Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | May 04, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PETRONE WORLDWIDE, INC. | |
Entity Central Index Key | 1,096,132 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 28,609,897 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 2,991 | $ 208,064 |
Accounts receivable, net | 66,940 | |
Prepaid expenses and other current assets | 35,994 | 131,046 |
Advances to supplier | 131,246 | 11,262 |
Total Current Assets | 237,171 | 350,372 |
TOTAL ASSETS | 237,171 | 350,372 |
CURRENT LIABILITIES: | ||
Convertible notes payable, net | 25,689 | 129,187 |
Loans payable | 42,293 | |
Accounts payable | 93,616 | 45,174 |
Accrued expenses | 13,572 | 405 |
Advances from customers | 79,780 | |
Due to related party | 224 | 38,434 |
Derivative liabilities | 5,070,848 | 73,236 |
Total Current Liabilities | 5,326,022 | 286,436 |
TOTAL LIABILITIES | 5,326,022 | 286,436 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
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 December 31, 2016 and 2015, respectively | 1,000 | |
Common stock: $.001 par value, 900,000,000 shares authorized; 28,609,897 and 21,483,230 issued and outstanding at December 31, 2016 and 2015, respectively | 28,610 | 21,483 |
Additional paid-in capital | 4,164,884 | 2,722,559 |
Accumulated deficit | (9,283,345) | (2,680,106) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (5,088,851) | 63,936 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 237,171 | 350,372 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
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 December 31, 2016 and 2015, respectively | 1,000 | |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | 1,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 1,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 28,609,897 | 21,483,230 |
Common stock, shares outstanding | 28,609,897 | 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 - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES: | ||
Product segment | $ 235,386 | $ 1,410,080 |
Logistic services segment | 91,505 | |
Total Revenues | 326,891 | 1,410,080 |
COST OF REVENUES: | ||
Product segment | 186,124 | 1,308,129 |
Logistic services segment | 95,364 | |
Total Cost of Revenues | 281,488 | 1,308,129 |
GROSS PROFIT | 45,403 | 101,951 |
OPERATING EXPENSES: | ||
Compensation and related benefits | 248,000 | 12,600 |
Consulting fees | 179,409 | 314,705 |
Professional fees | 184,562 | 52,943 |
Rent expense | 48,931 | 77,435 |
General and administrative expenses | 221,562 | 147,680 |
Total Operating Expenses | 882,464 | 605,363 |
LOSS FROM OPERATIONS | (837,061) | (503,412) |
OTHER EXPENSES: | ||
Interest expenses | 404,114 | 3,683 |
Debt conversion inducement expense | 890,000 | |
Loss on derivative liability | (5,362,064) | |
Total Other Expense | (5,766,178) | (893,683) |
NET LOSS | $ (6,603,239) | $ (1,397,095) |
NET LOSS PER COMMON SHARE: | ||
Basic and diluted | $ (0.29) | $ (0.09) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted | 22,691,572 | 16,101,743 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit (Member) | Total |
Balance preferred stock, shares at Dec. 31, 2014 | |||||
Balance common stock, shares at Dec. 31, 2014 | 15,274,303 | ||||
Balance, value at Dec. 31, 2014 | $ 15,274 | $ 1,401,343 | $ (1,283,011) | $ 133,606 | |
Common stock issued for services, shares | 2,158,927 | ||||
Common stock issued for services, value | $ 2,159 | 414,541 | 416,700 | ||
Common stock issued for conversion of debt/convertible debt, shares | 4,000,000 | ||||
Common stock issued for conversion of debt/convertible debt, value | $ 4,000 | 6,000 | 10,000 | ||
Common stock issued for debt/convertible debt issuance costs, shares | 50,000 | ||||
Common stock issued for debt/convertible debt issuance costs, value | $ 50 | 10,675 | 10,725 | ||
Debt conversion inducement expense | 890,000 | 890,000 | |||
Reclassification of derivative liabilities upon conversion and repayment | |||||
Net loss | (1,397,095) | $ (1,397,095) | |||
Balance preferred stock, shares at Dec. 31, 2015 | 0 | ||||
Balance common stock, shares at Dec. 31, 2015 | 21,483,230 | 21,483,230 | |||
Balance, value at Dec. 31, 2015 | $ 21,483 | 2,722,559 | (2,680,106) | $ 63,936 | |
Common stock issued for services, shares | 2,676,667 | ||||
Common stock issued for services, value | $ 2,677 | 244,323 | 247,000 | ||
Common stock issued for conversion of debt/convertible debt, shares | 1,900,000 | ||||
Common stock issued for conversion of debt/convertible debt, value | $ 1,900 | 3,800 | 5,700 | ||
Common stock issued for debt/convertible debt issuance costs, shares | 1,150,000 | ||||
Common stock issued for debt/convertible debt issuance costs, value | $ 1,150 | 271,150 | 272,300 | ||
Issuance of Series A preferred stock, shares | 1,000,000 | ||||
Issuance of Series A preferred stock, value | $ 1,000 | 1,000 | |||
Common stock issued for debt modification, shares | 200,000 | ||||
Common stock issued for debt modification, value | $ 200 | 79,800 | 80,000 | ||
Common stock issued for cash, shares | 1,200,000 | ||||
Common stock issued for cash, value | $ 1,200 | 478,800 | 480,000 | ||
Reclassification of derivative liabilities upon conversion and repayment | 364,452 | 364,452 | |||
Net loss | (6,603,239) | $ (6,603,239) | |||
Balance preferred stock, shares at Dec. 31, 2016 | 1,000,000 | 1,000,000 | |||
Balance common stock, shares at Dec. 31, 2016 | 28,609,897 | 28,609,897 | |||
Balance, value at Dec. 31, 2016 | $ 1,000 | $ 28,610 | $ 4,164,884 | $ (9,283,345) | $ (5,088,851) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (6,603,239) | $ (1,397,095) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Debt conversion inducement expense | 890,000 | |
Amortization of debt discount to interest expense | 132,202 | 3,148 |
Stock-based compensation | 352,219 | 314,705 |
Debt issuance costs | 140,300 | |
Loss on derivative liabilities | (5,362,064) | |
Stock-based interest expense for debt modification | 80,000 | |
Bad debt | 3,375 | 8,788 |
Change in operating assets and liabilities: | ||
Accounts receivable | 70,315 | 8,788 |
Prepaid expenses and other current assets | 9,167 | (8,262) |
Advances to supplier | 119,984 | (53,738) |
Accounts payable | 48,442 | 41,727 |
Accrued expenses | 13,167 | (9,631) |
Advances from customers | 79,780 | |
NET CASH USED IN OPERATING ACTIVITIES | (591,156) | (95,146) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances | 51,570 | 31,366 |
Repayment of related party advances | 89,780 | 983 |
