Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Sep. 29, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | PETRONE WORLDWIDE, INC. | |
Entity Central Index Key | 1,096,132 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,899,897 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 46,788 | $ 208,064 |
Accounts receivable | 16,977 | |
Prepaid expenses and other current assets | 29,897 | 131,046 |
Advances to supplier | 109,134 | 11,262 |
Total Current Assets | 202,796 | 350,372 |
TOTAL ASSETS | 202,796 | 350,372 |
CURRENT LIABILITIES: | ||
Convertible notes payable, net | 90,514 | 129,187 |
Accounts payable | 9,729 | 45,174 |
Accrued expenses | 2,902 | 405 |
Due to related party | 2,555 | 38,434 |
Derivative liability | 4,950 | 73,236 |
Total Current Liabilities | 110,650 | 286,436 |
Total Liabilities | 110,650 | 286,436 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized; Series A preferred stock: $.001 par value; 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 1,000 | |
Common stock: $.001 par value, 100,000,000 shares authorized; 22,769,897 and 21,483,230 issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 22,770 | 21,483 |
Additional paid-in capital | 3,257,058 | 2,722,559 |
Accumulated deficit | (3,188,682) | (2,680,106) |
Total Stockholders' Equity | 92,146 | 63,936 |
Total Liabilities and Stockholders' Equity | 202,796 | 350,372 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized; Series A preferred stock: $.001 par value; 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 1,000 | |
Total Stockholders' Equity | 1,000 | |
Total Liabilities and Stockholders' Equity | $ 1,000 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Common stock, par value per share | $ .001 | $ .001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,769,897 | 21,483,230 |
Common stock, shares outstanding | 22,769,897 | 21,483,230 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
REVENUES | $ 63,808 | $ 171,429 | ||
COST OF REVENUES | 58,626 | 133,896 | ||
GROSS PROFIT | 5,182 | 37,533 | ||
OPERATING EXPENSES: | ||||
Compensation and related benefits | 32,000 | 33,000 | ||
Consulting fees | 64,574 | 144,340 | ||
Professional fees | 33,388 | 98,804 | ||
Rent expense | 13,059 | 35,216 | ||
General and administrative expenses | 50,946 | 144,616 | ||
Total Operating Expenses | 193,967 | 455,976 | ||
LOSS FROM OPERATIONS | (188,785) | (418,443) | ||
OTHER EXPENSES: | ||||
Interest expenses | 87,525 | 145,633 | ||
Gain on derivative liability | 14,693 | 55,500 | ||
Total Other Expense | (72,832) | (90,133) | ||
NET LOSS | $ (261,617) | $ (508,576) | ||
NET LOSS PER COMMON SHARE: Basic and diluted | $ (0.01) | $ (0.02) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted | 22,733,853 | 22,485,739 | ||
As Restated [Member] | ||||
REVENUES | $ 574,596 | $ 1,349,090 | ||
COST OF REVENUES | 488,375 | 1,242,904 | ||
GROSS PROFIT | 86,221 | 106,186 | ||
OPERATING EXPENSES: | ||||
Compensation and related benefits | 2,600 | 12,600 | ||
Consulting fees | 28,526 | 36,248 | ||
Professional fees | 21,524 | 29,709 | ||
Rent expense | 13,504 | 48,623 | ||
General and administrative expenses | 29,941 | 68,184 | ||
Total Operating Expenses | 96,095 | 195,364 | ||
LOSS FROM OPERATIONS | (9,874) | (89,178) | ||
OTHER EXPENSES: | ||||
Interest expenses | 47 | 47 | ||
Gain on derivative liability | ||||
Total Other Expense | (47) | (47) | ||
NET LOSS | $ (9,921) | $ (89,225) | ||
NET LOSS PER COMMON SHARE: Basic and diluted | $ 0 | $ (0.01) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted | 15,643,535 | 15,459,938 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (508,576) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount to interest expense | 92,971 | |
Stock-based compensation | 117,149 | |
Gain on derivative liability | 55,500 | |
Stock-based interest expense for debt modification | 28,000 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 16,977 | |
Prepaid expenses and other current assets | ||
Advances to supplier | 97,872 | |
Accounts payable | (35,445) | |
Accrued expenses | 2,497 | |
Advances from customers | ||
NET CASH USED IN OPERATING ACTIVITIES | (473,753) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of related party advances | 35,879 | |
Repayment of convertible debt | 131,644 | |
Proceeds from sale of common stock | 480,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 312,477 | |
NET DECREASE IN CASH | (161,276) | |
CASH, beginning of period | 208,064 | |
CASH, end of period | 46,788 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | 50,122 | |
Cash paid for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liability to equity | 12,786 | |
Unearned common stock issued for services | ||
Exchange of related party advances for accounts payable | ||
As Restated [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (89,225) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount to interest expense | ||
Stock-based compensation | 36,248 | |
Gain on derivative liability | ||
Stock-based interest expense for debt modification | ||
Change in operating assets and liabilities: | ||
Accounts receivable | 594 | |
Prepaid expenses and other current assets | (8,262) | |
Advances to supplier | 9,764 | |
Accounts payable | (1,105) | |
Accrued expenses | (9,813) | |
Advances from customers | 6,568 | |
NET CASH USED IN OPERATING ACTIVITIES | (59,423) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of related party advances | 983 | |
Repayment of convertible debt | ||
Proceeds from sale of common stock | 5,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,017 | |
NET DECREASE IN CASH | (55,406) | |
CASH, beginning of period | 77,827 | |
CASH, end of period | 22,421 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | ||
Cash paid for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liability to equity | ||
Unearned common stock issued for services | 108,000 | |
