2015, the company issued 670,039,250 shares of common stock upon conversion of $26,251 of note principal and $281 of accrued interest. As of December 31, 2015, the principal balance of the note has been fully satisfied. 2015 Notes On February 6, 2015, the Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The Company received $25,000 after debt issuance costs of $1,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $1,500 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $28,620, debt discount of $26,500 and derivative expense of $2,120. The debt discount of $26,500 is being amortized into interest expense over the term of the note. The note bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion and matures February 6, 2016. Amortization for the year ended December 31, 2015, totaled $24,574 and the carrying value of the notes as of December 31, 2015, is $17,074, net of unamortized discount of $1,926. The note was sold to an unrelated third party at the face value of the note. During the year ended December 31, 2015, the Company issued 187,500,000 shares of common stock upon conversion of $7,500 of note principal. As of December 31, 2015, the outstanding principal balance of this note is $19,000. On February 21 2015 ($5,000) and March 21, 2015 ($5,000), the Company issued convertible promissory notes for $10,000 in total to an unrelated third party per a service contract signed between the company and the unrelated service provider. The notes bear interest at 12% and are convertible at a 50% discount of the average of the three lowest day’s closing for the ten (10) days preceding conversion and each note matures 6 months after issuance. The debt issuance costs will be amortized over the earlier of the six month term of the Note or any redemptions and accordingly. The notes are currently in default. The Company recorded an initial derivative liability of $11,200, debt discount of $10,000 and derivative expense of $1,200. The debt discount of $10,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $10,000 and the carrying value of the notes as of December 31, 2015, is $10,000, net of unamortized discount of $0. As of December 31, 2015, the outstanding principal balance of these notes is $10,000. On April 10, 2015, the Company issued a $43,500 convertible promissory note to Carebourn Capital. The April 10th Carebourn Note carries an original issuer discount of $3,000.The note bears interest at 12% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $45,360, debt discount of $40,500 and derivative expense of $4,860. The debt discount of $40,500 is being amortized into interest expense over the term of the note. The note matures on January 10, 2016. As of December 31, 2015, the full principal balance of $40,500 remains outstanding. Amortization for the year ended December 31, 2015, totaled $39,027, and the carrying value of the note as of December 31, 2015, is $39,027, net of unamortized discount of $1,473. On April 15, 2015, the Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The note bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $28,090, debt discount of $26,500 and derivative expense of $1,590. The debt discount of $26,500 is being amortized into interest expense over the term of the note. The Company received $25,000 after debt issuance costs of $1,500. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $1,383 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The note matured on October 9, 2015. Amortization for the year ended December 31, 2015, totaled $26,500 and the carrying value of the note as of December 31, 2015, is $5,000, net of unamortized discount of $0. During the year ended December 31, 2015, the company issued 317,819,240 shares of common stock upon conversion of $21,500 of note principal and $710 of accrued note interest. As of December 31, 2015, the outstanding principal balance of this note is $5,000. On May 6, 2015, the Company issued a $40,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The note bears interest at 12% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion and matures November 6, 2015. The Company received $37,500 after debt issuance costs of $2,500. The debt issuance costs will be amortized over the earlier of the five month term of the Note or any redemptions and accordingly $2,500 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $42,400, debt discount of $40,000 and derivative expense of $2,450. The debt discount of $40,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $40,000 and the carrying value of the notes as of December 31, 2015, is $40,000, net of unamortized discount of $0. During the year ended December 31, 2015, the company issued 138,552,216 shares of common stock upon conversion of $39,477 of note principal. As of December 31, 2015, the outstanding principal balance is $523. On May 15, 2015, the Company issued a $128,000 convertible promissory note to Carebourn Capital. The note bears interest at 12%, is convertible at a 50% discount of the average of the three lowest day’s closing prices for the twenty (20) days preceding conversion and matures February 15, 2016. The Company received $125,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the nine month term of the Note or any redemptions and accordingly $2,500 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. The Company recorded an initial derivative liability of $143,360, debt discount of $128,000 and derivative expense of $15,360. The d |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 9. Commitments and contingencies: Litigation: The Forest County Potawatomi Community (“FCPC”) has initiated an action against Chex, an inactive subsidiary of the Company, in the FCPC tribal court asserting that Chex breached a contract with FCPC during the 2002 to 2006 time period. Chex is inactive and did not defend this action. On October 1, 2009 a judgment was entered against Chex in the FCPC Tribal Court in the amount of $2,484,922. The Company has included $2,484,922 in litigation contingency on the consolidated balance sheets as of December 31, 2015 and December 31, 2014. The Company is involved in various claims and legal actions arising in the ordinary course of business. The ultimate disposition of these matters may have a material adverse impact either individually or in the aggregate on future consolidated results of operations, financial position or cash flows of the Company. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. Income taxes: The operations of the Company for periods subsequent to its acquisition by HPI and through August 2004, at which time HPI’s ownership interest fell below 80% are included in consolidated federal income tax returns filed by HPI. Subsequent to August 2004 and through January 29, 2006 the Company will file a separate income tax return. As of January 30, 2006, HPI’s ownership interest again exceeded 80% and the operations of the Company will be included in a consolidated federal income tax from that date through October 29, 2006 when the ownership fell below 80%. As of October 30, 2006, the Company will be filing separate income tax returns. For financial reporting purposes, the Company’s provision for income taxes has been computed, and current and deferred taxes have been allocated on a basis as if the Company has filed a separate income tax return for each year presented. Management assesses the realization of its deferred tax assets to determine if it is more likely than not that the Company's deferred tax assets will be realizable. The Company adjusts the valuation allowance based on this assessment. Income tax expense for 2015 and 2014 is as follows: 2015 2014 Current: Federal $ — $ — State — — — — Deferred: Federal 1,134,000 1,445,000 State 124,000 158,000 Valuation allowance (1,258,000 ) (1,603,000 ) — — $ — $ — The following is a summary of the Company’s deferred tax assets and liabilities at December 31, 2015 and 2014: 2015 2014 Deferred tax assets - current: Stock-based compensation and other $ — $ 980,000 Net operating loss carry forwards 3,334,000 2,524,000 3,334,000 3,504,000 Less valuation allowance (5,858,000 ) (3,504,000 ) Net deferred tax assets $ — $ — A reconciliation between the expected tax expense (benefit) and the effective tax rate for the years ended December 31, 2015 and 204 are as follows: 2015 2014 Statutory federal income tax rate (34 %) (34 %) State taxes, net of federal income tax (4 %) (4 %) Effect of change in valuation allowance (7 %) (7 %) Non deductible expenses and other 45 % 45 % 0 % 0 % As of December 31, 2015, the Company had a tax net operating loss carry forward of approximately $12,851,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382. |
Stockholders' deficit
