Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Jun. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | FASTFUNDS FINANCIAL CORP | |
Entity Central Index Key | 779,956 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
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 Common Stock, Shares Outstanding | 4,764,481,179 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current liabilities: | ||
Convertible promissory notes (Note 6), including related parties of $25,867 (2016) and $23,267 (2015) | $ 2,161,761 | $ 2,204,561 |
Balance Sheets | ||
Current assets: | ||
Cash and cash equivalents | 33,440 | 9,221 |
Accounts receivable | 96,306 | 105,712 |
Deferred financing costs | 8,343 | 11,322 |
Other current assets | 200 | 200 |
Total current assets | 138,289 | 126,455 |
Fixed assets, net | 1,891 | 2,095 |
Investment in unconsolidated investee (Note 5) | 159,437 | 166,910 |
Other assets | 28,123 | 28,123 |
Goodwill | $ 85,362 | 85,362 |
Long term investments (Note 4) | 89,575 | |
Total other assets | $ 274,813 | 372,065 |
Total assets | 413,102 | 498,520 |
Current liabilities: | ||
Accounts payable | 726,481 | 724,909 |
License fee payable | 250,000 | 250,000 |
Due to related party | 75,000 | 75,000 |
Accrued expenses, including related parties $47,393 (2016) and $43,522 (2015) (Note 5) | 4,446,745 | 4,303,883 |
Notes Payable | 60,000 | 60,000 |
Subsidiary notes payable | 58,367 | 66,028 |
Convertible promissory notes (Note 6), including related parties of $25,867 (2016) and $23,267 (2015) | 2,161,761 | 2,204,561 |
Litigation contingency (Note 8) | 2,484,922 | 2,484,922 |
Convertible debentures payable, net | 1,077,018 | 1,050,135 |
Derivative liabilities (Note 6) | 1,336,644 | 1,359,843 |
Total current liabilities | $ 12,676,938 | $ 12,579,281 |
Commitments and contingencies (Note 9) | ||
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; 4,577,362,929 (2016) and 2,824,852,274 (2015) shares issued and outstanding | 4,577,363 | 2,824,853 |
Additional paid-in capital | $ 13,395,375 | $ 14,876,506 |
Treasury stock, 50,000 shares of common stock | ||
Accumulated deficit | $ (30,271,947) | $ (29,813,617) |
Total stockholders' deficit | (12,296,597) | (12,109,646) |
Less noncontrolling interest | 32,761 | 28,885 |
Total deficit | (12,263,836) | (12,080,761) |
Total liabilities and stockholders' deficit | $ 413,102 | $ 498,520 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued expenses, related parties portion | $ 47,393 | $ 43,522 |
Convertible promissory notes, related parties portion | $ 25,867 | $ 23,267 |
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 | 4,577,362,929 | 2,824,852,274 |
Common stock, outstanding | 4,577,362,929 | 2,824,852,274 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statements of Operations | ||
Revenue, net | $ 175,086 | $ 207,975 |
Operating expenses: | ||
Cost of Sales | 92,574 | 138,905 |
Processing fees | $ 5,449 | 5,944 |
Other | 348 | |
Total operating expenses | $ 98,023 | 145,197 |
Gross profit | 77,063 | 62,778 |
Selling, general and administrative | 137,771 | 227,470 |
Loss from operations | (60,708) | (164,692) |
Other expense: | ||
Interest expense | (392,697) | (191,214) |
Derivative liability expense | (179,001) | $ (12,150) |
Loss on equity method investment | (7,473) | |
Gain from sale of long-term asset | 185,425 | |
Total other expense | (393,746) | $ (203,364) |
Net loss | (454,454) | (368,056) |
(Plus) less net (gain) loss attributable to non controlling interest | (3,876) | 7,293 |
Net loss attributable to common stockholders | $ (458,330) | $ (360,763) |
Net loss per share | $ 0 | $ (0.02) |
Weighted average number of common shares outstanding Basic and diluted | 3,947,952,908 | 18,578,837 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statements of Cash Flows | ||
Cash flows from operating activities: | ||
Net loss | $ (454,454) | $ (368,056) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization on fixed assets | 204 | |
Amortization of discount on convertible note | 158,091 | $ 60,859 |
Loss attributable to equity method investment | $ 7,473 | |
Initial derivative liability expense on convertible debentures | $ 12,150 | |
Change in fair value of derivative liability | $ 179,001 | |
Amortization of deferred financing costs | $ 5,979 | $ 5,358 |
Common stock warrants issued for services | $ 45,000 | |
Gain from sale of long-term asset | $ (185,425) | |
Decrease (increase) in assets: | ||
Accounts receivable | $ 9,407 | $ 69,328 |
Other current assets | 892 | |
Increase in liabilities | ||
Accounts payable and accrued expenses | $ 158,782 | 55,007 |
Net cash used in operating activities | (120,942) | (119,461) |
Cash flows from financing activities: | ||
Borrowings on convertible notes, net | 15,000 | 50,000 |
Borrowings on notes and loans payable, related | 4,300 | 112,800 |
Borrowings on notes and loans payable, other | 121,600 | 3,000 |
Repayments on notes and loans payable, related | (1,700) | (28,100) |
Repayments on notes and loans payable, other | (71,402) | (8,190) |
Net cash provided by financing activities | 67,798 | 129,510 |
Net increase in cash and cash equivalents | (53,144) | 10,049 |
Cash and cash equivalents, beginning | 9,221 | 3,367 |
Cash and cash equivalents, ending | (43,923) | $ 13,416 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 1,157 | |
Cash paid for income taxes | ||
Schedule of Non-Cash Investing and Financing Activities: | ||
Reclass of derivative liability to equity upon conversion of convertible debt | $ 211,663 | $ 47,560 |
Conversion of convertible debentures and accrued interest to common stock | $ 59,716 | $ 37,564 |
Business and organization, asse
Business and organization, asset sale, and going concern and management's plans | 3 Months Ended |
Mar. 31, 2016 | |
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 managements 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 Companys 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 Companys 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 Companys 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 March 31, 2016, 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 March 31, 2016, 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 March 31, 2016, 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 March 31, 2016, 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 March 31, 2016. 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.TVs 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 March 31, 2016. 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 March 31, 2016, 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 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 $15,000 in cash against the $15,000 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 Grows product lines through March 31, 2016 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 | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern and management's plans | Going concern and managements plans: In the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about the Companys ability to continue as a going concern. The Companys interim financial statements for the three and ended March 31, 2016 and 2015 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 $458,330 for the three months ended March 31, 2016, and has a working capital deficit of $12,538,649 and an accumulated deficit of $30,271,947 as of March 31, 2016. These factors raise substantial doubt about the Companys 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 | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies: Basis of presentation and principles of consolidation: The accompanying condensed consolidated financial statements have been prepared by the Company without audit and include the consolidated accounts of FastFunds Financial Corporation and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with a reading of the Companys consolidated financial statements and notes thereto included in the Companys Form 10-K annual report filed with the Securities and Exchange Commission (SEC) on May 24, 2016. Interim results of operations for the three months ended March 31, 2016 are not necessarily indicative of future results for the full year. Certain amounts from the 2015 period have been reclassified to conform to the presentation used in the current period. 