One World (OWOO) 10-Q 19 May 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	19-May-15
Document and Entity Information:
Entity Registrant Name	ONE WORLD HOLDINGS, INC.
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Entity Central Index Key	1017616
Current Fiscal Year End Date	-19
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Common Stock, Shares Outstanding		275,764,727

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015		Dec. 31, 2014
Current assets:
Cash	$8,455		$604
Accounts receivable	1,126		9,140
Inventories	194,690		189,234
Prepaid consulting services	67,500		93,442
Prepaid expenses and other current assets	50,594		58,646
Total current assets	322,365		351,066
Long-term prepaid consulting services	22,500		22,500
Property and equipment, net	49,000		52,500
Other assets	2,701		2,701
Total	396,566		428,767
Current liabilities:
Accounts payable and accrued expenses	1,291,487		1,310,881
Accrued interest payable	347,766		277,264
Convertible debentures, net of discount	1,725,339		1,359,680
Derivative liability	13,137,648		2,718,652
Notes payable	120,328		120,328
Current portion of long-term debt, net of discount	25,065		22,598
Stockholder advances	475,439		569,439
Total current liabilities	17,123,072		6,378,842
Long-term debt, net of current portion and discount	16,212		9,800
Total liabilities	17,139,284		6,388,642
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized	266		266
Common stock; $0.0025 par value, 500,000,000 shares authorized, 251,253,580 and 170,767,039 shares issued and outstanding, respectively	628,134		426,918
Additional paid-in capital	10,417,603		10,274,683
Accumulated deficit	-27,788,721		-16,661,742
Total stockholders' deficit	-16,742,718		-5,959,875
Total Liabilities And Stockholders' Deficit	396,566		428,767
Series AA Preferred Stock
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized	80	[1]	80	[1]
Series BB Preferred Stock
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized	$186	[2]	$186	[2]
[1]	Series AA, 80,000 shares issued and outstanding
[2]	Series BB, 186,000 shares issued and outstanding

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Common Stock, par or stated value	$0.00	$0.00
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	251,253,580	170,767,039
Common Stock, shares outstanding	251,253,580	170,767,039
Common Stock, unissued	0	0
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Series AA Preferred Stock
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, shares issued	80,000	80,000
Preferred Stock, shares outstanding	80,000	80,000
Preferred Stock, Shares Authorized	1,000,000
Series BB Preferred Stock
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, shares issued	186,000	186,000
Preferred Stock, shares outstanding	186,000	186,000
Preferred Stock, Shares Authorized	1,000,000

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement
Sales	$739	$2,293
Cost of sales	1,068	3,010
Gross deficit	-329	-717
Operating expenses:
Selling, general and administrative	491,823	545,771
Research and development	2,412	1,290
Depreciation	3,500	3,500
Total operating expenses	497,735	550,561
Loss from operations	-498,064	-551,278
Other income (expense):
Interest expense	-666,949	-414,947
Gain (loss) on derivative liability	-9,942,205	166,080
Gain (loss) on debt settlement	-19,761	45,830
Total other expense	-10,628,915	-203,037
Loss before income taxes	-11,126,979	-754,315
Provision for income taxes
Net loss	($11,126,979)	($754,315)
Net loss per common share - basic and diluted	($0.05)	($0.52)
Weighted average number of common shares outstanding - basic and diluted	226,639,181	1,448,401

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net loss	($11,126,979)	($754,315)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,500	3,500
Amortization of debt discount to interest expense	480,338	298,173
Interest expense added to stockholder advances	28,460
Common stock issued for services	600	35,000
(Gain) loss on derivative liability	9,942,205	-166,080
(Gain) loss on debt settlement	19,761	-45,830
Changes in operating assets and liabilities:
Accounts receivable	8,014
Inventories	-5,456	1,798
Prepaid consulting services	25,942	202,467
Prepaid expenses and other current assets	8,052	4,313
Accounts payable and accrued expenses	-19,394	157,749
Accrued interest payable	72,071	49,707
Net cash used in operating activities	-562,886	-213,518
Cash flows from investing activities
Net cash provided by investing activities
Cash flows from financing activities:
Proceeds from convertible debentures	758,587	251,000
Proceeds from notes payable		30,000
Proceeds from stockholder advances	11,000
Payments on convertible debentures	-193,850	-64,567
Payments on stockholder advances	-5,000	-5,000
Net cash provided by financing activities	570,737	211,433
Net increase (decrease) in cash	7,851	-2,085
Cash, beginning of the period	604	6,456
Cash, end of the period	$8,455	$4,371