Proceeds from convertible debt | 132,000 | 190,000 |
Repayment of convertible debt | 230,000 | |
Proceeds from loans payable | 55,000 | |
Repayment of loans payable | 12,707 | |
Proceeds from sale of common stock | 480,000 | 5,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 386,083 | 225,383 |
NET (DECREASE) INCREASE IN CASH | (205,073) | 130,237 |
CASH, beginning of year | 208,064 | 77,827 |
CASH, end of year | 2,991 | 208,064 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | 55,930 | 175 |
Cash paid for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liability to equity | 364,452 | |
Common stock issued for convertible debt | 5,700 | 10,000 |
Common stock issued for future services and reflected in prepaid expenses | 32,000 | 101,995 |
Common stock issued for debt discount | 132,000 | 10,725 |
Increase in derivative liability and debt discount | $ 73,236 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 12 Months Ended |
Dec. 31, 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. 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. Additionally, in August 2016, the Company began providing logistic services to one customer. 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. On December 1, 2016, the Company amended its Articles of Incorporation to increase its authorized shares from 110,000,000 shares to 910,000,000 shares. The capital stock of the Corporation is divided into two classes: (1) Common Stock in the amount of 900,000,000 shares, having par value of $0.001 each, and (2) Preferred Stock in the amount of 10,000,000 shares, having par value of $0.001 each. Basis of Presentation and Principles of Consolidation The Company’s 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. Going concern These 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 consolidated financial statements, the Company had a net loss of $6,603,239 and $1,397,095 for the years ended December 31, 2016 and 2015, respectively. The net cash used in operations were $591,156 and $95,146 for the years ended December 31, 2016 and 2015, respectively. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working deficit of $9,283,345, $5,088,851 and $5,088,851, respectively, at December 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. 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. During 2016, management has taken measures to reduce operating expenses. 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 | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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 FASB ASC 820 — Fair Value Measurements and Disclosures, 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 which 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 December 31, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 5,070,848 — — $ 73,236 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2014 $ — Initial valuation of derivative liability 73,236 Change in fair value included in net loss — Balance at December 31, 2015 73,236 Initial valuation of derivative liabilities 1,448,678 Reclassify derivative liabilities to paid-in capital upon conversion (364,452 ) Change in fair value included in net loss 3,913,386 Balance at December 31, 2016 $ 5,070,848 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 . At December 31, 2016 and 2015, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amounts of $3,375 and $0, respectively. 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 815-10-05-4 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. Advances from customers at December 31, 2016 and 2015 amounted to $79,780 and $0, respectively, and consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue when customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. For logistics services performed, the Company recognizes revenue upon performance and completion of services rendered. 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 years ended December 31, 2016 and 2015, shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $109,595 and $137,863, 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. For the years ended December 31, 2016 and 2015, advertising costs charged to operations were $0 and $2,153, respectively, and are included in general and administrative expenses on the accompanying consolidated statements of operations. 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 vesting period or immediately if the equity award is non-forfeitable and non-cancellable. 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 . December 31, 2016 December 31, 2015 Convertible notes 57,402,538 463,200 Recent accounting pronouncements In May 2014, the FASB issued an update ("ASU 2014-09") Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes In March 2016, the FASB issued its new stock compensation guidance in ASU No. 2016-09 (Topic 718). First, under the new guidance, companies will be required to recognize the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e., additional paid-in capital (“APIC”) or APIC pools will be eliminated). In addition, the new guidance allows a withholding amount of awarded shares with a fair value up to the amount of tax owed using the maximum, instead of the minimum, statutory tax rate without triggering liability classification for the award. Lastly, the new guidance allows companies to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The new standard is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The result of adopting this guidance is not expected to have a material impact on the Company’s consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 3 – CONVERTIBLE NOTES Firstfire Convertible Note On December 28, 2015, the Company entered into a secured convertible promissory note (the “Firstfire 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 year ended December 31, 2016, the Company repaid all of the Firstfire Convertible Note principal amount due of $230,000. In connection with the issuance of the Firstfire Convertible Note, the Company determined that the terms of the Firstfire Convertible Note included 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. During the year ended December 31, 2016, at the end of each period, the Company revalued the embedded conversion option derivative liabilities. In connection with these revaluations, the Company recorded derivative income of $57,415. Additionally, in connection with the Firstfire 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 the Company