Exchange of related party advances for accounts payable | $ 800 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Organization Petrone Worldwide, Inc. (the “Company”) was incorporated as Sheridan Industries, Inc. on December 14, 1998 in the State of Nevada. On December 31, 1998, the Company changed its name to Diabetex International Corp. and effective February 18, 2014, the Company changed its name to Petrone Worldwide, Inc. On January 29, 2014 and effective March 3, 2014, the Company entered into a purchase agreement (the “Purchase Agreement”) with Petrone Food Works, Inc. (“PFW”) and the shareholder of PFW. Pursuant to the Purchase Agreement, the Company acquired 100% of PFW’s issued and outstanding common stock from the PFW shareholder in exchange for the issuance of 11,760,542 shares of the Company’s common stock, representing 98.4% of the outstanding common stock, (the “Exchange”), after giving effect to a 1-for-500 reverse stock split (the “Reverse Stock Split”) which resulted in 195,607 common shares outstanding prior to the Exchange for liabilities of $30,000. Accordingly, the PFW shareholder became a shareholder of the Company and PFW became a subsidiary of the Company. The Exchange has been accounted for as a reverse-merger and recapitalization since the stockholder of PFW obtained voting and management control of the Company. PFW is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of PFW and was recorded at the historical cost basis of PFW, and the consolidated financial statements after completion of the Exchange included the assets and liabilities of both the Company and PFW and the Company’s consolidated operations from the closing date of the Exchange. All share and per share data in the accompanying consolidated financial statements have been retroactively restated to reflect the effect of the Reverse Stock Split and recapitalization. PFW was formed under the laws of the State of Nevada in October 2013. The Company is in the hospitality industry and is a supplier of tabletop kitchenware and hotel room products thru an exclusive licensing agreement with a leading supplier. Basis of Presentation and Principles of Consolidation The Company’s unaudited consolidated financial statements include the financial statements of its wholly-owned subsidiary, Petrone Food Works, Inc. (inactive). All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements for the three and six months ended June 30, 2016 and 2015 have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of June 30, 2016 and 2015, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been or omitted. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2016. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. Going concern These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the six months ended June 30, 2016, the Company had a net loss of $508,576 and net cash used in operations of $473,753. Additionally, the Company had an accumulated deficit, stockholders’ equity and working capital of $3,188,682, $92,146 and $92,146, respectively, at June 30, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the six months ended June 30, 2016 and 2015 include estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of derivative liabilities, and the fair value of non-cash equity transactions. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, loans, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for one instrument at fair value using level 3 valuation. At June 30, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liability — — $ 4,950 — — $ 73,236 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liability Balance at December 31, 2015 $ 73,236 Reclassification of derivative liability to equity (12,786 ) Change in fair value included in net loss (55,500 ) Balance at June 30, 2016 $ 4,950 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. Accounts receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. Advances to Supplier Advances to supplier represent the advance payments for the purchase of product from supplier. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either income or expense. Upon conversion or exercise, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s standard terms are “ex works”, with title transferring to its customer at the Company suppliers’ loading docks or upon embarkation with risk of loss being assumed by the customer at the shipping point. The Company has a small percentage of sales with other terms, and revenue is recognized in accordance with the terms of the related customer purchase order. Shipping and handling costs billed to customers are recognized in revenue. Cost of sales Cost of sales includes inventory costs, materials and supplies costs, and shipping and handling costs incurred. Shipping and handling costs For the six months ended June 30, 2016 and 2015, shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $27,750 and $126,018, respectively. Shipping and handling costs charged to customers are included in sales. Advertising costs All costs related to advertising of the Company’s products are expensed in the period incurred. Income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, “ Income Taxes The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 “Income Taxes Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Common stock awards issued to consultants represent common stock granted to non-employees in exchange for services at fair value. The measurement dates for such awards are set at the dates that the contracts are entered into as the awards are non-forfeitable and vest immediately. The measurement date fair value is then recognized over the service period as if the Company has paid cash for such service. Loss per share of common stock ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Additionally, potentially dilutive common shares consist of common stock issuable upon conversion of convertible debt. These common stock equivalents may be dilutive in the future . June 30, June 30, Convertible notes 449,523 30,612 Recent accounting pronouncements In May 2014, the FASB issued an update ("ASU 2014-09") Revenue from Contracts with Customers. In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, In February 2015, the FASB issued ASU 2015-02, Consolidation In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes There are no other recently issued accounting standards that apply to us or that are expected to have a material impact on our results of operations, financial condition, or cash flows. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 3 – CONVERTIBLE NOTES In 2013 and on July 1, 2014, the Company entered into two convertible promissory note agreements with individuals in the amount of $20,000 and $10,000, respectively. The notes were non-interest bearing, unsecured and were due on demand. The notes are convertible into shares of stock of the Company at the market price on the date of conversion. Pursuant to ASC Topic 470-20 (Debt with conversion and other options), since these convertible notes had fixed conversion price at market, the Company determined it had a fixed monetary amounts that can be settled for the debt. Accordingly, no derivative liability was calculated. On December 22, 2015, the Company entered into a debt purchase and assignment agreement with one of the debt holders whereby a convertible note in the principal amount of $10,000 became convertible at $.0025 per common share and the note was converted into 4,000,000 shares of the Company’s common stock. At June 30, 2016, one note remains due in the principal amount of $20,000. On December 28, 2015, the Company entered into a secured convertible promissory note (the “Convertible Note”) with Firstfire Global Opportunities Fund LLC (the “Lender”), with a principal amount of $230,000, which amount is the $200,000 purchase price plus a 15% original issue discount equal to $30,000. Additionally, the lender deducted legal fees of $10,000 and the Company received net proceeds of $190,000. The unpaid principal and interest is secured by the Company’s common stock, bears interest computed at a rate of interest that is equal to 7.0% per annum, and is payable in monthly installments of $50,555 commencing April 28, 2016 through August 28, 2016. Any amount of principal or interest on this Convertible Note, which is not paid by the due dates, shall bear interest at the rate of 15% per annum from the due date until paid. During the six months ended June 30, 2016, the Company repaid Convertible Note principal of $131,644. The Lender is entitled, at their option, at any time after the eighth month anniversary of this Convertible Note, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock. The conversion price shall equal $0.50 per share (the "Fixed Conversion Price") provided, however that from and after the occurrence of any event of default, as defined, the conversion price shall be the lower of: (i) the Fixed Conversion Price or (ii) 50% multiplied by the lowest sales price of the common stock in a public market during the ten consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion. In connection with the issuance of this Convertible Note, the Company determined that the terms of the Convertible Note include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives was determined using the Black- Scholes Option Pricing Model. On the initial measurement date, the fair values of the embedded conversion option derivative of $73,236 was recorded as a derivative liability and was allocated as a debt discount to the Convertible Note of $73,236. At December 28, 2015, the Company valued the embedded conversion option derivative liabilities resulting in no gain or loss from change in fair value of derivative liabilities. Additionally, in connection with this Convertible Note, in December 2015, the Company paid Lender debt issuance costs of $10,000 and issued 50,000 shares of its common stock. These common shares were valued at $0.225 per share based on recent sales of the Company’s stock and in December 2015, the Company recorded a debt discount of $10,725, which is the relative fair value of such shares. At June 30, 2016, and December 31, 2015, the fair value of the derivative liabilities was estimated using the Black-scholes option-pricing model with the following assumptions: June 30, December 31, Dividend rate 0 0 Term (in years) 0.41 to 0.125 years 0.67 years Volatility 100.0 % 100.0 % Risk-free interest rate 0.26% to 0.39% 0.66 % For the six months ended June 30, 2016 and 2015, amortization of debt discounts related to this convertible note amounted to $92,971 and $0, which has been included in interest expenses on the accompanying unaudited consolidated statements of operations, respectively. At June 30, 2016 and December 31, 2015, convertible promissory notes consisted of the following: June 30, December 31, Principal amount $ 118,356 $ 250,000 Less: unamortized debt discount (27,842 ) (120,813 ) Convertible notes payable, net $ 90,514 $ 129,187 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS From time to time, the Company receives advances from the Company’s chief executive officer for working capital purposes. The advances are non-interest bearing and are payable on demand. For the six months ended June 30, 2016 and 2015, due to related party activity consisted of the following: Six Months ended Six Months ended Balance due to related party at beginning of period $ 38,434 $ 8,051 Working capital advances received — 800 Repayments made and conversions (35,879 ) (983 ) Balance due to related party at end of period $ 2,555 $ 7,868 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 5 - STOCKHOLDERS’ EQUITY Preferred stock The preferred stock may be issued in one or more series. The Company’s board of