Note_1_Description_of_Business

Note 1 - Description of Business and Basis of Financial Statement Presentation	3 Months Ended
	Mar. 31, 2015
Notes
Note 1 - Description of Business and Basis of Financial Statement Presentation	NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION
	Organization, Nature of Business
	One World Holdings, Inc. (the "Company"), a Nevada Corporation, is a Houston based company focused on doll design and marketing.  Substantially all of the Company's operations are conducted through its wholly owned subsidiary, The One World Doll Project, Inc. (a Texas Corporation - "OWDPI"). OWDPI began operations on October 1, 2010, and on January 14, 2011, OWDPI was incorporated in the State of Texas.  The accompanying consolidated financial statements are presented as if OWDPI was a corporation from inception.  National Fuel and Energy, Inc. (a Texas Corporation) is a wholly owned subsidiary of the Company that has been dormant since its inception on October 1, 2010. Additionally, on July 21, 2011, we completed a reverse merger whereby OWDPI was recapitalized and became the reporting entity for accounting purposes.  In October 2013, we received our first shipment of dolls from our manufacturer and commenced sales of dolls.
	Principles of Consolidation
	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, OWDPI and National Fuel and Energy, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
	Interim Financial Information
	The interim financial information of the Company as of March 31, 2015 and for the three months ended March 31, 2015 is unaudited, and the balance sheet as of December 31, 2014 is derived from audited financial statements.  The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements.  Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles.  The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.  In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made.  All such adjustments are of a normal recurring nature.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.
	Certain amounts in the condensed consolidated financial statements for the three months ended March 31, 2014 have been reclassified to conform to the current year presentation.

Note_2_Going_Concern

Note 2 - Going Concern	3 Months Ended
	Mar. 31, 2015
Notes
Note 2 - Going Concern	NOTE 2 – GOING CONCERN
	The Company has incurred operating losses since inception, only recently began sales of its dolls, and has limited financial resources and a working capital deficit of $16,800,707 at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  In addition, the Company had an accumulated deficit of $27,788,721 and a total stockholders’ deficit of $16,742,718 at March 31, 2015.  The working capital deficit, accumulated deficit and total stockholders’ deficit resulted primarily from the significant derivative liability and debt recorded at March 31, 2015.  The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and, ultimately, achieve profitable operations.  Management’s plans to address the Company’s continuing existence include obtaining debt or equity funding from private or institutional sources or obtaining loans from financial institutions and individuals, where possible.  The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note_3_Fair_Value_of_Financial

Note 3 - Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2015
Notes
Note 3 - Fair Value of Financial Instruments	NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS
	Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value.  As of March 31, 2015 and December 31, 2014, we believe the amounts reported for cash, accounts payable and accrued expenses, accrued interest payable, and notes payable approximate fair value because of the short-term nature of these financial instruments.
	We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis.  ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements.
	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).  These tiers include:
	·       Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
	·       Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	·       Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
	Liabilities measured at fair value on a recurring basis are as follows at March 31, 2015:
		Total	Level 1	Level 2	Level 3
	Derivative liability	$13,137,648	-	-	$13,137,648
	Convertible debentures	1,725,339	-	-	1,725,339
	Current portion of long-term debt	25,065	-	-	25,065
	Long-term debt, net of current portion	16,212	-	-	16,212
	Total liabilities measured at fair value	$14,904,264	-	-	$14,904,264

Note_4_Income_loss_Per_Share

Note 4 - Income (loss) Per Share	3 Months Ended
	Mar. 31, 2015
Notes
Note 4 - Income (loss) Per Share	NOTE 4 – INCOME (LOSS) PER SHARE
	The computation of basic income (loss) per common share is based on the weighted average number of shares outstanding during each period.
	The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents that would arise from the exercise of stock options and warrants outstanding, using the treasury stock method and the average market price per share during the period.  Common stock equivalents are not included in the diluted loss per share calculation when their effect is anti-dilutive.
	Since we had no dilutive effect of stock options and warrants for the three months ended March 31, 2015 and 2014, our basic weighted average number of common shares outstanding is the same as our diluted weighted average number of common shares outstanding.
	At March 31, 2015, we had outstanding stock options and warrants for a total of 4,977,267 shares of common stock that would have a potential dilutive effect on our calculation of income (loss) per share.