recorded a debt discount of $10,725 which is the relative fair value of such shares. Upon repayment of the debt, the Company reclassified any remaining derivative liabilities to additional paid in capital of $15,821. During the year ended December 31, 2016, the Company entered into agreements for the addendum of the Firstfire Convertible Note 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, during 2016, the Company issued an aggregate of 200,000 shares of common stock that were valued on the date of grant at $0.40 per share or $80,000 based on recent sales of the Company’s common stock and paid cash penalties of $10,000. The value of these shares and the cash penalties paid have been included in interest expense on the accompanying consolidated statement of operations. Securities Purchase Agreements and Debentures Peak securities purchase agreement and debenture On October 24, 2016 (the “Issuance Date”), the Company entered into a securities purchase agreement (the “SPA”) with Peak One Opportunity Fund, L.P., an accredited investor (“Peak”), whereby Peak agreed to invest up to $346,500 (the “Purchase Price”) in the Company in exchange for the convertible debentures, upon the terms and subject to the conditions thereof. Pursuant to the SPA, the Company issued a convertible debenture to Peak on October 26, 2016, in the original principal amount of $85,000, which bears interest at 0% per annum (the “First Debenture”). On October 26, 2016, the Company received net cash proceeds of $70,000 under this convertible note which was net of debt issuance costs and legal fees of $15,000 which were treated as a debt discount and will be amortized into interest expense over the term of the respective note. Each convertible debenture issued pursuant to the SPA and any accrued and unpaid interest relating to each convertible debenture, is due and payable three years from the issuance date of the respective convertible debenture. Any amount of principal or interest that is due under each convertible debenture, which is not paid by the respective maturity date, will bear interest at the rate of 18% per annum until it is satisfied in full. In connection with the issuance of the SPA, the Company issued 650,000 shares of the Company’s common stock to Peak (See Note 6). Peak is entitled to, at any time or from time to time, convert each convertible debenture issued under the SPA into shares of the Company’s common stock, at a conversion price per share (the “Conversion Price”) equal to either: (i) if no event of default has occurred under the respective convertible debenture and the date of conversion is prior to the date that is one hundred eighty days after the issuance date of the respective convertible debenture, $0.25, or (ii) if an event of default has occurred under the respective convertible debenture or the date of conversion is on or after the date that is one hundred eighty days after the issuance date of the respective convertible debenture, the lesser of (a) $0.25 or (b) 65% of the lowest closing bid price of the common stock for the twenty trading days immediately preceding the date of the date of conversion (provided, further, that if either the Company is not DWAC operational at the time of conversion or the common stock is traded on the OTC Pink at the time of conversion, then 65% shall automatically adjust to 60%), subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. The Company may redeem each convertible debenture issued under the SPA, upon not more than two days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is ninety days or less from the date of issuance of the respective convertible debenture, 105% of the sum of the Principal Amount so redeemed plus accrued interest, if any; (ii) if the Redemption Date is greater than or equal to ninety one days from the date of issuance of the respective convertible debenture and less than or equal to one hundred twenty days from the date of issuance of the respective convertible debenture, 110% of the sum of the Principal Amount so redeemed plus accrued interest, if any; (iii) if the Redemption Date is greater than or equal to one hundred twenty one days from the date of issuance of the respective convertible debenture and less than or equal to one hundred fifty days from the date of issuance of the respective convertible debenture, 120% of the sum of the Principal Amount so redeemed plus accrued interest, if any; (iv) if the Redemption Date is greater than or equal to one hundred fifty one days from the date of issuance of the respective convertible debenture and less than or equal to one hundred eighty days from the date of issuance of the respective convertible debenture, 130% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (v) if either (1) the respective convertible debenture is in default but the Buyer consents to the redemption notwithstanding such default or (2) the Redemption Date is greater than or equal to one hundred eighty one days from the date of issuance of the respective convertible debenture, 140% of the sum of the Principal Amount so redeemed plus accrued interest, if any. Crown Bridge securities purchase agreement and debenture On November 18, 2016 (the “Closing Date”), the Company consummated a transaction with an accredited investor (“Crown”), whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “SPA”), Crown agreed to invest up to $340,000 (the “Purchase Price”) in our Company in exchange for a convertible promissory note in the principal amount of $400,000 (the “Crown Bridge Note”). The Crown Bridge Note carries a prorated original issue discount of $60,000 and bears interest at the rate of 6% per year. Through December 31, 2016, Crown funded the two tranches under the Crown Bridge Note in principal amounts aggregating $80,000 and the Company received net proceeds of $62,000 in cash after debt issuance costs of $18,000 which were treated as a debt discount and will be amortized into interest expense over the term of the respective note. Each tranche funded under the Crown Bridge Note (each a “Tranche”), coupled with the accrued and unpaid interest relating to that respective Tranche, is due and payable twelve months from the funding date of the respective Tranche. Any amount of principal or interest that is due under each Tranche, which is not paid by the respective maturity date, will bear interest at the rate of 22% per annum until it is satisfied in full. Crown is entitled to, at any time or from time to time, convert each Tranche under