Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | May. 13, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | AGRITEK HOLDINGS, INC. | ||
Entity Central Index Key | 1,040,850 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 836,563 | ||
Entity Common Stock, Shares Outstanding | 299,106,678 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 11,548 | $ 118,429 |
Accounts receivable, net | 173 | |
Inventory, net | 42,061 | |
Notes receivable | 400,000 | |
Interest receivable | 28,954 | |
Deferred financing costs | 1,518 | |
Due from related party | $ 16,525 | 236,759 |
Prepaid assets and other | 3,333 | 44,586 |
Total current assets | 31,405 | 872,480 |
Other | $ 825 | 15,525 |
Goodwill | 192,849 | |
Property and equipment, net of accumulated depreciation of $4,742 (2015) and $1,976 (2014) | $ 9,087 | 366,122 |
Investments in non-marketable securities | 50,000 | 50,000 |
Total assets | 91,318 | 1,496,976 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 323,607 | 242,857 |
Due to related party | $ 37,978 | 81,661 |
Note payable, current portion | 34,300 | |
Tenant deposits | 90,000 | |
Convertible note payable, net of discounts of $27,220 (2015) and $22,755 (2014) | $ 445,294 | $ 1,233,903 |
Derivative liabilities | 167,014 | |
Total current liabilities | $ 973,893 | $ 1,682,721 |
Note payable, long term | 51,450 | |
Total liabilities | $ 973,893 | $ 1,734,171 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Series B convertible preferred stock, $0.01 par value; 1,000,000 shares authorized, and 1,000 shares issued and outstanding (2015) | $ 10 | |
Common stock, $.0001 par value; 500,000,000 shares authorized; 281,540,332 (2015) and 93,500,420 (2014) shares issued and outstanding | 28,155 | $ 9,351 |
Additional paid-in capital | 12,536,138 | 11,084,504 |
Accumulated deficit | (13,446,878) | (11,331,050) |
Total stockholders' deficit | (882,575) | (237,195) |
Total liabiities and stockholders' deficit | $ 91,318 | $ 1,496,976 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Accumulated depreciation of property and equipment | $ 4,742 | $ 1,976 |
Current Liabilities | ||
Discount on convertible notes payable | $ 27,220 | $ 22,755 |
Stockholders' Deficit | ||
Preferred stock Series B par value | $ 0.01 | $ 0.01 |
Preferred stock Series B authorized | 1,000,000 | 1,000,000 |
Preferred stock Series B issued | 1,000 | |
Preferred stock Series B outstanding | 1,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 250,000,000 |
Common stock shares issued | 281,540,332 | 93,500,420 |
Common stock shares outstanding | 281,540,332 | 93,500,420 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Product revenue | $ 7,221 | $ 47,261 |
Cost of revenue | 40,916 | 68,604 |
Gross profit (loss) | (33,695) | (21,343) |
Operating Expenses: | ||
Administrative and management fees (including $50,000 of stock based compensation for year ended December 31, 2015) | 275,042 | 314,660 |
Professional and consulting fees (including $113,436 and $379,000 of stock based compensation for the year ended December 31, 2015 and 2014, respectively) | 175,186 | $ 437,532 |
Impairment of goodwill | 192,849 | |
Reserve for land loss | 55,490 | |
Bad debt expense (including $266,422 related party for the year ended December 31, 2015) | 267,082 | $ 16,654 |
Rent and other occupancy costs | 64,190 | 76,235 |
Leased property expense | 201,327 | 227,088 |
Advertising and promotion | 37,685 | 72,091 |
Travel and entertainment | 36,339 | 71,029 |
Other general and administartive expenses | 69,972 | 100,387 |
Total operating expenses | 1,375,162 | 1,315,676 |
Operating loss | (1,408,857) | $ (1,337,019) |
Other Income (Expense): | ||
Gain/(loss) on debt settlement | (183,277) | |
Interest expense | (492,777) | $ (705,430) |
Derivative liability (expense) income | (30,916) | 30,347 |
Total other expense, net | (706,971) | (675,083) |
Net loss | $ (2,115,828) | $ (2,012,102) |
Basic and diluted loss per share | $ (0.01) | $ (0.03) |
Weighted average number of common shares outstanding Basic and diluted | 163,663,783 | 64,028,715 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related party bad debt expense | $ 266,422 | |
Administrative and management fees | ||
Stock based compensation expense | 50,000 | |
Professional and consulting fees | ||
Stock based compensation expense | $ 113,436 | $ 379,000 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common stock | Series B Preferred stock | Additional Paid-in Capital | Deferred stock Compensation | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2013 | 45,655,245 | 1,000,000 | ||||
Beginning balance, amount at Dec. 31, 2013 | $ 4,566 | $ 100 | $ 8,448,035 | $ (9,318,948) | $ (866,247) | |
Issuance of common stock upon conversion of preferred stock, shares | 25,230,650 | (1,000,000) | ||||
Issuance of common stock upon conversion of preferred stock, amount | $ 2,523 | $ (100) | (2,423) | |||
Common stock issued upon conversion of convertible debt and accrued interest, shares | 17,395,673 | |||||
Common stock issued upon conversion of convertible debt and accrued interest, amount | $ 1,740 | 1,549,602 | $ 1,551,341 | |||
Common stock issued for services, shares | 2,185,895 | |||||
Common stock issued for services, amount | $ 219 | 278,781 | 279,000 | |||
Common stock issued upon settlement of accounts payable, shares | 543,059 | |||||
Common stock issued upon settlement of accounts payable, amount | $ 54 | 74,946 | 75,000 | |||
Common stock issued upon settlement of deferred compensation, related party, shares | 989,898 | |||||
Common stock issued upon settlement of deferred compensation, related party, amount | $ 99 | 99,901 | 100,000 | |||
Common stock issued for acquisition, shares | 1,500,000 | |||||
Common stock issued for acquisition, amount | $ 150 | 179,850 | 180,000 | |||
Reclassification of embedded derivatives upon conversion of convertible debt | $ 455,813 | 455,813 | ||||
Net loss | $ (2,012,102) | (2,012,102) | ||||
Ending balance, shares at Dec. 31, 2014 | 93,500,420 | |||||
Ending balance, amount at Dec. 31, 2014 | $ 9,351 | $ 11,084,504 | $ (11,331,050) | (237,195) | ||
Common stock issued upon conversion of convertible debt and accrued interest, shares | 158,039,912 | |||||
Common stock issued upon conversion of convertible debt and accrued interest, amount | $ 15,804 | 1,014,908 | 723,847 | |||
Common stock issued for services, shares | 30,000,000 | |||||
Common stock issued for services, amount | $ 3,000 | 147,000 | $ 150,000 | |||
Common stock issued for acquisition, amount | ||||||
Issuance of common stock warrants for board advisory services, shares | ||||||
Issuance of common stock warrants for board advisory services, amount | 13,436 | $ 13,436 | ||||
Preferred stock issued for payment of accrued salaries, shares | 1,000 | |||||
Preferred stock issued for payment of accrued salaries, amount | $ 10 | $ 276,290 | 276,300 | |||
Net loss | $ (2,115,828) | $ (2,115,828) | ||||
Ending balance, shares at Dec. 31, 2015 | 281,540,332 | 1,000 | 20,860,466 | |||
Ending balance, amount at Dec. 31, 2015 | $ 28,155 | $ 10 | $ 12,536,138 | $ (13,446,878) | $ (882,575) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (2,115,828) | $ (2,012,102) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock and warrants issued for consulting services | 163,436 | 379,000 |
Amortization of deferred financing costs | 13,268 | $ 35,379 |
Reserve for land loss | 55,490 | |
Depreciation | 2,766 | $ 1,789 |
Bad debt related party | 266,422 | |
Initial expense for fair value of derivative liabilities | 82,239 | |
Amortization of discount on convertible notes | $ 207,284 | $ 248,782 |
Write off of licensing costs | 15,000 | |
Change in fair values of derivative liabilities | $ (51,323) | (30,347) |
Loss on debt settlement | 183,277 | 363,991 |
Bad debt expense | 660 | 16,654 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in Accounts receivable | (487) | (2,080) |
Decrease (increase) in Inventory | 42,061 | 6,423 |
Decrease (increase) in Prepaid assets and other | 84,907 | (73,540) |
Increase (decrease) in Accounts payable and accrued expenses | 494,047 | 62,063 |
Increase (decrease) in Due to related party | (3,683) | 149,224 |
Increase (decrease) in Tenant deposits | (90,000) | 90,000 |
Net cash used in operating activities | $ (472,614) | (749,764) |
Cash flows from investing activities: | ||
Land acquisition costs | (268,531) | |
Purchase of equipment and furniture | (9,769) | |
Advances to related party | $ (46,188) | (169,573) |
Investments | (50,000) | |
Cash payment portion of acquisition | (20,000) | |
Security deposits paid | (14,700) | |
Net cash used in investing activities | $ (46,188) | (532,573) |
Cash flows from financing activities: | ||
Payments received on notes receivable issued for convertible debt | 223,358 | 200,000 |
Proceeds from issuance of convertible debt | 200,000 | $ 1,100,000 |
Proceeds from issuance of note payable, shareholder | 2,450 | |
Payments made on note payable | $ (13,887) | |
Payment of deferred financing costs | $ (8,000) | |
Net cash provided by financing activities | $ 411,921 | 1,292,000 |
Net (decrease) increase in cash and cash equivalents | (106,881) | 9,663 |
Cash and cash equivalents, Beginning | 118,429 | 108,766 |
Cash and cash equivalents, Ending | $ 11,548 | $ 118,429 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Schedule of non-cash financing activities: | ||
Conversion of notes payable and interest into common stock | $ 723,847 | $ 1,551,341 |
Conversion of deferred compensation into preferred stock and common stock | $ 40,000 | 100,000 |
Conversion of accounts payable and accrued expenses into common stock | 75,000 | |
Issuance (cancellation) of note payable for land acquistion | $ (74,313) | $ 85,750 |
Reduction of convertible note in exchange for deed in lieu of foreclosure | $ 244,466 | |
Common stock issued for acquisition | $ 180,000 | |
Cash paid for acquisition | 20,000 | |
Total consideration for acquisition | 200,000 | |
Allocation of purchase price to inventory | (7,151) | |
Allocation of purchase price to goodwill | $ (192,849) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 - Organization Business Agritek Holdings, Inc. (the “Company” or “Agritek”), formerly known as Mediswipe, Inc., and its wholly owned subsidiary, Agritek Venture Holdings, Inc. (“AVHI”), acquires and leases real estate to licensed marijuana operators, including providing complete turnkey growing space and related facilities to licensed marijuana growers and dispensary owners. Additionally, the Company offers a variety of services and product lines to the medicinal marijuana sector including the distribution of hemp based nutritional products and a line of innovative solutions for electronically processing merchant transactions. The Company does not grow, harvest, distribute or sell marijuana or any substances that violate the laws of the United States of America. On June 26, 2015, the Company filed with the Delaware Secretary of State the Amended and Restated Designation Preferences and Rights (the “Certificate of Designation”) of Class B Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Certificate of Designation, 1,000 shares constitute the Series B Preferred Stock. The Series B Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the Company’s issued and outstanding common stock and Series A preferred stock. The Series P e r red S the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. On June 26, 2015, the Company issued 1,000 shares of Series B Preferred Stock to Mr. B. Michael Friedman resulting in Mr. Friedman having majority control in determining the outcome of all corporate transactions subject to vote (super voting rights, non-convertible securities), including the election of directors of the Company (see Note 8). On October 5, 2015, the Company filed an amendment with the Secretary of State Delaware to increase the Company’s authorized common stock from 250,000,000 shares to 500,000,000 shares. |
Summary of Significant Account