Note_5_Convertible_Debentures_

Note 5 - Convertible Debentures and Derivative Liability	3 Months Ended
	Mar. 31, 2015
Notes
Note 5 - Convertible Debentures and Derivative Liability	NOTE 5 – CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITY
	Through March 31, 2015, we have financed our operations primarily through the issuance of various convertible debentures.  For the three months ended March 31, 2015, we received cash proceeds of $758,587 from the issuance of new convertible debentures.  We also issued a new convertible debenture with the transfer of $128,460 fromstockholder advances.
	The debentures are generally unsecured and bear interest ranging from 6% to 22% per annum, with maturities ranging from two months to two years.  The outstanding principal and accrued interest of the debentures are convertible into shares of the Company’s common stock at a fixed conversion price ranging from $0.0025 to $30.00 per share or variable discounted pricing based on the market price of the Company’s common stock as defined in the debt agreement.
	We evaluated the convertible debentures in accordance with ASC Topic 815, “Derivatives and Hedging,” and determined that the conversion feature of the convertible promissory notes with variable conversion prices were not afforded the exemption for conventional convertible instruments due to their variable conversion rates.  The notes have no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. We elected to recognize the notes under paragraph 815-15-25-4, whereby there would be a separation into a host contract and derivative instrument. We elected to initially and subsequently measure the notes in their entirety at fair value, with changes in fair value recognized in earnings. We recorded a derivative liability and debt discount representing the imputed interest associated with the embedded derivative.
	For those convertible debentures with fixed conversion prices, we recorded a beneficial conversion feature at the inception of the debt to additional paid-in capital and to debt discount where the conversion price was less that the market price of the stock.
	The debt discount is amortized over the life of the note and recognized as interest expense.  For the three months ended March 31, 2015 and 2014, we amortized debt discount of $480,338 and $298,173, respectively, to interest expense.  The derivative liability is adjusted periodically according to the stock price fluctuations and was $13,137,648 and $2,718,652 at March 31, 2015 and December 31, 2014, respectively.  For purpose of estimating the fair value of the convertible debentures, we used the Black Scholes option valuation model.
	At March 31, 2015, the convertible debentures and related accrued interest payable were convertible into approximately 2,047,943,000 shares of our common stock.  Based on the assumptions used to estimate the fair value of the derivative liability at March 31, 2015 and assuming all lenders convert the notes payable at the March 31, 2015 conversion prices, the Company would have insufficient authorized shares of common stock to complete the debt conversions.
	As of March 31, 2015, several of the convertible debentures are delinquent.  We believe we have good relationships with most debenture holders, and continue to have discussions with them regarding the extension of maturity dates or settlement of amounts due.
	For purpose of determining the fair market value of the derivative liability, we used the Black Scholes option valuation model.  The significant assumptions used in the Black Scholes valuation of the derivative liability at March 31, 2015 are as follows:
	Stock price on the valuation date	$0.01
	Conversion price for the debt	$0.0015 - $0.0057
	Dividend yield	0.00%
	Years to maturity	0.25 - 1.43
	Risk free rate	.03% - .41%
	Expected volatility	301.53% - 436.70%
	These assumptions are subject to significant changes and market fluctuations from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material.
	During the three months ended March 31, 2015, the Company had the following activity in its derivative liability account:
	Derivative liability at December 31, 2014	$2,718,652
	Addition to liability for new debt issued	721,575
	Elimination of liability on conversion	-244,784
	Change in fair value	9,942,205
	Derivative liability at March 31, 2015	$13,137,648

Note_6_Notes_Payable

Note 6 - Notes Payable	3 Months Ended
	Mar. 31, 2015
Notes
Note 6 - Notes Payable	NOTE 6 – NOTES PAYABLE
	As of March 31, 2015, we had short-term notes payable to seven individuals or companies totalling $120,328.  These notes are unsecured, payable to non-related parties and bear interest ranging from 0% to 16% per annum.

Note_7_Stockholder_Advances

Note 7 - Stockholder Advances	3 Months Ended
	Mar. 31, 2015
Notes
Note 7 - Stockholder Advances	NOTE 7 – STOCKHOLDER ADVANCES
	Since the inception of the Company, we have relied on cash advances from certain stockholders to fund our operations.  These advances generally have no specified repayment terms and no stated rate of interest.  All advances are considered by us to be due on demand until such time as the advances are converted into notes payable, issuances of shares of our common stock or other formal repayment arrangements.  At March 31, 2015, stockholder advances totalled  $475,439.