Stockholders' deficit | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' deficit | 11. Stockholders’ deficit: Common stock: During the year ended on December 31, 2014, the Company issued 12,427,352 shares of common stock upon the conversion of $822,767 of debentures payable and accrued and unpaid interest. During the year ended on December 31, 2015, the Company issued 2,810,437,696 shares of common stock upon the conversion of $369,138 of debentures payable and accrued and unpaid interest and the cashless exercise of warrants. Effective February 2, 2015, the Company completed a one share for six hundred share (1 for 600) reverse split of its common stock. All per share figures in these statements have been adjusted to reflect the effects of the reverse split. Preferred stock The Company is authorized to issue 5,000,000 shares of preferred stock. On October 19, 2012, the Board of Directors approved the filing of a Certificate of Designation (“COD”) establishing the designations, preferences, limitations and relative rights for 1,000,000 shares of the Company’s Class A Preferred Stock. As of December 31, 2013 there were 819,000 shares of Class A preferred stock outstanding. The shares have been pledged as collateral by CCC (the sole holder of the shares) and subsequently pledged the 819,000 shares of Class A Preferred stock they own as collateral in conjunction with the issuance of the $50,000 convertible note issued to Flux Carbon Starter Fund, LLC. The COD for Class A Preferred stock states; each share of the Class A Preferred Stock shall be entitled to a number of votes determined at any time and from time to time determined as follows: any holder of Class A Preferred Stock can vote such shares as if converted based on the Conversion Rights in below. The Class A Preferred Stock shall have a right to vote on all matters presented or submitted to the Corporation’s stockholders for approval in pari passu with holders of the Corporation’s common stock, and not as a separate class. Each share of the Class A Preferred Stock shall automatically convert (the “Conversion”) into shares of the Corporation’s common stock at the moment there are sufficient authorized and unissued shares of common stock to allow for the Conversion. The number of shares of common stock to which a holder of Class A Preferred Stock shall be entitled upon a conversion shall equal the product obtained by (a) multiplying the number of fully diluted common shares by twenty five hundredths (0.25), then (b) multiplying the result by a fraction, the numerator of which will be the number of shares of Class A Preferred stock being converted and the denominator of which will be the number of authorized shares of Class A Preferred stock. As of December 31, 2014 and 2015 there are 819,000 shares of Class A Preferred stock outstanding. On December 14, 2012, Board of Directors approved the filing of a COD establishing the designations, preferences, limitations and relative rights of the Company’s Class B Preferred Stock. The COD allows the Board of Directors in its sole discretion to issue up to 2,000,000 shares of Class B Preferred Stock. Effective January 21, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Class C Preferred Stock (as defined and described below) (the “Class C Preferred Stock Shares”) to Mr. Fong or his assigns in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company does not have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the issuance of the Class C Preferred Stock Shares to Mr. Fong, or his assigns and the Super Majority Voting Rights (described below), Mr. Fong obtained voting rights over the Company’s outstanding voting stock which provides him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Fong will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of the Company’s assets, and also the power to prevent or cause a change in control. The interests of Mr. Fong may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Fong as an officer or Director of the Company due to the Super Majority Voting Rights. The Class C preferred stock provides no other rights to their holder(s) other than voting rights. The Company valued the 1,000 shares of Class B preferred stock at $106,673, based on an estimated control premium determined with reference to a third party study, that may be realized upon the sale of common stock, primarily similar to voting control as of the grant date. Stock options: The Company has a stock option plan (the “Plan”) which was approved by the Board of Directors in July 2004 and which permits the grant of shares to attract, retain and motivate employees, directors and consultants of up to 3,000 shares of common stock. Options are generally granted with an exercise price equal to the Company’s market price of its common stock on the date of the grant and vest immediately upon issuance. There were no options granted during the years ended December 31, 2015 and 2014. All options outstanding at December 31, 2015 are fully vested and exercisable. A summary of outstanding balances at December 31, 2014 and 2015 is as follows: Weighted- Weighted- Average Average Remaining Aggregate Intrinsic Options exercise price contractual life Value 1,650 $ 0.34 0.98 $ 0 Warrants: In conjunction with the March 27, 2014 convertible note, the Company also granted the lender the right to purchase at any time on or after each Issue Date until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share equal to $41,250 divided by the Market Price (as defined in the Note). These warrants shares were sold to two unrelated third parties during the year ended December 31, 2015 The warrant shares expire on the five year anniversary of the issuance and had an exercise price of of $0.0025 per share at issuance. The Company estimated the fair value of the warrant shares on the date of issuance at $26 based on the Black Scholes Option pricing method utilizing following assumptions: Estimated market value of common stock on measurement date: $0.0003 Exercise price: $0.00004 Risk free interest rate: 1.6% Term in years: 3.28 years Expected volatility: 482% Expected dividends: 0.00% A summary of warrant activity is shown in the table below: Number of Fair value at Issuance March 27, 2014 105,514 Fair Value at December 31, 2014 105,514 Cashless exercise of warrants (17,500 ) Fair value at December 31, 2015 88,014 |
Prior events
Prior events | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Prior events | 12 Prior events: Asset sale: On December 22, 2005, FFFC and Chex entered into an Asset Purchase Agreement (the “APA”) with Game Financial Corporation (“Game”), pursuant to which FFFC and Chex agreed to sell all of its cash access contracts and certain related assets, which represented substantially all the assets of Chex. Such assets also represented substantially all of the operating assets of the Company on a consolidated basis. On January 31, 2006, FFFC and Chex completed the sale (the “Asset Sale”) for $14 million pursuant to the APA and received net cash proceeds of $12,642,784, after certain transaction related costs and realized a pre-tax book gain of $4,145,835. As a result of the Asset Sale, the Company has no substantial continuing operations. Therefore, the Company is not reporting and accounting for the sale of Chex’s assets as discussed in discontinued operations. Additionally, FFFC and Chex entered into a Transition Services Agreement (the “TSA”) with Game pursuant to which FFFC and Chex agreed to provide certain services to Game to ensure a smooth transition of the sale of the cash-access financial services business. Pursuant to the APA and the TSA, FFFC and Chex owed Game approximately $300,000. Game, FFFC and Chex agreed to settle the balance due for $275,000 (included in accounts payable on the balance sheet presented herein) with payment terms. FFFC and Chex have not made any of the payments stipulated in the settlement and subsequently Game filed a complaint against Chex, FFFC and Hydrogen Power Inc. (“HPI”) seeking approximately $318,000. The Company has agreed to a judgment of $329,146, comprised of the $275,000, attorney fees of $15,277 (included in accounts payable on the balance sheet presented herein, and attorney fees of $38,869 (included in accrued liabilities on the balance sheet presented herein). FFFC and Chex have agreed to indemnify HPI. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | 13. Related party transactions: Management and director fees: For the years ended December 31, 2015 and 2014, the Company accrued expenses of $150,000 and $127,500, respectively, for our Chairman, Mr. Fong’s services. Mr. Fong received $159,695 and $110,941 in cash payments for the years ended December 31, 2015 and 2014, respectively. In November 2013, the Company issued a convertible promissory note to Mr. Fong in payment of $35,000 of accrued and unpaid fees. As of December 31, 2015, Mr. Fong is owed $25,500 for these services, included in accrued expenses on the balance sheet. Notes payable: As disclosed in Note 5, the Company has issued notes payable to various related parties. All additions and payments are made in cash, and no conversions occurred during the years ended December 31, 2014 and 2015. The balances of December 31, 2014 and 2015, and the activity for the years ended December 31, 2014 and 2015 follows: Noteholder Balance 12/31/13 Additions Payments Balance 12/31/14 Gulfstream Financial Partners (1) $ 1,750 $ — $ 1,750 $ — HPI Partners (1) 144,725 — 81,000 63,725 AFPW (1) 6,953 — 6,953 — Henry Fong (2) 2,088 15,000 17,088 — HF Services (1) 4,150 — 4,150 — SurgLine Int’l (1) 10,672 — — 10,672 Total $ 170,338 $ 15,000 $ 110,941 $ 74,397 Noteholder Balance 12/31/14 Additions Payments Sold Balance 12/31/15 MV Knight (3) $ — $ 8,900 $ — $ — $ 8,900 HPI Partners (1) 63,725 — 63,330 — 395 Henry Fong (2) — 3,000 — — 3,000 HF Services (1) — 15,000 14,700 — 300 SurgLine Int’l (1) 10,672 — — — 10,672 Total $ 74,397 $ 26,900 $ 78,030 $ — $ 23,267 (1) Mr. Henry Fong, an officer and director of the Company, is also an officer, director or control person of these entities. (2) An officer or director of the Company. (3) Related to an officer and director of the company |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment reporting | 14 Segment reporting: During the years ended December 31, 2015 and 2014, Brawnstone, in which the Company owns a 70% interest, is a licensed armed security, private investigation, security technology solution provider and tactical training company servicing active accounts with several Government affiliated HUD housing establishments, schools, and industrial facilities across the Ohio region. Nova, a wholly owned subsidiary of the Company, was formed to design, market and service credit card products aimed at the sub-prime market consisting mainly of consumers who may not qualify for traditional credit card products. Nova charges a monthly fee on active cards and receives proceeds, if any, from Merrick Bank after their bank charges for servicing the cred it cards. The accounting policies of the segments are the same as those described in the Note 1. The Company’s reportable segments are strategic business units that offer products. For the year ended December 31, 2014, segment results are as follows: Brawnstone (from acquisition on July 24, 2014) Nova Corporate Total Net Revenues $ 535,629 $ 27,246 $ — $ 562,875 Cost of sales 439,820 25,483 — 465,303 Operating costs 150,136 — 572,860 722,996 Other non-cash items: Other expense — — 2,055,576 2,055,576 Segment income or (loss) (54,327 ) 1,763 (2,628,436 ) (2,681,000 ) Segment assets $ 146,873 $ 41,046 $ 288,519 $ 476,438 For the year ended December 31, 2015, segment results are as follows: Brawnstone Nova Corporate Total Net Revenues $ 797,929 $ 24,244 $ — $ 822,173 Cost of sales 574,606 25,052 — 599,691 Operating costs 257,047 — 369,588 626,635 Other non-cash items: Other expense 8,729 — 2,136,712 2,145,441 Segment loss (42,453 ) (841 ) (2,506,300 ) (2,549,594 ) Segment assets $ 76,620 $ 51,047 $ 370,853 $ 498,520 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | 15 Subsequent events: On March 21, 2016, the Company and Paymaster Limited reached a settlement for the transfer of Paymaster’s Cumulative Convertible Redeemable Preference Shares (the “Preferred Shares”) initially acquired by the Company on March 30, 2011. The Preferred Shares were initially transferred to the Company in exchange for an agreement to restructure a note receivable (the “Note”). Pursuant to the agreement, the parties agreed to convert the remaining balance of $339,575 of the Note receivable into the Preferred Shares with a value of $400,000, and an annual dividend of 7.5% over thirty-six (36) months. The Company has recorded the investment at $89,575, net of a valuation allowance of $250,000, the same historical carrying value on the Company’s balance sheet as the note. The last dividend the Company has received was the quarterly dividend for the quarter ended June 30, 2012. In the March 21, 2016 agreement, the Company agreed to return the Preferred Shares to Paymaster in exchange for a one-time payment of $275,000. The company received this cash payment during the first quarter of 2016 and will report a gain on the transaction. Between January 1, 2016 and May 13, 2016, 1,936,628,386 shares of common stock were issued upon conversion of $77,516 in debentures payable and $2,637 in accrued and unpaid interest. From January 1, 2016 through May 31, 2016, the Company received $15,000 from the issuance of an $18,000 convertible promissory note, which may cause dilution to our stockholders. The conversion price for this note is equal to 50% of the average of the three lowest closing bid prices of the Common Stock as reported on the exchange which the Company’s shares are traded, for any of the twenty previous trading days including the day upon which a Notice of Conversion is received by the Company. Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements. |
Summary of significant accoun23
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation: The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“USGAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. |
Cash and cash equivalents | Cash and cash equivalents: For the purpose of the financial statements, the Company considers all highly-liquid investments with an original maturity three-months or less to be cash equivalents. |
Fixed assets | Fixed assets: Fixed Assets are stated at historical cost less depreciation. Cost of acquisition is inclusive of taxes, duties, freight, installation and allocated incidental expenditure during construction/ acquisition. |
Accounts receivables and revenue recognition | Accounts receivables and revenue recognition: Accounts receivables are stated at cost plus refundable and earned fees (the balance reported to customers), reduced by allowances for refundable fees and losses. Fees (revenues) are accrued monthly on active credit card accounts and included in accounts receivables, net of estimated uncollectible amounts. Accrual of income is discontinued on credit card accounts that have been closed or charged off. Accrued fees on credit card loans are charged off with the card balance, generally when the account becomes 90 days past due. The allowance for losses is established through a provision for losses charged to expenses. Credit card receivables are charged against the allowance for losses when management believes that collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. This evaluation also takes into consideration such factors as changes in the volume of the loan portfolio, overall portfolio quality and current economic conditions that may affect the borrowersÂ’ ability to pay. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. The Company recognizes sale and service revenue when there is persuasive evidence of an arrangement with the customer which states a fixed or determinable price and terms, delivery of the product has occurred or the service performed in accordance with the terms of the sale, and collectability of the sale is reasonably assured. The Company has entered into agreements calling for services to be available to the customer for a period of time. In these cases, revenue is recognized over the life of the agreement. Prepaid services are shown as deferred revenues until services are performed. |
Long-lived assets | Long-lived assets: |
Goodwill | Goodwill: Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in an acquisition. Accounting Standards Codification (“ASC”)-350-30-50 “Goodwill and Other Intangible Assets” requires the testing of goodwill and indefinite-lived intangible assets for impairment at least annually. The Company tests goodwill for impairment at least annually. Per ASC 350, management has opted to follow the guidance provided by ASU 2011-08, the qualitative assessment for testing goodwill for impairment that may allow companies to skip the annual two-step test. ASC 350 requires companies to test goodwill for impairment annually, and more frequently if indicators of impairment exist. Testing goodwill for impairment requires companies to compare the fair value of a reporting unit with its carrying amount, including goodwill. ASU 2011-08 allows companies to qualitatively assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount. If that is the case, the company would have to perform the annual two-step impairment test. Management analyzed macro and micro economic conditions that may affect the Brawnstone reporting unit, as well as Brawnstones current and past financial performance. Taking the relevant events and circumstances described in addition to the prescribed guidance of ASU 2011-08, Management does not believe it is more likely than not that the carrying amount of the Brawnstone reporting unit exceeds its FV. As such, a Step 1 analysis is not required at this time and no impairment has been recognized as of December 31, 2015. |
Investment in Unconsolidated Investee | Investment in Unconsolidated Investee The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the stock of an investee at cost, and adjusts the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor's share of changes in the investee's capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. |
Noncontrolling interest | Noncontrolling interest: |
Loss per share | Loss per share: |
Use of estimates | Use of estimates: |
Fair value of financial instruments | Fair value of financial instruments: The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments. The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. |
Accounting for obligations and instruments potentially settled in the Company's common stock | Accounting for obligations and instruments potentially settled in the CompanyÂ’s common stock: The Company accounts for obligations and instruments potentially to be settled in the Company's stock in accordance with ASC Topic 815, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a CompanyÂ’s Own Stock. Under ASC Topic 815, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date. |
Stock-based compensation | Stock-based compensation: The Company has one stock option plan approved by FFFC’s Board of Directors in 2004, and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements. The Company accounts for its stock based compensation under ASC 718 “Compensation- Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the Black Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. There were no options granted during the years ended December 31, 2015 and 2014. The Company’s stock option plan is more fully described in Note 11. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company’s tax years subsequent to 2006 remain subject to examination by federal and state tax jurisdictions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations |
Reclassifications | Reclassifications: Certain prior period balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' deficiency. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted: |
Concentration of revenue (Table
Concentration of revenue (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Customer concentration risk | Accounts Receivable % of Total Revenues as of December 31, 2015 Customer A 13.04 % $ — Customer B 12.01 % $ 20,428 Customer C 9.14 % $ 13,936 Customer D 7.92 % $ — Customer E 6.62 % $ 1,711 |
Equity-method investment (Table
Equity-method investment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unaudited financial information for Pure Grow | December 31, 2015 ASSETS Cash and cash equivalents $ 90,463 Accounts Payable 40,482 Inventory 23,202 Prepaid Assets 3,000 Total assets $ 81,023 LIABILITIES AND MEMBERS' EQUITY Accounts payable and accrued expenses $ 12,251 Members' equity 181,200 Net Loss (112,428 ) Total liabilities and members' equity $ 81,023 For the Period from May 15, 2015 Through December 31, 2015 STATEMENT OF OPERATIONS Revenues $ 20 Cost of sales 13,500 Gross profit (13,480 ) Operating expenses 98,948 Operating loss (112,428 ) Other expense — Net loss $ (112,428 ) Ownership interest (rounded) 49 % Share of net loss $ (55,090 ) Investment $ 166,910 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 2015 2014 Legal fees $ 23,594 $ 23,594 Interest 3,850,583 3,336,669 Consultants and advisors 186,198 157,024 Registration rights 98,013 98,013 Other 145,495 118,729 $ 4,303,883 $ 3,734,029 |
Promissory notes, including r27
Promissory notes, including related parties and debenture payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Promissory notes, including related parties | 2015 2014 Promissory notes payable: Various, including related parties of $50,767 (2015) and $74,397 (2014); interest rate ranging from 8% to 10% [A] $ 113,842 $ 107,672 Notes payable; interest rates ranging from 9% to 15%; interest payable quarterly; the notes are unsecured, matured on February 28, 2008; currently in default and past due [B] 2,090,719 2,090,719 $ 2,204,561 $ 2,198,391 |