the Crown Bridge Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price of the common stock for the twenty trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Note. In connection with the issuance of the First Tranch of the Crowne Bridge Note and SPA, the Company issued 450,000 shares of the Company’s common stock to Crown and in connection with the issuance of the second Tranche of the Crowne Bridge Note, the Company issued 50,000 shares of the Company’s common stock to Crown (See Note 6). The Crown Bridge Note contains representations, warranties, events of default, beneficial ownership limitations, prepayment options, and other provisions that are customary of similar instruments. Other In 2013 and on July 1, 2014, the Company entered into two convertible promissory two 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 (see Note 6). Additionally, on December 2, 2016, 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 $20,000 was assigned to a third party and the Company entered into a new convertible note agreement (the “Rosen Note”) for $20,000 which became immediately convertible at $.003 per common share. On December 2, 2016, $5,700 of the principal amount was converted into 1,900,000 shares of the Company’s common stock (see Note 6). At December 31, 2016 and 2015, one note remained due in the principal amount of $14,300 and $20,000, respectively. In connection with the issuance of the and Peak and Crown Bridge debentures, the Company determined that the terms of these debentures contain terms that included 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 options contained in the convertible instruments are accounted for as derivative liabilities at the date of issuance and are adjusted to fair value through earnings at each reporting date. Additionally, since there is an undeterminable amount of shares issuable under the Peak Note, the Company accounted for the Rosen Note under the provisions of FASB ASC Topic No. 815-40. The fair value of the embedded conversion option derivatives were determined using the Binomial valuation model. During 2016, on the initial measurement dates, the fair values of the embedded conversion option derivatives of $1,448,678 was recorded as derivative liabilities and $1,448,678 was charged to current period operations as initial derivative expense. At the end of each period, the Company revalued the embedded conversion option derivative liabilities. In connection with these revaluations, the Company recorded derivative expense of $3,970,801 for the year ended December 31, 2016. Aggregate derivative expense from changes in fair value of derivative liabilities and the initial derivative expense on the Peak, Crown and Rosen debentures amounted to $5,419,479, which is recorded as a component of other income/(expense) on the accompanying consolidated statements of operations. During the years ended December 31, 2016 and 2015, the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Year ended December 31, 2016 Year ended December 31, 2015 Conversion price per share $0.0017 to $0.028 $ 0.50 Dividend rate 0 0 Term (in years) 0.92 to 3 years 0.67 years Volatility 200.0 % 100.0 % Risk-free interest rate 0.85% to 1.47% 0.66 % For the years ended December 31, 2016 and 2015, amortization of debt discounts related to these convertible notes amounted to $132,202 and $3,148, respectively, which has been included in interest expenses on the accompanying consolidated statements of operations. At December 31, 2016 and 2015, convertible promissory notes consisted of the following: December 31, 2016 December 31, 2015 Principal amount $ 179,300 $ 250,000 Less: unamortized debt discount (153,611 ) (120,813 ) Convertible note payable, net $ 25,689 $ 129,187 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2016 | |
Loans Payable | |
Loans Payable | NOTE 4 – LOANS PAYABLE On September 23, 2016, the Company entered into a business loan and security agreement with EBF Partners, LLC (the “EBF Loan”). Pursuant to the EBF Loan, the Company borrowed $20,000. The Company is required to repay the EBF Loan by making daily payments of $204 on each business day until the purchased amount of $28,200 is paid in full. Each payment is deducted directly from the Company’s bank accounts. The EBF Loan has an effective interest rate of approximately 116%, is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. During 2016, the Company repaid principal amounts of $5,471 and at December 31, 2016, amounts due under the EBF Loan amounted to $14,529. On January 25, 2017, the Company refinanced this loan (See Note 10). On September 26, 2016, the Company entered into a business loan and security agreement with On Deck Capital, Inc. (the “On Deck Loan”). Pursuant to the On Deck Loan, the Company borrowed $35,000 and received net proceeds of $34,125 after paying a loan origination fee of $875. The Company is required to repay the On Deck Loan by making 252 daily payments of $190 on each business day until the purchased amount of $47,951 is paid in full. Each payment is deducted directly from the Company’s bank accounts. The On Deck Loan has an effective interest rate of approximately 66%, is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. During 2016, the Company repaid principal amounts of $7,236 and at December 31, 2016, amounts due under the On Deck Loan amounted to $27,764. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | NOTE 5 – 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 year ended December 31, 2016 and 2015, due to related party activity consisted of the following: For the Year ended December 31, 2016 For the Year ended December 31, 2015 Balance due to related party at beginning of year $ 38,434 $ 8,051 Working capital advances received 51,570 31,366 Repayments made and conversions (89,780 ) (983 ) Balance due to related party at end of year $ 224 $ 38,434 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY Preferred stock The Company’s board of directors authorized the issuance of 10,000,000 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) fifty. 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 During the year ended December 31, 2015, pursuant to consulting agreements, the Company issued 2,158,927 shares of common stock to consultants for business development and other services rendered and to be rendered. These shares were valued on the date of grant at per share prices ranging from $0.13 to $0.225 based on recent sales of the Company’s common stock or based on the fair value of services rendered for an aggregate value of $416,700. For the year ended December 31, 2015, in connection with the issuance of these shares, the Company recorded stock-based consulting expense of $288,192 and a prepaid expense of $128,508 which was amortized into consulting expense during the year ended December 31, 2016. 