Note_8_Longterm_Debt

Note 8 - Long-term Debt	3 Months Ended
	Mar. 31, 2015
Notes
Note 8 - Long-term Debt	NOTE 8 – LONG-TERM DEBT
	Our long-term debt consisted the following at March 31, 2015:
	Long-term convertible debentures,	$13,721
	net of discount of $32,301 (see Note 5)
	Long-term note payable, net of discount of $2,444	27,556
	Total	41,277
	Current portion	25,065
	Long-term debt	$16,212
	The long-term note payable is an unsecured note payable of $30,000 to an individual due July 30, 2016, with interest at 14% per annum.  Payment terms for the note payable are $350 per month for six months and $698 per month for sixty months, including interest. We are in default on the note payable at March 31, 2015 due to our failure to make timely payments in accordance with the terms of the note agreement.

Note_9_Stockholders_Deficit

Note 9 - Stockholders' Deficit	3 Months Ended
	Mar. 31, 2015
Notes
Note 9 - Stockholders' Deficit	NOTE 9 – STOCKHOLDERS’ DEFICIT
	We currently have 10,000,000 shares of $0.001 par value preferred stock authorized and 500,000,000 shares of $0.0025 par value common stock authorized.
	We have authorized the issuance of up to 1,000,000 shares of Series AA Preferred Stock.  Among other things, the Series AA Preferred Stock allows holders thereof enhanced voting rights based on ten thousand (10,000) votes per share of the Company’s common stock held by such holders of Series AA Preferred Stock.  The Series AA Preferred Stock is not convertible into common stock, does not pay dividends, and does not include a liquidation preference.  In June 2014, 20,000 shares of Series AA Preferred Stock were issued to each of the four members of the Company’s Board of Directors.
	We have also authorized the issuance of up to 1,000,000 shares of Series BB Preferred Stock.  Among other things, the Series BB Preferred Stock allows holders thereof voting rights equal to holders of common stock as a single class with respect to all matters submitted to holders of common stock, quarterly dividends payable in arrears in either cash or in kind, liquidation preferences, and is convertible at the option of the holder into 50 common shares of the Company.  In August 2014, a total of 186,000 shares of Series BB Preferred Stock was issued to two officers and one of our founders upon their surrender of a total of 9,300,000 shares of common stock.
	During the three months ended March 31, 2015, we issued a total of 80,486,541 shares of our common stock with a total value of $296,036 for conversion of debt.
	As of March 31, 2015, we had several convertible debentures and related accrued interest payable that were convertible into approximately 2,047,943,000 shares of our common stock.  We had 500,000,000 common shares authorized and 251,253,580 common shares issued and outstanding.  We will be required to increase the number of authorized shares of common stock in the event all convertible debt is converted into shares of our common stock.

Note_10_Stock_Options_and_Warr

Note 10 - Stock Options and Warrants	3 Months Ended
	Mar. 31, 2015
Notes
Note 10 - Stock Options and Warrants	NOTE 10 – STOCK OPTIONS AND WARRANTS
	During the three months ended March 31, 2015, we did not issue any new stock options or warrants.
	The following table summarizes the stock option and warrant activity during the three months ended March 31, 2015:
			Weighted Average	Weighted Average Remaining Contract Term
			Exercise
		Shares	Price
	Outstanding at December 31, 2014	4,977,267	$0.03
	Granted	-
	Exercised	-
	Expired or cancelled	-
	Outstanding, vested and exercisable	4,977,267	$0.03
	at March 31, 2015			4
	In May 2014, the Board of Directors of the Company adopted and approved the One World Holdings Inc. 2014 Stock Option and Stock Award Plan (the “Plan”).  Also, the holders of a majority of the Company’s outstanding common stock voted to approve and authorize adoption of the Plan.  A total of 2,000,000 shares of our common stock are available for issuance under the Plan.  Under the Plan, we may issue options, including incentive stock options and non-statutory stock options, restricted stock grants, or stock appreciation rights.  Awards under the Plan may be granted to employees, consultants, directors and individuals who meet the requirements defined in the Plan.

Note_11_Prepaid_Consulting_Ser

Note 11 - Prepaid Consulting Services	3 Months Ended
	Mar. 31, 2015
Notes
Note 11 - Prepaid Consulting Services	NOTE 11 – PREPAID CONSULTING SERVICES
	We have entered into various consulting agreements for financial and business development services to the Company, including agreements with our officers and directors.  Certain of these consulting agreements provide for cash compensation to the consultants; however, most are based on issuances of shares of our common stock in exchange for services.
	Under the consulting agreements that provide for share issuances, shares were generally issued at the inception of the agreements for services provided. There generally are no specified performance requirements and no provision in the agreements for return of the shares.  During the three months ended March 31, 2015, total compensation expense paid in common shares was $25,942.  Compensation expense is calculated based on the market price of the stock on the effective date of agreement and amortized over the period over which the services are provided to the Company.   As of March 31, 2015, the unamortized compensation was $90,000, $67,500 reported as a current asset, prepaid consulting services, and $22,500 reported as a long-term assets, long-term prepaid consulting services, on our condensed consolidated balance sheet.

