Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 07, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Fuelstream INC | ' |
Entity Central Index Key | '0001024920 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'true | ' |
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 | ' | 1,850,478,422 |
Amendment Description | ' | ' |
The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission on November 19, 2014 (the “Form 10-Q”), is to furnish Exhibit 3.1 and Exhibit 101 to the Form 10-Q. Exhibit 3.1 provides the Amended and Restated Certificate of Incorporation of Fuelstream, Inc and Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language). | ||
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $60,049 | $0 |
Accounts receivable, net of allowance | 68,825 | 28,000 |
Total Current Assets | 128,874 | 28,000 |
TOTAL ASSETS | 128,874 | 28,000 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 899,287 | 826,832 |
Due to related parties | 58,037 | 56,973 |
Accrued expenses | 1,318,492 | 788,771 |
Convertible debenture/notes payable - short term (net of discount of $77,122 and $286,751, respectively) | 417,575 | 226,250 |
Convertible notes payable - related parties | 236,622 | 211,254 |
Notes payable | 1,034,610 | 1,093,382 |
Notes payable - related parties | 2,137,041 | 2,115,870 |
Derivative liability | 448,019 | 558,548 |
Total Current Liabilities | 6,549,683 | 5,877,880 |
LONG TERM LIABILITIES | ' | ' |
Convertible debenture/notes payable (net of discount of $-0- and $50,082, respectively) | 0 | 4,918 |
Total Long Term Liabilities | 0 | 4,918 |
TOTAL LIABILITIES | 6,549,683 | 5,882,798 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, $0.0001 par value; 200 shares authorized, 200 and 200 shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 2,500,000,000 and 150,000,000 shares authorized, 1,413,672,725 and 37,709,552 shares issued and outstanding, respectively | 141,367 | 3,771 |
Additional paid-in capital | 52,362,644 | 50,126,878 |
Accumulated deficit | -58,924,820 | -55,985,447 |
Total Stockholders' Deficit | -6,420,809 | -5,854,798 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $128,874 | $28,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible debenture/notes payable - short term, net of discount | $77,122 | $286,751 |
Convertible debenture/notes payable - net of discount | $0 | $50,082 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 200 | 200 |
Preferred stock, shares issued | 200 | 200 |
Preferred stock, shares outstanding | 200 | 200 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 2,500,000,000 | 150,000,000 |
Common stock, shares issued | 1,413,672,725 | 37,709,552 |
Common stock, shares outstanding | 1,413,672,725 | 37,709,552 |
Condensed_Colsolidated_Stateme
Condensed Colsolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
NET SALES | $382,073 | $30,000 | $639,661 | $30,000 |
COST OF SALES | 313,476 | 26,895 | 534,371 | 26,895 |
GROSS MARGIN | 68,597 | 3,105 | 105,290 | 3,105 |
OPERATING EXPENSES | ' | ' | ' | ' |
Selling, general and administrative | 448,022 | 444,265 | 1,337,944 | 1,363,113 |
Total Operating Expenses | 448,022 | 444,265 | 1,337,944 | 1,363,113 |
LOSS FROM OPERATIONS | -379,425 | -441,160 | -1,232,654 | -1,360,008 |
OTHER INCOME (EXPENSES) | ' | ' | ' | ' |
Gain on conversion of debt | 47,843 | 0 | 112,457 | 0 |
(Loss) Gain on change in fair value of derivative liability | -319,205 | 70,531 | 209,918 | 208,100 |
Interest expense (including amortization of debt discount of $251,768, $233,153, $1,176,353 and $328,716, respectively) | -468,024 | -618,486 | -2,029,094 | -1,015,940 |
Total Other (Expenses) | -739,386 | -547,955 | -1,706,719 | -807,840 |
LOSS BEFORE INCOME TAXES | -1,118,811 | -989,115 | -2,939,373 | -2,167,848 |
INCOME TAX EXPENSE | 0 | 0 | 0 | 0 |
NET LOSS | ($1,118,811) | ($989,115) | ($2,939,373) | ($2,167,848) |
BASIC AND DILUTED: | ' | ' | ' | ' |
Net loss per common share | $0 | ($0.04) | ($0.01) | ($0.12) |
Weighted average shares outstanding | 529,896,732 | 22,273,334 | 301,807,307 | 17,650,764 |
Condensed_Colsolidated_Stateme1
Condensed Colsolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Amortization of debt discount | $251,768 | $233,153 | $1,176,353 | $328,716 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($2,939,373) | ($2,167,848) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Gain on conversion of debt | -112,457 | ' |
Common stock issued for services | 605 | 0 |
Stock based compensation | 103,218 | 654,410 |
Operating expenses incurred by noteholders on behalf of the Company | 270,969 | 34,272 |
Non-cash interest expenses | 336,171 | 333,437 |
Change in fair value of derivative liability | -209,918 | -208,100 |
Amortization of debt discounts | 1,176,353 | 328,716 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -40,825 | 152,000 |
Accounts payable and accrued expenses | 982,949 | 515,788 |
Due to related parties | 1,064 | 59,973 |
Net Cash Used in Operating Activities | -256,399 | -297,352 |
CASH FLOWS FROM INVESTING ACTIVITIES: | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from sale of common stock | 0 | 142,193 |
Net proceeds from notes payable | 421,948 | 112,000 |
Net proceeds from notes payable - related parties | 26,000 | 0 |
Payments on notes payable | -131,500 | 0 |
Net Cash Provided by Financing Activities | 316,448 | 254,193 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 60,049 | -43,159 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 43,159 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 60,049 | 0 |
Cash Payments For: | ' | ' |
Interest | 601 | 118 |
Income taxes | 0 | 0 |
Initial derivative liability on convertible note payable | 803,378 | 540,701 |
Beneficial conversion feature on convertible note credited to additional paid in capital | 435,156 | 0 |
Common stock issued for settlement of notes payable and accrued interest | 142,745 | 1,336,080 |
Reclassification from accrued interest to note payable - related party | 0 | 837,370 |
Reclassification of note from related party to non-related party | 0 | 200,000 |
Accrued expenses paid by convertible noteholder | 0 | 31,500 |
Common stock issued for the conversion of debt and accrued interest | 1,306,009 | 73,296 |
Common stock issued for the conversion of debt and accrued interest related party | 210,784 | 0 |
Accrued interest converted to notes payable | 131,659 | 0 |
Accounts payable converted to notes payable related party | 158,000 | 0 |
Extinguished derivative liability on conversion of convertible note payable | $703,989 | $0 |
NOTE_1_SIGNIFICANT_ACCOUNTING_
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS | ' |
NOTE 1 -SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2013. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |
Organization and Nature of Operation | |
Fuelstream, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 12, 1996 under the name of “Durwood, Inc.”From April 6, 1999 to April 9,2010, the Company operated as a sports marketing firm under the name of “Sportsnuts, Inc.” On April 9, 2010, the Company changed its name to Fuelstream, Inc. and changed its business model to become a fuel transportation and logistics company. | |
On April 11, 2011, the Company entered into a joint venture agreement (“Joint Venture”) with Aviation Fuel International, Inc., a Florida corporation (“AFI”) and a purchaser and reseller of aviation fuel for commercial and private aircraft. The Joint Venture required the Company to contribute up to $200,000 in respect of supplying aviation fuel to various commercial aircraft via tanker trucks which were intended to be acquired by the Joint Venture. The Company ultimately contributed $183,500 in connection with the Joint Venture. On January 18, 2012, the Joint Venture was terminated upon completion of the acquisition of AFI, which is now a wholly-owned subsidiary of the Company (refer to note 3). | |
On May 10, 2012, the Company along with two partners formed AFI South Africa LLC (“AFI SA”), immediately the Company purchased shares of the other partners to become 100% owner of AFI SA (refer to note 3). AFI SA was effective as Limited Liability Company under the Act by the filing organization with the office of the Secretary of State of Florida on May 11, 2012. The Company has been organized for the purpose of partnering with Global Aviation for brokering the sale of Fuel for aircraft in South Africa. | |
Use of Estimates | |
The preparation of unaudited condensed consolidated financial statements in conformity 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Revenue Recognition | |
The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10,Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. | |
ASC605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements(“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. | |
Principles of Consolidation | |
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated | |
Cash | |
The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. | |
Income Taxes | |
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting. | |
Net Loss per share | |
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Common share equivalents are excluded from the diluted earnings (loss) per share computation if their effect is anti-dilutive. | |
Stock based compensation | |
The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. | |
Stock based compensation recorded in the unaudited condensed consolidated financial statements for the nine months ended September 30, 2014 and 2013 were $103,218 and $ 214,859, respectively. | |
Financial Instruments | |
On January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: | |
- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities inactive markets. | |
- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
- Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. | |
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. | |
Derivative Liabilities | |
The Company assessed the classification of its derivative financial instruments as of September 30, 2014, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. | |
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. | |
Convertible Instruments | |
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. | |
Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. | |
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | |
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. | |
Recently adopted accounting pronouncements | |
The Company has adopted all applicable recently-issued accounting pronouncements. The adoption of the accounting pronouncements, including any not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. | |
Reclassification | |
Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses. |
NOTE_2_GOING_CONCERN_CONSIDERA
NOTE 2 - GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 2 - GOING CONCERN CONSIDERATIONS | ' |
NOTE 2 - GOING CONCERN CONSIDERATIONS | |
The accompanying unaudited condensed consolidated financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reported in its Annual Report on Form 10-K for the year ended December 31, 2013, the Company has an accumulated deficit of $55,985,447 from inception of the Company through December 31, 2013. It should be noted that prior to the acquisition of AFI as discussed in Note 3, the Company had an accumulated deficit of $32,105,264 as reported in its Annual Report on Form 10-K for the year ended December 31, 2011. The accumulated deficit as of September 30, 2014 was $58,924,820 and the total stockholders’ deficit at September 30, 2014 was $6,420,809 and had working capital deficit (current liabilities minus current assets) of $6,420,809, continued losses and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows: | |
The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues by brokering the sale of aircraft fuel. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties. |
NOTE_3_ACQUISITION
NOTE 3 - ACQUISITION | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
NOTE 3 - ACQUISITION | ' |
NOTE 3 - ACQUISITION | |
On January 18, 2012 the Company completed the acquisition of 100% of the equity of Aviation Fuel International, Inc., a Florida corporation (“AFI”). AFI is a purchaser and reseller of aviation fuel for commercial and private aircraft. The consideration for the acquisition of AFI consisted of 7,400,000 shares of restricted common stock, loan receivable adjusted for $183,500 and a note payable in the amount of $1,000,000. As part of the acquisition, the Company recorded goodwill in the amount of $6,000,410 on June 25, 2013. The Company disaffirmed the note payable of $1,000,000. However, until the Company receives a judicially approved release, the note payable will remain on the financial statements and is included in the balance sheet as of September 30, 2014. Prior to the acquisition, AFI had accumulated notes payable of $1,356,300 and accounts payable of $536,610. These liabilities have been recorded in the condensed consolidated balance sheet. These liabilities are due from AFI and were not incurred or guaranteed by the parent company, Fuelstream, Inc. |
NOTE_4_LOSS_CONTINGENCIES
NOTE 4 - LOSS CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
NOTE 4 - LOSS CONTINGENCIES | ' |
NOTE 4 - LOSS CONTINGENCIES | |
The Company is involved with various legal proceedings as described in Part II Item I of this Form 10-Q. The Company has evaluated these contingencies per the requirements of ASC 450-20 (previously SFAS 5, “Accounting for Contingencies”) and determined that the likelihood of loss from these proceedings are remote. |
NOTE_5_ACCOUNTS_RECEIVABLE
NOTE 5 - ACCOUNTS RECEIVABLE | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
NOTE 5 - ACCOUNTS RECEIVABLE | ' | ||||||||
NOTE 5 - ACCOUNTS RECEIVABLE | |||||||||
Accounts receivable at September 30, 2014 and December 31, 2013 are as follow: | |||||||||