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: 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: Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the three months ended March 31, 2016, impairments totaling $7,473 were recognized. The impairment is related to a loss from an unconsolidated investee, Pure Grow Systems, LLC. 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 in the fourth quarter of the fiscal year. 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, InvestmentsEquity 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. Non-controlling interest: On January 1, 2012, the Company adopted authoritative accounting guidance that requires the ownership interests in subsidiaries held by parties other than the parent, and income attributable to those parties, be clearly identified and distinguished in the parents consolidated financial statements. The Companys non-controlling interest is now disclosed as a separate component of the Companys consolidated deficiency on the balance sheets. Earnings and other comprehensive income are separately attributed to both the controlling and non-controlling interests. Earnings per share are calculated based on net income attributable to the Companys controlling interest. Loss per share: Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the three month periods ended March 31, 2016 and 2015, as the impact of the potential common shares, which total 22,881,875,400 and 1,167,187,184, respectively, would be anti-dilutive. Use of estimates: Preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Companys significant estimates include the valuation of derivative liabilities on stock based compensation and impairment analysis. 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 Companys 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. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company. 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 entitys 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 Companys 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 Companys own credit risk as observed in the credit default swap market. Accounting for obligations and instruments potentially settled in the Companys 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 Companys 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 FFFCs 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 entitys equity instruments or that may be settled by the issuance of those equity instruments. We use 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 three months ended March 31, 2016 and 2015. The Companys stock option plan is more fully described in Note 9. 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 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 | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of revenue | 3. Concentration of revenue: A significant portion of the Company's revenues for the three months ended March 31, 2016 were generated from five customers as follows: Accounts Receivable % of Total Revenues as of March 31, 2016 Customer A 13.39 % $ 11,349 Customer B 12.75 % $ 19,558 Customer C 9.95 % $ Customer D 9.72 % $ Customer E 8.72 % $ 2,410 |
Long term investments
Long term investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Long term investments | 4. 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 Companys balance sheet as the note. The last dividend the Company has received was the quarterly dividend for the quarter ended June 30, 2012. On March 21, 2016, the Company and Paymaster Limited reached a settlement for the transfer of Paymasters Cumulative Convertible Redeemable Preference Shares (the Preferred Shares) initially acquired by the Company on March 30, 2011. 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 recognized a gain of $185,425 on the sale of the long-term asset. |
Equity-method investment
Equity-method investment | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity-method investment | 5. 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 March 31, 2016, $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 March 31, 2016, the carrying value in Pure Grow was $159,437. During the three months ended March 31, 2016, $7,473 was recognized as an equity method loss. Financial information for Pure Grow as of, and for the three months ended March 31, 2016 is as follows: March 31, 2016 ASSETS Cash and cash equivalents $ 16,514 Accounts Payable 32,489 Inventory 23,202 Prepaid Assets 3,000 Total assets $ 75,205 LIABILITIES AND MEMBERS' EQUITY Accounts payable and accrued expenses $ 15,685 Members' equity 74,772 Net Loss (15,252 ) Total liabilities and members' equity $ 75,205 For the Period from December 31, 2015 Through March 31, 2016 STATEMENT OF OPERATIONS Revenues $ 2,000 Cost of sales 75 Gross profit 1,925 Operating expenses 17,177 Operating loss (15,252 ) Other expense Net loss $ (15,252 ) Ownership interest (rounded) 49 % Share of net loss $ (7,473 ) Investment $ 159,437 |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 6. Accrued liabilities: Accrued liabilities at March 31, 2016 and December 31, 2015 were $4,446,745 and $4,303,883, respectively, and were comprised of: 2016 2015 Legal fees $ 23,594 $ 23,594 Interest 3,989,655 3,850,583 Consultants and advisors 189,548 186,198 Registration rights 98,013 98,013 Other 145,935 145,495 $ 4,446,745 $ 4,303,883 |
Promissory notes, including rel
Promissory notes, including related parties and debenture payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Promissory notes, including related parties and debenture payable | 7. Promissory notes, including related parties and debenture payable: Promissory notes, including related parties at March 31, 2016 and December 31, 2015, consist of the following: 2016 2015 Promissory notes payable: Various, including related parties of $25,867 (2016) and $50,767 (2015); interest rate ranging from 8% to 10% [A] $ 71,042 $ 113,842 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 $ 2,161,761 $ 2,204,561 [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 three months ended March 31, 2016 the Company issued notes of $53,400 (including $4,300 to related parties) and made payments of $96,200 (including $1,700 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 $3,749,686 and $3,644,686 as of March 31, 2016 and December 31, 2015, 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 were valued at $715,200 using the Black-Scholes option pricing model and were amortized over the one-year term of the Restructured Notes. 