Note_12_Related_Party_Transact

Note 12- Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Notes
Note 12- Related Party Transactions	NOTE 12– RELATED PARTY TRANSACTIONS
	Several of the consulting agreements discussed in Note 11 are with related parties.  Related parties consist primarily of our executive officers, directors and individuals affiliated through family relationships with our officers and directors.  There was no compensation expense paid in common shares to related parties during the three months ended March 31, 2015.
	In addition to compensation expense paid in stock, we had the following amounts paid for consulting and professional fees to related parties during the three months ended March 31, 2015:
	Founder, stockholder	$60,072
	Family of officers and directors	64,803
	Total related parties	$124,875
	As of March 31, 2015, we had convertible debentures of $5,000, $46,600 and $8,000, which are further discussed in Note 5, payable to three family members of our executive officers. The outstanding principal and interest are convertible into shares of our common stock at a conversion prices ranging from $0.01 to $30 per share.
	Accrued interest payable to these related parties totaled $19,518 at March 31, 2015.
	As of March 31, 2015, we had stockholder advances payable to related parties totaling $90,164.

Note_13_Supplemental_Statement

Note 13 - Supplemental Statement of Cash Flows Information	3 Months Ended
	Mar. 31, 2015
Notes
Note 13 - Supplemental Statement of Cash Flows Information	NOTE 13 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION
	During the three months ended March 31, 2015, we made no cash payments for income taxes.
	During the three months ended March 31, 2015, we made cash payments for interest totaling $70,187.
	During the three months ended March 31, 2015, we had the following non-cash financing and investing activities:
	·       Increased additional paid-in capital and debt discount by $48,100 for beneficial conversion feature of convertible notes payable.
	·       Increased debt discount and derivative liability by $721,575.
	·       Decreased stockholder advances and increased convertible debentures by $128,460.
	·       Decreased accrued interest payable by $1,569, decreased convertible debentures by $59,925, decreased debt discount by $30,603, decreased derivative liability by $244,784, increased common stock by $201,216 and increased additional paid-in capital by $94,820 for common shares issued in conversion of debt.

Note_14_Recent_Accounting_Pron

Note 14 - Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2015
Notes
Note 14 - Recent Accounting Pronouncements	NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS
	There were no new accounting pronouncements issued during the three months ended March 31, 2015 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

Note_15_Contingencies

Note 15 - Contingencies	3 Months Ended
	Mar. 31, 2015
Notes
Note 15 - Contingencies	NOTE 15 – CONTINGENCIES
	From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business, including claims relating to our past due debt.  Management, along with the assistance of counsel, will determine the ultimate disposition and potential impact of these matters on our financial condition, liquidity or results of operations.
	On November 4, 2014, we were named as a defendant in a civil lawsuit filed by Darling Capital, LLC, (“Darling”) a creditor of ours, in the New York Supreme Court, County of New York.  The plaintiff filed a Motion For Summary Judgment in Lieu of Complaint the same day. The plaintiff alleges, among other things, that we defaulted on our obligations under a Convertible Promissory Note held by Darling. The complaint seeks, among other relief, judgment against us in the amount of $57,627.  We are currently evaluating a response to this motion and intend to defend our interests vigorously.

Note_16_Subsequent_Events

Note 16 - Subsequent Events	3 Months Ended
	Mar. 31, 2015
Notes
Note 16 - Subsequent Events	NOTE 16 – SUBSEQUENT EVENTS
	To fund our operations subsequent to March 31, 2015, we incurred additional indebtedness totaling $106,660, consisting of five convertible debentures totaling $96,660 and one short-term note payable of $12,000.
	Subsequent to March 31, 2015, we issued a total of 24,511,147 shares of our common stock for debt conversions of $23,300 principal and $4,162 accrued interest payable.