Summary of derivative liabilities related to convertible notes | Derivative Liability Balance 12/31/14 Initial Derivative Liability Redeemed convertible notes Fair value change- Year ended 12/31/15 Derivative Liability Balance 12/31/15 $ 1,057,602 668,956 (1,028,790 ) 662,074 $ 1,359,843 |
Summary of debentures payable | 2015 Face Value 2014 Face Value 2012 and 2013 Notes $ 80,075 $ 88,075 2014 Notes $ 507,619 $ 709,999 2015 Notes $ 599,597 $ — Note discount $ (137,106 ) $ (135,431 ) Total $ 1,050,135 $ 662,643 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Income tax expense | 2015 2014 Current: Federal $ — $ — State — — — — Deferred: Federal 1,134,000 1,445,000 State 124,000 158,000 Valuation allowance (1,258,000 ) (1,603,000 ) — — $ — $ — |
Deferred tax assets and liabilities | 2015 2014 Deferred tax assets - current: Stock-based compensation and other $ — $ 980,000 Net operating loss carry forwards 3,334,000 2,524,000 3,334,000 3,504,000 Less valuation allowance (5,858,000 ) (3,504,000 ) Net deferred tax assets $ — $ — |
Effective tax rate reconciliation | 2015 2014 Statutory federal income tax rate (34 %) (34 %) State taxes, net of federal income tax (4 %) (4 %) Effect of change in valuation allowance (7 %) (7 %) Non deductible expenses and other 45 % 45 % 0 % 0 % |
Stockholders' deficit (Tables)
Stockholders' deficit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of outstanding balances | Weighted- Weighted- Average Average Remaining Aggregate Intrinsic Options exercise price contractual life Value 1,650 $ 0.34 0.98 $ 0 |
Summary of warrant activity | Number of Fair value at Issuance March 27, 2014 105,514 Fair Value at December 31, 2014 105,514 Cashless exercise of warrants (17,500 ) Fair value at December 31, 2015 88,014 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Activity of notes payable to related parties | Noteholder Balance 12/31/13 Additions Payments Balance 12/31/14 Gulfstream Financial Partners (1) $ 1,750 $ — $ 1,750 $ — HPI Partners (1) 144,725 — 81,000 63,725 AFPW (1) 6,953 — 6,953 — Henry Fong (2) 2,088 15,000 17,088 — HF Services (1) 4,150 — 4,150 — SurgLine Int’l (1) 10,672 — — 10,672 Total $ 170,338 $ 15,000 $ 110,941 $ 74,397 Noteholder Balance 12/31/14 Additions Payments Sold Balance 12/31/15 MV Knight (3) $ — $ 8,900 $ — $ — $ 8,900 HPI Partners (1) 63,725 — 63,330 — 395 Henry Fong (2) — 3,000 — — 3,000 HF Services (1) — 15,000 14,700 — 300 SurgLine Int’l (1) 10,672 — — — 10,672 Total $ 74,397 $ 26,900 $ 78,030 $ — $ 23,267 |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment results | For the year ended December 31, 2014, segment results are as follows: Brawnstone (from acquisition on July 24, 2014) Nova Corporate Total Net Revenues $ 535,629 $ 27,246 $ — $ 562,875 Cost of sales 439,820 25,483 — 465,303 Operating costs 150,136 — 572,860 722,996 Other non-cash items: Other expense — — 2,055,576 2,055,576 Segment income or (loss) (54,327 ) 1,763 (2,628,436 ) (2,681,000 ) Segment assets $ 146,873 $ 41,046 $ 288,519 $ 476,438 For the year ended December 31, 2015, segment results are as follows: Brawnstone Nova Corporate Total Net Revenues $ 797,929 $ 24,244 $ — $ 822,173 Cost of sales 574,606 25,052 — 599,691 Operating costs 257,047 — 369,588 626,635 Other non-cash items: Other expense 8,729 — 2,136,712 2,145,441 Segment loss (42,453 ) (841 ) (2,506,300 ) (2,549,594 ) Segment assets $ 76,620 $ 51,047 $ 370,853 $ 498,520 |
Business and organization, as32
Business and organization, asset sale, and going concern and management's plans (Details Narrative) - USD ($) | 12 Months Ended | 14 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2015 | May. 15, 2015 | Dec. 31, 2014 | Jul. 24, 2014 | Feb. 07, 2014 | Jan. 21, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Class C Preferred Stock issued to sole officer and Director | 1,000 | ||||||
Sole officer and Director's percentage of voting shares | 51.00% | ||||||
Interest in CCBS exchanged to Company for one year consulting agreement | 9.90% | ||||||
Interest in Cannabis Angel exchanged to Company for consulting agreement with MBS | 49.00% | ||||||
Brawnstone Security, LLC Purchase | |||||||
Ownership percentage | 70.00% | ||||||
Purchase price for ownership | $ 160,000 | ||||||
Cash reimittance to complete purchase | 100,000 | ||||||
Note payable issued to complete purchase, amount | $ 60,000 | ||||||
Note payable issued to complete purchase, interest rate | 8.00% | ||||||
Accrued expenses assumed | $ 181,083 | ||||||
Total purchase price | 341,083 | ||||||
Cash allocated | 133,806 | ||||||
Accounts receivable allocated | 120,965 | ||||||
Prepaid expenses allocated | 950 | ||||||
Goodwill allocated | $ 85,312 | $ 85,312 | $ 85,312 | $ 85,312 | |||
Licensing Agreement with Chongson, Inc. | |||||||
Minimum royalty fee to be paid montly by Company | $ 5,000 | ||||||
Cash paid against accrued royalty expenses | 45,000 | ||||||
Accrued royalty expenses, total | $ 60,000 | ||||||
Pure Grow Systems, LLC Interest Acquisition | |||||||
Interest percentage acquired | 49.00% | ||||||
Interest purchase price | $ 250,000 | ||||||
Convertible note issued to CareBourn Capital, LP | 128,000 | ||||||
Convertible note issued to Pure Energy Inc. | 125,000 | ||||||
Amounts remitted by company in acquisition of minority stake | $ 222,000 |
Going concern and management'33
Going concern and management's plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (2,537,158) | $ (2,664,702) |
Working capital deficit | (12,452,826) | |
Accumulated deficit | $ (29,813,617) | $ (27,292,757) |
Summary of significant accoun34
Summary of significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ (37,050) | |
Antidilutive common shares excluded from computation of loss per share | 25,179,598,731 | 24,847,967 |
Concentration of revenue - Cust
Concentration of revenue - Customer concentration risk (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Customer A | |
Concentration risk of total revenues | 13.04% |
Accounts receivable | |
Customer B | |
Concentration risk of total revenues | 12.01% |
Accounts receivable | $ 20,428 |
Customer C | |
Concentration risk of total revenues | 9.14% |
Accounts receivable | $ 13,936 |
Customer D | |
Concentration risk of total revenues | 7.92% |
Accounts receivable | |
Customer E | |
Concentration risk of total revenues | 6.62% |
Accounts receivable | $ 1,711 |
Notes receivable (Details Narra
Notes receivable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 19, 2014 | Feb. 20, 2014 | |
Receivables [Abstract] | |||
Promissory note value | $ 25,000 | $ 40,000 | |
Promissory note interest rate | 12.00% | 8.00% | |
Amount of note receivable deemed uncollectable and netted against outstanding convertible debenture payable | $ 40,000 | ||
Remainging amount of note receivable deemed uncollectable and expensed | $ 22,050 | ||
Advance loaned for promissory note | $ 25,000 | ||
Monthly payments for promissory note | $ 500 |
Long term investments (Details
Long term investments (Details Narrative) - USD ($) | Nov. 05, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 24, 2014 | Mar. 30, 2011 |
Restructure of Paymaster Note | ||||||
Note receivable value | $ 339,575 | |||||
Cumulative Convertible Redeemable Preference Shares | $ 400,000 | |||||
Preference Shares, annual dividend rate | 7.50% | |||||
Paymaster shares converted from Preference Shares | 11,100 | |||||
Long-term Investment | $ 89,575 | |||||
Valuation allowance | $ 250,000 | |||||
Proceeds received from redemption of preferred shares | $ 275,000 | |||||
Brawnstone Security, LLC Purchase | ||||||
Ownership percentage | 70.00% | |||||
Purchase price for ownership | $ 160,000 | |||||
Cash reimittance to complete purchase | 100,000 | |||||
Note payable issued to complete purchase, amount | $ 60,000 | |||||
Note payable issued to complete purchase, interest rate | 8.00% | |||||
Cash and cash equivalents assumed in acquisition | $ 133,806 | |||||
Accounts receivable assumed in acquisition | 120,965 | |||||
Other assets assumed in acquisition | 950 | |||||
Goodwill allocated | $ 85,312 | $ 85,312 | $ 85,312 | |||
WMII, Inc. Equity Stake Acquisition | ||||||
Equity stake acquired | 49.00% | |||||
Cash paid in closing the acquisition | $ 15,000 | |||||
Investment in unconsolidated investee written off due to WMII discontinuing operations | $ (15,000) |
Equity-method investment - Unau
Equity-method investment - Unaudited financial information for Pure Grow (Details) - Pure Grow | 12 Months Ended |
Dec. 31, 2015USD ($) | |
ASSETS | |
Cash and cash equivalents | $ 90,463 |
Accounts Payable | 40,482 |
Inventory | 23,202 |
Prepaid Assets | 3,000 |
Total assets | 81,023 |
LIABILITIES AND MEMBERS' EQUITY | |
Accounts payable and accrued expenses | 12,251 |
Members' equity | 181,200 |
Net Loss | (112,428) |
Total liabilities and members' equity | 81,023 |
STATEMENTS OF OPERATIONS | |
Revenues | 20 |
Cost of sales | 13,500 |
Gross profit | (13,480) |
Operating expenses | 98,948 |
Operating loss | $ (112,428) |
Other expense | |
Net loss | $ (112,428) |
Ownership interest (rounded) | 49.00% |
Share of net loss | $ (55,090) |
Investment | $ 166,910 |
Equity-method investment (Detai
Equity-method investment (Details Narrative) - Pure Grow - USD ($) | May. 15, 2015 | Dec. 31, 2015 | May. 29, 2015 |
Cash paid for acquisition | $ 250,000 | ||
Convertible note issued | $ 128,000 | $ 125,000 | |
Amounts remitted by company in acquisition of minority stake | $ 222,000 | ||
Carrying value of acquisition | 166,910 | ||
Equity method loss recognized | $ (55,090) |
Accrued liabilities - Accrued l
Accrued liabilities - Accrued liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Legal fees | $ 23,594 | $ 23,594 |
Interest | 3,850,583 | 3,336,669 |
Consultants and advisors | 186,198 | 157,024 |
Registration rights | 98,013 | 98,013 |
Other | 145,495 | 118,729 |
Accrued liabilities, net | $ 4,303,883 | $ 3,734,029 |