directors are authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. On February 19, 2016, the Board of Directors of the Company authorized and approved to create a new class of voting preferred stock called “Series A Preferred Stock”, consisting of 1,000,000 shares authorized, $.001 par value. The preferred stock is not convertible into any other class or series of stock and has no liquidation preference value. The Series A Preferred Stock was issued to ensure perpetual control of at least 51% is provided to the holder of the Series A Preferred Stock. On all matters to come before the shareholders of the Company, the holders of Series A Preferred shall have that number of votes per share (rounded to the nearest whole share) equal to the product of (x) the number of shares of Series A Preferred held on the record date for the determination of the holders of the shares entitled to vote (the “Record Date”), or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (y) 50. In the event that the votes by the holders of the Series A Preferred Stock do not total at least 51% of the votes of all classes of the Company’s authorized capital stock entitled to vote, then regardless of the provisions of this paragraph, in any such case, the votes cast by a majority of the holders of the Series A Preferred Stock shall be deemed to equal 51% of all votes cast at any meeting of stockholders, or any issue put to the stockholders for voting and the Company may state that any such action approved by at least a majority of the holders of the Series A Preferred Stock was had by majority vote of the holders of all classes of the Company’s capital stock. On February 19, 2016, the Company issued 1,000,000 shares of Series A Preferred Stock to its chief executive officer. In connection with the issuance of Series A preferred shares, the Company recorded a nominal amount of stock-based compensation of $1,000 since the shares had no economic value, on the date of the issuance of such shares, the Company’s chief executive officer was the majority owner of the Company’s common shares, and the value of such voting rights were not readily and objectively measurable . Common stock issued for services On March 16, 2016, pursuant to a consulting agreement, the Company issued 16,667 shares of common stock to a consultant for investor relations services rendered. These shares were valued on the date of grant at $0.90 per share or $15,000 based on the fair value of services performed. In March 2016, in connection with the issuance of these shares, the Company recorded stock-based consulting expense of $15,000. Additionally, for the six months ended June 30, 2016 and 2015, amortization of prepaid stock-based consulting fees amounted to $117,149 and $36,248, respectively. Common shares issued in connection with debt addendum On April 20, 2016 and June 6, 2016, the Company entered into agreements for the addendum of the Convertible Note (see Note 3) which waived all rights to enforce any event of default, which may have been triggered by the Company’s failure to file it reports with the SEC. In connection with these agreements, the Company issued 30,000 and 40,000 shares of common stock, respectively, for an aggregate of 70,000 shares of common stock. These shares were valued on the date of grant at $0.40 per share or $28,000 based on recent sales of the Company’s common stock. Common stock issued for cash On February 3, 2016, the Company sold 1,200,000 shares of its common stock at $0.40 per common share for cash of $200,000 and a subscription receivable of $280,000. The subscription receivable of $280,000 was collected in April 2016. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2016 | |
Commitments | |
Commitments | NOTE 6 – COMMITMENTS International distribution agreement On February 28, 2014, the Company entered into an International Distribution Agreement (the “International Distribution Agreement”) with its major supplier. Through June 30, 2016, the Company has complied with its minimum purchase commitments. Future minimum purchase amounts under the International Distribution Agreement at December 31, 2015 are as follows: Years ending December 31, Amount 2016 $ 1,000,000 2017 1,500,000 2018 2,500,000 Total minimum purchase amounts $ 5,000,000 |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2016 | |
Concentrations | |
Concentrations | NOTE 7 – CONCENTRATIONS Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of and cash deposits. The Company places its cash in banks at levels that, at times, may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2016 and December 31, 2015. The Company has not experienced any losses in such accounts through June 30, 2016. Geographic concentrations of sales For the six months ended June 30, 2016 and 2015, substantially all of the Company’s revenues was to customers located outside the United States. No other geographical area accounted for more than 10% of total sales during the six months ended June 30, 2016 and 2015. Customer concentrations For the six months ended June 30, 2016, three customers accounted for approximately 46.2% of total sales (10.2%, 10.5% and 25.5%, respectively). For the six months ended June 30, 2015, five customers accounted for approximately 88.9% of total sales (22.9%, 14.3%, 23.0%, 13.8% and 14.9%, respectively). A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s consolidated results of operations and financial condition. Vendor concentrations For the six months ended June 30, 2016 and 2015, the Company purchased all of its products from one supplier. The loss of this supplier may have a material adverse effect on the Company’s consolidated results of operations and financial condition. |
Restatement Of 2015 Periods
Restatement Of 2015 Periods | 6 Months Ended |
Jun. 30, 2016 | |
Restatement Of 2015 Periods | |