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 $2,484,922 in principal and interest on the notes, $40,920 in related claims and $124,972 in attorneys 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 March 31, 2016 and December 31, 2015 balance sheets promissory notes payable and accrued expenses. Subsidiary notes payable: On August 24, 2015, the Companys 70%-owned subsidiary, Brawnstone Security (Brawnstone), issued a $50,000 note payable to an unrelated lender. The note bears interest at 63% 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. During the three months ended March 31, 2016, the Company paid $25,179 in principal and interest. As of March 31, 2016, the principal balance of the note has been satisfied. On October 27, 2015, Brawnstone issued a $40,000 note payable to an unrelated lender. The note bears interest at 63% 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. The company paid $14,762 in principal and $4,871 in interest related to note during the three months ended March 31, 2016. As of March 31, 2016, the remaining payback balance of the note is $21,216. On January 13, 2016, Brawnstone issued a $60,000 note payable to an unrelated lender. The note bears interest at 63% and is due on September 13, 2016. Brawnstone received $58,800 after loan origination fees of $1,200, which will be expensed over the period of the loan. The total payback amount for this note was $81,000. The company paid $19,286 in principal and $6,750 in interest related to note during the three months ended March 31, 2016. As of March 31, 2016, the remaining payback balance of the note is $54,482. 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 Companys 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 March 31, 2016 and December 31, 2015, 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 Companys 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 March 31, 2016 and December 31, 2015. 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 March 31, 2016 and December 31, 2015. 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 March 31, 2016 and December 31, 2015. 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 Companys 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 213,479,349 shares upon conversion of $26,705 in note principal and $2,863 of accrued interest. 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 $38,900 of principal are outstanding. Additionally, during the year ended December 31, 2015, the notes have been sold to a third party accredited investor. During the three months ended March 31, 2016 the Company issued 925,000,000 shares of common stock upon conversion of $37,000 of note principal. As of March 31, 2016, the outstanding principal balance of this note is $1,900. 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 $45,500, while the Hollander note has been fully satisfied as of March 31, 2016 and 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 Companys 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 $45,500 of the convertible note due Mr. Fong. As of March 31, 2016 and December 31, 2015, 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. During the three months ended March 31, 2016, the Company issued 39,534,773 shares of common stock in satisfaction of $1,876 in principal and $100 of accrued and unpaid interest of the third party portion of the note. As of March 31, 2016, the balances of the notes are $144,127 to the original note holder and $10,396 to the third party purchaser, totaling $154,523. 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 Lenders 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 Companys 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. During the three months ended March 31, 2016, the Company issued 282,227,379 shares of common stock upon conversion of $11,502 in warrant shares outstanding. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $75,029. 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. In addition, $5,000 in note principal was sold to an unrelated investor. As of December 31, 2015, the principal balance of these notes was $5,670. During the three months ended March 31, 2016, the Company issued 131,077,775 shares of common stock upon conversion of $3,170 in note principal and $2,096 in accrued and unpaid interest. As of March 31, 2016, the principal balance of these notes is $2,500. 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. 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. During the three months ended March 31, 2016, the company issued 138,415,000 shares of common stock upon conversion of $6,921 of note principal. As of March 31, 2016 a principal balance of $30,293 remains outstanding 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. 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. As of March 31, 2016 and December 31, 2015, the entire principal balance of $135,000 remains. 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 March 31, 2016 and 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 March 31, 2016 and December 31, 2015, the full principal balance of $38,000 remains outstanding. 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 $24,574, net of unamortized discount of $1,926. Amortization for the three months ended March 31, 2016, totaled $1,926 and the carrying value of the notes as of December 31, 2015, is $26,500, net of unamortized discount of $0. The note was sold to an unrelated third party at the face value of the note during 2015. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $26,500 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 days 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, was $10,000, net of unamortized discount of $0. As of March 31, 2016 and 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 days closing prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $48,720, debt discount of $43,500 and derivative expense of $5,220. The debt discount of $43,500 is being amortized into interest expense over the term of the note. The note matures on January 10, 2016. Amortization for the year ended December 31, 2015, totaled $42,027, and the carrying value of the note as of December 31, 2015, was $42,027, net of unamortized discount of $1,473. Amortization for the three months ended March 31, 2016, totaled $1,473 and the carrying value of the note as of March 31, 2016, is $43,500, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the full principal balance of $43,500 remains outstanding. 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 was $5,000. During the three months ended ended March 31, 2016, the company issued 106,115,000 shares of common stock upon conversion of $5,000 of note principal and $306 of accrued note interest. As of March 31, 2016 the principal balance of this note has been fully satisfied. 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 days 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. As of March 31, 2016 and December 31, 2015, the outstanding principal balance is $40,000. 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 days 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 debt discount of $128,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $106,667 and the carrying value of the notes as of December 31, 2015, was $106,667, net of unamortized discount of $21,333. Amortization for the three months ended March 31, 2016, totaled $21,333 and the carrying value of the notes as of December 31, 2015, was $128,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $128,000. On May 27, 2015, the Company issued a $28,000 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 days closing prices for the twenty (20) days preceding conversion and matures February 27, 2016. The Company received $25,000 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 $2,370 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 $31,360, debt discount of $28,000 and derivative expense of $3,360. The debt discount of $28,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $22,116 and the carrying value of the notes as of December 31, 2015, was $22,116 net of unamortized discount of $5,884. Amortization for the three months ended March 31, 2016, totaled $5,884 and the carrying value of the notes as of March 31, 2016, is $28,000 net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $28,000. On May 29, 2015, the Company issued a $125,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The note bears interest at 