Summary of Significant Account Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Account Policies | Note 2 – Summary of Significant Account Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"). The consolidated financial statements of the Company include the consolidated accounts of Agritek and its’ wholly owned subsidiaries AVHI and PPI. PPI, a Florida corporation, was originally formed on July 1, 2013 as The American Hemp Trading Company, Inc. (“AHTC”) and on August 27, 2014, AHTC changed its’ name to PPI. All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. Accounts Receivable The Company records accounts receivable from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. As of December 31, 2015, based on the above criteria, the Company has an allowance for doubtful accounts of $43,408. Inventory Inventory consists of finished goods and is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts. Deferred Financing Costs The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method through the maturities of the related debt. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Investment of Non-Marketable Securities The Company’s investment in non-marketable securities consist of cash investments in a less than 10% interest in two privately held companies that provide merchant processing services. Petrogress, Inc. (formerly 800 Commerce, Inc. and a subsidiary of the Company through its’ deconsolidation in May 2012) derived substantially all of its’ revenues, through April 2015, form these privately held companies. Property and Equipment Property and equipment are stated at cost, and except for land, depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. In November 2015, the Company was made aware that the land transaction regarding 80 acres in Pueblo County, Colorado, may not have been properly deeded to the Company. The company was a party to the land purchase, however, it was recently discovered, and the second party to the land contract never filed the original quit claim deed on behalf of the Company, even though a copy of the notarized quit claim deed was sent to the Company. To date, the Company has paid a total of $47,438.00 ($36,000 at closing) and is on the deed of trust of the property with a remaining note balance of approximately $75,000 held by the original owner. Accordingly, until the deed is properly recorded, the Company reduced the remaining balance of the note payable for the acquisition of the land of $74,313 and recorded a reserve allowance for the remaining balance of the asset of $54,490. The estimated useful lives of property and equipment are as follows: Furniture and equipment 5 years The Company's property and equipment consisted of the following at December 31, 2015 and December 31, 2014: 2015 2014 Land $ 129,803 $ 354,269 Allowance for land loss, including note elimination of $74,313 (129,803 ) — Furniture and equipment 13,829 13,829 Accumulated depreciation (4,742 ) (1,976 ) Balance $ 9,087 $ 366,122 Depreciation expense of $2,766 and $1,789 was recorded for the year ended December 31, 2015 and 2014, respectively. Long-Lived Assets Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Based on events and changes in circumstances on June 30, 2015, the Company reviewed the carrying amount of goodwill initially recorded from an acquisition in September 2014, and determined that the carrying amount may not be recoverable and accordingly recognized an impairment loss of $192,849 for the year ended December 31, 2015. The Company also recorded a reserve for inventory loss of $37,639 for the year ended December 31, 2015. Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the month in which products are shipped or commissions are earned. No revenue has been recognized from leasing arrangements to date. Fair Value of Financial Instruments Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. The Company's financial instruments consist primarily of cash, accounts receivable, notes receivable, accounts payable and accrued expenses, note payable and convertible debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Company’s tax years subsequent to 2005 remain subject to examination by federal and state tax jurisdictions. Earnings (Loss) Per Share Earnings (loss) per share are computed in accordance with ASC 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the period. As of December 31, 2015 there were warrants to purchase 1,300,000 Accounting for Stock-based Compensation The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. For the years ended December 31, 2015 and December 31, 2014, the Company recorded stock and warrant based compensation of $163,436 and $379,000, respectively. (See Notes 7 and 8). Use of Estimates The preparation of 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 disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Advertising The Company records advertising costs as incurred. For the years ended December 31, 2015 and December 31, 2014, advertising expense was $37,685 and $72,091, respectively. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Impairment of Goodwill
Impairment of Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of Goodwill | Note 4 – Impairment of Goodwill On September 12, 2014, the Company completed the asset acquisition of the entire line of products, technology and customers of Dry Vapes Holdings, Inc. The Company recorded the acquisition using the acquisition method, which requires the Company to record the acquired assets and assumed liabilities (if any) at their acquisition date fair values and record any excess of the consideration given, including liabilities assumed (if any) over the fair value of the assets acquired as goodwill. The acquired assets consisted solely of inventory. The transaction resulted in the Company recording goodwill of $192,849. Based on events and changes in circumstances on June 30, 2015, the Company reviewed the carrying amount of the goodwill, and determined that the carrying amount may not be recoverable and accordingly recognized an impairment loss of $192,849 for the year ended December 31, 2015. |
Sales Concentration and Concent
Sales Concentration and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Sales Concentration and Concentration of Credit Risk | Note 5 – Sales Concentration and Concentration of Credit Risk Cash Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on account balances. The company maintains its’ cash balance at a large financial institution and has not experienced any losses in such accounts. Sales and Accounts Receivable Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the years ended December 31, 2015 and 2014 and the accounts receivable balance as of December 31, 2015: Customer Sales % Year Ended December 31, 2015 Sales % Year Ended December 31, 2014 Accounts Receivable Balance as of December 31, 2015 A — 24.7 % $ — B — 21.5 % $ — C — 18.2 % $ — Purchases For the year end December 31, 2014, the Company’s purchases were from two vendors related to the purchase of our tobacco product line. |
Convertible Debt and Note Payab
Convertible Debt and Note Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt and Note Payable | Note 6 – Convertible Debt and Note Payable 2014 Convertible Note In January 2014, the Company entered into a Secured Promissory Note for $1,660,000 (the “2014 Company Note”) to Tonaquint, Inc. (“Tonaquint”) which includes a purchase price of $1,500,000 and transaction costs of $160,000. On January 31, 2014, the Company received $300,000 of the purchase price. Tonaquint also issued to the Company 6 secured promissory notes, each in the amount of $200,000 (the 2014 “Investor Notes”). All or any portion of the outstanding balance of the 2014 Investor Notes may be prepaid, without penalty, along with accrued but unpaid interest at any time prior to maturity. The Company has no obligation to pay Tonaquint any amounts on the unfunded portion of the 2014 Company Note. The 2014 Company Note bears interest at 8% per annum (increases to 22% per annum upon an event of default) and is convertible into shares of the Company’s common stock at Tonaquint’s option at a price of $0.55 per share, exercisable in seven tranches, consisting of a first tranche of $340,000 of principal and any interest, fees costs or charges, and six additional tranches of $220,000 each, plus any interest, costs, fees or charges. Beginning on the date that is six (6) months after the later of (i) the Issuance Date, and (ii) the date the Initial Cash Purchase Price is paid to the Company (the “Initial Installment Date”), and on each applicable Installment Date thereafter, the Company is to pay the Holder, the applicable Installment Amount due on such date. Ten Installment Amounts of $166,000 plus the sum of any accrued and unpaid interest, fees, costs or charges may be made (a) in cash (a “Company Redemption”), (b) by converting such Installment Amount into shares of Common Stock (a “Company Conversion”), or (c) by any combination of a Company Conversion and a Company Redemption so long as the entire amount of such Installment Amount due shall be converted and/or redeemed by the Company on the applicable Installment Date. The 2014 Company Note matured fifteen months after the Issuance Date. During the year ended December 31, 2014, the Company received an additional $800,000 of the purchase price and an additional $200,000 (including $21,188 of interest) during the year ended December 31, 2015. On December 16, 2015, the Company and AVHI, the Company’s wholly owned subsidiary entered into a Deed in Lieu of Foreclosure Agreement (the “DLF Agreement”) with Tonaquint, pursuant to which in exchange for the Company conveying its’ interest in the Company’s Nevada owned real estate (the “Property”), Tonaquint agreed to refrain and forbear from exercising and enforcing its remedies under their 2014 Convertible Note. Additionally, the Company received $25,000 and a reduction of the Note balance of $500,000. AVHI had a cost of approximately $224,466 for the Property. During the year ended December 31, 2015, the Company recorded interest expense of $281,607, and increased accrued interest expense by $281,607 for amounts due Tonaquint, pursuant to the 2014 Company Note. Additionally, as of the date of the DLF Agreement, the Company and Tonaquint agreed to offset the remaining unpaid principal balance of the Investor Notes of $176,642 to the Note. The parties further agreed that accrued and unpaid interest of $316,723 would be added to the Note and further agree that the Note balance as the DLF Agreement the Note balance was $311,815, resulting in a net gain of debt forgiveness of $292,372. As of December 31, 2015, $311,815 of principal and accrued interest of $1,041 is outstanding on the 2014 Company Note. A summary of the Company Note balance as of December 31, 2015 is as follows: 2015 Beginning Balance $ 1,256,658 Accrued interest added to Note 316,723 Conversion of convertible notes (584,925 ) Investor Notes applied to Note (176,642 ) Property applied to Note (224,466 ) Gain on debt settlement (277,533 ) Ending Balance $ 311,815 During the year ended December 31, 2015, the Company issued the following shares of common stock upon the conversions of portions of the 2014 Company Note: Date Principal Conversion Interest Conversion Total Conversion Conversion Price Shares Issued 1/3/15 $ 65,460 $ 9,540 $ 75,000 $ .045 1,665,445 1/28/15 $ 54,123 $ 8,377 $ 62,500 $ .0334 1,869,187 2/20/15 $ 55,901 $ 9,099 $ 65,000 $ .0244 2,668,309 3/13/15 $ 60,000 $ — $ 60,000 $ .0244 2,463,045 3/31/15 $ 66,555 $ 8,445 $ 75,000 $ .0125 5,985,634 5/5/15 $ 66,731 $ 8,269 $ 75,000 $ .0125 6,008,171 6/2/15 $ 67,277 $ 7,723 $ 75,000 $ .0095 7,917,238 6/29/15 $ 67,483 $ 7,517 $ 75,000 $ .0055 13,678,643 7/29/15 $ 29,368 $ 7,262 $ 36,630 $ .003663 10,000,000 8/13/15 $ 27,473 $ — $ 27,473 $ .003663 7,500,000 10/16/15 $ 10,549 $ 13,924 $ 24,473 $ .001003 24,400,000 11/16/15 $ 14,005 $ 6,792 $ 20,797 $ .001 21,730,000 $ 584,925 $ 86,947 $ 671,873 105,885,685 2015 Convertible Notes On March 2, 2015, the Company issued a Convertible Promissory Note for $79,000 to Vis Vires Group (“Vis Vires”). The Company received net proceeds of $75,000 after debt issuance costs of $4,000 paid for lender legal fees. The Note matured on November 25, 2015 and can be converted at a 39% discount to the market price as defined in the Note. On September 3, 2015, Vis Vires converted $10,000 of principal at a conversion price of $0.0019 and the Company issued 5,263,158 shares of common stock. On September 10, 2015, Vis Vires converted $19,800 of principal at a conversion price of $0.0012 and the Company issued 16,500,000 shares of common stock. As of December 31, 2015, the principal balance of the Vis Vires note is $49,200. On March 27, 2015, the Company issued a Convertible Promissory Note for $27,000 to GW Holding Group, LLC (“GW”). On March 31, 2015, the Company received net proceeds of $25,000 after debt issuance costs of $2,000 paid for lender legal fees. The Note matures March 27, 2016 and converts at a 42% discount to the market price as defined in the Note. On October 12, 2015, the Company issued 4,494,567 shares of common stock upon the conversion of $3,500 of principal and $150 accrued and unpaid interest on the 2015 GW Note. The shares were issued at approximately $0.000812 per share. As of December 31, 2015, the principal balance of the GW note is $23,500. March 27, 2015, the Company issued a Convertible Promissory Note for $78,750 to LG Capital Funding, LLC (“LG”). The Company received net proceeds of $75,000 after debt issuance costs of $3,750 paid for lender legal fees. The Note matures March 27, 2016 and converts at a 42% discount to the market price as defined in the Note. On October 1, 2015, the Company issued 3,524,027 shares of common stock upon the conversion of $2,750 of principal and $112 accrued and unpaid interest on the 2015 LG Note. The shares were issued at approximately $0.000812 per share. On October 13, 2015, the Company issued 5,995,275 shares of common stock upon the conversion of $5,000 of principal and $216 accrued and unpaid interest on the 2015 LG Note. The shares were