Restatement of 2015 Periods | NOTE 8 – RESTATEMENT OF 2015 PERIODS The Company’s unaudited consolidated financial statements have been restated for the three and six months ended June 30, 2015 to properly reflect certain transactions for revenues, costs of revenues and operating expenses in the proper period. The effect of correcting these errors in the Company’s unaudited consolidated financial statements for the three and six months ended June 30, 2015 are shown in the table as follows: Consolidated Statement of operations For the Six Months Ended As previously reported Adjustments to Restate As Restated Revenues $ 1,341,890 $ 7,200 $ 1,349,090 Cost of revenues 1,185,340 57,564 1,242,904 Gross profit 156,550 (50,364 ) 106,186 Operating expenses 217,711 (22,347 ) 195,364 Loss from operations (61,161 ) (28,017 ) (89,178 ) Other expenses — (47 ) (47 ) Net loss $ (61,161 ) $ (28,064 ) $ (89,225 ) Net loss per common share $ (0.00 ) $ (0.00 ) $ (0.01 ) Consolidated Statement of operations For the Three Months Ended As previously reported Adjustments to Restate As Restated Revenues $ 557,348 $ 17,248 $ 574,596 Cost of revenues 469,489 18,886 488,375 Gross profit 87,859 (1,638 ) 86,221 Operating expenses 105,600 (9,505 ) 96,095 Loss from operations (17,741 ) 7,867 (9,874 ) Other expenses — (47 ) (47 ) Net loss $ (17,741 ) $ 7,820 $ (9,921 ) Net loss per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS On August 26, 2016, the Company entered into an agreement for the addendum of the Convertible Note (see Note 3) which waived all rights to enforce any event of default, which may have been triggered by the Company’s failure to file it reports with the SEC. In connection with this agreement, the Company issued 130,000 shares of common stock and paid a cash penalty of $5,000. These shares were valued on the date of grant at $0.40 per share or $52,000 based on recent sales of the Company’s common stock. |
Summary Of Significant Accoun15
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the six months ended June 30, 2016 and 2015 include estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of derivative liabilities, and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, loans, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for one instrument at fair value using level 3 valuation. At June 30, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liability — — $ 4,950 — — $ 73,236 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liability Balance at December 31, 2015 $ 73,236 Reclassification of derivative liability to equity (12,786 ) Change in fair value included in net loss (55,500 ) Balance at June 30, 2016 $ 4,950 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. |
Accounts Receivable | Accounts receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. |
Advances to Supplier | Advances to Supplier Advances to supplier represent the advance payments for the purchase of product from supplier. |
Impairment of Long-Lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Derivative Liabilities | Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either income or expense. Upon conversion or exercise, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. |
Revenue Recognition | Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s standard terms are “ex works”, with title transferring to its customer at the Company suppliers’ loading docks or upon embarkation with risk of loss being assumed by the customer at the shipping point. The Company has a small percentage of sales with other terms, and revenue is recognized in accordance with the terms of the related customer purchase order. Shipping and handling costs billed to customers are recognized in revenue. |
Cost of Sales | Cost of sales Cost of sales includes inventory costs, materials and supplies costs, and shipping and handling costs incurred. |
Shipping and Handling Costs | Shipping and handling costs For the six months ended June 30, 2016 and 2015, shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $27,750 and $126,018, respectively. Shipping and handling costs charged to customers are included in sales. |
Advertising Costs | Advertising costs All costs related to advertising of the Company’s products are expensed in the period incurred. |
Income Taxes | Income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, “ Income Taxes The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 “Income Taxes |
Stock-Based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Common stock awards issued to consultants represent common stock granted to non-employees in exchange for services at fair value. The measurement dates for such awards are set at the dates that the contracts are entered into as the awards are non-forfeitable and vest immediately. The measurement date fair value is then recognized over the service period as if the Company has paid cash for such service. |
Loss Per Share of Common Stock | Loss per share of common stock ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Additionally, potentially dilutive common shares consist of common stock issuable upon conversion of convertible debt. These common stock equivalents may be dilutive in the future . June 30, June 30, Convertible notes 449,523 30,612 |
Recent Accounting Pronouncements | Recent accounting pronouncements In May 2014, the FASB issued an update ("ASU 2014-09") Revenue from Contracts with Customers. In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, In February 2015, the FASB issued ASU 2015-02, Consolidation In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes There are no other recently issued accounting standards that apply to us or that are expected to have a material impact on our results of operations, financial condition, or cash flows. |
Summary Of Significant Accoun16
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Fair Value Hierarchy for Financial Liabilites | The Company accounts for one instrument at fair value using level 3 valuation. At June 30, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liability — — $ 4,950 — — $ 73,236 |