12%, is convertible at a 60% discount of the average of the three lowest days closing prices for the fifty (50) days preceding conversion and matured on November 29, 2015. The note has matured during the year ended December 31, 2015 and is currently in default. The Company recorded an initial derivative liability of $132,500, debt discount of $125,000 and derivative expense of $7,500. The debt discount of $125,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $125,000 and the carrying value of the notes as of December 31, 2015, is $125,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $125,000. On June 9, 2015, the Company issued a $28,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The note bears interest at 12%, is convertible at a 50% discount of the average of the three lowest days closing prices for the twenty (20) days preceding conversion and matures February 27, 2016. The Company received $25,000 after debt issuance costs of $3,000. The debt issuance costs will be amortized over the earlier of the seven month term of the Note or any redemptions and accordingly $2,338 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 $29,680, debt discount of $28,000 and derivative expense of $1,680. The debt discount of $28,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2015, totaled $21,825 and the carrying value of the notes as of December 31, 2015, was $21,825, net of unamortized discount of $6,175. Amortization for the three months ended March 31, 2016, totaled $6,175 and the carrying value of the notes as of December 31, 2015, is $28,000, net of unamortized discount of $0. As of March 31, 2016 and December 31, 2015, the outstanding principal balance of this note is $28,000. On June 19, 2015, the Company issued a convertible promissory note for $36,750 to LG Capital (LG). The note bears interest at 8%, is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion and matures on June 19, 2016. The Company recorded an initial derivative liability of $39,690, debt discount of $36,750 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 $982 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. Amortization for the year ended December 31, 2015, totaled $19,580, and the carrying value of the notes as of December 31, 2015, was $19,580, net of unamortized discount of $17,170. As of December 31, 2015, the outstanding principal balance of this note was $36,750. Amortization for the three months ended March 31, 2016, totaled $9,738, and the carrying value of the notes as of December 31, 2015, was $26,569, net of unamortized discount of $7,431. During t |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. 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 March 31, 2016 and December 31, 2015. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 9. Income taxes: The operations of the Company for periods subsequent to its acquisition by HPI and through August 2004, at which time HPIs 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, HPIs 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 Companys 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. M As of March 31, 2016, the Company had a tax net operating loss carry forward of approximately $12,851,000 Any unused portion of this carry forward expires in 2031. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382. |
Stockholders' deficiency
Stockholders' deficiency | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' deficiency | 10. Stockholders deficiency: Common stock: During the three months ended March 31, 2016, the Company issued 1,752,572,976 shares of common stock upon the conversion of $71,218 of debentures payable, accrued and unpaid interest and the cashless exercise of warrants. Preferred stock There were no shares of Class A or B preferred stock issued during the three months ended March 31, 2016. 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 Corporations stockholders for approval in pari passu with holders of the Corporations 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 Corporations 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 March 31, 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 Companys 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. The COD for Class B Preferred stock states; each share of the Class B 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 B Preferred Stock can vote such shares as if converted based on the Conversion Rights in below. The Class B Preferred Stock shall have a right to vote on all matters presented or submitted to the Corporations stockholders for approval in pari passu with holders of the Corporations common stock, and not as a separate class. Each share of the Class B Preferred Stock shall automatically convert (the Conversion) into shares of the Corporations common stock at the moment there are sufficient authorized and unissued shares of common stock to allow for the Conversion. The Class B Preferred Stock will convert in their entirety, simultaneously to equal the amount of shares of common stock resulting from the amount of series B Preferred Stock outstanding multiplied by sixty (60). The Conversion shares will be issued pro rata so that each holder of the Class B Preferred Stock will receive the appropriate number of shares of common stock equal to their percentage ownership of their Class B Preferred Stock. As of March 31, 2016 there are 1,791,667, shares of Class B Preferred stock outstanding. 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 Companys 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 Companys 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 Companys market price of its common stock on the date of the grant and vest immediately upon issuance. There were no options granted during the three months ended March 31, 2016. All options outstanding at March 31, 2016 are fully vested and exercisable. A summary of outstanding balances at March 31, 2016 and December 31, 2015 is as follows: Weighted- Weighted- Average Average Remaining Aggregate Intrinsic Options exercise price contractual life Value 1,650 $0.34 0.73 $0 Warrants: Number of Warrant Shares Outstanding Balance at December 31, 2015 88,014 Cashless exercise of warrants (11,502 ) Exercise price $ 0.00004 Remaining Term 3.03 years Balance at March 31, 2016 76,512 |
Prior events
Prior events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Prior events | 11. 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 Chexs assets as discussed in discontinued operations. Additionally, FFFC and Chex entered into a Transition Services Agreement 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 | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related party transactions | 12. Related party transactions: Management and director fees: For the three months ended March 31, 2016 and March 31, 2015, the Company accrued expenses of $37,500 for Mr. Fong, the Companys President and Chairman. Mr. Fong received $34,150 and $29,500 in cash payments for the three months ended March 31, 2016 and March 31, 2015, 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 March 31, 2016, Mr. Fong is owed $25,500 for these services, included in accrued expenses on the balance sheet. Acquisition of Carbon Capture: On May 25, 2012, the Companys newly formed subsidiary ATD acquired Carbon Capture USA (Carbon) from Carbon Capture Corporation, a Colorado corporation ("CCC"). CCC is privately held by Mr. Henry Fong, a director of the Company and is the control person of CCC. Pursuant to the Agreement, ATD acquired from CCC all of the issued and outstanding common stock of Carbon in exchange for one-hundred fifty thousand (150,000) newly issued unregistered shares of the Companys common stock. As of December 31, 2013, Carbon has exchanged the 150,000 shares