September 30, | 31-Dec-13 | ||||||||
2014 | |||||||||
Accounts receivable | $ | 738,826 | $ | 698,000 | |||||
738,826 | 698,000 | ||||||||
Less: allowance on accounts receivable | (670,000 | ) | (670,000 | ) | |||||
Accounts receivable, net | $ | 68,826 | 28,000 | ||||||
The Company is involved in disputes with $698,000 of the above accounts receivable and has filed a lawsuit. |
NOTE_6_ACCOUNTS_PAYABLE_AND_AC
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2014 | |
Payables and Accruals [Abstract] | ' |
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' |
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
The accounts payable of $899,287, as of September 30, 2014, includes two parties who are seeking motion for entry for final garnishment judgment. The Company has assumed these two accounts payable with the acquisition of AFI (refer to note 3). Per court order interest is calculated at rate of 6% per annum on $325,138 on one of the accounts payable and 18% on $192,061 (principal amount) of the second accounts payable. Accrued interest on accounts payable balance as of September 30, 2014 and December 31, 2013 is $169,588 and $129,028, respectively. Interest expense of $40,560 was charged to expenses during the nine months ended September 30, 2014. |
NOTE_7_NOTES_PAYABLE
NOTE 7 - NOTES PAYABLE | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
NOTE 7 - NOTES PAYABLE | ' | ||||||||
NOTE 7 - NOTES PAYABLE | |||||||||
Notes payable consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Notes payable, issued on May 6, 2011, unsecured, interest at 10% per annum, due on demand. | $ | 59,500 | $ | 59,500 | |||||
Notes payable, issued on August 25, 2010, unsecured, interest at 10% per annum due on demand. | 172,500 | 172,500 | |||||||
Notes payable issued on October 18, 2010 to individual, unsecured, interest at 15% per annum, due on demand(1) | 786,300 | 786,300 | |||||||
Notes payable issued on October 5, 2013 to individual, unsecured, interest at 8%per annum, due on demand. | — | 28,500 | |||||||
Notes payable issued on October 17, 2013 to a company, unsecured, interest at 16% per annum, due on demand. | — | 5,000 | |||||||
Notes payable issued on October 4, 2013, January 16, 2014, and January 22, 2014 to a company, unsecured, interest at 8% per annum, due on demand. | 8,000 | 6,000 | |||||||
Notes payable issued on March 5, 2013 to individual, unsecured, interest at 8% per annum, due on demand. | 7,500 | 7,500 | |||||||
Notes payable issued on July 1, 2013 to company, unsecured, interest at 8% per annum, due on demand | 810 | 28,082 | |||||||
Total notes payable | 1,034,610 | 1,093,382 | |||||||
Less: current portion | (1,034,610 | ) | (1,093,382 | ) | |||||
Long-term notes payable | $ | — | $ | — | |||||
Maturities of notes payable are as follows: | |||||||||
Year Ending September 30, | Amount | ||||||||
2015 | $ | 1,034,610 | |||||||
$ | 1,034,610 | ||||||||
Total | |||||||||
Accrued interest on notes payable as of September 30, 2014 was $467,636 and as of December 31, 2013 was $363,507. Interest expense of $106,017 has been charged to expenses for the nine months ended September 30, 2014. | |||||||||
1) | This Note payable was assumed on the acquisition of AFI. The Company is negotiating a settlement agreement for $786,300, inclusive of all interest on the date of settlement. |
NOTE_8_CONVERTIBLE_DEBENTURENO
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE | ' | ||||||||
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | — | $ | 92,384 | ||||||
Notes payable issued on March 21, 2012, unsecured, interest included, due on March 21, 2014,convertible into common stock at $1.00 per share (less unamortized debt discount of $-0- and $12,616, respectively) | |||||||||
— | 10,000 | ||||||||
Convertible note issued on March 2013, unsecured, interest at 8%, due on October 05, 2013, in default. | |||||||||
— | 81,989 | ||||||||
Convertible note issued on January 2014, unsecured, interest at 8%, due on November 3, 2014 (in default). Unamortized debt discount of $16,375 and $92,011, respectively | |||||||||
2,185 | 4,918 | ||||||||
Convertible note issued on October 2013, December 2013 and February 2014, unsecured, zero interest if paid on or before 90 days otherwise one time interest charge of 12%, due on October 2, 2015 December 9, 2015 and February 20, 2016. Unamortized debt discount of $4,995 and $50,082, respectively | |||||||||
9,311 | 6,493 | ||||||||
Convertible note issued on October 2013, unsecured, interest at 6%, due on October 13, 2014 (in default). Unamortized debt discount of $601 and $23,507, respectively | |||||||||
136,700 | 3,201 | ||||||||
Convertible note issued on December 2013 and January 2014, unsecured, interest at 8%, due on December 12, 2014, July 20, 2014 (in default) and January 30, 2015. Unamortized debt discount of $-0- and $58,299, respectively | |||||||||
— | 32,183 | ||||||||
Convertible note issued on December 2013, unsecured, interest at 6%, due on December 12, 2014. Unamortized debt discount of $-0- and $100,317, respectively | |||||||||
11,209 | — | ||||||||
Convertible note issued on January 2, 2014, unsecured, interest at 10%, due on June 2, 2014 (in default), convertible into common stock at 60% of the bid price on the date of conversion, (less unamortized debt discount of $-0- and $-0-, respectively) | |||||||||
6,669 | — | ||||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on April 10, 2014 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
2,679 | — | ||||||||
Convertible note issued on April 4, 2014, unsecured, interest at 10%, due on May 4, 2014 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
52,451 | — | ||||||||
Convertible note issued on March 31, 2014, unsecured, interest at 8%, due on January 2, 2015. Unamortized debt discount of $31,049 and $-0-, respectively. | |||||||||
93,000 | — | ||||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on September 1, 2014 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
25,000 | — | ||||||||
Convertible note issued on June 4, 2014, unsecured, interest at 16%, due on April 1, 2000 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
25,000 | — | ||||||||
Convertible note issued on June 1, 2014, unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
18,750 | — | ||||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $6,250 and $-0-, respectively. | |||||||||
1,620 | — | ||||||||
Convertible note issued on May 16, 2014, unsecured, interest at 8%, due on November 16, 2014 (in default). Unamortized debt discount of $355 and $-0-, respectively. | |||||||||
1,224 | — | ||||||||
Convertible note issued on June 30, 2014, unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $705 and $-0-, respectively. | |||||||||
2,706 | — | ||||||||
Convertible note issued on July 9, 2014, unsecured, interest at 10%, due on February 9, 2015. Unamortized debt discount of $1,851 and $-0-, respectively. | |||||||||
3,500 | — | ||||||||
Convertible note issued on August 29, 2014, unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $3,500 and $-0-, respectively. | |||||||||
10,431 | — | ||||||||
Convertible note issued on September 2, 2014, unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $11,921 and $-0-, respectively. | |||||||||
13,601 | — | ||||||||
Convertible note issued on September 2, 2014, unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $15,544 and $-0-, respectively. | |||||||||
1,539 | — | ||||||||
Convertible note issued on September 8, 2014, unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $351 and $-0-, respectively. | |||||||||
Total notes payable | 417,575 | 231,168 | |||||||
Less: current portion | (417,575 | ) | (4,918 | ) | |||||
Long-term convertible debenture/notes payable | $ | — | $ | 226,250 | |||||
Convertible note issued March 21, 2012 | |||||||||
On March 21, 2012, the Company issued a $250,000 Convertible Promissory Note which is convertible into 250,000 shares of the Company’s common stock at the holder’s option, or $1.00 per share, and there is no fluctuation in this conversion rate. | |||||||||
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $250,000 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is charged to current period operations as interest expense using the effective interest method over the term of the note. | |||||||||
In the year 2012, the holder of the promissory note made payments of $200,000 directly to vendors of the Company for purchase of fuel and paid $50,000 directly to the Company. As part of the joint venture agreement the Company has agreed to pay 50% of all the profits generated by all the fuel transactions in South Africa. | |||||||||
On December 12, 2013, the Note holder assigned $145,000 of its note to another note holder. | |||||||||
Convertible debenture July 2013 August 2013, October 2013 and January 2014 | |||||||||
On July 19, 2013, the Company issued a $78,500 Convertible Promissory Note which bears interest at a rate of 8% and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. | |||||||||
On August 26, 2013, the Company issued a $53,000 Convertible Promissory Note which bears interest at a rate of 8% and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. | |||||||||
On October 23, 2013, the Company issued a $42,500 Convertible Promissory Note which bears interest at a rate of 8%, due on July 25,2014 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid(“Default Interest”) and the note also has prepayment penalty clause. | |||||||||
On January 30, 2014, the Company issued a $78,500 Convertible Promissory Note which bears interest at a rate of 8%, due on November 3, 2014 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and the note also has prepayment penalty clause. | |||||||||
The Company received a net of $185,000 from the debenture holder, $6,500 was paid towards the accrued legal expenses and due diligence fees and $36,000 toward legal and professional fees and $25,000 was paid toward accrued professional fees. | |||||||||
During the nine months ended September 30, 2014, the Company paid $131,500 for July 2013, August 2013 and October 2013 note. In addition, the Company paid $42,500 as a prepayment penalty which has been recorded as interest expense. | |||||||||
The Company identified embedded derivatives related to the Convertible Promissory Note entered into in January 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $130,485 of the embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following assumptions: | |||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 268.98 | % | |||||||
Risk free rate: | 0.08 | % | |||||||
The initial fair value of the embedded debt derivative of $130,485 was allocated as a debt discount up to the proceeds of the note ($78,500) with the remainder ($51,985) charged to current period operations as interest expense for the nine months ended September 30, 2014. | |||||||||
Convertible debenture December 2013 and January 2014 | |||||||||
During the nine months ended September 30, 2014, the Company issued two notes of total a $228,500 Convertible Promissory Note which bears interest at a rate of 8%, due on July 20, 2014 and January 30, 2015 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and the note also has prepayment penalty clause. | |||||||||
The Company identified embedded derivatives related to the Convertible Promissory Note entered into in January 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $383,457 of the embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following assumptions: | |||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 267.19%-268.98 | % | |||||||
Risk free rate: | 0.07%-0.10 | % | |||||||
The initial fair value of the embedded debt derivative of $383,457 was allocated as a debt discount up to the proceeds of the note ($228,500) with the remainder ($154,957) charged to current period operations as interest expense for the nine months ended September 30, 2014. | |||||||||
Convertible debenture October 2013, December 2013 and February 2014 | |||||||||
During the nine months ended September 30, 2014, the Company issued notes of total a $25,000 Convertible Promissory Note which bears interest at a rate of 8%, due on February 20, 2016 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and the note also has prepayment penalty clause. | |||||||||
The Company identified embedded derivatives related to the Convertible Promissory Note entered into in January 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $39,722 of the embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following assumptions: | |||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 270.02 | % | |||||||
Risk free rate: | 0.34 | % | |||||||
The initial fair value of the embedded debt derivative of $39,722 was allocated as a debt discount up to the proceeds of the note ($25,000) with the remainder ($14,722) charged to current period operations as interest expense for the nine months ended September 30, 2014. | |||||||||
Convertible debenture January 2014 | |||||||||
During the nine months ended September 30, 2014, the Company issued notes of total a $11,209 Convertible Promissory Note which bears interest at a rate of 8%, due on June 2, 2014 and is convertible into the Company’s common stock at the maker’s option, at the conversion rate of 40% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the lesser of i) 10 percent (10%) per annum or ii) the maximum rate allowed under the applicable law until paid in full or until the Note is reinstated. | |||||||||
The Company analyzed the convertible debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial conversion feature was determined to be $7,473 and was recorded as debt discount. | |||||||||
The fair value of the described embedded derivative for all the convertible note is of $459,711 at September 30, 2014 was determined using the Binomial Lattice Model with the following assumptions: | |||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 266.94 | % | |||||||