Accrued liabilities (Details Na
Accrued liabilities (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 4,303,883 | $ 3,734,029 |
Promissory notes, including r42
Promissory notes, including related parties and debenture payable - Promissory notes, including related parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Various promissory notes | $ 113,842 | $ 107,672 |
Various promissory notes, related parties portion | $ 50,767 | $ 74,397 |
Various promissory notes, interest rate range minimum | 8.00% | 8.00% |
Various promissory notes, interest rate range maximum | 10.00% | 10.00% |
Notes payable | $ 2,090,719 | $ 2,090,719 |
Notes payable, interest rate range minimum | 9.00% | 9.00% |
Notes payable, interest rate range maximum | 15.00% | 15.00% |
Convertible promissory notes, total | $ 2,204,561 | $ 2,198,391 |
Promissory notes, including r43
Promissory notes, including related parties and debenture payable - Summary of derivative liabilities related to convertible notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative liability balance | $ (1,359,843) | $ (1,057,602) |
Fair value change | 734,182 | 386,579 |
Fair Value - Total | ||
Derivative liability balance | 1,359,843 | 1,057,602 |
Initial derivative liability | $ 668,956 | |
Redeemed convertible notes | (1,028,790) | |
Fair value change | $ 662,074 |
Promissory notes, including r44
Promissory notes, including related parties and debenture payable - Summary of debentures payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debentures payable, Balances | $ 1,050,135 | $ 662,643 |
Face Value - 2012 and 2013 Notes | ||
Debentures payable, Balances | 80,075 | 88,075 |
Face Value - 2014 Notes | ||
Debentures payable, Balances | 507,619 | $ 709,999 |
Face Value - 2015 Notes | ||
Debentures payable, Balances | 599,597 | |
Face Value - Note discount | ||
Debentures payable, Balances | (137,106) | $ (135,431) |
Face Value - Total | ||
Debentures payable, Balances | $ 1,050,135 | $ 662,643 |
Promissory notes, including r45
Promissory notes, including related parties and debenture payable (Details Narrative) - USD ($) | Aug. 19, 2009 | Jan. 31, 2008 | Apr. 30, 2007 | Feb. 28, 2007 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||||||
Notes issued | $ 158,361 | |||||
Notes issued to related parties | 26,900 | |||||
Payments on notes | 145,924 | |||||
Payments on notes, related parties portion | 78,030 | |||||
Original due date of Promissory Notes | Feb. 28, 2007 | |||||
Amount of Promissory Notes renewed | 283,000 | |||||
Restructured Notes | $ 1,825,000 | |||||
Accrued expense to compensate financial advisor | $ 36,500 | |||||
Stock issued to financial advisor as compensation, shares | 150,000 | |||||
Restructured Notes, interest rate | 15.00% | |||||
Restructured Notes, default interest rate | 20.00% | |||||
Accrued interest on Promissory Notes included in accrued expenses | $ 3,644,686 | $ 3,224,686 | ||||
Amounts of Restructured Notes guaranteed by chairman of the board and two non-related individuals | $ 2,000,000 | |||||
Warrants granted in consideration of guarantees, shares available for purchase | 1,600,000 | |||||
Warrants granted in consideration of guarantees, exercise price | $ 0.50 | |||||
Warrants expiration date | Mar. 31, 2010 | |||||
Claim filed against Company and guarantors by financial advisor and holders of Restructured Notes, principal and per diem interest at default rate beginning January 22, 2008 | $ 1,946,250 | |||||
Claim filed against Company and guarantors by financial advisor and holders of Restructured Notes, unpaid fees | $ 37,000 | |||||
Amount of judgment, principal and interest on notes | $ 2,487,250 | |||||
Amount of judgment, related claims | 40,920 | |||||
Amount of judgment, attorney's fees and expenses | $ 124,972 |
Promissory notes, including r46
Promissory notes, including related parties and debenture payable - Subsidiary notes payable (Details) - USD ($) | 2 Months Ended | 4 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Oct. 27, 2015 | Aug. 24, 2015 | |
Subsidiary notes payable (1) | ||||
Note payable issued by Brawnstone, amount | $ 50,000 | |||
Interest rate | 60.00% | |||
Due date | Feb. 24, 2016 | |||
Proceeds received | $ 49,005 | |||
Loan origination fees | 995 | |||
Total payback amount for note | $ 67,500 | 67,500 | ||
Principal paid | 31,349 | |||
Interest paid | 10,972 | |||
Remaining principal balance | $ 25,179 | 25,179 | ||
Subsidiary notes payable (2) | ||||
Note payable issued by Brawnstone, amount | $ 40,000 | |||
Interest rate | 60.00% | |||
Due date | Jun. 27, 2016 | |||
Proceeds received | $ 39,205 | |||
Loan origination fees | 795 | |||
Total payback amount for note | 53,200 | 53,200 | ||
Principal paid | 9,286 | |||
Interest paid | 3,064 | |||
Remaining principal balance | $ 40,850 | $ 40,850 |
Promissory notes, including r47
Promissory notes, including related parties and debenture payable - 2012 Notes (Details Narrative) - David Schaper note - USD ($) | Nov. 02, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 |
Convertible promissory note, original amount issued | $ 269,858 | |||
Convertible promissory note, interest per annum | 8.00% | |||
Convertible promissory note, outstanding balance | $ 3,000 | $ 3,000 | ||
Common stock issued upon conversion of note, shares | 2,240,336 | 6,986,723 | ||
Common stock issued upon conversion of note, value | $ 163,670 | $ 103,188 |
Promissory notes, including r48
Promissory notes, including related parties and debenture payable - 2013 Notes (Details Narrative) - USD ($) | Mar. 06, 2014 | Nov. 23, 2013 | Oct. 19, 2013 | Oct. 02, 2013 | Aug. 23, 2013 | Mar. 15, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Accredited investor note (1) | ||||||||
Convertible promissory note, original amount issued | $ 46,000 | |||||||
Convertible promissory note, interest per annum | 8.00% | |||||||
Convertible promissory note, default interest per annum | 12.00% | |||||||
Convertible promissory note, outstanding balance | $ 26,575 | $ 26,575 | ||||||
Common stock issued upon conversion of note, shares | 516,194 | |||||||
Common stock issued upon conversion of note, value | $ 19,425 | |||||||
David Schaper August note | ||||||||
Convertible promissory note, original amount issued | $ 6,000 | |||||||
Convertible promissory note, interest per annum | 8.00% | |||||||
Convertible promissory note, outstanding balance | 2,000 | $ 2,000 | ||||||
Common stock issued upon conversion of note, shares | 66,667 | |||||||
Common stock issued upon conversion of note, value | $ 4,000 | |||||||
Accredited investor note (2) | ||||||||
Convertible promissory note, original amount issued | $ 3,000 | |||||||
Convertible promissory note, interest per annum | 8.00% | |||||||
Convertible promissory note, outstanding balance | $ 3,000 | 3,000 | ||||||
GEL Properties, LLC notes | ||||||||
Convertible promissory note, original amount issued | $ 102,500 | |||||||
Convertible promissory note, interest per annum | 8.00% | |||||||
Secured promissory note issued to Company | $ 50,000 | |||||||
Secured promissory note issued to Company, amount funded | $ 50,000 | |||||||
GEL Properties, LLC notes | ||||||||
Convertible promissory note, outstanding balance | $ 69,205 | |||||||
Common stock issued upon conversion of note, shares | 25,979,349 | 944,260 | ||||||
Common stock issued upon conversion of note, value | $ 19,205 | $ 83,295 | ||||||
Common stock issued upon conversion of note, value of accrued and unpaid interest | 2,863 | |||||||
Mr. Fong note | ||||||||
Convertible promissory note, original amount issued | $ 35,000 | |||||||
Convertible promissory note, interest per annum | 8.00% | |||||||
Convertible promissory note, outstanding balance | $ 35,000 | |||||||
Mr. Hollander note | ||||||||
Convertible promissory note, original amount issued | $ 30,000 | |||||||
Convertible promissory note, interest per annum | 8.00% | |||||||
Convertible promissory note, outstanding balance | ||||||||
Common stock issued upon conversion of note, shares | 93,361,463 | 383,333 | ||||||
Common stock issued upon conversion of note, value | $ 8,000 | $ 22,000 | ||||||
Common stock issued upon conversion of note, value of accrued and unpaid interest | $ 1,767 |
Promissory notes, including r49
Promissory notes, including related parties and debenture payable - 2014 Notes (Details Narrative) - USD ($) | Dec. 29, 2014 | Dec. 23, 2014 | Dec. 04, 2014 | Dec. 02, 2014 | Nov. 03, 2014 | Oct. 09, 2014 | Sep. 19, 2014 | Aug. 28, 2014 | Jul. 22, 2014 | Jul. 16, 2014 | Jul. 11, 2014 | May. 17, 2014 | Apr. 24, 2014 | Apr. 02, 2014 | Mar. 27, 2014 | Mar. 04, 2014 | Feb. 20, 2014 | Feb. 11, 2014 | Jan. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Note principal paid | $ 78,030 | ||||||||||||||||||||
Mr. Fong note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 25,500 | ||||||||||||||||||||
Convertible promissory note, outstanding balance | 10,500 | $ 10,500 | |||||||||||||||||||
Common stock issued upon conversion of note, shares | 500,000 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 15,000 | ||||||||||||||||||||
Notes issued in exchange for previously accrued legal fees | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 191,627 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | $ 155,319 | $ 179,127 | |||||||||||||||||||
Common stock issued upon conversion of note, shares | 314,318,871 | 416,667 | |||||||||||||||||||
Common stock issued upon conversion of note, value | $ 23,808 | $ 12,500 | |||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | $ 277 | ||||||||||||||||||||
LG Capital notes | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 80,000 | ||||||||||||||||||||
Convertible promissory note, outstanding balance | |||||||||||||||||||||
Common stock issued upon conversion of note, shares | 1,391,990 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 40,000 | ||||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 1,759 | ||||||||||||||||||||
Proceeds from debt issuance | 38,000 | ||||||||||||||||||||
Debt issuance costs | $ 2,000 | ||||||||||||||||||||
Debt issuance costs expensed and included in interest expense | 2,000 | ||||||||||||||||||||