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. On September 13, 2016, pursuant to a one-year consulting agreement, the Company issued 60,000 shares of common stock to a consultant for business development services rendered and to be rendered. These shares were valued on the date of grant at $0.40 per share or $24,000 based on recent sales of the Company’s common stock. In connection with this agreement, the Company recorded stock-based consulting fees, of $7,043 and a prepaid expense of $16,957 that will be amortized over the remaining one-year service period., On December 16, 2016, pursuant to a consulting agreement, the Company issued 100,000 shares of common stock to a consultant for investor relations services rendered. These shares were valued on the date of grant at $0.08 per share or $8,000 based on the quoted trading price on date of grant. In connection with this agreement, the Company recorded stock-based consulting fees, of $668 and a prepaid expense of $7,332 that will be amortized over the remaining six month service period. On December 16, 2016, the Company issued 2,500,000 shares of common stock to the Company’s chief executive officer for services rendered. These shares were valued on the date of grant at $0.08 per share or $200,000 based on the quoted trading price of the Company’s common stock on the date of grant. In December 2016, in connection with the issuance of these shares, the Company recorded stock-based compensation expense of $200,000. Additionally, for the year ended December 31, 2015, amortization of other prepaid stock-based consulting fees amounted to $26,513. Common stock issued for cash During 2014, the Company issued 262,218 shares of common stock for cash of $105,000 and a subscription receivable of $5,000 at per share prices ranging from $0.4545 per share to $0.225 per share. In January 2015, the subscription receivable amount due of $5,000 was received. 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. Common shares issued in connection with debt addendum On April 20, 2016, June 6, 2016 and August 26, 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 of 30,000, 40,000 and 130,000 shares of common stock, respectively, for an aggregate of 200,000 shares of common stock. These shares were valued on the date of grant at $0.40 per share or $80,000 based on recent sales of the Company’s common stock. Common stock issued in connections with convertible debts On December 22, 2015, the Company entered into a debt purchase and assignment agreement with one of its 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. Pursuant to ASC 470-20-40, since the convertible note was immediately converted into common shares of the Company pursuant to the debt purchase and assignment agreements, the Company recognized a debt conversion inducement expense of $890,000 equal to the fair value of the common stock transferred in the transaction in excess of the fair value of securities issuable pursuant to the original conversion terms (see Note 3). On December 28, 2015, in connection with a Convertible Note, the Company 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 the Company recorded a debt discount of $10,725 which is the relative fair value of such shares (see Note 3). On October 26, 2016, in connection with a Convertible Note, the Company issued 650,000 shares of its common stock as a debt issuance cost. These common shares were valued at $0.26 per share based on the quoted trading price of the Company’s common stock on the note date, In connection with the issuance of these shares, the Company recorded debt issuance costs of $99,000, which is included in interest expense, and a debt discount of $70,000 which will be amortized into interest expense over the term on the note (see Note 3). On November 7, 2016, In connection with the issuance of the First Tranch of the Crowne Bridge Note and SPA (see Note 3), the Company issued 450,000 shares of its common stock as a debt issuance cost. These common shares were valued at $0.22 per share based on the quoted trading price of the Company’s common stock on the note date, In connection with the issuance of these shares, the Company recorded debt issuance costs of $37,000, which is included in interest expense, and a debt discount of $62,000 which will be amortized into interest expense over the term on the note (see Note 3). On December 2, 2016, the Company entered into a debt purchase and assignment agreement with one of its debt holders whereby a convertible note in the principal amount of $20,000 became convertible at $.003 per common share and $5,700 in principal balance was converted into 1,900,000 shares of the Company’s common stock (see Note 3). On December 20, 2016, in connection with the issuance of the second Tranche of the Crowne Bridge Note (see Note 3), the Company issued 50,000 shares of the Company’s common stock to Crown. These shares were valued on the date of grant at $0.086 per share or $4,300 based on the quoted trading price of the Company’s common stock on the second Tranche of the Crown Bridge Note. In March 2016, in connection with the issuance of these shares, the Company recorded debt issuance costs of $4,300. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2016 and 2015 were as follows: Years Ended December 31, 2016 2015 Income tax benefit at U.S. statutory rate of 34% $ (2,245,101 ) $ (475,012 ) State income taxes (330,162 ) (69,854 ) Non-deductible expenses 2,366,046 469,834 Change in valuation allowance 209,217 75,032 Total provision for income tax $ — $ — The Company’s approximate net deferred tax assets as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Deferred Tax Assets: Net operating loss carryforward $ 382,922 $ 173,705 Total deferred tax assets before valuation allowance 382,922 173,705 Valuation allowance (382,922 (173,705 ) Net deferred tax assets $ — $ — The estimated net operating loss carryforward was approximately $982,000 at December 31, 2016 which may be limited on the usage of such net operating loss carryforwards due to a change in ownership in accordance with Section 382 of the Internal Revenue Code. The Company provided a valuation allowance equal to the net deferred income tax asset for the years ended December 31, 2016 and 2015 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance was $209,217 from the year ended December 31, 2014. The potential tax benefit arising from tax loss carryforwards will expire in 2036. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2013, 2014, 2015 and 2016 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments | |
Commitments | NOTE 8 – COMMITMENTS International distribution agreement On February 28, 2014, the Company entered into an International Distribution Agreement (the “International Distribution Agreement”) with its major supplier. The Company did not meet its 2016 minimum purchase amount of $1,000,000. Future minimum purchase amounts under the International Distribution Agreement at December 31, 2016 are as follows: Years ending December 31, Amount 2017 $ 1,500,000 2018 2,500,000 Total minimum purchase amounts $ 4,000,000 Leases The Company leases its facilities under non-cancelable operating leases. Rent expense for operating leases was $48,931 and $77,435 for the years ended December 31, 2016 and 2015, respectively. Future minimum lease payments under non-cancelable operating lease at December 31, 2016 are as follows: Years ending December 31, Amount 2017 $ 1,150 Total minimum non-cancelable operating lease payments $ 1,150 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Concentrations | |
Concentrations | NOTE 9 – 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 December 31, 2016 and 2015. The Company has not experienced any losses in such accounts through December 31, 2016. Geographic concentrations of sales For the year ended December 31, 2016 total sales to customer located in Europe and the United States represent approximately 63% and 28% of total consolidated revenues, respectively. No other geographical area accounted for more than 10% of total sales during the years ended December 31, 2016. For the year ended December 31, 2015, total sales in Europe, the Middle East, Latin American and the United States represent approximately 27%, 29%, 22% and 22% of total consolidated revenues, respectively. Customer concentrations For the year ended December 31, 2016, two customers accounted for approximately 43.0% of total sales (28.0% and 15.0%, respectively). For the year ended December 31, 2015, five customers accounted for approximately 85.3% of total sales (21.9%, 13.7%, 22.1%, 13.3% and 14.3%, 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 years ended December 31, 2016 and 2015, the Company purchased all of its product 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. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting | |
Segment Reporting | NOTE 10 – SEGMENT REPORTING The Company’s principal operating segments coincide with the types of products or services to be sold. The Company’s two reportable segments for the year ended December 31, 2016 were (i) the Product Segment and (ii) the Logistics Services Segment. For the year ended December 31, 2016, the Company only operated in the Product Segment. The Company’s chief operating decision-maker has been identified as the Chairman and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon the Company’s management organization structure as of December 31, 2016 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers. Segment operating profits or loss is determined based upon internal performance measures used by the chief operating decision-maker. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating income (loss). Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income (loss) from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments. Segment information available with respect to these reportable business segments for the years ended December 31, 2016 and 2015 was as follows: Years Ended December 31, 2016 2015 Revenues: Product segment $ 235,386 $ 1,410,080 Logistics services segment 91,505 — Total segment and consolidated revenues 326,891 1,410,080 Gross profit (loss): Product segment 49,262 101,951 Logistics services segment (3,859 ) — Total segment and consolidated gross profit 45,403 101,951 Loss from operations Product segment $ (648,640 ) $ (450,469 ) Logistics services segment (3,859 ) — Total segment income (loss) (652,499 ) (450,469 ) Unallocated costs (184,562 ) (52,943 ) Total consolidated loss from operations $ (837,061 ) $ (503,412 ) December 31, 2016 December 31, 2015 Total assets: Product segment $ 183,861 $ 350,372 Logistics services segment 53,310 — Total segment and consolidated assets $ 237,171 $ 350,372 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 - SUBSEQUENT EVENTS Loan payable On January 25, 2017, the Company entered into a business loan and security agreement with EBF Partners, LLC (the “Second EBF Loan”). Pursuant to the Second EBF Loan, the Company borrowed $25,000. The Company is required to repay the EBF Loan by making daily payments of $235 on each business day until the purchased amount of $35,250 is paid in full. Each payment is deducted directly from the Company’s bank accounts. The Second EBF Loan has an effective interest rate of approximately 116%, is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. In connection with the Second EBF Loan, the Company repaid its first EBF loan. Convertible debt On February 13, 2017, the Company consummated a transaction with Labrys Fund, L.P. (“Buyer”), whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “First SPA”), the Company issued a convertible promissory note in the principal amount of $110,000 (the “First Note”) to Buyer. The Company received proceeds of $100,000 in cash from the Buyer. The First Note bears interest at the rate of 12% per year. The First Note is due and payable six months from the issue date of the First Note. The Company may prepay the First Note at any time during the initial 180 days after the issue date of the First Note, without any prepayment penalty, by paying the face amount of the First Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the First Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the First Note is satisfied in full. The Buyer is entitled to, at any time or from time to time, convert the First Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the First Note. In connection with the issuance of the First Note, the Company agreed to issue 1,341,463 shares of its common stock (the “First Shares”) to Buyer, provided, however, that the First Shares must be returned to the Company’s