Risk free rate: | 0.05%-0.41 | % | |||||||
Convertible debenture August 2014 and September 2014 | |||||||||
During the nine months ended September 30, 2014, the Company issued notes of total a $60,388 Convertible Promissory Note which bears interest at a rate of 12%, due on November 1, 2014 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest day trading price for ten trading days immediately preceding the date of conversion. | |||||||||
The Company identified embedded derivatives related to the Convertible Promissory Note entered into in August and September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of these derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $100,646 of the embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following assumptions: | |||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 304.14%-309.19 | % | |||||||
Risk free rate: | 0.02 | % | |||||||
The initial fair value of the embedded debt derivative of $100,646 was allocated as a debt discount up to the proceeds of the note ($60,388) with the remainder ($40,258) charged to current period operations as interest expense for the nine months ended September 30, 2014. | |||||||||
At September 30, 2014, the Company adjusted the recorded fair value of the derivative liability to market on all notes resulting in non-cash, non-operating loss of $238,381 for the nine months ended September 30, 2014. | |||||||||
During the nine months ended September 30, 2014 and 2013 the Company amortized $335,021 and $45,864, respectively,of beneficial debt discount to the operations as interest expense |
NOTE_9_CONVERTIBLE_NOTES_PAYAB
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES | ' | ||||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES | |||||||||
Convertible Notes payable - related parties consist of the following | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible note issued in October 2013, unsecured, interest at 8%, due on demand. | $ | 1,710 | $ | 17,000 | |||||
Convertible note issued in October 2013, unsecured, interest at 8%, due on demand. | 51,370 | 194,254 | |||||||
Convertible note issued in January 2014, unsecured, interest at 10%, due on demand. | 45,000 | — | |||||||
Convertible note issued on April 3, 2014, unsecured, interest at 10%, due on demand. | 14,000 | — | |||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on demand. | 45,000 | — | |||||||
Convertible note issued on May 21, 2014, unsecured, interest at 10%, due on demand. | 4,000 | — | |||||||
Convertible note issued on June 4, 2014, unsecured, interest at 16%, due on April 1, 2000. | 30,542 | — | |||||||
Convertible note issued on July 1, 2014, unsecured, interest at 10%, due on demand. | 45,000 | — | |||||||
Total convertible notes payable - related parties | 236,622 | 211,254 | |||||||
Less: current portion | (236,622 | ) | (211,254 | ) | |||||
Long-term convertible notes payable - related parties | $ | — | $ | — | |||||
Convertible debenture October 2013 | |||||||||
On October 1, 2013 the Company issued a $17,000 Convertible Promissory Note against the accounts payable, which bears interest at a rate of 10%, payable on demand and is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | |||||||||
The Company analyzed the convertible debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial conversion feature was determined to be $15,692 and was recorded as debt discount. During the year ended December 31, 2013, debt discount of $15,692 was amortized. | |||||||||
Convertible debenture October 1, 2013 | |||||||||
On October 2013 the Company issued a $194,254 Convertible Promissory Note against the account payable, which bears interest at a rate of 10%, payable on demand and is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | |||||||||
The Company analyzed the convertible debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial conversion feature was determined to be $179,312 and was recorded as debt discount. During the year ended December 31, 2013, debt discount of $179,312 was amortized. | |||||||||
Convertible debenture January 1, 2014 | |||||||||
On January 2014 the Company issued a $45,000 Convertible Promissory Note against the account payable, which bears interest at a rate of 10%, payable on demand and is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | |||||||||
Convertible debenture April, May, June and July 2014 | |||||||||
The Company issued a total of $138,542 Convertible Promissory Notes against the accounts payable, which bears interest at a rate of 10%, payable on demand and is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | |||||||||
The Company analyzed the convertible debts for derivative accounting consideration under ASC 815 “Derivatives and Hedging” and determined that derivative accounting is not applicable. The Company further analyzed the convertible debts for a beneficial conversion feature under ASC 470-20 on the date of the notes and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial conversion feature was determined to be $45,000 and was recorded as debt discount. During the nine months ended September 30, 2014, debt discount of $45,000 was amortized. | |||||||||
For the nine months ended September 30, 2014 and 2013, interest expenses charged on the above three notes is $6,306 and $0, respectively. Accrued interest on convertible notes payable – related parties as of September 30, 2014 and December 31, 2013 was $11,149 and $4,843, respectively |
NOTE_10_NOTES_PAYABLE_RELATED_
NOTE 10 - NOTES PAYABLE - RELATED PARTIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
NOTE 10 - NOTES PAYABLE - RELATED PARTIES | ' | ||||||||
NOTE 10 - NOTES PAYABLE - RELATED PARTIES | |||||||||
Notes payable - related parties consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Note payable to a shareholder, secured by tangible and intangible assets of the Company, interest at 16% per annum, principal and interest due April 1, 2000, past due. Note is convertible into common stock of the Company at $0.10 per share. Note is in default. (2) | $ | 1,080,973 | $ | 1,087,370 | |||||
Note payable to a related individual, interest at 8% per annum,past due. Note is in default. (1) | 1,000,000 | 1,000,000 | |||||||
Notes payable to related individuals, unsecured, interest at 10%,due on demand. (3) | 28,500 | 28,500 | |||||||
Notes payable to related individual, unsecured, interest at 12%,due on demand. (4) | 27,568 | ||||||||
Total notes payable - related parties | 2,137,041 | 2,115,870 | |||||||
Less: current portion | (2,137,041 | ) | (2,115,870 | ) | |||||
Long-term notes payable - related parties | $ | — | $ | — | |||||
Maturities of notes payable - related parties are as follows: | |||||||||
Year Ending September 30, | Amount | ||||||||
2015 | $ | 2,137,041 | |||||||
$ | 2,137,041 | ||||||||
Total | |||||||||
Accrued interest on notes payable – related parties as of September 30, 2014 and December 31, 2013 was $315,038 and $250,334, respectively. During the nine months ended September 30, 2014, total interest expense to related party was $153,213. | |||||||||
1) | This note was issued for the acquisition of AFI on January 28, 2012. As of September 30, 2014 and December 31, 2013, the Company had accrued interest on the note in the amount of $193,753 and $154,082, respectively. | ||||||||
2) | This note was originally issued for $450,000. During the year ended December 31, 2013, the principle value of $450,000 along with accrued interest of $837,369 was converted to two new notes for $1,087,370 and $200,000. During the year 2013 the Company issued 2,100,000 shares of the common stock against settlement of the new note of $200,000 | ||||||||
3) | During the year ended December 31, 2013, one of the note holder for $15,000 along with accrued interest of $13,300 transfer edits loan to a non- related party. During the year 2013 itself the Company issued 1,800,000 shares of the common stock to settle$28,300 of note of non- related party. | ||||||||
4) | During the quarter ended September 30, 2014, the Company issued a total of $27,568 in new notes to a related party. |
NOTE_11_FAIR_VALUE_OF_FINANCIA
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||
NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
ASC 820 defines fair value 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. | |||||||||||||||||
The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2014 and December 31, 2013. As required by ASC 820, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between fair value hierarchy levels for the periods ended September 30, 2014 and December 31, 2013. | |||||||||||||||||
The carrying amounts reported in the balance sheets for cash, accounts receivable, loans payable, and accounts payable and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments. The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 on a recurring basis: | |||||||||||||||||
Assets and liabilities at fair value on a recurring basis at September 30, 2014: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | — | — | $ | 448,019 | $ | 448,019 | |||||||||||
Total | — | — | $ | 448,019 | $ | 448,019 | |||||||||||
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2014: | |||||||||||||||||
Derivative | |||||||||||||||||
Liability | |||||||||||||||||
Balance, December 31, 2013 | $ | 558,548 | |||||||||||||||
Initial fair value of debt derivatives at note issuances | 803,378 | ||||||||||||||||
Derivative Liability on conversion of notes | (703,989 | ) | |||||||||||||||
-Embedded debt derivatives | (209,918 | ) | |||||||||||||||
Balance, September 30, 2014 | $ | 448,019 | |||||||||||||||
Net gain for the period included in earnings relating to the liabilities held at September 30, 2014 | $ | 209,918 | |||||||||||||||
The carrying value of short term financial instruments including cash, accounts payable, accrued expenses and short-term borrowings approximate fair value due to the short period of maturity for these instruments. The long-term debentures payable approximates fair value since the related rates of interest approximate current market rates. |
NOTE_12_COMMON_AND_PREFERRED_S
NOTE 12 - COMMON AND PREFERRED STOCK TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
NOTE 12 - COMMON AND PREFERRED STOCK TRANSACTIONS | ' |
NOTE 12 - COMMON AND PREFERRED STOCK TRANSACTIONS | |
Preferred Stock | |
The Company is authorized to issue 200 preferred shares of $0.0001 par value. As of September 30, 2014 and December 31, 2013 the Company has 200 shares of preferred stock issued and outstanding. Although the preferred stock carries no dividend, distribution, liquidation or conversion rights, each share of preferred stock carries ten million (10,000,000) votes and holders of our preferred stock are able to vote together with our common stockholders on all matters. Consequently, the holder of our preferred stock is able to unilaterally control the election of our board of directors and, ultimately, the direction of our Company. | |
Common stock | |
The Company is authorized to issue 2,500,000,000 shares of $0.0001 par value of common stock. As of September 30, 2014 and December 31, 2013 the Company had 1,413,672,725 and 37,709,552 shares of common stock as issued and outstanding. | |
On January 13, 2014, the Company issued an aggregate of 2,859,067 shares of its common stock to certain consulting personnel for services provided. | |
On January 14, 2014, the Company converted into 1,660,026 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On January 16, 2014, the Company issued a promissory note in the original principal amount of $3,000 to a lender. The Note matures on July 16, 2014 and carries an interest rate of 8% per annum. | |
On January 22, 2014, the Company issued a Note in the original principal amount of $212,500. The Note carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the ten trading days previous to the conversion date. The net proceeds of the Note were used to redeem and retire two 8% convertible notes that were issued to Asher Enterprises, Inc. in the aggregate principal amount of $131,500. The Asher Notes were issued on July 19th, 2013 and August 26th, 2013. | |
On January 22, 2014, the Company issued a promissory note in the original principal amount of $5,000 to a lender. The Note matures on July 22, 2014 and carries an interest rate of 8% per annum. | |
On January 29, 2014, the Company converted into 1,166,667 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On January 30, 2014, the Company issued a promissory note in the original principal amount of $16,000 to a lender. The Note matures on January 30, 2015 and carries an interest rate of 8% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount from the lowest trading price in the five (5) days prior to the day that the Holder requests conversion. | |
On January 30, 2014, the Company issued a promissory note in the original principal amount of $78,500 to a lender. The Note matures on November 3, 2014 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the ten trading days previous to the conversion date. | |
On January 30, 2014, the Company issued a promissory note in the original principal amount of $11,209 to a lender. The Note matures on June 2, 2014 and carries an interest rate of 10% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount to the market. | |
On February 10, 2014, the Company converted into 1,237,624 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On February 18, 2014, the Company converted into 1,470,588 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On February 20, 2014, the Company recorded an additional $25,000 draw down and consideration in respect of a credit line and associated promissory note in the original principal amount of $300,000. The Maturity Date is two years from the effective date of each draw down. The Note carries an initial interest rate in the first 90 days of 0%, thereafter a one-time interest charge of 12% will apply. The Note shall at the Maturity Date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at 60% of the average of the two lowest trade prices in the 25 trading days previous to the conversion. | |