Note_1_Description_of_Business1

Note 1 - Description of Business and Basis of Financial Statement Presentation (Policies)	3 Months Ended
	Mar. 31, 2015
Policies
Principles of Consolidation	Principles of Consolidation
	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, OWDPI and National Fuel and Energy, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

Note_3_Fair_Value_of_Financial1

Note 3 - Fair Value of Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Tables)	3 Months Ended
	Mar. 31, 2015
Tables/Schedules
Fair Value, Liabilities Measured on Recurring Basis
	Liabilities measured at fair value on a recurring basis are as follows at March 31, 2015:
		Total	Level 1	Level 2	Level 3
	Derivative liability	$13,137,648	-	-	$13,137,648
	Convertible debentures	1,725,339	-	-	1,725,339
	Current portion of long-term debt	25,065	-	-	25,065
	Long-term debt, net of current portion	16,212	-	-	16,212
	Total liabilities measured at fair value	$14,904,264	-	-	$14,904,264

Note_5_Convertible_Debentures_1

Note 5 - Convertible Debentures and Derivative Liability: Fair Value, Measurement Inputs, Disclosure (Tables)	3 Months Ended
	Mar. 31, 2015
Tables/Schedules
Fair Value, Measurement Inputs, Disclosure
	For purpose of determining the fair market value of the derivative liability, we used the Black Scholes option valuation model.  The significant assumptions used in the Black Scholes valuation of the derivative liability at March 31, 2015 are as follows:
	Stock price on the valuation date	$0.01
	Conversion price for the debt	$0.0015 - $0.0057
	Dividend yield	0.00%
	Years to maturity	0.25 - 1.43
	Risk free rate	.03% - .41%
	Expected volatility	301.53% - 436.70%

Note_5_Convertible_Debentures_2

Note 5 - Convertible Debentures and Derivative Liability: Schedule of Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2015
Tables/Schedules
Schedule of Derivative Liabilities	During the three months ended March 31, 2015, the Company had the following activity in its derivative liability account:
	Derivative liability at December 31, 2014	$2,718,652
	Addition to liability for new debt issued	721,575
	Elimination of liability on conversion	-244,784
	Change in fair value	9,942,205
	Derivative liability at March 31, 2015	$13,137,648

Note_8_Longterm_Debt_Schedule_

Note 8 - Long-term Debt: Schedule of Long-term Debt (Tables)	3 Months Ended
	Mar. 31, 2015
Tables/Schedules
Schedule of Long-term Debt	Our long-term debt consisted the following at March 31, 2015:
	Long-term convertible debentures,	$13,721
	net of discount of $32,301 (see Note 5)
	Long-term note payable, net of discount of $2,444	27,556
	Total	41,277
	Current portion	25,065
	Long-term debt	$16,212

Note_10_Stock_Options_and_Warr1

Note 10 - Stock Options and Warrants: Schedule of Stock Option and Warrant, Activity (Tables)	3 Months Ended
	Mar. 31, 2015
Tables/Schedules
Schedule of Stock Option and Warrant, Activity	The following table summarizes the stock option and warrant activity during the three months ended March 31, 2015:
			Weighted Average	Weighted Average Remaining Contract Term
			Exercise
		Shares	Price
	Outstanding at December 31, 2014	4,977,267	$0.03
	Granted	-
	Exercised	-
	Expired or cancelled	-
	Outstanding, vested and exercisable	4,977,267	$0.03
	at March 31, 2015			4

Note_12_Related_Party_Transact1

Note 12- Related Party Transactions: Schedule of Related Party Compensation Expense (Tables)	3 Months Ended
	Mar. 31, 2015
Tables/Schedules
Schedule of Related Party Compensation Expense
	In addition to compensation expense paid in stock, we had the following amounts paid for consulting and professional fees to related parties during the three months ended March 31, 2015:
	Founder, stockholder	$60,072
	Family of officers and directors	64,803
	Total related parties	$124,875

Note_2_Going_Concern_Details

Note 2 - Going Concern (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Details
Working Capital Deficit	($16,800,707)
Accumulated deficit	-27,788,721	-16,661,742
Total stockholders' deficit	($16,742,718)	($5,959,875)

Note_3_Fair_Value_of_Financial2

Note 3 - Fair Value of Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Derivative liability	$13,137,648	$2,718,652
Convertible debentures	1,725,339	1,359,680
Current portion of long-term debt	25,065	22,598
Long-term debt, net of current portion	16,212	9,800
Total liabilities measured at fair value	14,904,264
Fair Value, Inputs, Level 1
Derivative liability	0
Convertible debentures	0
Current portion of long-term debt	0
Long-term debt, net of current portion	0
Total liabilities measured at fair value	0
Fair Value, Inputs, Level 2
Derivative liability	0
Convertible debentures	0
Current portion of long-term debt	0
Long-term debt, net of current portion	0
Total liabilities measured at fair value	0
Fair Value, Inputs, Level 3
Derivative liability	13,137,648
Convertible debentures	1,725,339
Current portion of long-term debt	25,065
Long-term debt, net of current portion	16,212
Total liabilities measured at fair value	$14,904,264