treasury if the Company prepay the First Note as provided above. On February 20, 2017, the Company entered into an amendment to the First Note, whereby the Holder agreed to return the First Shares to treasury. On February 21, 2017, the Company consummated a transaction with Buyer, whereby, upon the terms and subject to the conditions of that certain securities purchase agreement (the “Second SPA”), the Company issued a convertible promissory note in the principal amount of $65,000 (the “Second Note”) to Buyer. The Company received proceeds of $58,000 in cash from the Buyer. The Second Note bears interest at the rate of 12% per year. The Second Note is due and payable six months from the issue date of the Second Note. The Company may prepay the Second Note at any time during the initial 180 days after the issue date of the Second Note, without any prepayment penalty, by paying the face amount of the Second Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the Second Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Second Note is satisfied in full. The Buyer is entitled to, at any time or from time to time, convert the Second Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Second Note. In connection with the issuance of the Second Note, the Company issued 1,497,000 shares of its common stock (the “Second Shares”) to Buyer. The Second Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. These note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. The Company determined that the terms of these debentures contain terms that included 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 options contained in the convertible instruments are accounted for as derivative liabilities at the date of issuance and are adjusted to fair value through earnings at each reporting date. Forbearance agreement On April 12, 2017, in connection with certain with the Crown Bridge Notes (See Note 3), the Company entered into a forbearance agreement (the “Forbearance Agreement”) with Crown whereby Crown waived any event of default, as defined in the Crown Bridge Notes, that were triggered by the Company’s execution of the December 2, 2016 debt purchase and assignment agreement (See Note 3) as well as any rights provided in the Crown Bridge Notes that would permit Crown to incorporate and terms of the Rosen Note (including but not limited to the use of $0.003 as a conversion price per share). In connection with this Forbearance Agreement, the Company increased the principal amounts due under the Crown Bridge Notes by $20,000. Other In January 2017, in connection with the Crowne Bridge Note (see Note 3), the Company issued 50,000 shares of the Company’s common stock to Crown. These shares were valued on the date of grant at $0.0685 per share or $3,425 based on the quoted trading price of the Company’s common stock on date of grant. In January 2017, in connection with the issuance of these shares, the Company recorded debt issuance costs of $3,425. |
Summary Of Significant Accoun18
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 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 FASB ASC 820 — Fair Value Measurements and Disclosures, 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 which 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 December 31, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 5,070,848 — — $ 73,236 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2014 $ — Initial valuation of derivative liability 73,236 Change in fair value included in net loss — Balance at December 31, 2015 73,236 Initial valuation of derivative liabilities 1,448,678 Reclassify derivative liabilities to paid-in capital upon conversion (364,452 ) Change in fair value included in net loss 3,913,386 Balance at December 31, 2016 $ 5,070,848 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 . At December 31, 2016 and 2015, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amounts of $3,375 and $0, respectively. |
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 815-10-05-4 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. Advances from customers at December 31, 2016 and 2015 amounted to $79,780 and $0, respectively, and consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue when customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy. For logistics services performed, the Company recognizes revenue upon performance and completion of services rendered. |
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 years ended December 31, 2016 and 2015, shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $109,595 and $137,863, 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. For the years ended December 31, 2016 and 2015, advertising costs charged to operations were $0 and $2,153, respectively, and are included in general and administrative expenses on the accompanying consolidated statements of operations. |
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 vesting period or immediately if the equity award is non-forfeitable and non-cancellable. 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 . December 31, 2016 December 31, 2015 Convertible notes 57,402,538 463,200 |
Recent Accounting Pronouncements | Recent accounting pronouncements In May 2014, the FASB issued an update ("ASU 2014-09") Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes In March 2016, the FASB issued its new stock compensation guidance in ASU No. 2016-09 (Topic 718). First, under the new guidance, companies will be required to recognize the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e., additional paid-in capital (“APIC”) or APIC pools will be eliminated). In addition, the new guidance allows a withholding amount of awarded shares with a fair value up to the amount of tax owed using the maximum, instead of the minimum, statutory tax rate without triggering liability classification for the award. Lastly, the new guidance allows companies to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The new standard is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The result of adopting this guidance is not expected to have a material impact on the Company’s consolidated financial statements. 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 Accoun19
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 5,070,848 — — $ 73,236 |