of common stock for 1,500,000 shares of Class B preferred stock. The Class B preferred stock automatically converts to 150,000 shares of common stock whenever there are sufficient shares of common stock to allow for the conversion. Pursuant to the terms and conditions of the preferred stock, the Company determined there were not any additional costs to be recognized. Notes payable: As disclosed in Note 7, the Company has issued notes payable to various related parties. The balances of December 31, 2015 and March 31, 2016, and the activity for the three months ended March 31, 2016 follows: Noteholder Balance 12/31/15 Additions Payments Sold Balance 3/31/16 MV Knight (3) $ 8,900 $ $ $ $ 8,900 HPI Partners (1) 395 395 Henry Fong (2) 3,000 3,000 HF Services (1) 300 4,300 1,700 2,900 SurgLine Intl (1) 10,672 10,672 Total $ 23,267 $ 4,300 $ 1,700 $ $ 25,867 All of the notes are due on demand and have interest rates of 8% to 10% per annum. (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 | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment reporting | 13 Segment reporting: During the three months ended March 31, 2016 and the year ended December 31, 2015, the Company operated in two reportable segments: Brawnstone and Nova. 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 credit cards. The accounting policies of the segments are the same as those described in the Note 1. The Companys reportable segments are strategic business units that offer products. For the three months ended March 31, 2016, segment results are as follows: Brawnstone Nova Corporate Total Net Revenues $ 169,753 $ 5,333 $ $ 175,086 Operating costs $ 92,574 $ 5,449 $ 98,023 Selling, general, and administrative $ 59,279 $ 78,492 $ 137,771 Other non-cash items: Other expense $ 4,979 $ 574,192 $ 579,171 Other income $ 185,425 $ 185,425 Segment income or (loss) $ 12,921 $ (116 ) $ (467,259 ) $ (454,454 ) Segment assets $ 65,306 $ 35,403 $ 312,393 $ 413,102 |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | 14. Subsequent events: From April 1, 2016, throug 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 accoun21
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation: The accompanying condensed consolidated financial statements have been prepared by the Company without audit and include the consolidated accounts of Fastfunds Financial Corporation and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with a reading of the Companys consolidated financial statements and notes thereto included in the Companys Form 10-K annual report filed with the Securities and Exchange Commission (SEC) on May 24, 2016. Interim results of operations for the three months ended March 31, 2016 are not necessarily indicative of future results for the full year. Certain amounts from the 2015 period have been reclassified to conform to the presentation used in the current period. |
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: |
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 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 | Long-lived assets: Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the three months ended March 31, 2016, impairments totaling $7,473 were recognized. The impairment is related to a loss from an unconsolidated investee, Pure Grow Systems, LLC. |
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 in the fourth quarter of the fiscal year. |
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, InvestmentsEquity 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. |
Non-controlling interest | Non-controlling interest: On January 1, 2012, the Company adopted authoritative accounting guidance that requires the ownership interests in subsidiaries held by parties other than the parent, and income attributable to those parties, be clearly identified and distinguished in the parents consolidated financial statements. The Companys non-controlling interest is now disclosed as a separate component of the Companys consolidated deficiency on the balance sheets. Earnings and other comprehensive income are separately attributed to both the controlling and non-controlling interests. Earnings per share are calculated based on net income attributable to the Companys controlling interest. |
Loss per share | Loss per share: Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the three month periods ended March 31, 2016 and 2015, as the impact of the potential common shares, which total 22,881,875,400 and 1,167,187,184, respectively, would be anti-dilutive. |
Use of estimates | Use of estimates: Preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Companys significant estimates include the valuation of derivative liabilities on stock based compensation and impairment analysis. |
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 Companys 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. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company. 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 entitys 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 Companys 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 Companys 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 Companys 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 Companys 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 FFFCs 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 entitys equity instruments or that may be settled by the issuance of those equity instruments. We use 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 three months ended March 31, 2016 and 2015. The Companys stock option plan is more fully described in Note 9. |
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 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) | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of revenue | Accounts Receivable % of Total Revenues as of March 31, 2016 Customer A 13.39 % $ 11,349 Customer B 12.75 % $ 19,558 Customer C 9.95 % $ Customer D 9.72 % $ Customer E 8.72 % $ 2,410 |
Equity-method investment (Table
Equity-method investment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Condensed unaudited summary financial information for Pure Grow | March 31, 2016 ASSETS Cash and cash equivalents $ 16,514 Accounts Payable 32,489 Inventory 23,202 Prepaid Assets 3,000 Total assets $ 75,205 LIABILITIES AND MEMBERS' EQUITY Accounts payable and accrued expenses $ 15,685 Members' equity 74,772 Net Loss (15,252 ) Total liabilities and members' equity $ 75,205 For the Period from December 31, 2015 Through March 31, 2016 STATEMENT OF OPERATIONS Revenues $ 2,000 Cost of sales 75 Gross profit 1,925 Operating expenses 17,177 Operating loss (15,252 ) Other expense Net loss $ (15,252 ) Ownership interest (rounded) 49 % Share of net loss $ (7,473 ) Investment $ 159,437 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 2016 2015 Legal fees $ 23,594 $ 23,594 Interest 3,989,655 3,850,583 Consultants and advisors 189,548 186,198 Registration rights 98,013 98,013 Other 145,935 145,495 $ 4,446,745 $ 4,303,883 |
Promissory notes, including r25
Promissory notes, including related parties and debenture payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Promissory notes, including related parties | 2016 2015 Promissory notes payable: Various, including related parties of $25,867 (2016) and $50,767 (2015); interest rate ranging from 8% to 10% [A] $ 71,042 $ 113,842 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 $ 2,161,761 $ 2,204,561 |
Summary of derivative liabilities related to convertible notes | Derivative Liability Balance 12/31/15 Initial Derivative Liability Redeemed convertible notes Fair value change- three months ended 3/31/15 Derivative Liability Balance 3/31/16 $ 1,359,843 11,083 (211,663) 177,387 $ 1,336,644 |