Note_4_Income_loss_Per_Share_D

Note 4 - Income (loss) Per Share (Details) (Employee Stock Option)	3 Months Ended
	Mar. 31, 2015
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,977,267

Note_5_Convertible_Debentures_3

Note 5 - Convertible Debentures and Derivative Liability (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Proceeds from convertible debentures	$758,587	$251,000
Amortization of debt discount to interest expense	480,338	298,173
Derivative liability	13,137,648		2,718,652
Common Stock
Debt Instrument, Convertible, Number of Equity Instruments	2,047,943,000
Convertible debentures
Proceeds from convertible debentures	758,587
Convertible debentures | Minimum
Interest Rate	6.00%
Debt Instrument, Term	2 months
Conversion Price	$0.00
Convertible debentures | Maximum
Interest Rate	22.00%
Debt Instrument, Term	2 years
Conversion Price	$30
Convertible debentures | Transfer From Stockholder Advances
Debt Conversion, Converted Instrument, Amount	$128,460

Note_5_Convertible_Debentures_4

Note 5 - Convertible Debentures and Derivative Liability: Fair Value, Measurement Inputs, Disclosure (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Fair Value Measurements, Valuation Techniques	Black Scholes option valuation model
Stock price on the valuation date	$0.01
Dividend yield	0.00%
Minimum
Conversion price for the debt	$0.00
Years to maturity	3 months
Risk free rate	0.03%
Expected volatility	301.53%
Maximum
Conversion price for the debt	$0.01
Years to maturity	1 year 5 months 5 days
Risk free rate	0.41%
Expected volatility	436.70%

Note_5_Convertible_Debentures_5

Note 5 - Convertible Debentures and Derivative Liability: Schedule of Derivative Liabilities (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Details
Derivative liability, beginning balance	$2,718,652
Addition to liability for new debt issued	721,575
Elimination of liability on conversion	-244,784
Change in fair value	9,942,205
Derivative liability, ending balance	$13,137,648

Note_6_Notes_Payable_Details

Note 6 - Notes Payable (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Notes payable	$120,328	$120,328
Note Payable | Minimum
Interest Rate	0.00%
Note Payable | Maximum
Interest Rate	16.00%

Note_7_Stockholder_Advances_De

Note 7 - Stockholder Advances (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Details
Stockholder advances	$475,439	$569,439

Note_8_Longterm_Debt_Schedule_1

Note 8 - Long-term Debt: Schedule of Long-term Debt (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Long-term convertible debentures, net of discount of $32,301 (see Note 5)	$13,721
Long-term note payable, net of discount of $2,444	27,556
Total	41,277
Current portion	25,065	22,598
Long-term debt	16,212	9,800
Long-term convertible debentures
Less discount	32,301
Long-term note payable
Less discount	$2,444

Note_8_Longterm_Debt_Details

Note 8 - Long-term Debt (Details) (Long-term note payable, USD $)	3 Months Ended
	Mar. 31, 2015
Long-term note payable
Original Principal Amount	$30,000
Debt Instrument, Maturity Date	30-Jul-16
Interest Rate	14.00%
Debt Instrument, Payment Terms	Payment terms for the note payable are $350 per month for six months and $698 per month for sixty months, including interest.

Note_9_Stockholders_Deficit_De

Note 9 - Stockholders' Deficit (Details) (USD $)	1 Months Ended	3 Months Ended	1 Months Ended
	Aug. 30, 2014	Mar. 31, 2015	Jun. 30, 2014	Dec. 31, 2014
Preferred Stock, Shares Authorized		10,000,000		10,000,000
Preferred Stock, Par Value		$0.00		$0.00
Common Stock, par or stated value		$0.00		$0.00
Common Stock, shares authorized		500,000,000		500,000,000
Common Stock, shares issued		251,253,580		170,767,039
Series AA Preferred Stock
Preferred Stock, Shares Authorized		1,000,000
Preferred Stock, Par Value		$0.00		$0.00
Series BB Preferred Stock
Preferred Stock, Shares Authorized		1,000,000
Preferred Stock, Par Value		$0.00		$0.00
Common Stock
Common Stock, par or stated value		$0.00
Conversion of Stock, Shares Converted	9,300,000
Debt Instrument, Convertible, Number of Equity Instruments		2,047,943,000
Series AA Preferred Stock
Preferred Stock, Terms		Series AA Preferred Stock allows holders thereof enhanced voting rights based on ten thousand (10,000) votes per share of the Company’s common stock held by such holders of Series AA Preferred Stock. The Series AA Preferred Stock is not convertible into common stock, does not pay dividends, and does not include a liquidation preference
Stock Issued During Period, Shares, New Issues			20,000
Series BB Preferred Stock
Preferred Stock, Terms		convertible at the option of the holder into 50 common shares of the Company
Shares of Preferred Stock in Exchange for Common Stock	186,000