issued at approximately $0.00087 per share. On November 5, 2015, the Company issued 9,036,379 shares of common stock upon the conversion of $5,500 of principal and $265 accrued and unpaid interest on the 2015 LG Note. The shares were issued at approximately $0.000638 per share. As of December 31, 2015, the principal balance of the LG Note is $65,500. On March 30, 2015, the Company issued a Convertible Promissory Note for $27,000 to Service Trading Company, LLC (“Service”). On April 6, 2015, the Company received net proceeds of $25,000 after debt issuance costs of $2,000 paid for lender legal fees. The Note matures March 30, 2016 and converts at a 42% discount to the market price as defined in the Note. On October 9, 2015, the Company issued 7,340,834 shares of common stock upon the conversion of $4,500 of principal and $184 accrued and unpaid interest on the 2015 Service Note. The shares were issued at approximately $0.000638 per share. As of December 31, 2015, the principal balance of the Service Note is $22,500. The debt issuance costs of $11,750 in the aggregate included in the 2015 Convertible Notes, will be amortized over the earlier of the terms of the Note or any redemptions and accordingly, $10,187 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2015. As of December 31, 2015, $160,700 of principal and accrued interest of $8,750 is outstanding on the 2015 Convertible Notes, and the principal amount is carried at $133,480, net of a remaining note discount of $27,220. Among other terms the 2015 Notes are due nine to twelve months from their issuance date, bearing interest at 8% per annum, payable in cash or shares at a conversion price (the “Conversion Price”) for each share of common stock equal to 39% - 42% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten to eighteen trading days immediately preceding the date of conversion. Upon the occurrence of an event of default, as defined in the 2015 Convertible Notes, the Company was required to pay interest at 22% per annum and the holders could at their option declare a Note, together with accrued and unpaid interest, to be immediately due and payable. In addition, the 2015 Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Company determined that the conversion feature of the 2015 Convertible Notes represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the 2015 Convertible Notes were not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the liability for derivative contracts are recorded in other income or expenses in the consolidated statements of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The embedded feature included in the 2015 Convertible Notes resulted in an initial debt discount of $211,750, an initial derivative liability expense of $71,761 and an initial derivative liability of $283,511. As of December 31, 2015 the Company revalued the embedded conversion feature of the 2015 Convertible Notes and warrants (see Note 8). The fair value of the 2015 Convertible Notes was calculated at December 31, 2015 based on the Black Scholes method consistent with the terms of the related debt. A summary of the derivative liability balance as of December 31, 2015 is as follows: 2015 Beginning Balance $ — Initial Derivative Liability 283,511 Fair Value Change (40,845 ) Reduction for conversions (75,652 ) Ending Balance $ 167,014 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2015: Commitment date Remeasurement date Expected dividends -0- -0- Expected volatility 121%-194% 190%-239% Expected term 3-12 months 3-6 months Risk free interest .06%-.27% .02%-.16% A summary of the convertible notes payable balance as of December 31, 2015 is as follows: 2015 Beginning Balance $ 1,256,658 Convertible notes-newly issued 211,750 Accrued interest added to Note 333,562 Conversion of convertible notes (635,975 ) Investor Notes applied to Note (176,642 ) Property applied to Note (224,466 ) Gain on debt settlement (292,372 ) Unamortized discount (27,220 ) Ending Balance $ 445,294 Note Payable Land On March 18, 2014, in conjunction with the land purchase of 80 acres in Pueblo County, Colorado, the Company paid $36,000 cash and entered into a promissory note in the amount of $85,750. The promissory note is being amortized on the basis of five (5) years, with principal payments of $17,150 plus interest at 3.5% due annually on December 1 of each year. Payments begin December 1, 2014, and shall be due on the first day of each succeeding December, with any balance of principal and accrued interest due December 1, 2020. On March 4, 2015, and May 4, 2015, the Company paid $9,000 and $2,437, respectively, of the December 1, 2014 amount. As of September 30, 2015, the balance of note is $74,313, including a past due amount of $5,713 of the December 2014 amount due. In November 2015, the Company was made aware that the land transaction regarding 80 acres in Pueblo County, Colorado, may not have been properly deeded to the Company. The company was a party to the land purchase, however, it was recently discovered the second party to the land contract never filed the original quit claim deed on behalf of the Company, even though a copy of the notarized quit claim deed was sent to the Company. To date, the Company has paid a total of $47,438 ($36,000 at closing) and is on the deed of trust of the property. Accordingly, until the deed is properly recorded, the Company reduced the remaining balance of the note payable for the acquisition of the land of $74,313 and recorded a reserve allowance for the remaining balance of the asset of $54,490. Future principle payments due on the Company’s convertible debt and note payable as of December 31, 2015, are as follows Twelve months ending December 31, Amount 2016 $ 472,514 Less current portion 445,294 Less discounts 27,220 Long term portion $ -0- |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions Management Fees and Stock Compensation Expense Effective January 1, 2013, the Company agreed to an annual compensation of $150,000 for its CEO, Mr. Michael Friedman (resigned March 20, 2015, re-appointed November 4, 2015), and $96,000 for the CFO, Mr. Barry Hollander (resigned September 15, 2015). For 2014, the Company and Mr. Hollander agreed that up to $5,000 per month can be paid in cash and the balance in restricted shares of common stock. Effective March 20, 2015, Mr. Justin Braune was named CEO and President. Mr. Braune also was appointed to the Board of Directors. B. Michael Friedman resigned his role as CEO and also from the Board of Directors. The Company agreed to an annual compensation of $100,000 for Mr. Braune in his role of CEO and Director of the Company and to issue Mr. Braune 15,000,000 shares of restricted common stock. The Company also initially issued Mr. Braune 12,500,000 shares of common stock on October 13, 2015. On October 16, 2015, Mr. Braune advised the Company and the Company’s transfer agent at the time to cancel the shares. Mr. Braune resigned from the board of directors and as CEO on November 4, 2015, and agreed to cancel the 15,000,000 shares in his letter of resignation. For the years ended December 31, 2015 and 2014, the Company recorded expenses to its officers the following amounts included in Administrative and Management Fees in the consolidated statements of operations, included herein: 2015 2014 Mr. Braune $ 62,821 $ — Mr. Friedman 62,500 150,000 Mr. Hollander 68,000 96,000 Total $ 193,321 $ 246,000 As of December 31, 2015 and 2014, the Company owed the following amounts, included in deferred compensation on the Company’s consolidated balance sheet: 2015 2014 Mr. Friedman $ 8,580 $ 80,082 Mr. Braune 16,667 — Mr. Hollander 12,731 1,579 Total $ 37,978 $ 81,661 On April 14, 2015, the Company appointed Dr. Stephen Holt to the Advisory Board of the Board of Directors of the Company. The Company issued 5,000,000 shares of restricted common stock to Dr. Holt for his appointment. The Company valued the 5,000,000 shares of common stock at $100,000 ($0.02 per share, the market price of the common stock on the grant date) as stock compensation expense for the year ended December 31, 2015. Additionally, the Company agreed the advisor shall receive a non-qualified stock option to purchase 1,000,000 shares (“Option Shares”) of the Company’s common stock at an exercise price equal to $0.05 per share. 400,000 Option Shares vested immediately and the remaining 600,000 Option Shares vest over 12 months. Accordingly, as of December 31, 2015, 850,000 option shares have vested and the Company has recorded $13,436 for the year ended December 31, 2015 in stock compensation expense. Effective June 26, 2015, the Company issued 1,000 shares of Class B Preferred Stock (super voting rights, non-convertible securities) to Mr. Friedman, resulting in Mr. Friedman having majority control in determining the outcome of all corporate transactions subject to vote, including the election of officers. On October 13, 2015, the Company issued 12,500,000 shares of common stock to Mr. Friedman for services. The Company valued the shares of common stock at $25,000 ($0.002 per share, the market price of the common stock on the grant date) as stock compensation expense for the year ended December 31, 2015. On October 13, 2015, the Company issued 12,500,000 shares of common stock to Mr. Braune for services. The Company valued the common stock at $25,000 ($0.002 per share, the market price of the common stock on the grant date) as stock compensation expense for the year ending December, 31 2015. On October 16, 2015, Mr. Braune adviseed the Company and the Company’s transfer agent at the time to cancel the shares. Since then, Mr. Braune is claiming ownership of the shares, which the Company disputes. On December 31, 2014, the Company issued 17,226,778 shares of restricted common stock to Mr. Friedman upon the conversion of 450,000 shares of Class B Preferred Stock. On December 31, 2014, the Company issued 1,230,484 shares of restricted common stock to Venture Equity upon the conversion of 50,000 shares of Class B Preferred Stock. On January 13, 2014, the Company issued 545,454 shares of common stock to Venture Equity, LLC, (“Venture Equity”) a Florida limited liability Company, controlled by the Company’s former CFO, upon the conversion of $60,000 of accrued management fees. The shares were issued at $0.11 per share, the market price of the common stock on December 31, 2013, the date on which the board of directors approved the issuance. On December 31, 2014, the Company issued 444,444 shares of restricted common stock to Venture Equity, upon the conversion of $40,000 of accrued and unpaid management fees as of December 31, 2014, the date on which the board of directors approved the issuance. The shares were issued at $0.09 per share, the average market price of the common stock for the period. Amounts Due from 800 Commerce, Inc. 800 Commerce, Inc., a commonly controlled entity until February 29, 2016, owed Agritek $282,947 and $236,759 as of December 31, 2015 and 2014, respectively, as a result of advances received from or payments made by Agritek on behalf of 800 Commerce. These advances are non-interest bearing and are due on demand and are included in Due from Related Party on the balance sheet herein. In February 2016, the Company entered into a Debt Settlement Agreement (the “Settlement Agreement”) with 800 Commerce, Inc. (now known as Petrogress, Inc.) whereby the Company accepted 1,101,642 shares of common stock of Petrogress in settlement of the amount due. Based on the market value of the Petrogress common stock on the date of the Settlement Agreement, the Company recognized a loss of $266,422 for the year ended December 31, 2015. |
Common and Preferred Stock