On March 3, 2014, the Company issued 1,000,000 shares of its common stock to a consultant of the Company for services provided. | |
On March 4, 2014, the Company converted into 2,083,333 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On March 5, 2014, the Company issued a promissory note in the original principal amount of $10,000 to a lender. The Note matures on September 5, 2014 and carries an interest rate of 8% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the ten trading days previous to the conversion date. | |
On March 17, 2014, the Company converted into 2,210,884 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On March 21, 2014, the Company issued 1,200,000 shares of its common stock to a consultant of the Company for services provided. | |
On March 31, 2014, the Company converted into 2,529,762 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On April 1, 2014, the Company converted outstanding invoices of the Company into a promissory note in the original principal amount of $45,000 to a consultant of the Company. The Note is due upon demand, and carries an interest rate of 10% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount from the lowest trading price in the five (5) days prior to the day that the Holder requests conversion. | |
On April 1, 2014, the Company issued a promissory note in the original principal amounts of $25,000 to a consultant of the Company for services rendered. The Note carries an interest rate of 10% per annum, and at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a conversion price of $0.005 per share. | |
On April 1, 2014, the Company issued a promissory note in the original principal amounts of $93,000 to a consultant of the Company for services rendered. The Note carries an interest rate of 10% per annum, and at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 25%discount to the average of the three lowest trading days in the ten trading days previous to the conversion. | |
On April 1, 2014, the Company converted into 744,048 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On April 1, 2014, the Company issued a promissory note in the original principal amount of $145,000 to a lender. The Note carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the ten trading days previous to the conversion date. | |
On April 1, 2014, the Company issued a promissory note in the original principal amount of $6,669 to a lender. The Note matures on May 1, 2014 and carries an interest rate of 10% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40%discount to the average of the three lowest trading days in the ten trading days previous to the conversion. | |
On April 1, 2014, the Company issued a promissory note in the original principal amount of $83,500 to a lender. The Note matures on January 2, 2015 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the ten trading days previous to the conversion date. | |
On April 3, 2014, the Company converted outstanding invoices of the Company into a promissory note in the original principal amount of $14,000 to a consultant of the Company. The Note is due upon demand, and carries an interest rate of 10% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount from the lowest trading price in the five (5) days prior to the day that the Holder requests conversion. | |
On April 7, 2014, the Company converted into 1,200,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On April 8, 2014, the Company converted into 1,070,205 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On April 9, 2014, the Company converted into 3,656,379 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On April 9, 2014, the Company issued a promissory note in the original principal amount of $2,679.16 to a lender. The Note matures on May 9, 2014 and carries an interest rate of 10% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40%discount to the average of the three lowest trading days in the ten trading days previous to the conversion. | |
On April 28, 2014, the Company converted into 2,400,000 shares of common stock, a portion of a loan originally received by the Company on October 14, 2013. | |
On May 2, 2014, the Company converted into 3,125,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On May 2, 2014, the Company converted into 2,500,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On May 6, 2014, the Company converted into 6,854,167 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 23, 2013. | |
On May 6, 2014, the Company converted into 3,125,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On May 7, 2014, the Company converted into 5,630,630 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On May 7, 2014, the Company converted into 3,400,000 shares of common stock, a portion of a loan originally received by the Company on October 14, 2013. | |
On May 7, 2014, the Company converted into 3,400,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On May 7, 2014, the Company converted into 995,833 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 23, 2013. | |
On May 8, 2014, the Company converted into 4,504,504 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On May 9, 2014, the Company converted into 5,000,000 shares of common stock, a portion of a loan originally received by the Company on October 14, 2013. | |
On May 9, 2014, the Company converted into 4,750,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 23, 2013. | |
On May 9, 2014, the Company converted into 3,500,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company in February, 2000. | |
On May 12, 2014, the Company issued 500,000 shares of its common stock to a director of the Company for services provided. | |
On May 13, 2014, the Company converted into 3,500,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On May 13, 2014, the Company issued 500,000 shares of restricted common stock to a consultant for services rendered. | |
On May 15, 2014, the Company converted into 9,615,384 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On May 16, 2014, the Company issued a promissory note in the original principal amount of $1,975 to a lender. The Note matures on November 16, 2014 and carries an interest rate of 8% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40%discount to the average of the three lowest trading days in the ten trading days previous to the conversion. | |
On May 19, 2014, the Company issued 500,000 shares of restricted common stock to a consultant for services rendered. | |
On May 21, 2014, the Company converted outstanding invoices of the Company into a promissory note in the original principal amount of $4,000 to a consultant of the Company. The Note is due upon demand, and carries an interest rate of 10% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount from the lowest trading price in the five (5) days prior to the day that the Holder requests conversion. | |
On May 22, 2014, the Company converted into 4,166,667 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On May 23, 2014, the Company converted into 3,505,263 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 23, 2013. | |
On May 13, 2014, the Company converted into 3,750,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On May 15, 2014, the Company converted into 9,567,901 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On May 29, 2014, the Company converted into 3,571,428 shares of common stock, a portion of a loan originally received by the Company on October 5, 2013. | |
On May 13, 2014, the Company converted into 5,044,270 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On May 30, 2014, the Company converted into 4,461,282 shares of common stock, a portion of a loan originally received by the Company on October 14, 2013. | |
On May 30, 2014, the Company converted into 1,050,410 shares of common stock, a loan originally received by the Company on August 13, 2013. | |
On June 3, 2014, the Company converted into 6,987,877 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On June 3, 2014, the Company converted into 16,025,641 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On May 19, 2014, the Company issued 2,000,000 shares of restricted common stock to a consultant for services rendered. | |
On June 11, 2014, the Company converted into 17,948,718 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On June 11, 2014, the Company converted into 8,000,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On June 12, 2014, the Company converted into 8,240,741 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On June 23, 2014, the Company converted into 18,055,556 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On June 26, 2014, the Company converted into 4,545,455 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 4, 2013. | |
On June 27, 2014, the Company converted into 6,437,879 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company in February, 2000. | |
On June 30, 2014, the Company issued a promissory note in the original principal amount of $1,928.50 to a lender. The Note matures on December 30, 2014 and carries an interest rate of 8% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40%discount to the average of the three lowest trading days in the ten trading days previous to the conversion. | |
On July 1, 2014, the Company converted outstanding invoices of the Company into a promissory note in the original principal amount of $45,000 to a consultant of the Company. The Note is due upon demand, and carries an interest rate of 10% per annum. The Note at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40% discount from the lowest trading price in the five (5) days prior to the day that the Holder requests conversion. | |
On July 1, 2014, the Company issued a promissory note in the original principal amount of $5,000 to a lender. The Note is due upon demand, and carries an interest rate of 12% per annum. | |
On July 14, 2014, the Company converted into 24,057,318 shares of common stock, a portion of a loan originally received by the Company on March 21, 2012. | |
On July 14, 2014, the Company issued a promissory note in the original principal amount of $5,000 to a lender. The Note is due upon demand, and carries an interest rate of 12% per annum. | |
On July 14, 2014, the Company converted into 15,517,241 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company in February, 2000. | |
On July 15, 2014, the Company converted into 14,202,945 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On July 15, 2014, the Company converted into 14,291,666 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On July 17, 2014, the Company converted into 25,757,576 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on December 12, 2013. | |
On July 18, 2014, the Company converted into 8,400,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On July 22, 2014, the Company converted into 16,428,571 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On July 23, 2014, the Company converted into 13,047,619 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company in February, 2000. | |
On July 24, 2014, the Company converted into 21,323,529 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on December 12, 2013. | |
On July 24, 2014, the Company converted into 6,944,444 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on March 21, 2012. | |
On July 24, 2014, the Company converted into 10,401,348 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On July 30, 2014, the Company converted into 37,037,037 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on December 12, 2013. | |
On August 6, 2014, the Company converted into 21,851,852 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On August 6, 2014, the Company issued a promissory note in the original principal amount of $5,000 to a lender. The Note is due upon demand, and carries an interest rate of 12% per annum. | |
On August 6, 2014, the Company converted into 45,740,741 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 30, 2014. | |
On August 7, 2014, the Company issued a promissory note in the original principal amount of $1,569 to a lender. The Note is due upon demand, and carries an interest rate of 12% per annum. | |
On August 11, 2014, the Company converted into 26,812,500 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on December 12, 2013. | |
On August 11, 2014, the Company converted into 45,740,741 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 30, 2014. | |
On August 12, 2014, the Company converted into 15,131,579 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on March 5, 2013. | |
On August 13, 2014, the Company converted into 29,761,905 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On August 19, 2014, the Company converted into 16,666,667 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 30, 2014. | |
On August 20, 2014, the Company converted into 36,826,054 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 30, 2014. | |
On August 22, 2014, the Company converted into 24,888,889 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 30, 2014. | |
On August 22, 2014, the Company converted into 62,500,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 21, 2014. | |
On August 22, 2014, the Company converted into 52,729,500 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 30, 2014. | |
On August 25, 2014, the Company converted into 40,476,190 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On August 29, 2014, the Company issued a promissory note in the original principal amount of $7,000 to a lender. The Note matures on November 1, 2014 and carries an interest rate of 12% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 40%discount to the average of the three lowest trading days in the ten trading days previous to the conversion. | |