Summary of debentures payable | 2016 Face Value 2015 Face Value 2012 and 2013 Notes $ 80,075 $ 80,075 2014 Notes $ 462,182 $ 507,619 2015 Notes $ 583,837 $ 599,597 2016 Notes $ 18,000 Note discount $(67,076) $ (137,106) Total $1,077,019 $ 1,050,135 |
Stockholders' deficiency (Table
Stockholders' deficiency (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of outstanding balances | Weighted- Weighted- Average Average Remaining Aggregate Intrinsic Options exercise price contractual life Value 1,650 $0.34 0.73 $0 |
Summary of warrant activity | Number of Warrant Shares Outstanding Balance at December 31, 2015 88,014 Cashless exercise of warrants (11,502 ) Exercise price $ 0.00004 Remaining Term 3.03 years Balance at March 31, 2016 76,512 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Activity of notes payable to related parties | Noteholder Balance 12/31/15 Additions Payments Sold Balance 3/31/16 MV Knight (3) $ 8,900 $ $ $ $ 8,900 HPI Partners (1) 395 395 Henry Fong (2) 3,000 3,000 HF Services (1) 300 4,300 1,700 2,900 SurgLine Intl (1) 10,672 10,672 Total $ 23,267 $ 4,300 $ 1,700 $ $ 25,867 |
Segment reporting (Tables)
Segment reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment results | Brawnstone Nova Corporate Total Net Revenues $ 169,753 $ 5,333 $ $ 175,086 Operating costs $ 92,574 $ 5,449 $ 98,023 Selling, general, and administrative $ 59,279 $ 78,492 $ 137,771 Other non-cash items: Other expense $ 4,979 $ 574,192 $ 579,171 Other income $ 185,425 $ 185,425 Segment income or (loss) $ 12,921 $ (116 ) $ (467,259 ) $ (454,454 ) Segment assets $ 65,306 $ 35,403 $ 312,393 $ 413,102 |
Business and organization, as29
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 | Jul. 24, 2014 | Feb. 18, 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% | ||||||
Cash allocated | $ 133,806 | ||||||
Accounts receivable allocated | 120,965 | ||||||
Prepaid expenses allocated | 950 | ||||||
Goodwill allocated | $ 85,312 | ||||||
Licensing Agreement with Chongson, Inc. | |||||||
Minimum royalty fee to be paid montly by Company | $ 5,000 | ||||||
Cash paid against accrued royalty expenses | $ 15,000 | ||||||
Accrued royalty expenses, total | $ 15,000 | ||||||
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'30
Going concern and management's plans (Details Narrative) - Going concern | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Net loss | $ (458,330) |
Working capital deficit | (12,538,649) |
Accumulated deficit | $ (30,271,947) |
Summary of significant accoun31
Summary of significant accounting policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ (7,473) | |
Anti-dilutive common shares not considered in calculations | 22,881,875,400 | 1,167,187,184 |
Concentration of revenue - Conc
Concentration of revenue - Concentration of revenue (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Customer A | |
Percentage of total revenues | 13.39% |
Accounts receivable | $ 11,349 |
Customer B | |
Percentage of total revenues | 12.75% |
Accounts receivable | $ 19,558 |
Customer C | |
Percentage of total revenues | 9.95% |
Accounts receivable | |
Customer D | |
Percentage of total revenues | 9.72% |
Accounts receivable | |
Customer E | |
Percentage of total revenues | 8.72% |
Accounts receivable | $ 2,410 |
Long term investments (Details
Long term investments (Details Narrative) - USD ($) | 1 Months Ended | |
Mar. 31, 2016 | 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 | |
Gain recognized on sale of long-term asset | $ 185,425 |
Equity-method investment - Con
Equity-method investment - Condensed unaudited summary financial information for Pure Grow (Details) - Pure Grow | 3 Months Ended |
Mar. 31, 2016USD ($) | |
ASSETS | |
Cash and cash equivalents | $ 16,514 |
Accounts Payable | 32,489 |
Inventory | 23,202 |
Prepaid Assets | 3,000 |
Total assets | 75,205 |
LIABILITIES AND MEMBERS' EQUITY | |
Accounts payable and accrued expenses | 15,685 |
Members' equity | 74,772 |
Net Loss | (15,252) |
Total liabilities and members' equity | 75,205 |
STATEMENT OF OPERATIONS | |
Revenues | 2,000 |
Cost of sales | 75 |
Gross profit | 1,925 |
Operating expenses | 17,177 |
Operating loss | $ (15,252) |
Other expense | |
Net loss | $ (15,252) |
Ownership interest (rounded) | 49.00% |
Share of net loss | $ (7,473) |
Investment | $ 159,437 |
Equity-method investment (Detai
Equity-method investment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | May 15, 2015 | |
Pure Grow Systems, LLC Interest Acquisition | ||
Interest 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 | |
Carrying value in acquisition | $ 159,437 | |
Amounts recognized as equity method loss | $ 7,473 |
Accrued liabilities - Accrued l
Accrued liabilities - Accrued liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Legal fees | $ 23,594 | $ 23,594 |
Interest | 3,989,655 | 3,850,583 |
Consultants and advisors | 189,548 | 186,198 |
Registration rights | 98,013 | 98,013 |
Other | 145,935 | 145,495 |
Accrued liabilities, net | $ 4,446,745 | $ 4,303,883 |
Accrued liabilities (Details Na
Accrued liabilities (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 4,446,745 | $ 4,303,883 |
Promissory notes, including r38
Promissory notes, including related parties and debenture payable - Promissory notes, including related parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Various promissory notes | $ 71,042 | $ 113,842 |
Various promissory notes, related parties portion | $ 25,867 | $ 50,767 |
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 | $ 2,161,761 | $ 2,204,561 |
Promissory notes, including r39
Promissory notes, including related parties and debenture payable - Summary of derivative liabilities related to convertible notes (Details) - Fair Value - Total - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative liability balance | $ 1,336,644 | $ 1,359,843 |
Initial derivative liability | $ 11,083 | |
Redeemed convertible notes | (211,663) | |
Fair value change | $ 177,387 |
Promissory notes, including r40
Promissory notes, including related parties and debenture payable - Summary of debentures payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Face Value - 2012 and 2013 Notes | ||
Debentures payable, Balances | $ 80,075 | $ 80,075 |
Face Value - 2014 Notes | ||
Debentures payable, Balances | 462,182 | 507,619 |
Face Value - 2015 Notes | ||
Debentures payable, Balances | 583,837 | $ 599,597 |
Face Value - 2016 Notes | ||
Debentures payable, Balances | 18,000 | |
Face Value - Note discount | ||
Debentures payable, Balances | (67,076) | $ (137,106) |
Face Value - Total | ||
Debentures payable, Balances | $ 1,077,019 | $ 1,050,135 |
Promissory notes, including r41
Promissory notes, including related parties and debenture payable (Details Narrative) - USD ($) | Aug. 19, 2009 | Jan. 31, 2008 | Apr. 30, 2007 | Feb. 28, 2007 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||||||
Notes issued | $ 53,400 | |||||
Notes issued to related parties | 4,300 | |||||
Payments on notes | 96,200 | |||||
Payments on notes, related parties portion | 1,700 | |||||
Original due date of Promissory Notes | Feb. 28, 2007 | |||||
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 | $ 3,749,686 | $ 3,644,686 | ||||
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 granted in consideration of guarantees, value | $ 715,200 | |||||
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 | $ 2,484,922 | |||||
Amount of judgment, related claims | 40,920 | |||||
Amount of judgment, attorney's fees and expenses | $ 124,972 |
Promissory notes, including r42
Promissory notes, including related parties and debenture payable - Subsidiary notes payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Oct. 27, 2015 | Aug. 24, 2015 | |
Subsidiary notes payable (1) | ||||
Note payable issued by Brawnstone, amount | $ 50,000 | |||
Interest rate | 63.00% | |||