Common and Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common and Preferred Stock | Note 8 – Common and Preferred Stock Common Stock 2015 Issuances During the year ended December 31, 2015, the Company issued the following shares of common stock upon the conversions of portions of the 2014 Company Note and portions of the 2015 Convertible Notes: Date Principal Conversion Interest Conversion Total Conversion Conversion Price Shares Issued Issued to 1/3/15 $ 65,460 $ 9,540 $ 75,000 $ .045 1,665,445 Tonaquint 1/28/15 $ 54,123 $ 8,377 $ 62,500 $ .0334 1,869,187 Tonaquint 2/20/15 $ 55,901 $ 9,099 $ 65,000 $ .0244 2,668,309 Tonaquint 3/13/15 $ 60,000 $ — $ 60,000 $ .0244 2,463,045 Tonaquint 3/31/15 $ 66,555 $ 8,445 $ 75,000 $ .0125 5,985,634 Tonaquint 5/5/15 $ 66,731 $ 8,269 $ 75,000 $ .0125 6,008,171 Tonaquint 6/2/15 $ 67,277 $ 7,723 $ 75,000 $ .0095 7,917,238 Tonaquint 6/29/15 $ 67,483 $ 7,517 $ 75,000 $ .0055 13,678,643 Tonaquint 7/29/15 $ 29,368 $ 7,262 $ 36,630 $ .003663 10,000,000 Tonaquint 8/13/15 $ 27,473 $ — $ 27,473 $ .003663 7,500,000 Tonaquint 9/3/15 $ 10,000 $ — $ 10,000 $ .0019 5,263,158 Vis Vires 9/10/15 $ 19,800 $ — $ 19,800 $ .00083 16,500,000 Vis Vires 10/1/15 $ 2,750 $ 112 $ 2,862 $ .000812 3,524,027 LG 10/9/15 $ 4,500 $ 183 $ 4,683 $ .000638 7,340,834 Service 10/12/15 $ 3,500 $ 150 $ 3,650 $ .000812 4,494,567 GW 10/13/15 $ 5,000 $ 216 $ 5,216 $ .00087 5,995,275 LG 10/16/15 $ 10,549 $ 13,924 $ 24,473 $ .001003 24,400,000 Tonaquint 11/6/15 $ 5,500 $ 265 $ 5,765 $ .000638 9,036,379 LG 11/16/15 $ 14,005 $ 6,792 $ 20,797 $ .001 21,730,000 Tonaquint $ 635,975 $ 87,873 $ 723,848 158,039,912 In addition to the above during the year ended December 31, 2015, the Company: On October 13, 2015, the Company issued 12,500,000 shares of common stock to Mr. Friedman for services. The Company valued the shares of common stock at $25,000 ($0.002 per share, the market price of the common stock on the grant date) as stock compensation expense for the year ended December 31, 2015. On October 13, 2015, the Company issued 12,500,000 shares of common stock to Mr. Braune for services. The Company valued the common stock at $25,000 ($0.002 per share, the market price of the common stock on the grant date) as stock compensation expense for the year ending December, 31 2015. On October 16, 2015, Mr. Braune adviseed the Company and the Company’s transfer agent at the time to cancel the shares. Since then, Mr. Braune is claiming ownership of the shares, which the Company disputes. On April 14, 2015, the Company appointed Dr. Stephen Holt to the Advisory Board of the Board of Directors of the Company. The Company issued 5,000,000 shares of restricted common stock to Dr. Holt for his appointment. On March 20, 2015, the Company issued 15,000,000 shares of common stock to the Company’s CEO in connection with an employment and board of director’s agreement naming Mr. Braune as CEO, President and a member of our Board of Directors. The shares of common stock were to vest as follows: 5,000,000, shares on the six month anniversary of the Agreement and 10,000,000 shares on the one year anniversary of the Agreement. Mr. Braune resigned from the board of directors and as CEO on November 4, 2015, and agreed to cancel the 15,000,000 shares in his letter of resignation. 2014 Issuances In January 2014 the Company issued in the aggregate 8,467,388 shares of common stock to Typenex upon the conversion of $523,564 of the Company Note and accrued and unpaid interest of $3,716. The shares were issued at approximately $0.06227 per share. On January 13, 2014, the Company issued 545,454 shares of common stock to Venture Equity upon the conversion of $60,000 of accrued management fees. The shares were issued at $0.11 per share, the market price of the common stock on December 31, 2013. On January 14, 2014, the Company issued 2,460,968 shares of common stock upon the conversion of 100,000 shares of Class B Preferred Stock. On January 30, 2014, February 3, 2014 and February 5, 2014, the Company issued in the aggregate 369,420 shares of common stock to Asher upon the conversion of $65,000 of the 2013 Notes and accrued and unpaid interest of $2,600. The shares were issued at approximately $0.18299. In March 2014, the Company issued in the aggregate 843,654 shares of common stock to Typenex upon the conversion of $116,611 of the Company note and accrued and unpaid interest. The shares were issued at approximately $0.1382 per share. On March 17, 2014, the Company issued 4,312,420 shares of common stock upon the conversion of 150,000 shares of Class B Preferred Stock. On March 31, 2014, the Company issued 56,948 shares of common stock to James Canton upon the conversion of $25,000 of accrued stock compensation. On April 17, 2014, the Company issued 188,088 shares of common stock in satisfaction of $36,000 of the October 2013 Asher Note. The shares were issued at approximately $0.19 per share. On April 20, 2014, the Company issued 202,867 shares of common stock in satisfaction of $34,000 of the October 2013 Asher convertible note and accrued and unpaid interest of $2,800. The shares were issued at approximately $0.18 per share. On July 22, 2014, the Company issued 150,000 shares of Company common stock to Mr. Bartoletta as an advisor to the Board of the Directors of the Company. The Company recorded an expense of $33,000 (based on the market price of the Company’s common stock of $0.22 per share) and is included in professional and consulting fees in the consolidated statements of operations for the year ended December 31, 2014, respectively. On August 6, 2014, the Company issued 625,978 shares of common stock upon the conversion of $19,933 of principal of the 2014 Company Note and $80,067 of accrued and unpaid interest. The shares were issued at approximately $0.16 per share. On September 5, 2014, the Company issued 871,460 shares of common stock upon the conversion of $88,804 of principal of the 2014 Company Note and $11,196 of accrued and unpaid interest. The shares were issued at approximately $0.115 per share. On September 18, 2014, the Company issued 208,333 shares of common stock to James Canton upon the conversion of $25,000 of accrued stock compensation. On September 18, 2014, the Company issued 1,300,000 shares of common stock to Philip Johnston pursuant to a consulting agreement for services including but not limited to business modeling and strategies, strategic alliances, introduction to investment bankers, identify property acquisitions for agricultural use in Canada and to identify retail chains/outlets for wellness products throughout Canada. The Company recorded an expense of $156,000 (based on the market price of the Company’s common stock of $0.12 per share) and is included in professional and consulting fees in the consolidated statements of operations for the year ended December 31, 2014, respectively. On September 18, 2014, the Company issued in the aggregate 1,500,000 shares of common stock pursuant to the APA for the acquisition of Dry Vapes Holdings, Inc. The shares were valued at $0.12 per share. On October 13, 2014, the Company issued 562,272 shares of common stock upon the conversion of $38,745 of principal of the 2014 Company Note and $11,255 of accrued and unpaid interest. The shares were issued at approximately $0.089 per share. On October 21, 2014, the Company issued 2,011,142 shares of common stock upon the conversion of $89,369 of principal of the 2014 Company Note and $10,631 of accrued and unpaid interest. The shares were issued at approximately $0.05 per share. On October 21, 2014 the Company issued 735,895 shares of common stock to a consultant for investor relation services. The Company recorded an expense of $90,000 (based on the market price of the Company’s common stock of approximately $0.12 per share) and is included in professional and consulting fees in the consolidated statements of operations for the year ended December 31, 2014, respectively. On November 11, 2014, the Company issued 1,541,163 shares of common stock upon the conversion of $76,483 of principal of the 2014 Company Note and $147 of accrued and unpaid interest. The shares were issued at approximately $0.05 per share. On December 5, 2014, the Company issued 1,712,241 shares of common stock upon the conversion of $90,007 of principal of the 2014 Company Note and $9,993 of accrued and unpaid interest. The shares were issued at approximately $0.058 per share. On December 31, 2014, the Company issued 17,226,778 shares of restricted common stock to Mr. Friedman upon the conversion of 450,000 shares of Class B Preferred Stock. On December 31, 2014, the Company issued 1,230,484 shares of restricted common stock to Venture Equity upon the conversion of 50,000 shares of Class B Preferred Stock. The Company also issued Venture Equity 444,444 shares of restricted common stock for accrued and unpaid management fees of $40,000 owed to Venture Equity. On December 31, 2014, the Company issued 277,778 shares of common stock to James Canton upon the conversion of $25,000 of accrued stock compensation. Previously the Company appointed Mr. James Canton to be an advisor to the Company’s Board of Directors. In April 2013, the Company agreed to issue to Mr. Canton 200,000 shares of common stock, a warrant to purchase 300,000 shares of common stock at an exercise price of $0.50 per share with an expiration date on the third year anniversary of the grant, and $25,000 to be paid in shares of common stock to be issued at the end of each calendar quarter beginning on June 30, 2013 and ending on the earlier of March 31, 2015 (the term of Canton’s advisor role) or the date Canton is no longer serving as an advisor to the board of directors. The Company included $100,000 in stock based compensation expense for the year ended December 31, 2014. As of December 31, 2015, the Company owed Mr. Canton $25,000, which is included in accounts payable and accrued expenses on the consolidated balance sheet herein. P referred Stock On June 26, 2015, the Company filed with the Delaware Secretary of State the Amended and Restated Designation Preferences and Rights (the “Certificate of Designation”) of Class B Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Certificate of Designation, 1,000 shares constitute the Series B Preferred Stock. The Series B Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the Company’s issued and outstanding common stock and Series A preferred stock. The Series P e r red S the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. On June 26, 2015, the Company issued 1,000 shares of Class B Preferred Stock. The Company estimated the fair value of the shares of the Series B Preferred Stock (super voting rights, non-convertible securities) at $276,300 for purposes of solely determining the proper accounting treatment and valuation in accordance with ASC 820, Fair Value in Financial Instruments. The Company recorded $40,000 as payment towards accrued and unpaid fees owed Mr. Friedman and $236,300 as a loss on settlement of debt extinguishment. As of December 31, 2015 and 2014, there were 1,000 and -0- shares of Class B Preferred Stock outstanding, respectively. Warrants On April 14, 2015, in connection with the appointment of Dr. Stephen Holt to the advisory board, the Company agreed the advisor shall receive a non-qualified stock option to purchase 1,000,000 shares (“Option Shares”) of the Company’s common stock at an exercise price equal to $0.05 per share and expiring April 14, 2018. Option Shares of 400,000 vested immediately and 50,000 Option Shares vest each month form April 2015 through March 2016. Accordingly, as of December 31, 2015, 850,000 Option Shares have vested and the Company recorded $13,436 as stock compensation expense, based on Black-Scholes. On April 26, 2013 and in connection with the appointment of Mr. James Canton to the Company’s advisory board, the Company issued a warrant to Mr. Canton to purchase 300,000 shares of common stock. The warrant has an exercise price of $0.50 per share, remains outstanding and expires April 26, 2016. Additionally, the Company also evaluated all outstanding warrants to determine whether these instruments may be tainted. All warrants outstanding were considered tainted as a result of the Company not having reserved the underlying shares of common stock of the warrants. The Company valued the embedded derivatives within the warrants using the Black-Scholes valuation model. In 2015, the Company estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of .29 to 3.0 years; (2) a computed volatility rate of 127% to 239%; (3) a discount rate of .24% to 1.091%; and (4) zero dividends. The valuation of $10,478 of these embedded derivatives was initially recorded as an expense and based on the fair value as of December 31, 2015, the Company reduced the liability by $9,545 with an offsetting gain on derivative liability. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at December 31, 2015 and 2014. Income tax expense for 2015 and 2014 is as follows: 2015 2014 Current: Federal $ — $ — State — — — — Deferred: Federal $ (657,937 ) $ (682,302 ) State (70,244 ) (72,846 ) Change in Valuation allowance 728,181 755,148 $ — $ — The following is a summary of the Company’s deferred tax assets at December 31, 2015 and 2014: 2015 2014 Deferred Tax Assets: Net operating losses $ 1,414,628 $ 1,005,711 Stock compensation 1,632,947 1,491,934 Debt discounts and derivatives 277,597 199,228 Other 120,990 20,487 Net deferred tax assets 3,446,162 2,717,360 Valuation allowance (3,446,162 ) (2,717,360 ) $ — $ — A reconciliation between the expected tax expense (benefit) and the effective tax rate for the years ended December 31, 2015 and 2014 are as follows: 2015 2014 Statutory federal income tax rate (34.00 %) (34.00 %) State taxes, net of federal income tax (3.63 %) (3.63 %) Effect of change in valuation allowance — — Non-deductible expenses 37.63 % 37.63 % 0 % 0 % As of December 31, 2015, the Company had a tax net operating loss carry forward of approximately $3,759,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Office Space Effective April 1, 2014, the Company entered into a rent sharing agreement for the use of 1,300 square feet with a company controlled by the Company’s CFO. The Company agreed to pay $1,350 per month for the space. The Company terminated the agreement in September 2015. In April 2014, the Company entered into a ten year sublease agreement for the use of up to 7,500 square feet with a Colorado based oncology clinical trial and drug testing company and facility presently doing cancer research and testing for established pharmaceutical companies seeking FDA approval for new drugs Effective April 10, 2015, the Company entered into a four month lease agreement for the use of 170 square feet in California, for office space for our CEO. The Company agreed to pay $1,300 for the use of the space. The agreement expired in August 2015. For the years ended December 31, 2015 and 2014, the Company recorded rent expense of $72,936 and $63,489, respectively. On April 10, 2015, the Company entered into a Consulting Agreement (the “Agreement”) with Windsor McKenna (the “Consultant”). Pursuant to the Agreement, the Consultant will provide professional marketing and strategy consulting services to the Company for a one year period unless terminated by either party with a 30-day written notice. The Company will compensate the Consultant a one-time fee of $9,000 plus $2,500 in additional costs for travel during Phase 1, expected to be 30-45 days, $8,000 a month for the following 3 months and $10,000 a month for the remainder of the term of the Agreement. On May 29, 2015, the Company entered into a Contract Services Agreement (the “Services Agreement”) with Kazzlo International, LLC (“Kazzlo”). Pursuant to the Services Agreement, Kazzlo will test, develop and deploy a new, responsive website to the Company for a one year period unless terminated by either party with a 10 day written notice. The Company will compensate Kazzlo at a rate of $40 per hour, not to exceed $7,000 for the website development. Leased Properties On April 28, 2014, the Company executed and closed a 10 year lease agreement for 20 acres of an agricultural farming facility located in South Florida following the approval of the so-called “Charlotte’s Web” legislation, aimed at decriminalizing low grade marijuana specifically for the use of treating epilepsy and cancer patients. Pursuant to the lease agreement, the Company maintains a first right of refusal to purchase the property for three years. The Company prepaid the first year lease amount of $24,000 and based on the straight line expense over the term of the lease, the Company has recorded $38,244 and $25,496 of expense (included in leased property expenses) for the years ended December 31, 2015 and 2014, respectively. The Company is currently in default of the lease agreement, as rents have not been for the second year of the lease beginning May 2015. On July 11, 2014, the Company signed a ten year lease agreement for an additional 40 acres in Pueblo, Colorado. The lease requires monthly rent payments of $10,000 during the first year and is subject to a 2% annual increase over the life of the lease. The lease also provides rights to 50 acres of certain tenant water rights for $50,000 annually plus cost of approximately $2,400 annually. The Company paid the $50,000 in July 2014. Based on the straight line expense over the lease term the Company has recorded $158,485 and $77,667 of expense for the years ended December 31, 2015 and 2014, respectively, (included in leased property expenses) related to the land and water rights. The Company is currently in default of the lease agreement, as rents have not been paid since February 2015. Future rent payments for the next five years and thereafter are as follows: Twelve months ending December 31, Amount 2016 $ 152,460 2017 157,832 2018 163,544 2019 169,626 2020 176,112 Thereafter 655,490 $ 1,475,065 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 11 – Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2015 the Company had an accumulated deficit of $13,405,211 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 12 – Segment Reporting Description of Segments During the years ended December 31, 2015 and 2014, the Company operated in one reportable segment, wholesale sales. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events 2016 Debt Purchase Agreements On January 6, 2016, the Company accepted and agreed to a Debt Purchase Agreement (the “DPA”), whereby LG Capital Funding, LLC (“LG”) acquired the 2015 convertible promissory note from Vis Vires. The Company issued an 8% Replacement Note to LG for $53,613 (the “First Replacement Note”). The First Replacement Note is due January 5, 2017 and is convertible into shares of the Company’s common stock at any time at the discretion of LG at a variable conversion price (“VCP”). The VCP is calculated as the lowest trading price during the eighteen (18) trading days immediately prior to the conversion date multiplied by fifty eight percent (58%), representing a forty two percent (42%) discount. On January 19, 2016, the Company accepted and agreed to a DPA, whereby LG acquired $157,500 of the Tonaquint 2014 Convertible Note in exchange for $75,000. The Company issued an 8% Replacement Note to LG for $157,500 (the “Second Replacement Note”). The Second Replacement Note is due January 19, 2017 and is convertible into shares of the Company’s common stock at any time at the discretion of LG at a VCP. The VCP is calculated as the lowest trading price during the eighteen (18) trading days immediately prior to the conversion date multiplied by fifty eight percent (58%), representing a forty two percent (42%) discount. On January 19, 2016, the Company accepted and agreed to a DPA, whereby Cerebrus Finance Group, LTD (“Cerebrus”) acquired $156,749.09 of the Tonaquint 2014 Convertible Note in exchange for $75,000. The Company issued an 8% Replacement Note to Cerebrus for $156,749.09 (the “Third Replacement Note”). The Third Replacement Note is due January 19, 2017 and is convertible into shares of the Company’s common stock at any time at the discretion of LG at a VCP. The VCP is calculated as the lowest trading price during the eighteen (18) trading days immediately prior to the conversion date multiplied by fifty eight percent (58%), representing a forty two percent (42%) discount. The LG DPA and the Cerebrus DPA resulted in the Tonaquint Note being paid in full, accordingly as of January 19, 2016, the Company does not owe any amounts to Tonaquint. 2016 Convertible Notes On January 19, 2016, the Company completed the closing of a private placement financing transaction with LG, pursuant to a Securities Purchase Agreement (the “LG Purchase Agreement”). Pursuant to the LG Purchase Agreement, LG purchased an 8% Convertible Debenture (the “LG Debenture”) in the aggregate principal amount of $76,080, and delivered on January 31, 2016, gross proceeds of $62,500 excluding transaction costs, fees, and expenses. On January 19, 2016, the Company completed the closing of a private placement financing transaction with Cerebrus, pursuant to a Securities Purchase Agreement (the “Cerebrus Purchase Agreement”). Pursuant to the Cerebrus Purchase Agreement, Cerebrus purchased an 8% Convertible Debenture (the “Cerebrus Debenture”) in the aggregate principal amount of $34,775, and delivered on January 25, 2016, gross proceeds of $25,000 excluding transaction costs, fees, and expenses. On March 23, 2016, the Company completed the closing of a private placement financing transaction with Cerebrus, pursuant to a Securities Purchase Agreement (the “Cerebrus Purchase Agreement”). Pursuant to the Cerebrus Purchase Agreement, Cerebrus purchased an 8% Convertible Debenture (the “Cerebrus Debenture”) in the aggregate principal amount of $22,000, and delivered on March 28, 2016, gross proceeds of $20,000 excluding transaction costs, fees, and expenses. On April 15, 2016, the Company completed the closing of a private placement financing transaction with LG. Pursuant to the LG Purchase Agreement, LG purchased an 8% Convertible Debenture in the aggregate principal amount of $65,625, and delivered on April 15, 2016, gross proceeds of $62,500 excluding transaction costs, fees, and expenses. Principal and interest on the above three is due and payable one year from their respective funding date, and the LG and Cerebrus Debentures are convertible into shares of the Company’s common stock at any time at the discretion of LG and Cerebrus, respectively, at a VCP. The VCP is calculated as the lowest trading price during the eighteen (18) trading days immediately prior to the conversion date multiplied by fifty eight percent (58%), representing a forty two percent (42%) discount. The Company may prepay the LG and/or the Cerebrus Debentures, subject to prior notice to the holder within an initial 30 day period after issuance, by paying an amount equal to 118% multiplied by the amount that the Company is prepaying. For each additional 30 day period the amount being prepaid is multiplied by an additional 6%, up to a maximum of 148% on the 180 th th 2016 Convertible Note Conversions Since January 1, 2016 the Company issued the following shares of common stock upon the conversions of portions of the 2015 Convertible Notes (see Note 6): Date Principal Conversion Interest Conversion Total Conversion Conversion Price Shares Issued Issued to 3/7/16 $ 6,500 $ 489 $ 6,989 $ .00174 4,016,471 LG 3/8/16 $ 7,425 $ 928 $ 8,353 $ .00174 4,800,354 GW 3/17/16 $ 9,000 $ 696 $ 9,696 $ .002436 3,980,431 LG 3/17/16 $ 3,000 $ 138 $ 3,138 $ .000638 4,918,624 Service $ 25,925 $ 2,251 $ 28,176 17,715,880 Effective February 29, 2016, the Company received 1,102,462 shares of common stock of Petrogress, Inc. (formerly known as 800 Commerce, Inc.) as settlement of the $282,947 owed to the Company. On May 6, 2016, the Company, B. Michael Freidman and Barry Hollander (former CFO) were named as defendants in a Summons/Complaint filed by Justin Braune in Palm Beach County Civil Court, Florida. The complaint alleges that Mr. Braune is entitled to 27,500,000 shares of common stock of the Company. The defendants will defend this lawsuit as Mr. Braune sent an email to the Company and the Company’s transfer agent cancelling 12,500,000 shares on October 16, 2015 and his letter of resignation dated November 4, 2015, clearly stated that he confirmed he had cancelled 15,000,000 shares of common stock. Mr. Braune’s letter of resignation was filed as Exhibit 5.1 on Form 8-K with the SEC on November 9, 2015. |
Summary of Significant Accoun21
Summary of Significant Account Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("US GAAP"). The consolidated financial statements of the Company include the consolidated accounts of Agritek and its’ wholly owned subsidiaries AVHI and PPI. PPI, a Florida corporation, was originally formed on July 1, 2013 as The American Hemp Trading Company, Inc. (“AHTC”) and on August 27, 2014, AHTC changed its’ name to PPI. All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. As of December 31, 2015, based on the above criteria, the Company has an allowance for doubtful accounts of $43,408. |
Inventory | Inventory Inventory consists of finished goods and is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts. |
Deferred Financing Costs | Deferred Financing Costs The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method through the maturities of the related debt. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Debt Issue Costs and Debt Discount | Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Original Issue Discount | Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Investment of Non-Marketable Securities | Investment of Non-Marketable Securities The CompanyÂ’s investment in non-marketable securities consist of cash investments in a less than 10% interest in two privately held companies that provide merchant processing services. Petrogress, Inc. (formerly 800 Commerce, Inc. and a subsidiary of the Company through itsÂ’ deconsolidation in May 2012) derived substantially all of itsÂ’ revenues, through April 2015, form these privately held companies. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and except for land, depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. In November 2015, the Company was made aware that the land transaction regarding 80 acres in Pueblo County, Colorado, may not have been properly deeded to the Company. The company was a party to the land purchase, however, it was recently discovered, and the second party to the land contract never filed the original quit claim deed on behalf of the Company, even though a copy of the notarized quit claim deed was sent to the Company. To date, the Company has paid a total of $47,438.00 ($36,000 at closing) and is on the deed of trust of the property with a remaining note balance of approximately $75,000 held by the original owner. Accordingly, until the deed is properly recorded, the Company reduced the remaining balance of the note payable for the acquisition of the land of $74,313 and recorded a reserve allowance for the remaining balance of the asset of $54,490. The estimated useful lives of property and equipment are as follows: Furniture and equipment 5 years The Company's property and equipment consisted of the following at December 31, 2015 and December 31, 2014: 2015 2014 Land $ 129,803 $ 354,269 Allowance for land loss, including note elimination of $74,313 (129,803 ) — Furniture and equipment 13,829 13,829 Accumulated depreciation (4,742 ) (1,976 ) Balance $ 9,087 $ 366,122 Depreciation expense of $2,766 and $1,789 was recorded for the year ended December 31, 2015 and 2014, respectively. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Based on events and changes in circumstances on June 30, 2015, the Company reviewed the carrying amount of goodwill initially recorded from an acquisition in September 2014, and determined that the carrying amount may not be recoverable and accordingly recognized an impairment loss of $192,849 for the year ended December 31, 2015. The Company also recorded a reserve for inventory loss of $37,639 for the year ended December 31, 2015. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the month in which products are shipped or commissions are earned. No revenue has been recognized from leasing arrangements to date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. The Company's financial instruments consist primarily of cash, accounts receivable, notes receivable, accounts payable and accrued expenses, note payable and convertible debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The CompanyÂ’s tax years subsequent to 2005 remain subject to examination by federal and state tax jurisdictions. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share are computed in accordance with ASC 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the period. As of December 31, 2015 there were warrants to purchase 1,300,000 |