On September 2, 2014, the Company converted into 30,833,333 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 5, 2013. | |
On September 10, 2014, the Company converted into 62,500,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 21, 2014. | |
On September 10, 2014, the Company converted into 76,923,077 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 21, 2014. | |
On September 17, 2014, the Company converted into 48,000,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On September 18, 2014, the Company converted into 53,720,027 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. | |
On September 18, 2014, the Company converted into 50,000,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 2, 2013. | |
On September 4, 2014, the Company issued a promissory note in the original principal amount of $6,000 to a lender. The Note is due upon demand, and carries an interest rate of 12% per annum. | |
On September 26, 2014, the Company converted into 95,000,000 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on January 21, 2014. | |
On September 30, 2014, the Company converted into 63,583,333 shares of common stock, a portion of a certain convertible promissory note originally issued by the Company on October 1, 2013. |
NOTE_13_OPTIONS
NOTE 13 - OPTIONS | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
NOTE 13 - OPTIONS | ' | ||||||||||||||||||||
NOTE 13 - OPTIONS | |||||||||||||||||||||
The Company has adopted FASB ASC 718, “Share-Based Payments” (“ASC 718”) to account for its stock options. The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and our experience. Compensation expense is recognized only for those options expect to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. | |||||||||||||||||||||
The following table summarizes the changes in options outstanding issued to employees of the Company: | |||||||||||||||||||||
Number of Shares | Weighted Average Exercise Price | ||||||||||||||||||||
Outstanding as of January 1, 2014 | 370,000 | $ | 1.34 | ||||||||||||||||||
Granted | — | — | |||||||||||||||||||
Exercised | — | — | |||||||||||||||||||
Cancelled | — | — | |||||||||||||||||||
Outstanding at September 30, 2014 | 370,000 | $ | 1.34 | ||||||||||||||||||
Common stock options outstanding and exercisable as of September 30, 2014 are: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Expiration | Exercise Price | Number shares outstanding | Weighted Average Contractual Life (Years) | Number Exercisable | Weighted Average Exercise Price | ||||||||||||||||
Date | |||||||||||||||||||||
October 1, 2018 | $ | 0.01 | 70,000 | 4 | 63,319 | $ | 0.01 | ||||||||||||||
2-Jan-19 | 1.65 | 300,000 | 4.25 | 199,725 | 1.65 | ||||||||||||||||
Total | 370,000 | 263,044 | |||||||||||||||||||
During the year ended December 31, 2013, the Company granted 300,000 stock options with an exercise price of $1.65 out of which 75,000 were immediately vested and balance vesting over three years and expiring six years from issuance date. | |||||||||||||||||||||
The fair value of the vested portion of $103,218was charged to expenses and additional paid in capital during the nine months ended September 30, 2014. | |||||||||||||||||||||
The fair value of these stock options granted and the significant assumptions used to determine those fair values, using a Black-Scholes option-pricing model are as follows: | |||||||||||||||||||||
Significant assumptions: | |||||||||||||||||||||
Risk-free interest rate at grant date | 1.04%-0.89 | % | |||||||||||||||||||
Expected stock price volatility | 199.38%-344.22 | % | |||||||||||||||||||
Expected dividend payout | — | ||||||||||||||||||||
Expected option life-years | 6 | ||||||||||||||||||||
NOTE_14_SUBSEQUENT_EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
NOTE 14 - SUBSEQUENT EVENTS | ' |
NOTE 14 – SUBSEQUENT EVENTS | |
Subsequent to September 30, 2014, the Company issued 522,916,666 shares of common stock as part of settlement agreements with debt holders of the Company. |
NOTE_1_SIGNIFICANT_ACCOUNTING_1
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of presentation | 'The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the CompanyBs audited consolidated financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2013. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. |
Organization and Nature of Operation | 'Fuelstream, Inc. (the "Company") was incorporated under the laws of the State of Delaware on July 12, 1996 under the name of "Durwood, Inc."From April 6, 1999 to April 9,2010, the Company operated as a sports marketing firm under the name of "Sportsnuts, Inc." On April 9, 2010, the Company changed its name to Fuelstream, Inc. and changed its business model to become a fuel transportation and logistics company. On April 11, 2011, the Company entered into a joint venture agreement (“Joint Venture”) with Aviation Fuel International, Inc., a Florida corporation (“AFI”) and a purchaser and reseller of aviation fuel for commercial and private aircraft. The Joint Venture required the Company to contribute up to $200,000 in respect of supplying aviation fuel to various commercial aircraft via tanker trucks which were intended to be acquired by the Joint Venture. The Company ultimately contributed $183,500 in connection with the Joint Venture. On January 18, 2012, the Joint Venture was terminated upon completion of the acquisition of AFI, which is now a wholly-owned subsidiary of the Company (refer to note 3). On May 10, 2012, the Company along with two partners formed AFI South Africa LLC (“AFI SA”), immediately the Company purchased shares of the other partners to become 100% owner of AFI SA (refer to note 3). AFI SA was effective as Limited Liability Company under the Act by the filing organization with the office of the Secretary of State of Florida on May 11, 2012. The Company has been organized for the purpose of partnering with Global Aviation for brokering the sale of Fuel for aircraft in South Africa. |
Use of Estimates | 'The preparation of unaudited condensed consolidated financial statements in conformity 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | 'The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10,Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. ASC 605-25 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements(“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. |
Principles of Consolidation | 'The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. |
Cash | 'The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Income Taxes | 'The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting. |
Net Loss per share | 'The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Common share equivalents are excluded from the diluted earnings (loss) per share computation if their effect is anti-dilutive. |
Stock based compensation | ' |
The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. | |
Stock based compensation recorded in the unaudited condensed consolidated financial statements for the nine months ended September 30, 2014 and 2013 were $103,218 and $ 214,859, respectively. | |
Financial Instruments | ' |
On January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: | |
- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities inactive markets. | |
- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
- Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. | |
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. | |
Derivative Liabilities | 'The Company assessed the classification of its derivative financial instruments as of September 30, 2014, which consist of convertible instruments and rights to shares of the Company's common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Convertible Instruments | 'The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for "Accounting for Derivative Instruments and Hedging Activities”. Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Recently adopted accounting proouncements | 'The Company has adopted all applicable recently-issued accounting pronouncements. The adoption of the accounting pronouncements, including any not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. |
Reclassification | 'Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses. |
NOTE_5_ACCOUNTS_RECEIVABLE_Tab
NOTE 5 - ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts receivable | ' | ||||||||
September 30, | 31-Dec-13 | ||||||||
2014 | |||||||||
Accounts receivable | $ | 738,826 | $ | 698,000 | |||||
738,826 | 698,000 | ||||||||
Less: allowance on accounts receivable | (670,000 | ) | (670,000 | ) | |||||
Accounts receivable, net | $ | 68,826 | 28,000 |
NOTE_7_NOTES_PAYABLE_Tables
NOTE 7 - NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes payable | ' | ||||||||
Notes payable consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Notes payable, issued on May 6, 2011, unsecured, interest at 10% per annum, due on demand. | $ | 59,500 | $ | 59,500 | |||||
Notes payable, issued on August 25, 2010, unsecured, interest at 10% per annum due on demand. | 172,500 | 172,500 | |||||||
Notes payable issued on October 18, 2010 to individual, unsecured, interest at 15% per annum, due on demand(1) | 786,300 | 786,300 | |||||||
Notes payable issued on October 5, 2013 to individual, unsecured, interest at 8%per annum, due on demand. | — | 28,500 | |||||||
Notes payable issued on October 17, 2013 to a company, unsecured, interest at 16% per annum, due on demand. | — | 5,000 | |||||||
Notes payable issued on October 4, 2013, January 16, 2014, and January 22, 2014 to a company, unsecured, interest at 8% per annum, due on demand. | 8,000 | 6,000 | |||||||
Notes payable issued on March 5, 2013 to individual, unsecured, interest at 8% per annum, due on demand. | 7,500 | 7,500 | |||||||
Notes payable issued on July 1, 2013 to company, unsecured, interest at 8% per annum, due on demand | 810 | 28,082 | |||||||
Total notes payable | 1,034,610 | 1,093,382 | |||||||
Less: current portion | (1,034,610 | ) | (1,093,382 | ) | |||||
Long-term notes payable | $ | — | $ | — | |||||
Maturities of notes payable are as follows: | |||||||||
Year Ending September 30, | Amount | ||||||||
2015 | $ | 1,034,610 | |||||||
$ | 1,034,610 | ||||||||
Total | |||||||||
Notes payable - maturities | ' | ||||||||
1) | This Note payable was assumed on the acquisition of AFI. The Company is negotiating a settlement agreement for $786,300, inclusive of all interest on the date of settlement. |
NOTE_8_CONVERTIBLE_DEBENTURENO1
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible debenture/notes payable | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | — | $ | 92,384 | ||||||
Notes payable issued on March 21, 2012, unsecured, interest included, due on March 21, 2014,convertible into common stock at $1.00 per share (less unamortized debt discount of $-0- and $12,616, respectively) | |||||||||
— | 10,000 | ||||||||
Convertible note issued on March 2013, unsecured, interest at 8%, due on October 05, 2013, in default. | |||||||||
— | 81,989 | ||||||||
Convertible note issued on January 2014, unsecured, interest at 8%, due on November 3, 2014 (in default). Unamortized debt discount of $16,375 and $92,011, respectively | |||||||||
2,185 | 4,918 | ||||||||
Convertible note issued on October 2013, December 2013 and February 2014, unsecured, zero interest if paid on or before 90 days otherwise one time interest charge of 12%, due on October 2, 2015 December 9, 2015 and February 20, 2016. Unamortized debt discount of $4,995 and $50,082, respectively | |||||||||
9,311 | 6,493 | ||||||||
Convertible note issued on October 2013, unsecured, interest at 6%, due on October 13, 2014 (in default). Unamortized debt discount of $601 and $23,507, respectively | |||||||||
136,700 | 3,201 | ||||||||
Convertible note issued on December 2013 and January 2014, unsecured, interest at 8%, due on December 12, 2014, July 20, 2014 (in default) and January 30, 2015. Unamortized debt discount of $-0- and $58,299, respectively | |||||||||
— | 32,183 | ||||||||
Convertible note issued on December 2013, unsecured, interest at 6%, due on December 12, 2014. Unamortized debt discount of $-0- and $100,317, respectively | |||||||||
11,209 | — | ||||||||
Convertible note issued on January 2, 2014, unsecured, interest at 10%, due on June 2, 2014 (in default), convertible into common stock at 60% of the bid price on the date of conversion, (less unamortized debt discount of $-0- and $-0-, respectively) | |||||||||
6,669 | — | ||||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on April 10, 2014 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
2,679 | — | ||||||||
Convertible note issued on April 4, 2014, unsecured, interest at 10%, due on May 4, 2014 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
52,451 | — | ||||||||
Convertible note issued on March 31, 2014, unsecured, interest at 8%, due on January 2, 2015. Unamortized debt discount of $31,049 and $-0-, respectively. | |||||||||
93,000 | — | ||||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on September 1, 2014 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
25,000 | — | ||||||||
Convertible note issued on June 4, 2014, unsecured, interest at 16%, due on April 1, 2000 (in default). Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
25,000 | — | ||||||||
Convertible note issued on June 1, 2014, unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | |||||||||
18,750 | — | ||||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $6,250 and $-0-, respectively. | |||||||||
1,620 | — | ||||||||
Convertible note issued on May 16, 2014, unsecured, interest at 8%, due on November 16, 2014 (in default). Unamortized debt discount of $355 and $-0-, respectively. | |||||||||