Secured promissory note issued to Company | 40,000 | ||||||||||||||||||||
Carebourn Capital March 3rd note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 52,500 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | |||||||||||||||||||||
Common stock issued upon conversion of note, shares | 344,079,139 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 52,500 | ||||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 3,656 | ||||||||||||||||||||
Proceeds from debt issuance | $ 50,000 | ||||||||||||||||||||
Debt issuance costs | $ 2,500 | ||||||||||||||||||||
Initial derivative liability | 54,600 | ||||||||||||||||||||
Debt discount | 52,500 | ||||||||||||||||||||
Derivative expense | $ 2,100 | ||||||||||||||||||||
Typenex note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 831,000 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 10.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | $ 75,029 | ||||||||||||||||||||
Common stock issued upon conversion of note, shares | 4,405,110 | 558,333 | |||||||||||||||||||
Common stock issued upon conversion of note, value | $ 17,078 | $ 16,500 | |||||||||||||||||||
Secured promissory note issued to Company | $ 675,000 | ||||||||||||||||||||
Secured promissory note issued to Company, amount funded | 75,000 | ||||||||||||||||||||
Original issuer discount from beneficial conversion feature | $ 75,000 | ||||||||||||||||||||
Lender legal and other fees paid for by Company | $ 6,000 | ||||||||||||||||||||
Note conversion, price per share | $ 0.0025 | ||||||||||||||||||||
Amount of initial Tranche | $ 88,500 | ||||||||||||||||||||
Amount of nine (9) additional Tranches | 742,500 | ||||||||||||||||||||
Warrant value | $ 41,250 | ||||||||||||||||||||
Amortization of note | 39,600 | ||||||||||||||||||||
Carrying value of note, net of unamortized discount | 54,672 | ||||||||||||||||||||
Unamortized discount | $ 0 | ||||||||||||||||||||
Initial derivative liability | 559,687 | ||||||||||||||||||||
Debt discount | 477,187 | ||||||||||||||||||||
Derivative expense | 41,890 | ||||||||||||||||||||
Common stock issued, conversion of warrants outstanding, shares | 130,531,699 | ||||||||||||||||||||
Common stock issued, conversion of warrants outstanding, amount | $ 16,500 | ||||||||||||||||||||
Carebourn Capital LP notes | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 12,500 | $ 15,000 | |||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | 8.00% | |||||||||||||||||||
Convertible promissory note, outstanding balance | $ 5,670 | ||||||||||||||||||||
Common stock issued upon conversion of note, shares | 322,840,228 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 21,830 | ||||||||||||||||||||
Initial derivative liability | 28,600 | ||||||||||||||||||||
Debt discount | 27,500 | ||||||||||||||||||||
Derivative expense | 1,100 | ||||||||||||||||||||
WHC Capital, LLC note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 27,000 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | $ 18,425 | ||||||||||||||||||||
Common stock issued upon conversion of note, shares | 42,974,921 | 291,667 | |||||||||||||||||||
Common stock issued upon conversion of note, value | $ 18,425 | $ 8,575 | |||||||||||||||||||
Proceeds from debt issuance | $ 25,000 | ||||||||||||||||||||
Debt issuance costs | $ 2,000 | ||||||||||||||||||||
Initial derivative liability | 28,600 | ||||||||||||||||||||
Debt discount | 27,000 | ||||||||||||||||||||
Derivative expense | 1,600 | ||||||||||||||||||||
Auctus Private Equity Fund, LLC note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 42,750 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | $ 35,676 | ||||||||||||||||||||
Common stock issued upon conversion of note, shares | 2,564,562 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 7,028 | ||||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 2,155 | ||||||||||||||||||||
Proceeds from debt issuance | $ 37,750 | ||||||||||||||||||||
Debt issuance costs | $ 5,000 | ||||||||||||||||||||
Debt issuance costs expensed and included in interest expense | 288 | 4,722 | |||||||||||||||||||
Amortization of note | 2,372 | 40,333 | |||||||||||||||||||
Carrying value of note, net of unamortized discount | 35,676 | 40,333 | |||||||||||||||||||
Unamortized discount | 0 | 2,372 | |||||||||||||||||||
Initial derivative liability | 44,460 | ||||||||||||||||||||
Debt discount | 42,750 | ||||||||||||||||||||
Derivative expense | 1,710 | ||||||||||||||||||||
Unaffiliated accredited investor note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 50,000 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | $ 37,214 | ||||||||||||||||||||
Common stock issued upon conversion of note, shares | 112,049,963 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 12,786 | ||||||||||||||||||||
Amortization of note | 4,167 | 45,833 | |||||||||||||||||||
Carrying value of note, net of unamortized discount | 37,214 | ||||||||||||||||||||
Unamortized discount | 0 | 4,167 | |||||||||||||||||||
Initial derivative liability | 52,000 | ||||||||||||||||||||
Debt discount | 50,000 | ||||||||||||||||||||
Derivative expense | 2,000 | ||||||||||||||||||||
Carebourn Capital notes | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 27,500 | $ 27,500 | $ 27,500 | $ 52,500 | |||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||
Convertible promissory note, outstanding balance | 135,000 | ||||||||||||||||||||
Proceeds from debt issuance | 125,000 | ||||||||||||||||||||
Debt issuance costs | 10,000 | ||||||||||||||||||||
Debt issuance costs expensed and included in interest expense | 3,417 | ||||||||||||||||||||
Amortization of note | 80,292 | ||||||||||||||||||||
Carrying value of note, net of unamortized discount | 135,000 | 80,292 | |||||||||||||||||||
Unamortized discount | 0 | 27,208 | |||||||||||||||||||
Initial derivative liability | 143,100 | ||||||||||||||||||||
Debt discount | 125,000 | ||||||||||||||||||||
Derivative expense | 18,100 | ||||||||||||||||||||
Carebourn Partners notes | |||||||||||||||||||||
Amortization of note | $ 27,208 | ||||||||||||||||||||
LG Capital note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 26,500 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | |||||||||||||||||||||
Proceeds from debt issuance | 25,000 | ||||||||||||||||||||
Debt issuance costs | 1,500 | ||||||||||||||||||||
Debt issuance costs expensed and included in interest expense | 341 | ||||||||||||||||||||
Amortization of note | 12,072 | ||||||||||||||||||||
Carrying value of note, net of unamortized discount | $ 0 | 12,072 | |||||||||||||||||||
Unamortized discount | $ 0 | 14,428 | |||||||||||||||||||
Initial derivative liability | 28,090 | ||||||||||||||||||||
Debt discount | 26,500 | ||||||||||||||||||||
Derivative expense | 1,590 | ||||||||||||||||||||
LG Capital notes | |||||||||||||||||||||
Common stock issued upon conversion of note, shares | 63,288,178 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 26,500 | ||||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 1,317 | ||||||||||||||||||||
Debt issuance costs expensed and included in interest expense | 1,158 | ||||||||||||||||||||
Amortization of note | 14,863 | ||||||||||||||||||||
Unaffiliated accredited investor notes | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 25,000 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | 25,000 | ||||||||||||||||||||
Amortization of note | $ 3,889 | 21,111 | |||||||||||||||||||
Carrying value of note, net of unamortized discount | 25,000 | ||||||||||||||||||||
Unamortized discount | 0 | 21,111 | |||||||||||||||||||
Initial derivative liability | 26,000 | ||||||||||||||||||||
Debt discount | 25,000 | ||||||||||||||||||||
Derivative expense | $ 1,000 | ||||||||||||||||||||
Carebourn Capital December 4th note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 38,000 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | 38,000 | ||||||||||||||||||||
Amortization of note | 38,000 | ||||||||||||||||||||
Carrying value of note, net of unamortized discount | 38,000 | ||||||||||||||||||||
Unamortized discount | $ 0 | ||||||||||||||||||||
Initial derivative liability | 39,520 | ||||||||||||||||||||
Debt discount | $ 3,800 | ||||||||||||||||||||
Derivative expense | $ 1,520 | ||||||||||||||||||||
Carebourn Capital convertible promissory note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 7,500 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | |||||||||||||||||||||
Note principal paid | $ 7,500 | ||||||||||||||||||||
Note accrued interest paid | $ 190 | ||||||||||||||||||||
Pure Energy 714 note | |||||||||||||||||||||
Convertible promissory note, original amount issued | $ 25,000 | ||||||||||||||||||||
Convertible promissory note, interest per annum | 10.00% | ||||||||||||||||||||
Convertible promissory note, outstanding balance | |||||||||||||||||||||
Common stock issued upon conversion of note, shares | 670,039,250 | ||||||||||||||||||||
Common stock issued upon conversion of note, value | $ 26,251 | ||||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 281 | ||||||||||||||||||||
Proceeds from debt issuance | 25,000 | ||||||||||||||||||||
Amortization of note | $ 139 | 16,697 | |||||||||||||||||||
Carrying value of note, net of unamortized discount | 0 | 139 | |||||||||||||||||||
Unamortized discount | $ 0 | 24,861 | |||||||||||||||||||
Initial derivative liability | $ 26,250 | ||||||||||||||||||||
Debt discount | 25,000 | ||||||||||||||||||||
Derivative expense | $ 1,250 |
Promissory notes, including r50
Promissory notes, including related parties and debenture payable - 2015 Notes (Details Narrative) - USD ($) | Dec. 30, 2015 | Dec. 22, 2015 | Dec. 21, 2015 | Dec. 04, 2015 | Dec. 03, 2015 | Jul. 20, 2015 | Jun. 26, 2015 | Jun. 24, 2015 | Jun. 19, 2015 | Jun. 09, 2015 | May. 29, 2015 | May. 27, 2015 | May. 15, 2015 | May. 06, 2015 | Apr. 15, 2015 | Apr. 10, 2015 | Feb. 06, 2015 | Mar. 21, 2015 | Dec. 31, 2015 |
LG Capital 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 26,500 | ||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | $ 19,000 | ||||||||||||||||||
Common stock issued upon conversion of note, shares | 187,500,000 | ||||||||||||||||||
Common stock issued upon conversion of note, value | $ 7,500 | ||||||||||||||||||