Accounting for Stock-based Compensation | Accounting for Stock-based Compensation The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the CompanyÂ’s common stock and recognized as expense during the period in which services are provided. For the years ended December 31, 2015 and December 31, 2014, the Company recorded stock and warrant based compensation of $163,436 and $379,000, respectively. (See Notes 7 and 8). |
Use of Estimates | Use of Estimates The preparation of 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 disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Advertising | Advertising The Company records advertising costs as incurred. For the years ended December 31, 2015 and December 31, 2014, advertising expense was $37,685 and $72,091, respectively. |
Summary of Significant Accoun22
Summary of Significant Account Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Property and equipment | 2015 2014 Land $ 129,803 $ 354,269 Allowance for land loss, including note elimination of $74,313 (129,803 ) — Furniture and equipment 13,829 13,829 Accumulated depreciation (4,742 ) (1,976 ) Balance $ 9,087 $ 366,122 |
Sales Concentration and Conce23
Sales Concentration and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Sales concentration | Customer Sales % Year Ended December 31, 2015 Sales % Year Ended December 31, 2014 Accounts Receivable Balance as of December 31, 2015 A — 24.7 % $ — B — 21.5 % $ — C — 18.2 % $ — |
Convertible Debt and Note Pay24
Convertible Debt and Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Company Note balance | 2015 Beginning Balance $ 1,256,658 Accrued interest added to Note 316,723 Conversion of convertible notes (584,925 ) Investor Notes applied to Note (176,642 ) Property applied to Note (224,466 ) Gain on debt settlement (277,533 ) Ending Balance $ 311,815 |
Common stock issued upon conversions of portions of 2014 Company Note | Commitment date Remeasurement date Expected dividends -0- -0- Expected volatility 121%-194% 190%-239% Expected term 3-12 months 1-6 months Risk free interest .06%-.27% .02%-.16% |
Summary of derivative liability balance | 2015 Beginning Balance $ — Initial Derivative Liability 283,511 Fair Value Change (40,845 ) Reduction for conversions (75,652 ) Ending Balance $ 167,014 |
Fair value assumptions for derivative liabilities | Commitment date Remeasurement date Expected dividends -0- -0- Expected volatility 121%-194% 190%-239% Expected term 3-12 months 3-6 months Risk free interest .06%-.27% .02%-.16% |
Summary of convertible notes payable balance | 2015 Beginning Balance $ 1,256,658 Convertible notes-newly issued 211,750 Accrued interest added to Note 333,562 Conversion of convertible notes (635,975 ) Investor Notes applied to Note (176,642 ) Property applied to Note (224,466 ) Gain on debt settlement (292,372 ) Unamortized discount (27,220 ) Ending Balance $ 445,294 |
Future principle payments due on Company's convertible debt and note payable | Twelve months ending December 31, Amount 2016 $ 472,514 Less current portion 445,294 Less discounts 27,220 Long term portion $ -0- |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions Tables | |
Expenses to officers included in Administrative and Management Fees | 2015 2014 Mr. Braune $ 62,821 $ — Mr. Friedman 62,500 150,000 Mr. Hollander 68,000 96,000 Total $ 193,321 $ 246,000 |
Amounts owed to officers, included in deferred compensation | 2015 2014 Mr. Friedman $ 8,580 $ 80,082 Mr. Braune 16,667 — Mr. Hollander 12,731 1,579 Total $ 37,978 $ 81,661 |
Common and Preferred Stock (Tab
Common and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Common And Preferred Stock Tables | |
Shares issued upon conversions of portions of 2014 Company Note and 2015 Convertible Notes | Date Principal Conversion Interest Conversion Total Conversion Conversion Price Shares Issued Issued to 1/3/15 $ 65,460 $ 9,540 $ 75,000 $ .045 1,665,445 Tonaquint 1/28/15 $ 54,123 $ 8,377 $ 62,500 $ .0334 1,869,187 Tonaquint 2/20/15 $ 55,901 $ 9,099 $ 65,000 $ .0244 2,668,309 Tonaquint 3/13/15 $ 60,000 $ — $ 60,000 $ .0244 2,463,045 Tonaquint 3/31/15 $ 66,555 $ 8,445 $ 75,000 $ .0125 5,985,634 Tonaquint 5/5/15 $ 66,731 $ 8,269 $ 75,000 $ .0125 6,008,171 Tonaquint 6/2/15 $ 67,277 $ 7,723 $ 75,000 $ .0095 7,917,238 Tonaquint 6/29/15 $ 67,483 $ 7,517 $ 75,000 $ .0055 13,678,643 Tonaquint 7/29/15 $ 29,368 $ 7,262 $ 36,630 $ .003663 10,000,000 Tonaquint 8/13/15 $ 27,473 $ — $ 27,473 $ .003663 7,500,000 Tonaquint 9/3/15 $ 10,000 $ — $ 10,000 $ .0019 5,263,158 Vis Vires 9/10/15 $ 19,800 $ — $ 19,800 $ .00083 16,500,000 Vis Vires 10/1/15 $ 2,750 $ 112 $ 2,862 $ .000812 3,524,027 LG 10/9/15 $ 4,500 $ 183 $ 4,683 $ .000638 7,340,834 Service 10/12/15 $ 3,500 $ 150 $ 3,650 $ .000812 4,494,567 GW 10/13/15 $ 5,000 $ 216 $ 5,216 $ .00087 5,995,275 LG 10/16/15 $ 10,549 $ 13,924 $ 24,473 $ .001003 24,400,000 Tonaquint 11/6/15 $ 5,500 $ 265 $ 5,765 $ .000638 9,036,379 LG 11/16/15 $ 14,005 $ 6,792 $ 20,797 $ .001 21,730,000 Tonaquint $ 635,975 $ 87,873 $ 723,848 158,039,912 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Income tax expense | 2015 2014 Current: Federal $ — $ — State — — — — Deferred: Federal $ (657,937 ) $ (682,302 ) State (70,244 ) (72,846 ) Change in Valuation allowance 728,181 755,148 $ — $ — |
Deferred tax assets | 2015 2014 Deferred Tax Assets: Net operating losses $ 1,414,628 $ 1,005,711 Stock compensation 1,632,947 1,491,934 Debt discounts and derivatives 277,597 199,228 Other 120,990 20,487 Net deferred tax assets 3,446,162 2,717,360 Valuation allowance (3,446,162 ) (2,717,360 ) $ — $ — |
Effective tax rate reconciliation | 2015 2014 Statutory federal income tax rate (34.00 %) (34.00 %) State taxes, net of federal income tax (3.63 %) (3.63 %) Effect of change in valuation allowance — — Non-deductible expenses 37.63 % 37.63 % 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Tables | |
Future rent payments | Twelve months ending December 31, Amount 2016 $ 152,460 2017 157,832 2018 163,544 2019 169,626 2020 176,112 Thereafter 655,490 $ 1,475,065 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events Tables | |
Shares issued upon conversions of portions of 2015 Convertible Notes | Date Principal Conversion Interest Conversion Total Conversion Conversion Price Shares Issued Issued to 3/7/16 $ 6,500 $ 489 $ 6,989 $ .00174 4,016,471 LG 3/8/16 $ 7,425 $ 928 $ 8,353 $ .00174 4,800,354 GW 3/17/16 $ 9,000 $ 696 $ 9,696 $ .002436 3,980,431 LG 3/17/16 $ 3,000 $ 138 $ 3,138 $ .000638 4,918,624 Service $ 25,925 $ 2,251 $ 28,176 17,715,880 |
Organization (Details Narrative
Organization (Details Narrative) - shares | Dec. 31, 2015 | Jun. 26, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Preferred stock, shares issued to Mr. B Michael Friedman | 1,000 | ||
Common stock, shares authorized | 500,000,000 | 250,000,000 |
Summary of Significant Accoun31
Summary of Significant Account Policies - Property and equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Summary Of Significant Account Policies - Property And Equipment Details | ||
Land | $ 129,803 | $ 354,269 |
Allowance for land loss, including note elimination of $74,313 | (129,803) | |
Furniture and Equipment | 13,829 | $ 13,829 |
Accumulated depreciation | (4,742) | (1,976) |
Balance | $ 9,087 | $ 366,122 |
Summary of Significant Accoun32
Summary of Significant Account Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 43,408 | ||
Amount paid by Company for land purchase | $ 36,000 | 47,438 | |
Remaining note balance held by original land owner | 74,313 | 75,000 | |
Reduction in remaining balance of note payable for acquisition of land | 74,313 | 74,313 | |
Reserve for allowance for remaining balance of asset recorded | $ 54,490 | $ 54,490 | |
Useful life of office equipment, furniture and vehicles | 5 years | ||
Depreciation expense | $ (2,766) | $ (1,789) | |
Impairment loss on carrying amount of goodwill | $ (192,849) | ||
Reserve for inventory loss | |||
Warrants to purchase common stock excluded from computation of earnings per share | 1,300,000 | ||
Antidilutive shares excluded from computation of earnings per share | 546,802,924 | ||
Stock and warrant based compensation | $ 163,436 | $ 379,000 | |
Advertising expenses | $ 37,685 | $ 72,091 |
Impairment of Goodwill (Details
Impairment of Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 192,849 | |
Impairment loss on carrying amount of goodwill | $ (192,849) |
Sales Concentration and Conce34
Sales Concentration and Concentration of Credit Risk - Sales concentration (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer A | ||
Sales percentage | 24.70% | |
Accounts receivable balance | ||
Customer B | ||
Sales percentage | 21.50% | |
Accounts receivable balance | ||
Customer C | ||
Sales percentage | 18.20% | |
Accounts receivable balance |
Sales Concentration and Conce35
Sales Concentration and Concentration of Credit Risk (Details Narrative) | Dec. 31, 2015USD ($) |
Risks and Uncertainties [Abstract] | |
FDIC maximum amount insured | $ 250,000 |
Convertible Debt and Note Pay36
Convertible Debt and Note Payable - Summary of Company Note balance (Details) - Company Note balance - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance | $ 311,815 | $ 1,256,658 |
Accrued interest added to Note | 316,723 | |
Conversion of convertible notes | (584,925) | |
Investor Notes applied to Note | (176,642) | |
Property applied to Note | (224,466) | |
Gain on debt settlement | $ (277,533) |
Convertible Debt and Note Pay37
Convertible Debt and Note Payable - Common stock issued upon conversions of portions of 2014 Company Note (Details) - Conversions of portions of 2014 Company Note - USD ($) | Nov. 16, 2015 | Oct. 16, 2015 | Aug. 13, 2015 | Jul. 29, 2015 | Jun. 29, 2015 | Jun. 02, 2015 | May. 05, 2015 | Mar. 31, 2015 | Mar. 13, 2015 | Feb. 20, 2015 | Jan. 28, 2015 | Jan. 03, 2015 | Dec. 31, 2015 |
Principal conversion | $ 14,005 | $ 10,549 | $ 27,473 | $ 29,368 | $ 67,483 | $ 67,277 | $ 66,731 | $ 66,555 | $ 60,000 | $ 55,901 | $ 54,123 | $ 65,460 | $ 584,925 |
Interest conversion | 6,792 | 13,924 | 0 | 7,262 | 7,517 | 7,723 | 8,269 | 8,445 | 9,099 | 8,377 | 9,540 | 86,947 | |
Total conversion | $ 20,797 | $ 24,473 | $ 27,473 | $ 36,630 | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | $ 60,000 | $ 65,000 | $ 62,500 | $ 75,000 | $ 671,873 |
Conversion price | $ 0.001 | $ 0.001003 | $ 0.003663 | $ 0.003663 | $ 0.0055 | $ 0.0095 | $ 0.0125 | $ 0.0125 | $ 0.0244 | $ 0.0244 | $ 0.0334 | $ 0.045 | |
Shares Issued | 21,730,000 | 24,400,000 | 7,500,000 | 10,000,000 | 13,678,643 | 7,917,238 | 6,008,171 | 5,985,634 | 2,463,045 | 2,668,309 | 1,869,187 | 1,665,445 | 105,885,685 |
Convertible Debt and Note Pay38
Convertible Debt and Note Payable - Summary of derivative liability balance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Change | $ (30,916) | $ 30,347 |
Summary of derivative liability balance | ||
Beginning Balance | ||
Initial Derivative Liability | $ 283,511 | |
Fair Value Change | (40,845) | |
Reduction for conversions | (75,652) | |
Ending Balance | $ 167,014 |
Convertible Debt and Note Pay39
Convertible Debt and Note Payable - Fair value assumptions for derivative liabilities (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Commitment date | |
Expected dividends | 0.00% |
Expected volatility, minimum | 121.00% |
Expected volatility, maximum | 194.00% |
Expected term, minimum | 3 months |
Expected term, maximum | 12 months |
Risk free interest, minimum | 0.06% |
Risk free interest, maximum | 0.27% |
Remeasurement date | |