1,224 | — | ||||||||
Convertible note issued on June 30, 2014, unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $705 and $-0-, respectively. | |||||||||
2,706 | — | ||||||||
Convertible note issued on July 9, 2014, unsecured, interest at 10%, due on February 9, 2015. Unamortized debt discount of $1,851 and $-0-, respectively. | |||||||||
3,500 | — | ||||||||
Convertible note issued on August 29, 2014, unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $3,500 and $-0-, respectively. | |||||||||
10,431 | — | ||||||||
Convertible note issued on September 2, 2014, unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $11,921 and $-0-, respectively. | |||||||||
13,601 | — | ||||||||
Convertible note issued on September 2, 2014, unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $15,544 and $-0-, respectively. | |||||||||
1,539 | — | ||||||||
Convertible note issued on September 8, 2014, unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $351 and $-0-, respectively. | |||||||||
Total notes payable | 417,575 | 231,168 | |||||||
Less: current portion | (417,575 | ) | (4,918 | ) | |||||
Long-term convertible debenture/notes payable | $ | — | $ | 226,250 | |||||
Fair value of embedded derivative (1) | ' | ||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 268.98 | % | |||||||
Risk free rate: | 0.08 | % | |||||||
Fair value of embedded derivative (2) | ' | ||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 267.19%-268.98 | % | |||||||
Risk free rate: | 0.07%-0.10 | % | |||||||
Fair value of embedded derivative (3) | ' | ||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 270.02 | % | |||||||
Risk free rate: | 0.34 | % | |||||||
Fair value of embedded derivative (4) | ' | ||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 266.94 | % | |||||||
Risk free rate: | 0.05%-0.41 | % | |||||||
Fair value of embedded derivative (5) | ' | ||||||||
Dividend yield: | -0- | % | |||||||
Volatility | 304.14%-309.19 | % | |||||||
Risk free rate: | 0.02 | % |
NOTE_9_CONVERTIBLE_NOTES_PAYAB1
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Notes payable - related parties | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible note issued in October 2013, unsecured, interest at 8%, due on demand. | $ | 1,710 | $ | 17,000 | |||||
Convertible note issued in October 2013, unsecured, interest at 8%, due on demand. | 51,370 | 194,254 | |||||||
Convertible note issued in January 2014, unsecured, interest at 10%, due on demand. | 45,000 | — | |||||||
Convertible note issued on April 3, 2014, unsecured, interest at 10%, due on demand. | 14,000 | — | |||||||
Convertible note issued on April 1, 2014, unsecured, interest at 10%, due on demand. | 45,000 | — | |||||||
Convertible note issued on May 21, 2014, unsecured, interest at 10%, due on demand. | 4,000 | — | |||||||
Convertible note issued on June 4, 2014, unsecured, interest at 16%, due on April 1, 2000. | 30,542 | — | |||||||
Convertible note issued on July 1, 2014, unsecured, interest at 10%, due on demand. | 45,000 | — | |||||||
Total convertible notes payable - related parties | 236,622 | 211,254 | |||||||
Less: current portion | (236,622 | ) | (211,254 | ) | |||||
Long-term convertible notes payable - related parties | $ | — | $ | — |
NOTE_10_NOTES_PAYABLE_RELATED_1
NOTE 10 - NOTES PAYABLE - RELATED PARTIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Notes payable - related parties | ' | ||||||||
Notes payable - related parties consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Note payable to a shareholder, secured by tangible and intangible assets of the Company, interest at 16% per annum, principal and interest due April 1, 2000, past due. Note is convertible into common stock of the Company at $0.10 per share. Note is in default. (2) | $ | 1,080,973 | $ | 1,087,370 | |||||
Note payable to a related individual, interest at 8% per annum,past due. Note is in default. (1) | 1,000,000 | 1,000,000 | |||||||
Notes payable to related individuals, unsecured, interest at 10%,due on demand. (3) | 28,500 | 28,500 | |||||||
Notes payable to related individual, unsecured, interest at 12%,due on demand. (4) | 27,568 | ||||||||
Total notes payable - related parties | 2,137,041 | 2,115,870 | |||||||
Less: current portion | (2,137,041 | ) | (2,115,870 | ) | |||||
Long-term notes payable - related parties | $ | — | $ | — | |||||
Maturities of notes payable - related parties | ' | ||||||||
Maturities of notes payable - related parties are as follows: | |||||||||
Year Ending September 30, | Amount | ||||||||
$ | 2,137,041 | ||||||||
2015 | |||||||||
$ | 2,137,041 | ||||||||
Total | |||||||||
NOTE_11_FAIR_VALUE_OF_FINANCIA1
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair value measurements | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | — | — | $ | 448,019 | $ | 448,019 | |||||||||||
Total | — | — | $ | 448,019 | $ | 448,019 | |||||||||||
Summary of changes in fair value - level 3 financial liabilities | ' | ||||||||||||||||
Derivative | |||||||||||||||||
Liability | |||||||||||||||||
Balance, December 31, 2013 | $ | 558,548 | |||||||||||||||
Initial fair value of debt derivatives at note issuances | 803,378 | ||||||||||||||||
Derivative Liability on conversion of notes | (703,989 | ) | |||||||||||||||
-Embedded debt derivatives | (209,918 | ) | |||||||||||||||
Balance, September 30, 2014 | $ | 448,019 | |||||||||||||||
Net gain for the period included in earnings relating to the liabilities held at September 30, 2014 | $ | 209,918 |
NOTE_13_OPTIONS_Tables
NOTE 13 - OPTIONS (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
Summary of stock option activity | ' | ||||||||||||||||||||
Number of Shares | Weighted Average Exercise Price | ||||||||||||||||||||
Outstanding as of January 1, 2014 | 370,000 | $ | 1.34 | ||||||||||||||||||
Granted | — | — | |||||||||||||||||||
Exercised | — | — | |||||||||||||||||||
Cancelled | — | — | |||||||||||||||||||
Outstanding at September 30, 2014 | 370,000 | $ | 1.34 | ||||||||||||||||||
Summary of stock options outstanding | ' | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Expiration | Exercise Price | Number shares outstanding | Weighted Average Contractual Life (Years) | Number Exercisable | Weighted Average Exercise Price | ||||||||||||||||
Date | |||||||||||||||||||||
October 1, 2018 | $ | 0.01 | 70,000 | 4 | 63,319 | $ | 0.01 | ||||||||||||||
2-Jan-19 | 1.65 | 300,000 | 4.25 | 199,725 | 1.65 | ||||||||||||||||
Total | 370,000 | 263,044 | |||||||||||||||||||
Option valuation assumptions | ' | ||||||||||||||||||||
Significant assumptions: | |||||||||||||||||||||
Risk-free interest rate at grant date | 1.04%-0.89 | % | |||||||||||||||||||
Expected stock price volatility | 199.38%-344.22 | % | |||||||||||||||||||
Expected dividend payout | — | ||||||||||||||||||||
Expected option life-years | 6 |
NOTE_5_ACCOUNTS_RECEIVABLE_Acc
NOTE 5 - ACCOUNTS RECEIVABLE - Accounts receivable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Receivables [Abstract] | ' | ' |
Accounts receivable (on acquisition) | $738,825 | $698,000 |
Less:allowance on accounts receivable | -670,000 | -670,000 |
Accounts receivable, net | $68,825 | $28,000 |
NOTE_7_NOTES_PAYABLE_Maturitie
NOTE 7 - NOTES PAYABLE - Maturities of notes payable (Details) (USD $) | Dec. 31, 2013 |
Maturities of notes payable are as follows: | ' |
Year Ending June 30, 2015 | $1,034,610 |
Total notes payable | $1,034,610 |
NOTE_7_NOTES_PAYABLE_Notes_pay
NOTE 7 - NOTES PAYABLE - Notes payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Current portion | $1,034,610 | $1,093,382 | ||
Total notes payable | ' | 1,034,610 | ||
Notes payable, issued on May 6, 2011 | ' | ' | ||
Current portion | 59,500 | 59,500 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | 59,500 | 59,500 | ||
Unsecured interest per annum due on demand | 10.00% | 10.00% | ||
Notes payable, issued on August 25, 2010 | ' | ' | ||
Current portion | 172,500 | 172,500 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | 172,500 | 172,500 | ||
Unsecured interest per annum due on demand | 10.00% | 10.00% | ||
Notes payable, issued on October 18, 2010 | ' | ' | ||
Current portion | 786,300 | [1] | 786,300 | [1] |
Long-term notes payable | 0 | 0 | ||
Total notes payable | 786,300 | 786,300 | ||
Unsecured interest per annum due on demand | 15.00% | 15.00% | ||
Notes payable, issued on October 5, 2013 | ' | ' | ||
Current portion | 0 | 28,500 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | 0 | 28,500 | ||
Unsecured interest per annum due on demand | 8.00% | 8.00% | ||
Notes payable, issued on October 17, 2013 | ' | ' | ||
Current portion | 0 | 5,000 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | 0 | 5,000 | ||
Unsecured interest per annum due on demand | 16.00% | 16.00% | ||
Notes payable, issued on October 4, 2013, January 16, 2014, and January 22, 2014 | ' | ' | ||
Current portion | 8,000 | 6,000 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | 8,000 | 6,000 | ||
Unsecured interest per annum due on demand | 8.00% | 8.00% | ||
Notes payable, issued on March 5, 2013 | ' | ' | ||
Current portion | 7,500 | 7,500 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | 7,500 | 7,500 | ||
Unsecured interest per annum due on demand | 8.00% | 8.00% | ||
Notes payable, issued on July 1, 2013 | ' | ' | ||
Current portion | 810 | 28,082 | ||
Long-term notes payable | 0 | 0 | ||
Total notes payable | $810 | $28,082 | ||
Unsecured interest per annum due on demand | 8.00% | 8.00% | ||
[1] | 1) This Note payable was assumed on the acquisition of AFI. The Company is negotiating a settlement agreement for $786,300, inclusive of all interest on the date of settlement. |
NOTE_8_CONVERTIBLE_DEBENTURENO2
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE - Convertible debenture/notes payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 08, 2014 | Dec. 31, 2013 |
Notes payable issued March 21, 2012 | Notes payable issued March 21, 2012 | Convertible note issued March 2013 | Convertible note issued March 2013 | Convertible note issued January 2014 | Convertible note issued January 2014 | Convertible note issued October 2013, December 2013 and February 2014 | Convertible note issued October 2013, December 2013 and February 2014 | Convertible note issued October 2013 | Convertible note issued October 2013 | Convertible note issued December 2013 and January 2014 | Convertible note issued December 2013 and January 2014 | Convertible note issued December 2013 | Convertible note issued December 2013 | Convertible note issued January 2, 2014 | Convertible note issued January 2, 2014 | Convertible note issued April 1, 2014 | Convertible note issued April 1, 2014 | Convertible note issued April 4, 2014 | Convertible note issued April 4, 2014 | Convertible note issued March 31, 2014 | Convertible note issued March 31, 2014 | Convertible note issued April 1, 2014 (1) | Convertible note issued April 1, 2014 (1) | Convertible note issued June 4, 2014 | Convertible note issued June 4, 2014 | Convertible note issued June 1, 2014 | Convertible note issued June 1, 2014 | Notes payable, issued on April 1, 2014 (2) | Notes payable, issued on April 1, 2014 (2) | Notes payable, issued on May 16, 2014 | Notes payable, issued on May 16, 2014 | Notes payable, issued on June 30, 2014 | Notes payable, issued on June 30, 2014 | Notes payable, issued on July 9, 2014 | Notes payable, issued on July 9, 2014 | Notes payable, issued on August 29, 2014 | Notes payable, issued on August 29, 2014 | Notes payable, issued on September 2, 2014 | Notes payable, issued September 2, 2014 | Notes payable, issued September 2, 2014 (2) | Notes payable, issued on September 2, 2014 (2) | Notes payable, issued on September 8, 2014 | Notes payable, issued on September 8, 2014 | |||
Total convertible debenture/notes payable | $417,575 | $231,168 | $0 | $92,384 | $0 | $10,000 | $0 | $81,989 | $2,185 | $4,918 | $9,311 | $6,493 | $136,700 | $3,201 | $0 | $32,183 | $11,209 | $0 | $6,669 | $0 | $2,679 | $0 | $52,451 | $0 | $93,000 | $0 | $25,000 | $0 | $25,000 | $0 | $18,750 | $0 | $1,620 | $0 | $1,224 | $0 | $2,706 | $0 | $3,500 | $0 | $10,431 | $0 | $13,601 | $0 | $1,539 | $0 |
Current portion | -417,575 | -226,250 | 0 | -92,384 | 0 | -10,000 | 0 | -81,989 | -2,185 | -4,918 | -9,311 | -6,493 | -136,700 | -3,201 | 0 | -32,183 | -11,209 | 0 | -6,669 | 0 | -2,679 | 0 | -52,451 | 0 | -93,000 | 0 | -25,000 | 0 | -25,000 | 0 | -18,750 | 0 | -1,620 | 0 | -1,224 | 0 | -2,706 | 0 | -3,500 | 0 | -10,431 | 0 | -13,601 | 0 | -1,539 | 0 |
Long-term convertible debenture/notes payable | $0 | $4,918 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
NOTE_8_CONVERTIBLE_DEBENTURENO3
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE - Convertible debenture/notes payable (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Notes payable issued March 21, 2012 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest included, due on March 21, 2014,convertible into common stock at $1.00 per share (less unamortized debt discount of $-0- and $12,616, respectively) | unsecured, interest included, due on March 21, 2014,convertible into common stock at $1.00 per share (less unamortized debt discount of $-0- and $12,616, respectively) | |
Convertible note issued March 2013 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on October 05, 2013, in default. | unsecured, interest at 8%, due on October 05, 2013, in default. | |
Convertible note issued January 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on November 3, 2014 (in default). Unamortized debt discount of $16,375 and $92,011, respectively | unsecured, interest at 8%, due on November 3, 2014 (in default). Unamortized debt discount of $16,375 and $92,011, respectively | |