Note_10_Stock_Options_and_Warr2

Note 10 - Stock Options and Warrants: Schedule of Stock Option and Warrant, Activity (Details) (Stock Options and Warrants, USD $)	3 Months Ended
	Mar. 31, 2015
Stock Options and Warrants
Outstanding, Beginning Balance	4,977,267
Outstanding, Vested and Exercisable, Weighted Average Exercise Price, Beginning Balance	$0.03
Granted	0
Exercised	0
Expired or cancelled	0
Outstanding, Vested and Exercisable, Ending Balance	4,977,267
Outstanding, Vested and Exercisable, Weighted Average Exercise Price, Ending Balance	$0.03
Outstanding, Vested and Exercisable, Weighted Average Remaining Term in Years	4 years

Note_10_Stock_Options_and_Warr3

Note 10 - Stock Options and Warrants (Details) (Stock Options and Warrants)	Mar. 31, 2015
Stock Options and Warrants
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	2,000,000

Note_11_Prepaid_Consulting_Ser1

Note 11 - Prepaid Consulting Services (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Prepaid consulting services	$67,500	$93,442
Long-term prepaid consulting services	22,500	22,500
Consulting Agreements
Allocated Share-based Compensation Expense	25,942
Unamortized compensation paid in common shares, current portion	90,000
Prepaid consulting services	67,500
Long-term prepaid consulting services	$22,500

Note_12_Related_Party_Transact2

Note 12- Related Party Transactions: Schedule of Related Party Compensation Expense (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Professional Fees	$124,875
Founder, stockholder
Professional Fees	60,072
Family of officers and directors
Professional Fees	$64,803

Note_12_Related_Party_Transact3

Note 12- Related Party Transactions (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Accrued interest payable	$347,766	$277,264
Stockholder advances	475,439	569,439
Convertible debentures | Minimum
Conversion Price	$0.00
Convertible debentures | Maximum
Conversion Price	$30
Family member of Executive Officers 1
Original Principal Amount	5,000
Family member of Executive Officers 2
Original Principal Amount	46,600
Family member of Executive Officers 3
Original Principal Amount	8,000
Family of officers and directors
Stockholder advances	90,164
Family of officers and directors | Convertible debentures
Accrued interest payable	$19,518
Family of officers and directors | Convertible debentures | Minimum
Conversion Price	$0.01
Family of officers and directors | Convertible debentures | Maximum
Conversion Price	$30

Note_13_Supplemental_Statement1

Note 13 - Supplemental Statement of Cash Flows Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Taxes Paid	$0
Interest Paid	70,187
Increase (decrease) in accrued interest payable	72,071	49,707
Transaction 1
Increase (decrease) in debt discount	48,100
Transaction 2
Increase (decrease) in debt discount	721,575
Change in Derivative Liabilities	721,575
Transaction 3 | Convertible debentures
Increase (decrease) in stockholder advances	-128,460
Debt Instrument, Increase (Decrease), Net	128,460
Transaction 4
Increase (decrease) in debt discount	-30,603
Change in Derivative Liabilities	-244,784
Transaction 4 | Convertible debentures
Debt Instrument, Increase (Decrease), Net	-59,925
Increase (decrease) in accrued interest payable	-1,569
Additional Paid-In Capital | Transaction 1
Beneficial conversion feature of convertible debt	48,100
Additional Paid-In Capital | Transaction 4
Common stock issued for conversion of debt, Value	94,820
Common Stock | Transaction 4
Common stock issued for conversion of debt, Value	$201,216

Note_15_Contingencies_Details

Note 15 - Contingencies (Details) (USD $)	1 Months Ended
	Nov. 30, 2014
Details
Loss Contingency, Damages Sought, Value	$57,627

Note_16_Subsequent_Events_Deta

Note 16 - Subsequent Events (Details) (Subsequent Event, USD $)	3 Months Ended
	Mar. 31, 2015
Original Principal Amount	$106,660
Principal
Debt Conversion, Original Debt, Amount	23,300
Interest
Debt Conversion, Original Debt, Amount	4,162
Common Stock
Debt Conversion, Converted Instrument, Shares Issued	24,511,147
Convertible debentures
Original Principal Amount	96,660
Note Payable
Original Principal Amount	$12,000