Schedule of Roll Forward Valuation of Derivative Liability | A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liability Balance at December 31, 2015 $ 73,236 Reclassification of derivative liability to equity (12,786 ) Change in fair value included in net loss (55,500 ) Balance at June 30, 2016 $ 4,950 |
Schedule of Computation of Earnings Per Share | Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: June 30, June 30, Convertible notes 449,523 30,612 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Convertible Notes Tables | |
Schedule of Assumptions Used in Valuation of Derivatives | At June 30, 2016, and December 31, 2015, the fair value of the derivative liabilities was estimated using the Black-scholes option-pricing model with the following assumptions: June 30, December 31, Dividend rate 0 0 Term (in years) 0.41 to 0.125 years 0.67 years Volatility 100.0 % 100.0 % Risk-free interest rate 0.26% to 0.39% 0.66 % |
Schedule of Convertible Promissory Notes | At June 30, 2016 and December 31, 2015, convertible promissory notes consisted of the following: June 30, December 31, Principal amount $ 118,356 $ 250,000 Less: unamortized debt discount (27,842 ) (120,813 ) Convertible notes payable, net $ 90,514 $ 129,187 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions Tables | |
Schedule of Due to Related Party Activity | For the six months ended June 30, 2016 and 2015, due to related party activity consisted of the following: Six Months ended Six Months ended Balance due to related party at beginning of period $ 38,434 $ 8,051 Working capital advances received — 800 Repayments made and conversions (35,879 ) (983 ) Balance due to related party at end of period $ 2,555 $ 7,868 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments Tables | |
Schedule of Future Minimum Purchase Amounts | Future minimum purchase amounts under the International Distribution Agreement at December 31, 2015 are as follows: Years ending December 31, Amount 2016 $ 1,000,000 2017 1,500,000 2018 2,500,000 Total minimum purchase amounts $ 5,000,000 |
Restatement Of 2015 Periods (Ta
Restatement Of 2015 Periods (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restatement Of 2015 Periods Tables | |
Schedule of Company's Consolidated Statement of Operations | The effect of correcting these errors in the Company’s unaudited consolidated financial statements for the three and six months ended June 30, 2015 are shown in the table as follows: Consolidated Statement of operations For the Six Months Ended As previously reported Adjustments to Restate As Restated Revenues $ 1,341,890 $ 7,200 $ 1,349,090 Cost of revenues 1,185,340 57,564 1,242,904 Gross profit 156,550 (50,364 ) 106,186 Operating expenses 217,711 (22,347 ) 195,364 Loss from operations (61,161 ) (28,017 ) (89,178 ) Other expenses — (47 ) (47 ) Net loss $ (61,161 ) $ (28,064 ) $ (89,225 ) Net loss per common share $ (0.00 ) $ (0.00 ) $ (0.01 ) Consolidated Statement of operations For the Three Months Ended As previously reported Adjustments to Restate As Restated Revenues $ 557,348 $ 17,248 $ 574,596 Cost of revenues 469,489 18,886 488,375 Gross profit 87,859 (1,638 ) 86,221 Operating expenses 105,600 (9,505 ) 96,095 Loss from operations (17,741 ) 7,867 (9,874 ) Other expenses — (47 ) (47 ) Net loss $ (17,741 ) $ 7,820 $ (9,921 ) Net loss per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Schedule Of Fair Value Hierarchy For Financial Liabilites) (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 4,950 | $ 73,236 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 4,950 | $ 73,236 |
Summary Of Significant Accoun22
Summary Of Significant Accounting Policies (Schedule Of Roll Forward Valuation Of Derivative Liability) (Details) - Derivative Liability [Member] | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2015 | $ 73,236 |
Reclassification of derivative liability to equity | 12,786 |
Change in fair value included in net loss | (55,500) |
Balance at June 30, 2016 | $ 4,950 |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Schedule Of Computation Of Earnings Per Share) (Details) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 449,523 | 30,612 |
Convertible Notes (Schedule Of
Convertible Notes (Schedule Of Assumptions Used In Valuation Of Derivatives) (Details) - Derivative Liability [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | ||
Dividend rate | 0.00% | 0.00% |
Term (in years) | 8 months 1 day | |
Volatility | 100.00% | 100.00% |
Risk-free interest rate | 0.66% | |
Minimum [Member] | ||
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | ||
Term (in years) | 1 month 15 days | |
Risk-free interest rate | 0.26% | |
Maximum [Member] | ||
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | ||
Term (in years) | 4 months 28 days | |
Risk-free interest rate | 0.39% |
Convertible Notes (Schedule O25
Convertible Notes (Schedule Of Convertible Promissory Notes) (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Convertible notes payable, net | $ 90,514 | $ 129,187 |
Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | 118,356 | 250,000 |
Less: unamortized debt discount | 27,842 | 120,813 |
Convertible notes payable, net | $ 90,514 | $ 129,187 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||
Balance due to related party at beginning of period | $ 38,434 | |
Balance due to related party at end of period | 2,555 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Balance due to related party at beginning of period | 38,434 | $ 8,051 |
Working capital advances received | 800 | |
Repayments made and conversions | (35,879) | (983) |
Balance due to related party at end of period | $ 2,555 | $ 7,868 |
Commitments (Details)
Commitments (Details) - International distribution agreement with major supplier | Dec. 31, 2015USD ($) |