Convertible note issued October 2013, December 2013 and February 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, zero interest if paid on or before 90 days otherwise one time interest charge of 12%, due on October 2, 2015 December 9, 2015 and February 20, 2016. Unamortized debt discount of $4,995 and $50,082, respectively | unsecured, zero interest if paid on or before 90 days otherwise one time interest charge of 12%, due on October 2, 2015 December 9, 2015 and February 20, 2016. Unamortized debt discount of $4,995 and $50,082, respectively | |
Convertible note issued October 2013 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 6%, due on October 13, 2014. Unamortized debt discount of $601 and $23,507, respectively. | unsecured, interest at 6%, due on October 13, 2014. Unamortized debt discount of $601 and $23,507, respectively. | |
Convertible note issued December 2013 and January 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on December 12, 2014, July 20, 2014 (in default) and January 30, 2015. Unamortized debt discount of $-0- and $58,299, respectively | unsecured, interest at 8%, due on December 12, 2014, July 20, 2014 (in default) and January 30, 2015. Unamortized debt discount of $-0- and $58,299, respectively | |
Convertible note issued December 2013 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 6%, due on December 12, 2014. Unamortized debt discount of $-0- and $100,317, respectively. | unsecured, interest at 6%, due on December 12, 2014. Unamortized debt discount of $-0- and $100,317, respectively. | |
Convertible note issued January 2, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on June 2, 2014 (in default), convertible into common stock at 60% of the bid price on the date of conversion, (less unamortized debt discount of $-0- and $-0-, respectively). | unsecured, interest at 10%, due on June 2, 2014 (in default), convertible into common stock at 60% of the bid price on the date of conversion, (less unamortized debt discount of $-0- and $-0-, respectively) | |
Convertible note issued April 1, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on April 10, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | unsecured, interest at 10%, due on April 10, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | |
Convertible note issued April 4, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on May 4, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | unsecured, interest at 10%, due on May 4, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | |
Convertible note issued March 31, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on January 2, 2015. Unamortized debt discount of $31,049 and $-0-, respectively. | unsecured, interest at 8%, due on January 2, 2015. Unamortized debt discount of $31,049 and $-0-, respectively. | |
Convertible note issued April 1, 2014 (1) | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on September 1, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | unsecured, interest at 10%, due on September 1, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | |
Convertible note issued June 4, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 16%, due on April 1, 2000. Unamortized debt discount of $-0- and $-0-, respectively. | unsecured, interest at 16%, due on April 1, 2000. Unamortized debt discount of $-0- and $-0-, respectively. | |
Convertible note issued June 1, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $-0- and $-0-, respectively. | |
Notes payable, issued on April 1, 2014 (2) | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $6,250 and $-0-, respectively. | unsecured, interest at 10%, due on December 1, 2014. Unamortized debt discount of $6,250 and $-0-, respectively. | |
Notes payable, issued on May 16, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on November 16, 2014. Unamortized debt discount of $355 and $-0-, respectively. | unsecured, interest at 8%, due on November 16, 2014. Unamortized debt discount of $355 and $-0-, respectively. | |
Notes payable, issued on June 30, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $705 and $-0-, respectively. | unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $705 and $-0-, respectively. | |
Notes payable, issued on July 9, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 10%, due on February 9, 2015. Unamortized debt discount of $1,851 and $-0-, respectively. | unsecured, interest at 10%, due on February 9, 2015. Unamortized debt discount of $1,851 and $-0-, respectively. | |
Notes payable, issued on August 29, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $3,500 and $-0-, respectively. | ||
Notes payable, issued on August 29, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $3,500 and $-0-, respectively. | ||
Notes payable, issued on September 2, 2014 (1) | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $11,921 and $-0-, respectively. | unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $11,921 and $-0-, respectively. | |
Notes payable, issued on September 2, 2014 (2) | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $15,544 and $-0-, respectively. | unsecured, interest at 12%, due on November 1, 2014 (in default). Unamortized debt discount of $15,544 and $-0-, respectively. | |
Notes payable, issued on September 8, 2014 | ' | ' |
Terms of convertible debenture/notes payable | ' | ' |
unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $351 and $-0-, respectively. | unsecured, interest at 8%, due on December 30, 2014. Unamortized debt discount of $351 and $-0-, respectively. |
NOTE_8_CONVERTIBLE_DEBENTURENO4
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE - Fair value of embedded derivative (1) (Details) | 6 Months Ended | 9 Months Ended | |||||
Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Convertible note issued March 21, 2012 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture December 2013 and January 2014 | Convertible debenture October 2013, December 2013 and February 2014 | Convertible debenture January 2014 | Convertible debenture August 2014 and September 2014 | ||
Dividend yield: | ' | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Volatility minimum | 199.38% | ' | ' | 267.19% | ' | ' | 304.14% |
Volatility maximum | 344.22% | 268.98% | 268.98% | 268.98% | 270.02% | 266.94% | 309.19% |
Risk free rate minimum | 1.04% | ' | ' | 0.07% | ' | 0.05% | ' |
Risk free rate maximum | 0.89% | 8.00% | 8.00% | 0.10% | 0.34% | 0.41% | 2.00% |
NOTE_9_CONVERTIBLE_NOTES_PAYAB2
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES - Convertible note payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Total convertible notes payable - related parties | $2,137,041 | ' |
Current portion | 58,037 | 56,973 |
Long-term convertible notes payable - related parties | 0 | 4,918 |
Convertible note issued October 2013 (1) | ' | ' |
Total convertible notes payable - related parties | 1,710 | 17,000 |
Current portion | -1,710 | -17,000 |
Long-term convertible notes payable - related parties | 0 | 0 |
Convertible note issued October 2013 (2) | ' | ' |
Total convertible notes payable - related parties | 51,370 | 194,254 |
Current portion | -51,370 | -194,254 |
Long-term convertible notes payable - related parties | 0 | 0 |
Convertible note issued January 2014 | ' | ' |
Total convertible notes payable - related parties | 45,000 | ' |
Current portion | -45,000 | ' |
Long-term convertible notes payable - related parties | 0 | ' |
Convertible note issued January 2014 | ' | ' |
Total convertible notes payable - related parties | ' | 0 |
Current portion | ' | 0 |
Long-term convertible notes payable - related parties | ' | 0 |
Convertible note issued April 3, 2014 | ' | ' |
Total convertible notes payable - related parties | 14,000 | 0 |
Current portion | -14,000 | 0 |
Long-term convertible notes payable - related parties | 0 | 0 |
Convertible note issued April 1, 2014 | ' | ' |
Total convertible notes payable - related parties | 45,000 | ' |
Current portion | -45,000 | ' |
Long-term convertible notes payable - related parties | 0 | ' |
Convertible note issued April 1, 2014 | ' | ' |
Total convertible notes payable - related parties | ' | 0 |
Current portion | ' | 0 |
Long-term convertible notes payable - related parties | ' | 0 |
Convertible note issued May 21, 2014 | ' | ' |
Total convertible notes payable - related parties | 4,000 | 0 |
Current portion | -4,000 | 0 |
Long-term convertible notes payable - related parties | 0 | 0 |
Convertible note issued June 4, 2014 | ' | ' |
Total convertible notes payable - related parties | 30,542 | ' |
Current portion | -30,542 | ' |
Long-term convertible notes payable - related parties | 0 | ' |
Convertible note issued June 4, 2014 | ' | ' |
Total convertible notes payable - related parties | ' | 0 |
Current portion | ' | 0 |
Long-term convertible notes payable - related parties | ' | 0 |
Convertible note issued July 1, 2014 | ' | ' |
Total convertible notes payable - related parties | 45,000 | 0 |
Current portion | -45,000 | 0 |
Long-term convertible notes payable - related parties | $0 | $0 |
NOTE_9_CONVERTIBLE_NOTES_PAYAB3
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES - Convertible note payable (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Convertible note issued October 2013 (1) | ' | ' |
Interest rate of convertible notes | 8.00% | 8.00% |
Convertible note issued October 2013 (2) | ' | ' |
Interest rate of convertible notes | 8.00% | 8.00% |
Convertible note issued January 2014 | ' | ' |
Interest rate of convertible notes | 10.00% | ' |
Convertible note issued January 2014 | ' | ' |
Interest rate of convertible notes | ' | 10.00% |
Convertible note issued April 3, 2014 | ' | ' |
Interest rate of convertible notes | 10.00% | 10.00% |
Convertible note issued April 1, 2014 | ' | ' |
Interest rate of convertible notes | 10.00% | ' |
Convertible note issued April 1, 2014 | ' | ' |
Interest rate of convertible notes | ' | 10.00% |
Convertible note issued May 21, 2014 | ' | ' |
Interest rate of convertible notes | 10.00% | 10.00% |
Convertible note issued June 4, 2014 | ' | ' |
Interest rate of convertible notes | 16.00% | 10.00% |
Convertible note issued June 4, 2014 | ' | ' |
Interest rate of convertible notes | ' | 16.00% |
Convertible note issued July 1, 2014 | ' | ' |
Interest rate of convertible notes | 10.00% | ' |
NOTE_10_NOTES_PAYABLE_RELATED_2
NOTE 10 - NOTES PAYABLE - RELATED PARTIES - Notes payable - related parties (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Total notes payable - related parties | $2,137,041 | ' | ||
Current portion | 2,137,041 | 2,115,870 | ||
Note payable to a shareholder | ' | ' | ||
Total notes payable - related parties | 1,080,973 | [1] | 1,087,370 | [1] |
Current portion | -1,080,973 | -1,087,370 | ||
Long-term notes payable - related parties | 0 | 0 | ||
Note payable to a related individual | ' | ' | ||
Total notes payable - related parties | 1,000,000 | [2] | 1,000,000 | [2] |
Current portion | -1,000,000 | -1,000,000 | ||
Long-term notes payable - related parties | 0 | 0 | ||
Note payable to related individuals, unsecured | ' | ' | ||
Total notes payable - related parties | 28,500 | [3] | 28,500 | [3] |
Current portion | -28,500 | -28,500 | ||
Long-term notes payable - related parties | 0 | 0 | ||
Notes payable to related individual, unsecured | ' | ' | ||
Total notes payable - related parties | 27,568 | 0 | ||
Current portion | -27,568 | 0 | ||
Long-term notes payable - related parties | $0 | $0 | ||
[1] | 1) This note was issued for the acquisition of AFI on January 28, 2012. As of June 30, 2014 and December 31, 2013, the Company had accrued interest on the note in the amount of $193,753 and $154,082, respectively. | |||
[2] | 2) This note was originally issued for $450,000. During the year ended December 31, 2013, the principle value of $450,000 along with accrued interest of $837,369 was converted to two new notes for $1,087,370 and $200,000. During the year 2013 the Company issued 2,100,000 shares of the common stock against settlement of the new note of $200,000 | |||
[3] | 3) During the year ended December 31, 2013, one of the note holder for $15,000 along with accrued interest of $13,300 transfer edits loan to a non- related party. During the year 2013 itself the Company issued 1,800,000 shares of the common stock to settle$28,300 of note of non- related party. |
NOTE_10_NOTES_PAYABLE_RELATED_3
NOTE 10 - NOTES PAYABLE - RELATED PARTIES - Notes payable - related parties (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Note payable to a shareholder | Note payable to a shareholder | Note payable to a related individual | Note payable to a related individual | Note payable to related individuals, unsecured | Note payable to related individuals, unsecured | Notes payable to related individual, unsecured | Notes payable to related individual, unsecured | |
Terms of notes payable | ' | ' | ' | ' | ' | ' | ' | ' |
secured by tangible and intangible assets of the Company, interest at 16% per annum, principal and interest due April 1, 2000, past due. Note is convertible into common stock of the Company at $0.10 per share. Note is in default. | secured by tangible and intangible assets of the Company, interest at 16% per annum, principal and interest due April 1, 2000, past due. Note is convertible into common stock of the Company at $0.10 per share. Note is in default. | |||||||
Interest rate of notes payable | ' | ' | 8.00% | 8.00% | 10.00% | 10.00% | 12.00% | 12.00% |
NOTE_10_NOTES_PAYABLE_RELATED_4
NOTE 10 - NOTES PAYABLE - RELATED PARTIES - Notes payable - related parties - maturities (Details) (USD $) | Sep. 30, 2014 |
Note 10 - Notes Payable - Related Parties - Notes Payable - Related Parties - Maturities Details | ' |
Year Ending March 31, 2015 | $2,137,041 |
Total notes payable - related parties | $2,137,041 |
NOTE_11_FAIR_VALUE_OF_FINANCIA2
NOTE 11 b FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value measurements (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Liabilities: | ' | ' |
Debt Derivative liabilities | $448,019 | $558,548 |