Expected dividends | 0.00% |
Expected volatility, minimum | 190.00% |
Expected volatility, maximum | 239.00% |
Expected term, minimum | 3 months |
Expected term, maximum | 6 months |
Risk free interest, minimum | 0.02% |
Risk free interest, maximum | 0.16% |
Convertible Debt and Note Pay40
Convertible Debt and Note Payable - Summary of convertible notes payable balance (Details) - Convertible notes payable balance summary - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance | $ 445,294 | $ 1,256,658 |
Convertible notes - newly issued | 211,750 | |
Accrued interest added to Note | 333,562 | |
Conversion of convertible notes | (635,975) | |
Investor Notes applied to Note | (176,642) | |
Property applied to Note | (224,466) | |
Gain on debt settlement | (292,372) | |
Unamortized discount | $ (27,220) |
Convertible Debt and Note Pay41
Convertible Debt and Note Payable - Future principle payments due on Company's convertible debt and note payable (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Disclosure [Abstract] | |
Future principle payments | $ 472,514 |
Less current portion | 445,294 |
Less discounts | 27,220 |
Long term portion | $ 0 |
Convertible Debt and Note Pay42
Convertible Debt and Note Payable - 2014 Convertible Note (Details Narrative) - 2014 Convertible Note - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2015 | Dec. 16, 2015 | Dec. 31, 2014 | |
Principal amount outstanding | $ 1,660,000 | $ 311,815 | ||
Purchase price balance | 1,500,000 | |||
Transaction costs | 160,000 | |||
Purchase price received | 300,000 | 200,000 | $ 25,000 | $ 800,000 |
Interest received, included in purchase price received | 21,188 | |||
Individual note value of six promissory Investor Notes issued to Company | $ 200,000 | |||
Investor Notes, interest rate per annum | 8.00% | |||
Investor Note, interest rate per annum in occurrence of event of default | 22.00% | |||
Conversion price | $ 0.55 | |||
Exercisable amount in first tranche | $ 340,000 | |||
Exercisable amount in six additional tranches | $ 220,000 | |||
Individual installment amount payable to Holder of installments | 166,000 | |||
Interest expense recorded | 281,607 | |||
Increase in accrued interest expense | 281,607 | |||
Accrued interest outstanding | 1,041 | |||
Interest receivable | 25,775 | |||
Reduction of Note balance | 500,000 | |||
Cost for property by AVHI | $ 224,466 | |||
Unpaid principal balance offset amount | 176,642 | |||
Net gain from debt forgiveness | $ 292,372 |
Convertible Debt and Note Pay43
Convertible Debt and Note Payable - 2015 Convertible Notes (Details Narrative) - USD ($) | Nov. 05, 2015 | Oct. 13, 2015 | Oct. 12, 2015 | Oct. 09, 2015 | Oct. 02, 2015 | Sep. 10, 2015 | Sep. 03, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Apr. 06, 2015 | Mar. 27, 2015 | Mar. 02, 2015 | Dec. 31, 2014 |
Initial debt discount | $ 27,220 | $ 22,755 | |||||||||||
Vis Vires Group | |||||||||||||
Convertible Promissory Note issued, amount | $ 79,000 | ||||||||||||
Net proceeds received | 75,000 | ||||||||||||
Debt issuance costs paid for lender legal fees | $ 4,000 | ||||||||||||
Maturity date | Nov. 25, 2015 | ||||||||||||
Conversion discount to the marketing price | 39.00% | ||||||||||||
Conversion of note, principal converted | $ 19,800 | $ 10,000 | |||||||||||
Conversion price | $ 0.0012 | $ 0.0019 | |||||||||||
Conversion of note, shares issued | 16,500,000 | 5,263,158 | |||||||||||
Principal outstanding | 49,200 | ||||||||||||
GW Holding Group, LLC | |||||||||||||
Convertible Promissory Note issued, amount | $ 27,000 | ||||||||||||
Net proceeds received | 25,000 | ||||||||||||
Debt issuance costs paid for lender legal fees | 2,000 | ||||||||||||
Maturity date | Mar. 27, 2016 | ||||||||||||
Conversion discount to the marketing price | 42.00% | ||||||||||||
Conversion of note, principal converted | $ 3,500 | ||||||||||||
Conversion of note, accrued and unpaid interest converted | $ 150 | ||||||||||||
Conversion price | $ 0.000812 | ||||||||||||
Conversion of note, shares issued | 4,494,567 | ||||||||||||
Principal outstanding | 23,500 | ||||||||||||
LG Capital Funding, LLC | |||||||||||||
Convertible Promissory Note issued, amount | 78,750 | ||||||||||||
Net proceeds received | 75,000 | ||||||||||||
Debt issuance costs paid for lender legal fees | $ 3,750 | ||||||||||||
Maturity date | Mar. 27, 2016 | ||||||||||||
Conversion discount to the marketing price | 42.00% | ||||||||||||
Conversion of note, principal converted | $ 5,500 | $ 5,000 | $ 2,750 | ||||||||||
Conversion of note, accrued and unpaid interest converted | $ 265 | $ 216 | $ 112 | ||||||||||
Conversion price | $ 0.000638 | $ 0.00087 | |||||||||||
Conversion of note, shares issued | 9,036,379 | 5,995,275 | 3,524,027 | ||||||||||
Principal outstanding | 65,000 | ||||||||||||
Service Trading Company, LLC | |||||||||||||
Convertible Promissory Note issued, amount | $ 27,000 | ||||||||||||
Net proceeds received | 25,000 | ||||||||||||
Debt issuance costs paid for lender legal fees | $ 2,000 | ||||||||||||
Maturity date | Mar. 30, 2016 | ||||||||||||
Conversion discount to the marketing price | 42.00% | ||||||||||||
Conversion of note, principal converted | $ 4,500 | ||||||||||||
Conversion of note, accrued and unpaid interest converted | $ 184 | ||||||||||||
Conversion price | $ 0.000638 | ||||||||||||
Conversion of note, shares issued | 7,340,834 | ||||||||||||
Principal outstanding | 22,500 | ||||||||||||
2015 Convertible Note | |||||||||||||
Aggregate debt issuance costs | 11,750 | ||||||||||||
Portion of debt issuance costs expensed (included in interest expense) | 10,187 | ||||||||||||
Principal outstanding | 160,700 | ||||||||||||
Accrued interest outstanding | 8,750 | ||||||||||||
Principal amount carrying value, net of discount | 133,480 | ||||||||||||
Remaining note discount | $ 27,220 | ||||||||||||
Interest rate per annum | 8.00% | ||||||||||||
Interest rate per annum in occurrence of event of default | 22.00% | ||||||||||||
Initial debt discount | $ 211,750 | ||||||||||||
Initial derivative liability expense | 71,761 | ||||||||||||
Initial Derivative Liability | $ 283,511 |
Convertible Debt and Note Pay44
Convertible Debt and Note Payable - Note Payable Land (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 60 Months Ended | ||||
Nov. 30, 2015 | Dec. 31, 2015 | Dec. 01, 2019 | Sep. 30, 2015 | May. 04, 2015 | Mar. 04, 2015 | Mar. 18, 2014 | |
Outstanding balance on December 1, 2014 amount | $ 74,313 | ||||||
Past due amount included in outstanding balance | $ 5,713 | ||||||
Amount paid by Company for land purchase | $ 36,000 | $ 47,438 | |||||
Reduction in remaining balance of note payable for acquisition of land | 74,313 | 74,313 | |||||
Reserve for allowance for remaining balance of asset recorded | $ 54,490 | $ 54,490 | |||||
Note Payable | |||||||
Cash paid in conjunction of land purchase | $ 36,000 | ||||||
Promissory note entered in conjunction with land purchase | $ 85,750 | ||||||
Amortization term | 5 years | ||||||
Annual payment | $ 17,150 | ||||||
Interest per annum | 3.50% | ||||||
Payment start date | Dec. 1, 2014 | ||||||
Principal and accrued interest due date | Dec. 1, 2020 | ||||||
Payment made on December 1, 2014 amount | $ 2,437 | $ 9,000 |
Related Party Transactions - Ex
Related Party Transactions - Expenses to officers included in Administrative and Management Fees (Details) - USD ($) | 8 Months Ended | 12 Months Ended | 33 Months Ended | 36 Months Ended | |
Nov. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 15, 2015 | Dec. 31, 2015 | |
Mr. Braune | |||||
Expenses to officers included in Administrative and Management Fees | $ 100,000 | $ 62,821 | |||
Mr. Friedman | |||||
Expenses to officers included in Administrative and Management Fees | 62,500 | $ 150,000 | $ 150,000 | ||
Mr. Hollander | |||||
Expenses to officers included in Administrative and Management Fees | 68,000 | 96,000 | $ 96,000 | ||
Total | |||||
Expenses to officers included in Administrative and Management Fees | $ 193,321 | $ 246,000 |
Related Party Transactions - Am
Related Party Transactions - Amounts owed to officers, included in deferred compensation (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Mr. Friedman | ||
Amounts owed to officers, included in deferred compensation | $ 8,580 | $ 80,082 |
Mr. Braune | ||
Amounts owed to officers, included in deferred compensation | 16,667 | |
Mr. Hollander | ||
Amounts owed to officers, included in deferred compensation | 12,731 | $ 1,579 |
Total | ||
Amounts owed to officers, included in deferred compensation | $ 37,978 | $ 81,661 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 36 Months Ended | ||||
Nov. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 15, 2015 | Dec. 31, 2015 | Oct. 13, 2015 | Jun. 26, 2015 | Jan. 13, 2014 | |
Preferred stock, shares issued to Mr. B Michael Friedman | 1,000 | ||||||||
Amounts due from 800 Commerce, Inc., a commonly controlled entity | $ 282,947 | $ 282,947 | $ 236,759 | $ 282,947 | |||||
Shares of 800 Commerce, Inc. (now Petrogress, Inc.) stock accepted in settlement of amounts due | 1,101,642 | ||||||||
Loss recognized from stock received | $ 266,422 | $ 266,422 | 266,422 | ||||||
Mr. Friedman | |||||||||
Annual compensation | 62,500 | $ 150,000 | $ 150,000 | ||||||
Common stock issued for services, shares | 12,500,000 | ||||||||
Common stock issued for services, value | $ 25,000 | ||||||||
Common stock issued for services, price per share | $ 0.002 | ||||||||
Restricted common stock issued upon conversion of Class B Preferred Stock, common shares issued | 17,226,778 | ||||||||
Restricted common stock issued upon conversion of Class B Preferred Stock, preferred shares converted | 450,000 | ||||||||
Mr. Hollander | |||||||||
Annual compensation | 68,000 | $ 96,000 | $ 96,000 | ||||||
Montly cash payment maximum | $ 5,000 | ||||||||
Mr. Braune | |||||||||
Annual compensation | $ 100,000 | $ 62,821 | |||||||
Restricted common stock issued, shares | 15,000,000 | ||||||||
Additional common stock issued, shares | 12,500,000 | ||||||||
Additional common stock issued, shares cancelled | (12,500,000) | ||||||||
Dr. Holt | |||||||||
Restricted common stock issued, shares | 5,000,000 | ||||||||
Restricted common stock issued, amount | $ 100,000 | ||||||||
Restricted common stock issued, price per share | $ 0.02 | ||||||||
Non-qualified stock option to purchase common stock, shares | 1,000,000 | ||||||||
Non-qualified stock option to purchase common stock, price per share | $ 0.05 | ||||||||
Option shares vested | 850,000 | ||||||||
Stock compensation expense for stock option vested shares | $ 13,436 | ||||||||
Venture Equity | |||||||||
Restricted common stock issued upon conversion of Class B Preferred Stock, common shares issued | 1,230,484 | ||||||||
Restricted common stock issued upon conversion of Class B Preferred Stock, preferred shares converted | 50,000 | ||||||||
Common stock issued upon conversion of accrued management fees, shares issued | 444,444 | 545,454 | |||||||
Common stock issued upon conversion of accrued management fees, amount | $ 40,000 | $ 60,000 | |||||||
Common stock issued upon conversion of accrued management fees, price per share | $ 0.09 | $ 0.11 |
Common and Preferred Stock - Sh
Common and Preferred Stock - Shares issued upon conversions of portions of 2014 Company Note and 2015 Convertible Notes (Details) - 2015 Issuances - USD ($) | Nov. 16, 2015 | Nov. 06, 2015 | Oct. 16, 2015 | Oct. 13, 2015 | Oct. 12, 2015 | Oct. 09, 2015 | Oct. 02, 2015 | Sep. 10, 2015 | Sep. 03, 2015 | Aug. 13, 2015 | Jul. 29, 2015 | Jun. 29, 2015 | Jun. 02, 2015 | May. 05, 2015 | Mar. 31, 2015 | Mar. 13, 2015 | Feb. 20, 2015 | Jan. 28, 2015 | Jan. 03, 2015 | Dec. 31, 2015 |
Principal conversion | $ 14,005 | $ 5,500 | $ 10,549 | $ 5,000 | $ 3,500 | $ 4,500 | $ 2,750 | $ 19,800 | $ 10,000 | $ 27,473 | $ 29,368 | $ 67,483 | $ 67,277 | $ 66,731 | $ 66,555 | $ 60,000 | $ 55,901 | $ 54,123 | $ 65,460 | $ 635,975 |
Interest conversion | 6,792 | 265 | 13,924 | 216 | 150 | 183 | 112 | 7,262 | 7,517 | 7,723 | 8,269 | 8,445 | 9,099 | 8,377 | 9,540 | 87,873 | ||||
Total conversion | $ 20,797 | $ 5,765 | $ 24,473 | $ 5,216 | $ 3,650 | $ 4,683 | $ 2,862 | $ 19,800 | $ 10,000 | $ 27,473 | $ 36,630 | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | $ 60,000 | $ 65,000 | $ 62,500 | $ 75,000 | $ 723,848 |
Conversion price | $ .001 | $ .000638 | $ .001003 | $ .00087 | $ .000812 | $ .000638 | $ .00083 | $ .0019 | $ .003663 | $ .003663 | $ .0055 | $ .0095 | $ .0125 | $ .0125 | $ .0244 | $ 0.0244 | $ .0334 | $ 0.045 | ||
Shares Issued | 21,730,000 | 9,036,379 | 24,400,000 | 5,995,275 | 4,494,567 | 7,340,834 | 3,524,027 | 16,500,000 | 5,263,158 | 7,500,000 | 10,000,000 | 13,678,643 | 7,917,238 | 6,008,171 | 5,985,634 | 2,463,045 | 2,668,309 | 1,869,187 | 1,665,445 | 158,039,912 |
Issued to | Tonaquint | LG | Tonaquint | LH | GW | Service | LG | Vis Vires | Vis Vires | Tonaquint | Tonaquint | Tonaquint | Tonaquint | Tonaquint | Tonaquint | Tonaquint | Tonaquint | Tonaquint | Tonaquint |
Common and Preferred Stock - 20