Years ending December 31, | |
2,016 | $ 1,000,000 |
2,017 | 1,500,000 |
2,018 | 2,500,000 |
Total minimum purchase amounts | $ 5,000,000 |
Restatement Of 2015 Periods (De
Restatement Of 2015 Periods (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 63,808 | $ 171,429 | ||
Cost of revenues | 58,626 | 133,896 | ||
Gross profit | 5,182 | 37,533 | ||
Operating expenses | 193,967 | 455,976 | ||
Loss from operations | (188,785) | (418,443) | ||
Other expenses | (72,832) | (90,133) | ||
Net loss | $ (261,617) | $ (508,576) | ||
Net loss per common share | $ (0.01) | $ (0.02) | ||
As Previously Reported [Member] | ||||
Revenues | $ 557,348 | $ 1,341,890 | ||
Cost of revenues | 469,489 | 1,185,340 | ||
Gross profit | 87,859 | 156,550 | ||
Operating expenses | 105,600 | 217,711 | ||
Loss from operations | (17,741) | (61,161) | ||
Other expenses | ||||
Net loss | $ (17,741) | $ (61,161) | ||
Net loss per common share | $ 0 | $ 0 | ||
Adjustments To Restate [Member] | ||||
Revenues | $ 17,248 | $ 7,200 | ||
Cost of revenues | 18,886 | 57,564 | ||
Gross profit | (1,638) | (50,364) | ||
Operating expenses | (9,505) | (22,347) | ||
Loss from operations | 7,867 | (28,017) | ||
Other expenses | (47) | (47) | ||
Net loss | $ 7,820 | $ (28,064) | ||
Net loss per common share | $ 0 | $ 0 | ||
As Restated [Member] | ||||
Revenues | $ 574,596 | $ 1,349,090 | ||
Cost of revenues | 488,375 | 1,242,904 | ||
Gross profit | 86,221 | 106,186 | ||
Operating expenses | 96,095 | 195,364 | ||
Loss from operations | (9,874) | (89,178) | ||
Other expenses | (47) | (47) | ||
Net loss | $ (9,921) | $ (89,225) | ||
Net loss per common share | $ 0 | $ (0.01) |
Organization And Basis Of Pre29
Organization And Basis Of Presentation (Narrative) (Details) - USD ($) | 1 Months Ended | ||
Mar. 03, 2014 | Feb. 28, 2014 | Jun. 30, 2016 | |
Working capital deficit | $ 92,416 | ||
Common Stock [Member] | |||
Reverse stock split | 1-for-500 | ||
Purchase Agreement With Petrone Food Works, Inc. (PFW) And Shareholder Of PFW [Member] | |||
Acquisition percentage of PFW’s issued and outstanding common stock from the PFW shareholder | 100.00% | ||
Liabilities assumed in connection with purchase agreement | $ 30,000 | ||
Purchase Agreement With Petrone Food Works, Inc. (PFW) And Shareholder Of PFW [Member] | Common Stock [Member] | |||
Stock issued to PFW for acquisition under purchase agreement | 11,760,542 | ||
Percentage of outstanding common stock of the company | 98.40% | ||
Change in no of shares issued in connection with purchase agreement after reverse stock split | 195,607 |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cost Of Sales [Member] | ||
Shipping and handling cost | $ 27,750 | $ 126,018 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Details) - USD ($) | Dec. 28, 2015 | Dec. 22, 2015 | Jul. 01, 2014 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2013 | Jun. 06, 2016 | Feb. 03, 2016 |
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 129,187 | $ 90,514 | |||||||
Amortization of debt discount | 92,971 | ||||||||
Repayment of convertible note payable | 131,644 | ||||||||
Common Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock issued for debt conversion, per share | $ 0.40 | ||||||||
Convertible Promissory Note Agreement With Individual - 2013 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes face value | $ 20,000 | ||||||||
Convertible notes description | The notes were non-interest bearing, unsecured and were due on demand. | ||||||||
Convertible notes conversion terms | The notes are convertible into shares of stock of the Company at the market price on the date of conversion. | ||||||||
Convertible notes payable | 20,000 | ||||||||
Convertible Promissory Note Agreement With Individual - July 01, 2014 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes face value | $ 10,000 | ||||||||
Convertible notes description | The notes were non-interest bearing, unsecured and were due on demand. | ||||||||
Convertible notes conversion terms | The notes are convertible into shares of stock of the Company at the market price on the date of conversion. | ||||||||
Convertible Promissory Note Agreement With Individual - July 01, 2014 [Member] | Common Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock issued for debt conversion, shares | 10,000 | ||||||||
Stock issued for debt conversion, value | $ 4,000,000 | ||||||||
Stock issued for debt conversion, per share | $ 0.0025 | ||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes face value | $ 230,000 | ||||||||
Convertible notes conversion terms | The Lender is entitled, at their option, at any time after the eighth month anniversary of these Convertible Note, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Companys common stock. The conversion price shall equal $0.50 per share (the "Fixed Conversion Price") provided, however that from and after the occurrence of any event of default, as defined, the conversion price shall be the lower of: (i) the Fixed Conversion Price or (ii) 50% multiplied by the lowest sales price of the common stock in a public market during the ten consecutive Trading Day period immediately preceding the Trading Day that the Company receives a notice of conversion. | ||||||||
Convertible notes interest percentage | 7.00% | ||||||||
Convertible note purchase price | $ 200,000 | ||||||||
Percentage of original issue discount | 15.00% | ||||||||
Original issue discount | $ 30,000 | ||||||||
Legal fees with related to convertible notes | 10,000 | ||||||||
Net proceeds from convertible notes | $ 190,000 | ||||||||
Convertible notes secured terms | The unpaid principal and interest is secured by the Companys common stock. | ||||||||
Convertible notes monthly installments | $ 50,555 | ||||||||
Convertible notes monthly payment commencing terms | It is payable in monthly installments of $50,555 commencing April 28, 2016 through August 28, 2016. | ||||||||