Level 1 | ' | ' |
Liabilities: | ' | ' |
Debt Derivative liabilities | ' | ' |
Level 2 | ' | ' |
Liabilities: | ' | ' |
Debt Derivative liabilities | ' | ' |
Level 3 | ' | ' |
Liabilities: | ' | ' |
Debt Derivative liabilities | $448,019 | ' |
NOTE_11_FAIR_VALUE_OF_FINANCIA3
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of changes in fair value (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Debt Derivative Liability, beginning balance | $558,548 |
Initial fair value of debt derivatives at note issuances | 803,378 |
Derivative Liability on conversion of notes | -703,989 |
Embedded debt derivatives | -209,918 |
Debt Derivative liability, ending balance | 448,019 |
Net gain for the period included in earnings relating to the liabilities held at December 31, 2013 | $209,918 |
NOTE_13_OPTIONS_Summary_of_cha
NOTE 13 - OPTIONS - Summary of changes in options outstanding issued to employees (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Outstanding, beginning, number of shares | 370,000 |
Granted, number of shares | 300,000 |
Exercised, number of shares | 0 |
Cancelled, number of shares | 0 |
Outstanding, ending, number of shares | 370,000 |
Outstanding, beginning, weighted average exercise price | $1.34 |
Granted, weighted average exercise price | $1.65 |
Exercised, weighted average exercise price | $0 |
Cancelled, weighted average exercise price | $0 |
Outstanding, ending, weighted average exercise price | $1.34 |
NOTE_13_OPTIONS_AND_WARRANTS_S
NOTE 13 - OPTIONS AND WARRANTS - Summary of stock options outstanding (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Options at October 1, 2018 | ' |
Expiration Date | 1-Oct-18 |
Options, Exercise Price | $0.01 |
Stock Options Outstanding | 70,000 |
Weighted Average Remaining Contractual Life | '4 years 3 months |
Stock Options Exercisable | 63,319 |
Weighted Average Exercise Price | $0.01 |
Options at January 2, 2019 | ' |
Expiration Date | 2-Jan-19 |
Options, Exercise Price | $1.65 |
Stock Options Outstanding | 300,000 |
Weighted Average Remaining Contractual Life | '4 years 6 months |
Stock Options Exercisable | 199,725 |
Weighted Average Exercise Price | $1.65 |
NOTE_13_OPTIONS_Fair_value_of_
NOTE 13 - OPTIONS - Fair value of stock options granted (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Risk-free interest rate at grant date (minimum) | 1.04% | ' |
Risk-free interest rate at grant date (maximum) | 0.89% | ' |
Expected stock price volatility (minimum) | 199.38% | ' |
Expected stock price volatility (maximum) | 344.22% | ' |
Expected dividend payout | 0.00% | ' |
Expected option life-years | '6 years | '6 years |
NOTE_1_SIGNIFICANT_ACCOUNTING_2
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS (Details Narrative) (USD $) | 9 Months Ended | 10 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Jan. 31, 2012 | 10-May-12 | Sep. 30, 2014 | Sep. 30, 2013 | |
Joint venture with Aviation Fuel International, Inc. | Joint venture with AFI South Africa LLC | Unaudited condensed consolidated financial statements | Unaudited condensed consolidated financial statements | |||
Required contribution under joint venture agreement | ' | ' | $200,000 | ' | ' | ' |
Payments made to joint venture partner | ' | ' | 183,500 | ' | ' | ' |
Ownership percentage held in AFI South Africa LLC | ' | ' | ' | 100.00% | ' | ' |
Stock based compensation | $103,218 | $654,410 | ' | ' | $103,218 | $214,859 |
NOTE_2_GOING_CONCERN_CONSIDERA1
NOTE 2 - GOING CONCERN CONSIDERATIONS (Details Narrative) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2011 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Accumulated deficit | $58,924,820 | $55,985,447 | ($32,105,264) |
Stockholders deficit | 6,420,809 | 5,854,798 | ' |
Working capital deficit | $6,420,809 | ' | ' |
NOTE_3_ACQUISITION_Details_Nar
NOTE 3 - ACQUISITION (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Jan. 18, 2012 | |
Aviation Fuel International, Inc. | ' | ' |
Ownership percentage held | ' | 100.00% |
Common stock issued in acquisition, shares | 7,400,000 | ' |
Acquisition cost allocated to loan receivable | ' | $183,500 |
Acquisition cost allocated to notes payable | ' | 1,000,000 |
Goodwill recognized in acquisition | ' | 6,000,410 |
AFI South Africa LLC | ' | ' |
Acquisition cost allocated to notes payable | ' | 1,356,300 |
Aquisition cost allocated to accounts payable | ' | $536,610 |
NOTE_5_ACCOUNTS_RECEIVABLE_Det
NOTE 5 - ACCOUNTS RECEIVABLE (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | ' |
Accounts receivable, disputed | $698,000 |
NOTE_6_ACCOUNTS_PAYABLE_AND_AC1
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Accounts payable | $899,287 | $826,832 |
Accrued interest | 169,588 | 129,028 |
Interest expense | $40,560 | ' |
Court order | ' | ' |
Interest terms - court order | ' | ' |
Per court order interest is calculated at rate of 6% per annum on $325,138 on one of the accounts payable and 18% on $192,061 (principal amount) of the second accounts payable. |
NOTE_7_NOTES_PAYABLE_Details_N
NOTE 7 - NOTES PAYABLE (Details Narrative) (USD $) | 9 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Notes payable | Notes payable | Expenses | Note (1) | |||
Accrued Interest | $169,588 | $129,028 | $467,636 | $363,507 | ' | ' |
Interest expense | $40,560 | ' | ' | ' | $106,017 | ' |
Settlement agreement | ' | ' | ' | ' | ' | ' |
This Note payable was assumed on the acquisition of AFI. The Company is negotiating a settlement agreement for $786,300, inclusive of all interest on the date of settlement. |
NOTE_8_CONVERTIBLE_DEBENTURENO5
NOTE 8 - CONVERTIBLE DEBENTURE/NOTES PAYABLE (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Oct. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2014 | Feb. 01, 2014 | Sep. 30, 2014 | Jan. 30, 2014 | Oct. 23, 2013 | Aug. 26, 2013 | Jul. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Convertible notes issued on March 21, 2012 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013, October 2013 and January 2014 | Convertible debenture July 2013, August 2013 and October 2013 | Convertible debenture December 2013 and January 2014 | Convertible debenture October 2013, December 2013 and February 2014 | Convertible debenture January 2014 (1) | Convertible Debenture/Notes Payable | Convertible Debenture/Notes Payable | Convertible debenture August 2014 and September 2014 | Beneficial debt discount to the operations | Beneficial debt discount to the operations | |||
Convertible promissory note | ' | ' | $250,000 | $78,500 | $42,500 | $53,000 | $78,500 | ' | ' | ' | ' | ' | ' | ' | ' | $228,500 | $25,000 | $11,209 | ' | ' | $60,388 | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | 8.00% | ' | 8.00% | 8.00% | 8.00% | ' | ' | 12.00% | ' | ' |
Terms of conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
convertible into 250,000 shares of the Company’s common stock at the holder’s option, or $1.00 per share, and there is no fluctuation in this conversion rate. | due on November 3, 2014 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and the note also has prepayment penalty clause. | due on July 25,2014 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid(“Default Interest”) and the note also has prepayment penalty clause. | convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. | convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. | due on July 20, 2014 and January 30, 2015 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and the note also has prepayment penalty clause. | due on February 20, 2016 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”) and the note also has prepayment penalty clause. | due on June 2, 2014 and is convertible into the Company’s common stock at the maker’s option, at the conversion rate of 40% of the lowest three day trading price for ten trading days immediately preceding the date of conversion. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the lesser of i) 10 percent (10%) per annum or ii) the maximum rate allowed under the applicable law until paid in full or until the Note is reinstated. | due on November 1, 2014 and is convertible into the Company’s common stock at the holder’s option, at the conversion rate of 60% of the lowest day trading price for ten trading days immediately preceding the date of conversion. | |||||||||||||||
Interest expense | 40,560 | ' | ' | ' | ' | ' | ' | -51,985 | ' | ' | ' | ' | ' | ' | 42,500 | -154,957 | -14,722 | ' | 335,021 | 45,864 | -40,258 | 335,021 | 45,864 |
Proceeds of note paid directly to vendors | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds of note paid directly to accrued legal expenses and due diligence | ' | ' | ' | ' | ' | ' | ' | ' | 6,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds of note paid directly to legal and professional fees | ' | ' | ' | ' | ' | ' | ' | ' | 36,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds of note paid directly to accrued professional fees | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds of note paid directly to Company | ' | ' | 50,000 | ' | ' | ' | ' | -78,500 | 185,000 | ' | ' | ' | ' | ' | ' | -228,500 | -25,000 | ' | ' | ' | -60,388 | ' | ' |
Profit sharing terms of joint venture | ' | ' | 50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Derivative liabilities | 448,019 | 558,548 | ' | ' | ' | ' | ' | ' | ' | 130,485 | ' | ' | ' | ' | ' | 383,457 | 39,722 | 459,711 | ' | ' | 100,646 | ' | ' |
Non-cash, non-operating loss resulting from the adjustment of the recorded fair value of the derivative liability to market | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 238,381 | ' | ' | 238,381 | ' | ' |
Payment on note | ' | ' | ' | ' | ' | ' | ' | $131,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NOTE_9_CONVERTIBLE_NOTES_PAYAB4
NOTE 9 - CONVERTIBLE NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Convertible debenture October 2013 | Convertible debenture October 1, 2013 | Convertible debenture January 1, 2014 | Convertible debenture April, May, June and July 2014 | Convertible notes payable | Convertible notes payable | |||||
Convertible promissory note | ' | ' | ' | ' | $17,000 | $194,254 | $45,000 | $138,542 | ' | ' |
Interest rate | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' |
Terms of conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | payable on demand and is convertible into the Company’s common stock at the holder’s option at 40% discount to the lowest trading price in five days prior to date of notice of conversion. Additionally in no event the floor price for the exercise can't go below $0.00004. If these notes are converted at this rate, the number of shares issued would be in excess of the authorized limit of share issuance. If the Borrower is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, the Holder promises not to force the Borrower to issue these shares or trigger an Event of Default, provided that Borrower takes immediate steps required to get the appropriate level of approval from shareholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion. In the event of default the Company has to pay 150% time the sum of outstanding principal and accrued interest. The note also has prepayment penalty clause. | |||||||
Debt discount | ' | ' | ' | ' | 15,692 | 179,312 | 45,000 | 45,000 | ' | ' |
Debt discount expense | 251,768 | 233,153 | 1,176,353 | 328,716 | 15,692 | 179,312 | 45,000 | ' | ' | ' |
Interest expense on convertible notes payable | ' | ' | ' | ' | ' | ' | ' | ' | 6,306 | 0 |
Accrued interest on convertible notes payable - related parties | ' | ' | $131,659 | $0 | ' | ' | ' | ' | $11,149 | $4,843 |
NOTE_10_NOTES_PAYABLE_RELATED_5
NOTE 10 - NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Accrued interest | $169,588 | $129,028 |
Interest expense | 40,560 | ' |
Related Party | ' | ' |
Accrued interest | 315,038 | 250,334 |
Interest expense | $153,213 | ' |
NOTE_12_COMMON_AND_PREFERRED_S1
NOTE 12 - COMMON AND PREFERRED STOCK TRANSACTIONS (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Equity [Abstract] | ' | ' | ' |
Preferred stock, shares authorized | 200 | ' | 200 |
Preferred stock, par value | $0.00 | ' | $0.00 |
Preferred stock, shares issued | 200 | ' | 200 |
Preferred stock, shares outstanding | 200 | ' | 200 |
Preferred stock, voting rights | ' | ' | ' |
Although the preferred stock carries no dividend, distribution, liquidation or conversion rights, each share of preferred stock carries ten million (10,000,000) votes and holders of our preferred stock are able to vote together with our common stockholders on all matters. Consequently, the holder of our preferred stock is able to unilaterally control the election of our board of directors and, ultimately, the direction of our Company. | |||
Common stock, shares authorized | 2,500,000,000 | ' | 150,000,000 |
Common stock, par value | $0.00 | ' | $0.00 |
Common stock, shares issued | 1,413,672,725 | ' | 37,709,552 |
Common stock, shares outstanding | 1,413,672,725 | ' | 37,709,552 |
Common stock issued for conversion of debt conversion and accrued interest, shares | 1,369,913,173 | ' | ' |
Common stock issued for conversion of debt conversion and accrued interest, value | $136,991 | ' | ' |
Common stock issued for services, shares | 6,050,000 | ' | ' |
Common stock issued for services, value | $605 | $0 | ' |
NOTE_13_OPTIONS_AND_WARRANTS_D
NOTE 13 - OPTIONS AND WARRANTS (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Granted, number of shares | ' | 300,000 |
Granted, weighted average exercise price | ' | $1.65 |
Options granted, immediately vested, number of shares | ' | 75,000 |
Expected option life-years | '6 years | '6 years |
Fair value of the vested options charged to expenses and additional paid in capital | $68,434 | ' |
NOTE_14_SUBSEQUENT_EVENTS_Deta
NOTE 14 - SUBSEQUENT EVENTS (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Common stock issued as part of settlement agreement with debt holders | $522,916,666 |