Common and Preferred Stock - 2015 Issuances (Details Narrative) - USD ($) | Oct. 16, 2015 | Dec. 31, 2015 | Oct. 13, 2015 |
Mr. Friedman | |||
Common stock issued for services, shares | 12,500,000 | ||
Common stock issued for services, value | $ 25,000 | ||
Common stock issued for services, price per share | $ 0.002 | ||
Dr. Holt | |||
Restricted common stock issued, shares | 5,000,000 | ||
Mr. Braune | |||
Common stock issued for services, shares | 12,500,000 | ||
Common stock issued for services, value | $ 25,000 | ||
Common stock issued for services, price per share | $ 0.002 | ||
Restricted common stock issued, shares | 15,000,000 | ||
Shares cancelled | (12,500,000) | (15,000,000) |
Common and Preferred Stock - 50
Common and Preferred Stock - 2014 Issuances (Details Narrative) - USD ($) | Dec. 31, 2014 | Dec. 05, 2014 | Nov. 11, 2014 | Oct. 21, 2014 | Oct. 13, 2014 | Sep. 18, 2014 | Sep. 05, 2014 | Aug. 06, 2014 | Jul. 22, 2014 | Apr. 20, 2014 | Apr. 17, 2014 | Mar. 31, 2014 | Mar. 17, 2014 | Feb. 05, 2014 | Jan. 14, 2014 | Jan. 13, 2014 | Mar. 31, 2016 | Jan. 31, 2014 | Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2015 |
Typenex | |||||||||||||||||||||
Stock issued upon conversion of notes, shares issued | 843,654 | 8,467,388 | |||||||||||||||||||
Stock issued upon conversion of notes, principal amount | $ 116,611 | $ 523,564 | |||||||||||||||||||
Stock issued upon conversion of notes, accrued and unpaid interest | $ 3,716 | ||||||||||||||||||||
Stock issued upon conversion of notes, issue price per share | $ 0.1382 | $ 0.06227 | |||||||||||||||||||
Venture Equity | |||||||||||||||||||||
Stock issued upon conversion of accrued management fees, shares issued | 444,444 | 545,454 | |||||||||||||||||||
Stock issued upon conversion of accrued management fees, principal amount | $ 40,000 | $ 60,000 | |||||||||||||||||||
Stock issued upon conversion of accrued management fees, issue price per share | $ 0.11 | ||||||||||||||||||||
Stock issued upon conversion of Class B Preferred Stock, common shares issued | 1,230,484 | ||||||||||||||||||||
Stock issued upon conversion of Class B Preferred Stock, preferred shares converted | 50,000 | ||||||||||||||||||||
2014 Issuances | |||||||||||||||||||||
Stock issued upon conversion of notes, shares issued | 1,712,241 | 1,541,163 | 2,011,142 | 562,272 | 871,460 | 625,978 | |||||||||||||||
Stock issued upon conversion of notes, principal amount | $ 90,007 | $ 76,483 | $ 89,369 | $ 38,745 | $ 88,804 | $ 19,933 | |||||||||||||||
Stock issued upon conversion of notes, accrued and unpaid interest | $ 9,993 | $ 147 | $ 10,631 | $ 11,255 | $ 11,196 | $ 80,067 | |||||||||||||||
Stock issued upon conversion of notes, issue price per share | $ 0.058 | $ 0.05 | $ 0.05 | $ 0.089 | $ 0.115 | $ 0.16 | |||||||||||||||
Stock issued upon conversion of Class B Preferred Stock, common shares issued | 4,312,420 | 2,460,968 | |||||||||||||||||||
Stock issued upon conversion of Class B Preferred Stock, preferred shares converted | 150,000 | 100,000 | |||||||||||||||||||
Asher | |||||||||||||||||||||
Stock issued upon conversion of notes, shares issued | 202,867 | 188,088 | 369,420 | ||||||||||||||||||
Stock issued upon conversion of notes, principal amount | $ 2,800 | $ 36,000 | $ 65,000 | ||||||||||||||||||
Stock issued upon conversion of notes, accrued and unpaid interest | $ 2,600 | ||||||||||||||||||||
Stock issued upon conversion of notes, issue price per share | $ 0.18 | $ 0.19 | $ 0.18299 | ||||||||||||||||||
Mr. Canton | |||||||||||||||||||||
Stock issued upon conversion of accrued stock compensation, shares issued | 277,778 | 208,333 | 56,948 | ||||||||||||||||||
Stock issued upon conversion of accrued stock compensation, amount | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||
Stock issued upon appointment | 200,000 | ||||||||||||||||||||
Warrant to purchase stock issued, shares available for purchase | 300,000 | ||||||||||||||||||||
Warrant to purchase stock issued, exercise price | $ 0.50 | ||||||||||||||||||||
Stock issued at end of each calendar quarter, value | $ 25,000 | ||||||||||||||||||||
Stock based compensation expense | $ 100,000 | ||||||||||||||||||||
Amount owed included in accounts payable and accrued expenses | $ 25,000 | ||||||||||||||||||||
Mr. Bartoletta | |||||||||||||||||||||
Stock issued for services, shares issued | 150,000 | ||||||||||||||||||||
Stock issued for services, expense recorded included in professional and consulting fees | $ 33,000 | ||||||||||||||||||||
Stock issued, market price of Company's common stock on which expense recorded is based | $ 0.22 | ||||||||||||||||||||
Mr. Johnston | |||||||||||||||||||||
Stock issued for services, shares issued | 1,300,000 | ||||||||||||||||||||
Stock issued for services, expense recorded included in professional and consulting fees | $ 156,000 | ||||||||||||||||||||
Stock issued, market price of Company's common stock on which expense recorded is based | $ 0.12 | ||||||||||||||||||||
Acquisition of Dry Vapes Holdings, Inc. | |||||||||||||||||||||
Aggregate stock issued pursuant to APA for acquisition, shares issued | 1,500,000 | ||||||||||||||||||||
Aggregate stock issued pursuant to APA for acquisition, value per share | $ 0.12 | ||||||||||||||||||||
Consultant for investor relations services | |||||||||||||||||||||
Stock issued for services, shares issued | 735,895 | ||||||||||||||||||||
Stock issued for services, expense recorded included in professional and consulting fees | $ 90,000 | ||||||||||||||||||||
Stock issued, market price of Company's common stock on which expense recorded is based | $ 0.12 | ||||||||||||||||||||
Mr. Friedman | |||||||||||||||||||||
Stock issued upon conversion of Class B Preferred Stock, common shares issued | 17,226,778 | ||||||||||||||||||||
Stock issued upon conversion of Class B Preferred Stock, preferred shares converted | 450,000 |
Common and Preferred Stock - Pr
Common and Preferred Stock - Preferred Stock (Details Narrative) - shares | Dec. 31, 2015 | Jun. 26, 2015 | Dec. 31, 2014 |
Common And Preferred Stock - Preferred Stock Details Narrative | |||
Preferred stock, shares issued to Mr. B Michael Friedman | 1,000 | ||
Preferred stock, shares outstanding | 1,000 |
Common and Preferred Stock - Wa
Common and Preferred Stock - Warrants (Details Narrative) - Fair value assumptions used in estimating fair value of embedded derivatives within warrants | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Term, minimum | 3 months 15 days |
Term, maximum | 3 years |
Computed volatility rate, minimum | 127.00% |
Computed volatility rate, maximum | 239.00% |
Discount rate, minimum | 0.24% |
Discount rate, maximum | 1.091% |
Dividends | 0.00% |
Initial value of embedded derivatives recorded as expense | $ 10,478 |
Reduction in the liability with an offsetting gain on derivative liability | $ 9,545 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current | ||
Federal | ||
State | ||
Current income tax expense | ||
Deferred | ||
Federal | $ (657,937) | $ (682,302) |
State | (70,244) | (72,846) |
Change in Valuation allowance | $ 728,181 | $ 755,148 |
Income tax expense, net |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Net operating losses | $ 1,414,628 | $ 1,005,711 |
Stock compensation | 1,643,947 | 1,491,934 |
Debt discounts and derivatives | 277,597 | 199,228 |
Other | 120,990 | 20,487 |
Net deferred tax assets | 3,446,162 | 2,717,360 |
Valuation allowance | $ (3,446,162) | $ (2,717,360) |
Deferred tax assets, net of valuation allowance |
Income Taxes - Effective income
Income Taxes - Effective income tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes - Effective Income Tax Rate Reconciliation Details | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State taxes, net of federal income tax | (3.63%) | (3.63%) |
Effect of change in valuation allowance | ||
Non-deductible expenses | 37.63% | 37.63% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Tax net operating loss carry forward | $ 3,759,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future rent payments (Details) | Dec. 31, 2015USD ($) |
Future rent payments | |
Twelve months ending December 31, 2016 | $ 152,460 |
Twelve months ending December 31, 2017 | 157,832 |
Twelve months ending December 31, 2018 | 163,544 |
Twelve months ending December 31, 2019 | 169,626 |
Twelve months ending December 31, 2020 | 176,112 |
Thereafter | 655,490 |
Total | $ 1,475,065 |
Commitments and Contingencies58
Commitments and Contingencies (Details Narrative) | 5 Months Ended | 7 Months Ended | 12 Months Ended | 18 Months Ended | 21 Months Ended | 120 Months Ended | |||||
Aug. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Jul. 10, 2024USD ($) | Apr. 28, 2024 | Apr. 10, 2015USD ($) | Jul. 11, 2014a | Apr. 28, 2014USD ($)a | |
Rent expense | $ 72,936 | $ 63,489 | |||||||||
Consulting Agreement, one-time fee | $ 9,000 | ||||||||||
Consulting Agreement, additional travel costs | $ 2,500 | ||||||||||
Consulting Agreement, post-Phase 1 monthly payment for 3 months | $ 8,000 | ||||||||||
Consulting Agreement, monthly payment for remainder term | 10,000 | ||||||||||
Services Agreement, compensation rate per hour | 40 | ||||||||||
Services Agreement, compensation maximum for website development | $ 7,000 | ||||||||||
Land leased | a | 40 | 20 | |||||||||
Prepaid lease amount | $ 24,000 | ||||||||||
Expense recorded in leased property expenses | 38,244 | 25,496 | |||||||||
Lease agreement term | 10 years | 10 years | |||||||||
Lease agreement monthly rent payments during first year | $ 10,000 | ||||||||||
Lease agreement annual increase percentage | 2.00% | ||||||||||
Tenant water rights provided by lease, acres | a | 50 | ||||||||||
Tenant water rights provided by lease, annual price | $ 50,000 | ||||||||||
Tenant water rights provided by lease, approximate annual additional cost | $ 2,400 | ||||||||||
Expenses related to the land and water rights | $ 158,485 | $ 77,667 | |||||||||
Rent sharing agreement with Company CFO | |||||||||||
Rent for office space, monthly | $ 1,350 | ||||||||||
Sublease agreement with Colorado research facility | |||||||||||
Rent for office space, monthly | $ 3,500 | ||||||||||
Office space for CEO | |||||||||||
Rent for office space, monthly | $ 1,300 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (13,446,878) | $ (11,331,050) |
Working capital deficit | $ (925,820) |
Subsequent Events - Shares issu
Subsequent Events - Shares issued upon conversions of portions of 2015 Convertible Notes (Details) - USD ($) | Mar. 17, 2016 | Mar. 08, 2016 | Mar. 07, 2016 | May. 13, 2016 |
2016 Convertible Note Conversions (1) | ||||
Principal conversion | $ 9,000 | $ 7,425 | $ 6,500 | |
Interest conversion | 696 | 928 | 489 | |
Total conversion | $ 9,696 | $ 8,353 | $ 6,989 | |
Conversion price | $ .002436 | $ .00174 | $ 0.00174 | |
Shares Issued | 3,980,431 | 4,800,354 | 4,016,471 | |
Issued to | LG | GW | LG | |
2016 Convertible Note Conversions (2) | ||||
Principal conversion | $ 3,000 | |||
Interest conversion | 138 | |||
Total conversion | $ 3,138 | |||
Conversion price | $ .000638 | |||
Shares Issued | 4,918,624 | |||
Issued to | Service | |||
2016 Convertible Note Conversions - Total | ||||
Principal conversion | $ 25,925 | |||
Interest conversion | 2,251 | |||
Total conversion | $ 28,176 | |||
Shares Issued | 17,715,880 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 15, 2016 | Mar. 28, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Jan. 19, 2016 | Jan. 06, 2016 | Mar. 23, 2016 |
DPA - LG acquisition of Vis Vires note | |||||||
2016 Debt Purchase Agreements | |||||||
Amount exchanged for note | $ 53,613 | ||||||
Note due date | Jan. 5, 2017 | ||||||
Interest rate per annum | 8.00% | ||||||
Discount to price | 42.00% | ||||||
DPA - LG acquisition of Tonaquint note | |||||||
2016 Debt Purchase Agreements | |||||||
Convertible note amount | $ 157,500 | ||||||
Amount exchanged for note | $ 75,000 | ||||||
Note due date | Jan. 19, 2017 | ||||||
Interest rate per annum | 8.00% | ||||||
Discount to price | 42.00% | ||||||
DPA - Cerebrus acquisition of Tonaquint note | |||||||
2016 Debt Purchase Agreements | |||||||
Convertible note amount | $ 156,749 | ||||||
Amount exchanged for note | $ 75,000 | ||||||
Note due date | Jan. 19, 2017 | ||||||
Interest rate per annum | 8.00% | ||||||
Discount to price | 42.00% | ||||||
LG Debenture | |||||||
2016 Convertible Notes | |||||||
Convertible debenture, aggregate principal amount | $ 65,625 | $ 76,080 | |||||
Convertible debenture, interest rate | 8.00% | 8.00% | |||||
Convertible debenture, gross proceeds received | $ 62,500 | $ 62,500 | |||||
Cerebrus Debenture | |||||||
2016 Convertible Notes | |||||||
Convertible debenture, aggregate principal amount | $ 34,775 | $ 22,000 | |||||
Convertible debenture, interest rate | 8.00% | 8.00% | |||||
Convertible debenture, gross proceeds received | $ 20,000 | $ 25,000 | |||||
Petrogress | |||||||
2016 Convertible Note Conversions | |||||||
Common stock of Petrogress, Inc. received as settlement of amounts owed, shares issued | 1,102,462 | ||||||
Common stock of Petrogress, Inc. received as settlement of amounts owed, amount | $ 282,947 |