Convertible notes default terms | Any amount of principal or interest on this Convertible Note, which is not paid by the due dates, shall bear interest at the rate of 15% per annum from the due date until paid. | ||||||||
New derivative liability | $ 73,236 | ||||||||
Unamortized debt discount | $ 73,236 | ||||||||
Repayment of convertible note payable | 131,644 | ||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | Common Stock [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock issued for debt conversion, per share | $ 0.225 | $ 0.40 | |||||||
Stock issued for convertible debt issuance costs, shares | 50,000 | ||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 10,725 | ||||||||
Convertible Promissory Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | 129,187 | 90,514 | |||||||
Unamortized debt discount | $ 120,813 | 27,842 | |||||||
Convertible Promissory Notes [Member] | Interest Expenses [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Amortization of debt discount | $ 92,971 | $ 0 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Jun. 06, 2016 | Apr. 20, 2016 | Mar. 16, 2016 | Feb. 19, 2016 | Feb. 03, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 06, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Stock based compensation | $ 117,149 | |||||||||||
Consulting expenses | $ 64,574 | 144,340 | ||||||||||
Subscription receivable collected | 480,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Share issue price | $ 0.40 | |||||||||||
Stock issued for cash, shares | 1,200,000 | |||||||||||
Stock issued for cash, value | $ 200,000 | |||||||||||
Subscription receivable | $ 280,000 | |||||||||||
Subscription receivable collected | $ 280,000 | |||||||||||
Common Stock [Member] | Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | ||||||||||||
Stock issued to CEO, shares | 50,000 | |||||||||||
Share issue price | $ 0.40 | $ 0.225 | $ 0.40 | |||||||||
Stock issued to lender for failure to file reports with SEC, shares | 40,000 | 30,000 | 70,000 | |||||||||
Stock issued to lender for failure to file reports with SEC, value | $ 28,000 | |||||||||||
Common Stock [Member] | Consulting Agreement - Consultant For Investor Relations Services [Member] | ||||||||||||
Stock issued for services, shares | 16,667 | |||||||||||
Stock issued for services, value | $ 15,000 | |||||||||||
Share issue price | $ 0.90 | |||||||||||
Consulting expenses | $ 15,000 | |||||||||||
Common Stock [Member] | Consultant - Prepaid Stock Based Consulting Fees [Member] | ||||||||||||
Consulting expenses | $ 117,149 | $ 36,248 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock conversion terms | The preferred stock is not convertible into any other class or series of stock. | |||||||||||
Preferred stock voting rights | On all matters to come before the shareholders of the Company, the holders of Series A Preferred shall have that number of votes per share (rounded to the nearest whole share) equal to the product of (x) the number of shares of Series A Preferred held on the record date for the determination of the holders of the shares entitled to vote (the Record Date), or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (y) 50. In the event that the votes by the holders of the Series A Preferred Stock do not total at least 51% of the votes of all classes of the Companys authorized capital stock entitled to vote, then regardless of the provisions of this paragraph, in any such case, the votes cast by a majority of the holders of the Series A Preferred Stock shall be deemed to equal 51% of all votes cast at any meeting of stockholders, or any issue put to the stockholders for voting and the Company may state that any such action approved by at least a majority of the holders of the Series A Preferred Stock was had by majority vote of the holders of all classes of the Companys capital stock. | |||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||
Stock issued to CEO, shares | 1,000,000 | |||||||||||
Stock based compensation | $ 1,000 |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Total Sales [Member] | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Geographic Concentration Risk - In The United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Customer Concentration Risk [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 46.20% | |
Customer Concentration Risk [Member] | Customer - One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.20% | 22.90% |
Customer Concentration Risk [Member] | Customer - Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.50% | 14.30% |
Customer Concentration Risk [Member] | Customer - Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 25.50% | 23.00% |
Customer Concentration Risk [Member] | Five Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 88.90% | |
Customer Concentration Risk [Member] | Customer - Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.80% | |
Customer Concentration Risk [Member] | Customer - Five [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.90% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Common Stock [Member] - USD ($) | Aug. 26, 2016 | Jun. 06, 2016 | Apr. 20, 2016 | Jun. 06, 2016 | Feb. 03, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Stock issue price | $ 0.40 | |||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued to lender for failure to file reports with SEC, shares | 40,000 | 30,000 | 70,000 | |||
Stock issued to lender for failure to file reports with SEC, value | $ 28,000 | |||||
Stock issue price | $ 0.40 | $ 0.40 | $ 0.225 | |||
Subsequent Event [Member] | Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued to lender for failure to file reports with SEC, shares | 130,000 | |||||
Stock issued to lender for failure to file reports with SEC, value | $ 52,000 | |||||
Stock issue price | $ 0.40 | |||||
Penalty paid for failure to file with SEC | $ 5,000 |