Proceeds from debt issuance | 25,000 | ||||||||||||||||||
Debt issuance costs | 1,500 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | 441 | ||||||||||||||||||
Amortization of note | 24,574 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 19,000 | ||||||||||||||||||
Unamortized discount | 1,926 | ||||||||||||||||||
Initial derivative liability | 28,620 | ||||||||||||||||||
Debt discount | 26,500 | ||||||||||||||||||
Derivative expense | 2,120 | ||||||||||||||||||
Unrelated third party per a service contract | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 10,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 10,000 | ||||||||||||||||||
Amortization of note | 10,000 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 10,000 | ||||||||||||||||||
Unamortized discount | 0 | ||||||||||||||||||
Initial derivative liability | 11,200 | ||||||||||||||||||
Debt discount | 10,000 | ||||||||||||||||||
Derivative expense | 1,200 | ||||||||||||||||||
Carebourn Capital 2015 Notes | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 43,500 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 40,500 | ||||||||||||||||||
Original issue discount | $ 3,000 | ||||||||||||||||||
Amortization of note | 39,027 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 39,027 | ||||||||||||||||||
Unamortized discount | 1,473 | ||||||||||||||||||
Initial derivative liability | 45,360 | ||||||||||||||||||
Debt discount | 40,500 | ||||||||||||||||||
Derivative expense | 4,860 | ||||||||||||||||||
LG Capital 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 26,500 | ||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | $ 5,000 | ||||||||||||||||||
Common stock issued upon conversion of note, shares | 317,819,240 | ||||||||||||||||||
Common stock issued upon conversion of note, value | $ 21,500 | ||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 710 | ||||||||||||||||||
Proceeds from debt issuance | $ 25,000 | ||||||||||||||||||
Debt issuance costs | 1,500 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 1,383 | ||||||||||||||||||
Amortization of note | 26,500 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 5,000 | ||||||||||||||||||
Unamortized discount | 0 | ||||||||||||||||||
Initial derivative liability | 28,090 | ||||||||||||||||||
Debt discount | 26,500 | ||||||||||||||||||
Derivative expense | 1,590 | ||||||||||||||||||
Pure Energy 714 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 40,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | $ 523 | ||||||||||||||||||
Common stock issued upon conversion of note, shares | 138,552,216 | ||||||||||||||||||
Common stock issued upon conversion of note, value | $ 39,477 | ||||||||||||||||||
Proceeds from debt issuance | $ 37,500 | ||||||||||||||||||
Debt issuance costs | 2,500 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 2,500 | ||||||||||||||||||
Amortization of note | 40,000 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 40,000 | ||||||||||||||||||
Unamortized discount | 0 | ||||||||||||||||||
Initial derivative liability | 42,400 | ||||||||||||||||||
Debt discount | 40,000 | ||||||||||||||||||
Derivative expense | 2,450 | ||||||||||||||||||
Carebourn Capital 2015 note (2) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 128,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 128,000 | ||||||||||||||||||
Proceeds from debt issuance | $ 125,000 | ||||||||||||||||||
Debt issuance costs | 3,000 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 2,500 | ||||||||||||||||||
Amortization of note | 106,667 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 106,667 | ||||||||||||||||||
Unamortized discount | 21,333 | ||||||||||||||||||
Initial derivative liability | 143,360 | ||||||||||||||||||
Debt discount | 128,000 | ||||||||||||||||||
Derivative expense | 15,360 | ||||||||||||||||||
Carebourn Capital 2015 note (3) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 28,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 28,000 | ||||||||||||||||||
Proceeds from debt issuance | $ 25,000 | ||||||||||||||||||
Debt issuance costs | 3,000 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 2,370 | ||||||||||||||||||
Amortization of note | 22,116 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 22,116 | ||||||||||||||||||
Unamortized discount | 5,884 | ||||||||||||||||||
Initial derivative liability | 31,360 | ||||||||||||||||||
Debt discount | 28,000 | ||||||||||||||||||
Derivative expense | 3,360 | ||||||||||||||||||
Pure Energy 714 note (2) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 125,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 125,000 | ||||||||||||||||||
Amortization of note | 125,000 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 125,000 | ||||||||||||||||||
Unamortized discount | 0 | ||||||||||||||||||
Initial derivative liability | 132,500 | ||||||||||||||||||
Debt discount | 125,000 | ||||||||||||||||||
Derivative expense | 7,500 | ||||||||||||||||||
Pure Energy 714 note (3) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 28,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 28,000 | ||||||||||||||||||
Proceeds from debt issuance | $ 25,000 | ||||||||||||||||||
Debt issuance costs | 3,000 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 2,338 | ||||||||||||||||||
Amortization of note | 21,825 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 21,825 | ||||||||||||||||||
Unamortized discount | 6,175 | ||||||||||||||||||
Initial derivative liability | 29,680 | ||||||||||||||||||
Debt discount | 28,000 | ||||||||||||||||||
Derivative expense | 1,680 | ||||||||||||||||||
LG Capital 2015 note (2) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 36,750 | ||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 36,750 | ||||||||||||||||||
Proceeds from debt issuance | $ 25,000 | ||||||||||||||||||
Debt issuance costs | 1,500 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 982 | ||||||||||||||||||
Amortization of note | 19,580 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 19,580 | ||||||||||||||||||
Unamortized discount | 17,170 | ||||||||||||||||||
Initial derivative liability | 39,690 | ||||||||||||||||||
Debt discount | 36,750 | ||||||||||||||||||
Derivative expense | 1,590 | ||||||||||||||||||
Service Trading Company note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 25,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 25,000 | ||||||||||||||||||
Proceeds from debt issuance | $ 23,500 | ||||||||||||||||||
Debt issuance costs | 1,500 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 800 | ||||||||||||||||||
Amortization of note | 12,978 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 12,978 | ||||||||||||||||||
Unamortized discount | 12,022 | ||||||||||||||||||
Initial derivative liability | 27,000 | ||||||||||||||||||
Debt discount | 25,000 | ||||||||||||||||||
Derivative expense | 2,000 | ||||||||||||||||||
Carebourn Capital 2015 note (4) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 15,500 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 15,500 | ||||||||||||||||||
Proceeds from debt issuance | $ 12,500 | ||||||||||||||||||
Debt issuance costs | 3,000 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 2,000 | ||||||||||||||||||
Amortization of note | 10,635 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 10,635 | ||||||||||||||||||
Unamortized discount | 4,865 | ||||||||||||||||||
Initial derivative liability | 17,360 | ||||||||||||||||||
Debt discount | 15,500 | ||||||||||||||||||
Derivative expense | 1,860 | ||||||||||||||||||
Carebourn Capital 2015 note (5) | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 15,500 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 15,500 | ||||||||||||||||||
Proceeds from debt issuance | $ 12,500 | ||||||||||||||||||
Debt issuance costs | 3,000 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 2,000 | ||||||||||||||||||
Amortization of note | 9,244 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 9,244 | ||||||||||||||||||
Unamortized discount | 6,256 | ||||||||||||||||||
Initial derivative liability | 17,360 | ||||||||||||||||||
Debt discount | 15,500 | ||||||||||||||||||
Derivative expense | 1,860 | ||||||||||||||||||
SBI Investments 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 30,000 | ||||||||||||||||||
Convertible promissory note, interest per annum | 12.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 30,000 | ||||||||||||||||||
Proceeds from debt issuance | $ 27,500 | ||||||||||||||||||
Debt issuance costs | 2,500 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 259 | ||||||||||||||||||
Amortization of note | 3,471 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 3,471 | ||||||||||||||||||
Unamortized discount | 26,529 | ||||||||||||||||||
Initial derivative liability | 32,400 | ||||||||||||||||||
Debt discount | 30,000 | ||||||||||||||||||
Derivative expense | 2,400 | ||||||||||||||||||
LG December 4th, 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 35,200 | ||||||||||||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 35,200 | ||||||||||||||||||
Original issue discount | $ 3,520 | ||||||||||||||||||
Proceeds from debt issuance | 30,000 | ||||||||||||||||||
Debt issuance costs | 2,000 | ||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 520 | ||||||||||||||||||
Amortization of note | 2,597 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 12,597 | ||||||||||||||||||
Unamortized discount | 32,603 | ||||||||||||||||||
Initial derivative liability | 38,016 | ||||||||||||||||||
Debt discount | 35,200 | ||||||||||||||||||
Derivative expense | 2,816 | ||||||||||||||||||
More Capital December 21st, 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 20,000 | ||||||||||||||||||
Convertible promissory note, interest per month | 3.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 20,000 | ||||||||||||||||||
Amortization of note | 1,653 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 1,653 | ||||||||||||||||||
Unamortized discount | 18,347 | ||||||||||||||||||
Debt discount | 20,000 | ||||||||||||||||||
Carebourn Capital December 22nd, 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 50,000 | ||||||||||||||||||