Due date | Feb. 24, 2016 | |||
Proceeds received by Brawnstone | $ 49,005 | |||
Loan origination fees | 995 | |||
Total payback amount for note | $ 67,500 | |||
Principal paid | 31,349 | |||
Interest paid | $ 10,972 | |||
Principal and interest paid | $ 25,179 | |||
Remaining principal balance | ||||
Subsidiary notes payable (2) | ||||
Note payable issued by Brawnstone, amount | $ 40,000 | |||
Interest rate | 63.00% | |||
Due date | Jun. 27, 2016 | |||
Proceeds received by Brawnstone | $ 39,205 | |||
Loan origination fees | 795 | |||
Total payback amount for note | $ 53,200 | |||
Principal paid | $ 14,762 | 9,286 | ||
Interest paid | 4,871 | $ 3,064 | ||
Remaining principal balance | $ 21,216 |
Promissory notes, including r43
Promissory notes, including related parties and debenture payable - 2012 Notes (Details Narrative) - David Schaper notes - USD ($) | Nov. 02, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2016 | 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 r44
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 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accredited investor note | |||||||||
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% | ||||||||
Convertible promissory note, outstanding balance | $ 1,900 | $ 38,900 | |||||||
Common stock issued upon conversion of note, shares | 925,000,000 | 213,479,349 | 944,260 | ||||||
Common stock issued upon conversion of note, value | $ 37,000 | $ 26,705 | $ 83,295 | ||||||
Common stock issued upon conversion of note, value of accrued and unpaid interest | 2,863 | ||||||||
Secured promissory note issued to Company | $ 50,000 | ||||||||
Secured promissory note issued to Company, amount funded | $ 50,000 | ||||||||
Mr. Fong note | |||||||||
Convertible promissory note, original amount issued | $ 35,000 | ||||||||
Convertible promissory note, interest per annum | 8.00% | ||||||||
Convertible promissory note, outstanding balance | $ 45,500 | $ 45,500 | |||||||
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 | ||||||||
Mr. Fong and Hollander notes | |||||||||
Convertible promissory note, outstanding balance | $ 43,000 |
Promissory notes, including r45
Promissory notes, including related parties and debenture payable - 2014 Notes (Details Narrative) - USD ($) | Dec. 04, 2014 | Dec. 02, 2014 | Nov. 03, 2014 | Sep. 19, 2014 | Aug. 28, 2014 | Jul. 22, 2014 | Jul. 16, 2014 | Apr. 24, 2014 | Apr. 02, 2014 | Mar. 27, 2014 | Feb. 11, 2014 | Jan. 29, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
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 | $ 45,500 | ||||||||||||||
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 | $ 154,523 | $ 179,127 | |||||||||||||
Common stock issued upon conversion of note, shares | 39,534,773 | 314,318,871 | 416,667 | ||||||||||||
Common stock issued upon conversion of note, value | $ 1,876 | $ 23,808 | $ 12,500 | ||||||||||||
Common stock issued upon conversion of note, accrued interest | 100 | 277 | |||||||||||||
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 | $ 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 | 282,227,379 | 130,531,699 | |||||||||||||
Common stock issued, conversion of warrants outstanding, amount | $ 11,502 | $ 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 | $ 2,500 | $ 5,670 | |||||||||||||
Common stock issued upon conversion of note, shares | 131,077,775 | 322,840,228 | |||||||||||||
Common stock issued upon conversion of note, value | $ 3,170 | $ 21,830 | |||||||||||||
Common stock issued upon conversion of note, accrued interest | 2,096 | ||||||||||||||
Initial derivative liability | $ 28,600 | ||||||||||||||
Debt discount | 27,500 | ||||||||||||||
Derivative expense | 1,100 | ||||||||||||||
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 | $ 30,293 | ||||||||||||||
Common stock issued upon conversion of note, shares | 138,415,000 | 112,049,963 | |||||||||||||
Common stock issued upon conversion of note, value | $ 6,921 | $ 12,786 | |||||||||||||
Amortization of note | 4,167 | 45,833 | |||||||||||||
Carrying value of note, net of unamortized discount | 37,214 | ||||||||||||||
Unamortized discount | 0 | ||||||||||||||
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 | 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 | ||||||||||||||
Unamortized discount | 0 | ||||||||||||||
Initial derivative liability | 143,100 | ||||||||||||||
Debt discount | 125,000 | ||||||||||||||
Derivative expense | $ 18,100 | ||||||||||||||
Carebourn Partners notes | |||||||||||||||
Amortization of note | 27,208 | ||||||||||||||
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 | 25,000 | |||||||||||||
Amortization of note | $ 3,889 | 21,111 | |||||||||||||
Carrying value of note, net of unamortized discount | 25,000 | ||||||||||||||
Unamortized discount | 0 | ||||||||||||||
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 | 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 |
Promissory notes, including r46
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 | Mar. 31, 2016 | 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 | $ 26,500 | $ 26,500 | ||||||||||||||||||
Proceeds from debt issuance | 25,000 | |||||||||||||||||||
Debt issuance costs | 1,500 | |||||||||||||||||||
Amortization of note | 1,926 | 24,574 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 26,500 | 19,000 | ||||||||||||||||||
Unamortized discount | 0 | 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 | 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 | 43,500 | 43,500 | ||||||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||||||
Amortization of note | 1,473 | 39,027 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 43,500 | 39,027 | ||||||||||||||||||
Unamortized discount | $ 0 | 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 | 106,115,000 | 317,819,240 | ||||||||||||||||||
Common stock issued upon conversion of note, value | $ 5,000 | $ 21,500 | ||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 306 | 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 | 40,000 | 40,000 | ||||||||||||||||||
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 | 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 | 21,333 | 106,667 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 128,000 | 106,667 | ||||||||||||||||||
Unamortized discount | 0 | 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 | 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 | 5,884 | 22,116 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 28,000 | 22,116 | ||||||||||||||||||
Unamortized discount | 0 | 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 | 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 | 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 | 6,175 | 21,825 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 28,000 | 21,825 | ||||||||||||||||||
Unamortized discount | 0 | 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 | $ 34,000 | 36,750 | ||||||||||||||||||
Common stock issued upon conversion of note, shares | 57,626,200 | |||||||||||||||||||
Common stock issued upon conversion of note, value | $ 2,750 | |||||||||||||||||||
Common stock issued upon conversion of note, accrued interest | 133 | |||||||||||||||||||
Proceeds from debt issuance | $ 25,000 | |||||||||||||||||||
Debt issuance costs | 1,500 | |||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 982 | |||||||||||||||||||
Amortization of note | 9,738 | 19,580 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 26,569 | 19,580 | ||||||||||||||||||
Unamortized discount | 7,431 | 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 | 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 | 6,216 | 12,978 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 19,194 | 12,978 | ||||||||||||||||||