Convertible promissory note, interest per month | 3.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 50,000 | ||||||||||||||||||
Amortization of note | 7,258 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 7,258 | ||||||||||||||||||
Unamortized discount | 42,742 | ||||||||||||||||||
Debt discount | 50,000 | ||||||||||||||||||
More Capital December 30th, 2015 note | |||||||||||||||||||
Convertible promissory note, original amount issued | $ 10,000 | ||||||||||||||||||
Convertible promissory note, interest per month | 3.00% | ||||||||||||||||||
Convertible promissory note, outstanding balance | 10,000 | ||||||||||||||||||
Amortization of note | 159 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 159 | ||||||||||||||||||
Unamortized discount | 9,841 | ||||||||||||||||||
Debt discount | $ 10,000 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation contingency | $ 2,484,922 | $ 2,484,922 |
Income taxes - Income tax expen
Income taxes - Income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | ||
Federal | ||
State | ||
Current income tax expense | ||
Deferred: | ||
Federal | $ 1,134,000 | $ 1,445,000 |
State | 124,000 | 158,000 |
Valuation allowance | $ (1,258,000) | $ (1,603,000) |
Deferred income tax expense | ||
Income tax expense, net |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets - current: | ||
Stock-based compensation and other | $ 980,000 | |
Net operating loss carry forwards | $ 3,334,000 | 2,524,000 |
Net deferred tax assets | 3,334,000 | 3,504,000 |
Less valuation allowance | $ (5,858,000) | $ (3,504,000) |
Net deferred tax assets |
Income taxes - Effective income
Income taxes - Effective income tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Income Taxes - Effective Income Tax Rate Reconciliation Details | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State taxes, net of federal income tax | (4.00%) | (4.00%) |
Effect of change in valuation allowance | (7.00%) | (7.00%) |
Non deductible expenses and other | 45.00% | 45.00% |
Effective tax rate | 0.00% | 0.00% |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | Dec. 31, 2015 | Jan. 30, 2006 |
Income Tax Disclosure [Abstract] | ||
Tax net operating loss carry forward | $ 12,851,000 | |
Percent that ownership interest is measured by | 80.00% |
Stockholders' deficiency - Summ
Stockholders' deficiency - Summary of outstanding balances (Details) - Options outstanding - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Options, outstanding | 1,650 | 1,650 |
Weighted-average exercise price of options | $ 0.34 | $ 0.34 |
Weighted-average remaining contractual life of options | 11 months 23 days | |
Aggregate intrinsic value of options | $ 0 | $ 0 |
Stockholders' deficit - Summary
Stockholders' deficit - Summary of warrant activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 27, 2014 | |
Cashless exercise of warrants | (17,500) | ||
Fair value at Issuance | |||
Number of Warrant Shares Outstanding | 105,514 | ||
Fair Value | |||
Number of Warrant Shares Outstanding | 88,014 | 105,514 |
Stockholders' deficiency (Detai
Stockholders' deficiency (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 21, 2014 | |
Common stock | |||
Issuance of convertible common stock, conversion of debentures payable, shares | 2,810,437,696 | 12,427,352 | |
Issuance of convertible common stock, conversion of debentures payable, amount | $ 369,138 | $ 822,767 | |
Reverse stock split | 1:600 | ||
Preferred stock | |||
Preferred stock, share outstanding | 2,612,667 | 2,612,667 | |
Stock options | |||
Stock options available for grant, maximum | 3,000 | ||
Warrants | |||
Warrants, exercise price at issuance | $ 0.0025 | ||
Warrants, value of shares | $ 26 | ||
Assumptions used, estimated market value of common stock on measurement date | $ 0.0003 | ||
Assumptions used, exercise price | $ 0.00004 | ||
Assumptions used, risk free interest rate | 1.60% | ||
Assumptions used, term | 3 years 3 months 11 days | ||
Assumptions used, expected volatility | 482.00% | ||
Assumptions used, expected dividends | 0.00% | ||
Class A Preferred Stock | |||
Preferred stock | |||
Preferred stock, share outstanding | 819,000 | ||
Class B Preferred Stock | |||
Preferred stock | |||
Preferred stock, share outstanding | 1,791,667 | ||
Class C Preferred Stock | |||
Preferred stock | |||
Issuance of Class C Preferred Stock for services | 1,000 | ||
Percentage of right to vote of the total voting shares | 51.00% | ||
Class B preferred stock, value | $ 106,673 |
Prior events (Details Narrative
Prior events (Details Narrative) - USD ($) | 1 Months Ended | |
Feb. 01, 2006 | Jan. 31, 2006 | |
Notes to Financial Statements | ||
Asset sale | $ 14,000,000 | |
Cash proceeds received from sale of assets | $ 12,642,784 | |
Pre-tax book gain from sale of assets | 4,145,835 | |
Debt owed to related party | 300,000 | |
Settlement due to related party | 275,000 | |
Amount sought from complaint against the Company | $ 318,000 | |
Settlement expense | 329,146 | |
Attorney fees, included in accounts payable | 15,277 | |
Attorney fees, included in accrued liabilities | $ 38,869 |
Related party transactions - Ac
Related party transactions - Activity of notes payable to related parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
MV Knight | ||
Beginning balance, notes payable, related parties | ||
Additions, notes payable, related parties | $ 8,900 | |
Payments, notes payable, related parties | ||
Sold, notes payable, related party | ||
Ending balance, notes payable, related parties | $ 8,900 | |
HPI Partners | ||
Beginning balance, notes payable, related parties | $ 63,725 | $ 144,725 |
Additions, notes payable, related parties | ||
Payments, notes payable, related parties | $ 63,330 | $ 81,000 |
Sold, notes payable, related party | ||
Ending balance, notes payable, related parties | $ 395 | $ 63,725 |
Henry Fong | ||
Beginning balance, notes payable, related parties | 2,088 | |
Additions, notes payable, related parties | $ 3,000 | 15,000 |
Payments, notes payable, related parties | $ 17,088 | |
Sold, notes payable, related party | ||
Ending balance, notes payable, related parties | $ 3,000 | |
HF Services | ||
Beginning balance, notes payable, related parties | $ 4,150 | |
Additions, notes payable, related parties | $ 15,000 | |
Payments, notes payable, related parties | $ 14,700 | $ 4,150 |
Sold, notes payable, related party | ||
Ending balance, notes payable, related parties | $ 300 | |
SurgLine Int'l | ||
Beginning balance, notes payable, related parties | $ 10,672 | $ 10,672 |
Additions, notes payable, related parties | ||
Payments, notes payable, related parties | ||
Sold, notes payable, related party | ||
Ending balance, notes payable, related parties | $ 10,672 | $ 10,672 |
Total | ||
Beginning balance, notes payable, related parties | 74,397 | 170,338 |
Additions, notes payable, related parties | 26,900 | 15,000 |
Payments, notes payable, related parties | $ 78,030 | $ 110,941 |
Sold, notes payable, related party | ||
Ending balance, notes payable, related parties | $ 23,267 | $ 74,397 |
Gulfstream Financial Partners | ||
Beginning balance, notes payable, related parties | $ 1,750 | |
Additions, notes payable, related parties | ||
Payments, notes payable, related parties | $ 1,750 | |
Sold, notes payable, related party | ||
AFPW | ||
Beginning balance, notes payable, related parties | $ 6,953 | |
Additions, notes payable, related parties | ||
Payments, notes payable, related parties | $ 6,953 | |
Sold, notes payable, related party |
Related party transactions (Det
Related party transactions (Details Narrative) - Mr. Fong - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accrued expenses | $ 150,000 | $ 127,500 | |
Cash payments to the Company's President and Chairman | 159,695 | $ 110,941 | |
Convertible promissory note issued in payment of accrued and unpaid fees | $ 35,000 | ||
Remaining debt owed for services | $ 25,500 |
Segment reporting - Segment res
Segment reporting - Segment results (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Brawnstone | ||
Net Revenues | $ 797,929 | $ 535,629 |
Cost of sales | 574,606 | 439,820 |
Operating costs | 257,047 | $ 150,136 |
Other non-cash items: | ||
Other expense | 8,729 | |
Segment income or (loss) | (42,453) | $ (54,327) |
Segment assets | 76,620 | 146,873 |
Nova | ||
Net Revenues | 24,244 | 27,246 |
Cost of sales | $ 25,052 | $ 25,483 |
Operating costs | ||
Other non-cash items: | ||
Other expense | ||
Segment income or (loss) | $ (841) | $ 1,763 |
Segment assets | $ 51,047 | $ 41,046 |
Corporate | ||
Net Revenues | ||
Cost of sales | ||
Operating costs | $ 369,588 | $ 572,860 |
Other non-cash items: | ||
Other expense | 2,136,712 | 2,055,576 |
Segment income or (loss) | (2,506,300) | (2,628,436) |
Segment assets | 370,853 | 288,519 |
Total | ||
Net Revenues | 822,173 | 562,875 |
Cost of sales | 599,691 | 465,303 |
Operating costs | 626,635 | 722,996 |
Other non-cash items: | ||
Other expense | 2,145,441 | 2,055,576 |
Segment income or (loss) | (2,549,594) | (2,681,000) |
Segment assets | $ 498,520 | $ 476,438 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Mar. 21, 2016 | Mar. 31, 2016 | May. 13, 2016 |
Subsequent Events [Abstract] | |||
Paymaster Preferred Shares, remaining balance of note receivable converted | $ 339,575 | ||
Paymaster Preferred Shares, value of Preferred Shares conversion | $ 400,000 | ||
Paymaster Preferred Shares, annual dividend rate | 7.50% | ||
Paymaster Preferred Shares, dividend term | 36 months | ||
Paymaster Preferred Shares, investment recorded, net of valuation allowance | $ 89,575 | ||
Paymaster Preferred Shares, valuation allowance of investment | 250,000 | ||
Paymaster Preferred Shares, payment received for return of Preferred Shares | $ 275,000 | ||
Stock issued upon conversion of debentures payable, shares | 1,936,628,386 | ||
Stock issued upon conversion of debentures payable, amount | $ 77,516 | ||
Stock issued upon conversion of debentures payable, accrued and unpaid interest amount | $ 2,637 | ||
Convertible promissory note issued, amount | $ 18,000 | ||
Convertible promissory note issued, proceeds received | $ 15,000 |