Unamortized discount | 5,806 | 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 | 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 | 4,865 | 10,635 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 15,500 | 10,635 | ||||||||||||||||||
Unamortized discount | 0 | 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 | 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 | 5,129 | 9,244 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 14,372 | 9,244 | ||||||||||||||||||
Unamortized discount | 1,128 | 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 | $ 29,637 | 30,000 | ||||||||||||||||||
Common stock issued upon conversion of note, shares | 72,514,000 | |||||||||||||||||||
Common stock issued upon conversion of note, value | $ 362 | |||||||||||||||||||
Proceeds from debt issuance | $ 27,500 | |||||||||||||||||||
Debt issuance costs | 2,500 | |||||||||||||||||||
Debt issuance costs expensed and included in interest expense | $ 259 | |||||||||||||||||||
Amortization of note | 11,465 | 3,471 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 14,701 | 3,471 | ||||||||||||||||||
Unamortized discount | 14,936 | 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 | 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 | 8,752 | 2,597 | ||||||||||||||||||
Carrying value of note, net of unamortized discount | 11,349 | 12,597 | ||||||||||||||||||
Unamortized discount | $ 23,851 | 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 | |||||||||||||||||||
Amounts paid in settlement of outstanding note principal | $ 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 | |||||||||||||||||||
Amounts paid in settlement of outstanding note principal | $ 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 | |||||||||||||||||||
Amounts paid in settlement of outstanding note principal | $ 10,000 |
Promissory notes, including r47
Promissory notes, including related parties and debenture payable - 2016 Notes (Details Narrative) - Carebourn Capital 2016 note - USD ($) | Jan. 27, 2016 | Mar. 31, 2016 |
Convertible promissory note, original amount issued | $ 18,000 | |
Convertible promissory note, interest per annum | 12.00% | |
Convertible promissory note, outstanding balance | $ 18,000 | |
Proceeds from debt issuance | 15,000 | |
Debt issuance costs | 3,000 | |
Debt issuance costs expensed and included in interest expense | 667 | |
Amortization of note | 4,204 | |
Carrying value of note, net of unamortized discount | 4,204 | |
Unamortized discount | 13,796 | |
Initial derivative liability | 19,620 | |
Debt discount | 18,000 | |
Derivative expense | $ 1,620 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation contingency | $ 2,484,922 | $ 2,484,922 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | Mar. 31, 2016 | 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 ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Options, outstanding | 1,650 | 1,650 |
Weighted-average exercise price of options | $ 0.34 | $ 0.34 |
Weighted-average remaining contractual life of options | 8 months 23 days | |
Aggregate intrinsic value of options | $ 0 | $ 0 |
Stockholders' deficiency - Su51
Stockholders' deficiency - Summary of warrant activity (Details) - Warrant Activity | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Beginning balance, warrant shares outstanding | 88,014 |
Cashless exercise of warrants | $ | $ (11,502) |
Exercise price | $ / shares | $ 0.00004 |
Remaining Term | 3 years 11 days |
Ending balance, warrant shares outstanding | 76,512 |
Stockholders' deficiency (Detai
Stockholders' deficiency (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Jan. 21, 2014 | |
Common stock | |||
Issuance of convertible common stock, conversion of debentures payable, shares | 1,752,572,976 | ||
Issuance of convertible common stock, conversion of debentures payable, amount | $ 71,218 | ||
Preferred stock | |||
Preferred stock, share outstanding | 2,612,667 | 2,612,667 | |
Stock options | |||
Stock options available for grant, maximum | 3,000 | ||
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) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Beginning balance, notes payable, related parties | $ 50,767 |
MV Knight | |
Beginning balance, notes payable, related parties | $ 8,900 |
Additions, notes payable, related parties | |
Payments, notes payable, related parties | |
Sold, notes payable, related parties | |
Ending balance, notes payable, related parties | $ 8,900 |
HPI Partners | |
Beginning balance, notes payable, related parties | $ 395 |
Additions, notes payable, related parties | |
Payments, notes payable, related parties | |
Sold, notes payable, related parties | |
Ending balance, notes payable, related parties | $ 395 |
Henry Fong | |
Beginning balance, notes payable, related parties | $ 3,000 |
Additions, notes payable, related parties | |
Payments, notes payable, related parties | |
Sold, notes payable, related parties | |
Ending balance, notes payable, related parties | $ 3,000 |
HF Services | |
Beginning balance, notes payable, related parties | 300 |
Additions, notes payable, related parties | 4,300 |
Payments, notes payable, related parties | $ 1,700 |
Sold, notes payable, related parties | |
Ending balance, notes payable, related parties | $ 2,900 |
SurgLine Int'l | |
Beginning balance, notes payable, related parties | $ 10,672 |
Additions, notes payable, related parties | |
Payments, notes payable, related parties | |
Sold, notes payable, related parties | |
Ending balance, notes payable, related parties | $ 10,672 |
Total | |
Beginning balance, notes payable, related parties | 23,267 |
Additions, notes payable, related parties | 4,300 |
Payments, notes payable, related parties | $ 1,700 |
Sold, notes payable, related parties | |
Ending balance, notes payable, related parties | $ 25,867 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | May 25, 2012 | Nov. 30, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | |||||
Accrued expenses | $ 37,500 | $ 37,500 | |||
Cash payments to the Company's President and Chairman | 34,150 | $ 29,500 | |||
Convertible promissory note issued in payment of accrued and unpaid fees | $ 35,000 | ||||
Remaining debt owed for services | $ 25,500 | ||||
Unregistered shares issued by ATD to Carbon Capture Corporation for acquisition of Carbon Capture USA | 150,000 | ||||
Shares exchanged by Carbon, Class B preferred stock received | 1,500,000 |
Segment reporting - Segment res
Segment reporting - Segment results (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Brawnstone | |
Net Revenues | $ 169,753 |
Operating costs | 92,574 |
Selling, general, and administrative | 59,279 |
Other non-cash items: | |
Other expense | $ 4,979 |
Other income | |
Segment income or (loss) | $ 12,921 |
Segment assets | 65,306 |
Nova | |
Net Revenues | 5,333 |
Operating costs | $ 5,449 |
Selling, general, and administrative | |
Other non-cash items: | |
Other expense | |
Other income | |
Segment income or (loss) | $ (116) |
Segment assets | $ 35,403 |
Corporate | |
Net Revenues | |
Operating costs | |
Selling, general, and administrative | $ 78,492 |
Other non-cash items: | |
Other expense | 574,192 |
Other income | 185,425 |
Segment income or (loss) | (467,259) |
Segment assets | 312,393 |
Total | |
Net Revenues | 175,086 |
Operating costs | 98,023 |
Selling, general, and administrative | 137,771 |
Other non-cash items: | |
Other expense | 579,171 |
Other income | 185,425 |
Segment income or (loss) | (454,454) |
Segment assets | $ 413,102 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | 3 Months Ended |
Jun. 28, 2016USD ($)shares | |
Subsequent Events [Abstract] | |
Issuance of convertible common stock, conversion of notes payable, shares | shares | 187,118,250 |
Issuance of convertible common stock, conversion of notes payable, amount | $ | $ 7,485 |