Schedule of Roll Forward Valuation of Derivative Liability | A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2014 $ — Initial valuation of derivative liability 73,236 Change in fair value included in net loss — Balance at December 31, 2015 73,236 Initial valuation of derivative liabilities 1,448,678 Reclassify derivative liabilities to paid-in capital upon conversion (364,452 ) Change in fair value included in net loss 3,913,386 Balance at December 31, 2016 $ 5,070,848 |
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: December 31, 2016 December 31, 2015 Convertible notes 57,402,538 463,200 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Tables | |
Schedule of Assumptions Used in Valuation of Derivatives | During the years ended December 31, 2016 and 2015, the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Year ended December 31, 2016 Year ended December 31, 2015 Conversion price per share $0.0017 to $0.028 $ 0.50 Dividend rate 0 0 Term (in years) 0.92 to 3 years 0.67 years Volatility 200.0 % 100.0 % Risk-free interest rate 0.85% to 1.47% 0.66 % |
Schedule of Convertible Promissory Notes | At December 31, 2016 and 2015, convertible promissory notes consisted of the following: December 31, 2016 December 31, 2015 Principal amount $ 179,300 $ 250,000 Less: unamortized debt discount (153,611 ) (120,813 ) Convertible note payable, net $ 25,689 $ 129,187 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions Tables | |
Schedule of Due to Related Party Activity | For the year ended December 31, 2016 and 2015, due to related party activity consisted of the following: For the Year ended December 31, 2016 For the Year ended December 31, 2015 Balance due to related party at beginning of year $ 38,434 $ 8,051 Working capital advances received 51,570 31,366 Repayments made and conversions (89,780 ) (983 ) Balance due to related party at end of year $ 224 $ 38,434 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Schedule of Reconciliation of Provision for Income taxes | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2016 and 2015 were as follows: Years Ended December 31, 2016 2015 Income tax benefit at U.S. statutory rate of 34% $ (2,245,101 ) $ (475,012 ) State income taxes (330,162 ) (69,854 ) Non-deductible expenses 2,366,046 469,834 Change in valuation allowance 209,217 75,032 Total provision for income tax $ — $ — |
Schedule of Net Deferred Tax Assets | The Company’s approximate net deferred tax assets as of December 31, 2016 and 2015 were as follows: December 31, 2016 December 31, 2015 Deferred Tax Assets: Net operating loss carryforward $ 382,922 $ 173,705 Total deferred tax assets before valuation allowance 382,922 173,705 Valuation allowance (382,922 (173,705 ) Net deferred tax assets $ — $ — |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments Tables | |
Schedule of Future Minimum Purchase Amounts | Future minimum purchase amounts under the International Distribution Agreement at December 31, 2016 are as follows: Years ending December 31, Amount 2017 $ 1,500,000 2018 2,500,000 Total minimum purchase amounts $ 4,000,000 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease | Future minimum lease payments under non-cancelable operating lease at December 31, 2016 are as follows: Years ending December 31, Amount 2017 $ 1,150 Total minimum non-cancelable operating lease payments $ 1,150 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Tables | |
Schedule of Reportable Business Segments | Segment information available with respect to these reportable business segments for the years ended December 31, 2016 and 2015 was as follows: Years Ended December 31, 2016 2015 Revenues: Product segment $ 235,386 $ 1,410,080 Logistics services segment 91,505 — Total segment and consolidated revenues 326,891 1,410,080 Gross profit (loss): Product segment 49,262 101,951 Logistics services segment (3,859 ) — Total segment and consolidated gross profit 45,403 101,951 Loss from operations Product segment $ (648,640 ) $ (450,469 ) Logistics services segment (3,859 ) — Total segment income (loss) (652,499 ) (450,469 ) Unallocated costs (184,562 ) (52,943 ) Total consolidated loss from operations $ (837,061 ) $ (503,412 ) December 31, 2016 December 31, 2015 Total assets: Product segment $ 183,861 $ 350,372 Logistics services segment 53,310 — Total segment and consolidated assets $ 237,171 $ 350,372 |
Summary Of Significant Accoun25
Summary Of Significant Accounting Policies (Schedule Of Fair Value Hierarchy For Financial Liabilites) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 5,070,848 | $ 73,236 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 5,070,848 | $ 73,236 |
Summary Of Significant Accoun26
Summary Of Significant Accounting Policies (Schedule Of Roll Forward Valuation Of Derivative Liability) (Details) - Derivative Liabilities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of the year | $ 73,236 | |
Initial valuation of derivative liabilities | 1,448,678 | 73,236 |
Change in fair value included in net loss | 3,913,386 | |
Reclassify derivative liabilities to paid-in capital upon conversion | (364,452) | |
Balance at end of the year | $ 5,070,848 | $ 73,236 |
Summary Of Significant Accoun27
Summary Of Significant Accounting Policies (Schedule Of Computation Of Earnings Per Share) (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 57,402,538 | 463,200 |
Convertible Notes (Schedule Of
Convertible Notes (Schedule Of Assumptions Used In Valuation Of Derivatives) (Details) - Derivative Liabilities [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | ||
Conversion price per share | $ 0.50 | |
Dividend rate | 0.00% | 0.00% |
Term (in years) | 8 months 1 day | |
Volatility | 200.00% | 100.00% |
Risk-free interest rate | 0.66% | |
Minimum [Member] | ||
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | ||
Conversion price per share | $ 0.0017 | |
Term (in years) | 11 months 1 day | |
Risk-free interest rate | 0.85% | |
Maximum [Member] | ||
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | ||
Conversion price per share | $ 0.028 | |
Term (in years) | 3 years | |
Risk-free interest rate | 1.47% |
Convertible Notes (Schedule O29
Convertible Notes (Schedule Of Convertible Promissory Notes) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Convertible notes payable, net | $ 25,689 | $ 129,187 |
Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | 179,300 | 250,000 |
Less: unamortized debt discount | 153,611 | 120,813 |
Convertible notes payable, net | $ 25,689 | $ 129,187 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Balance due to related party at beginning of year | $ 38,434 | |
Working capital advances received | 51,570 | $ 31,366 |
Repayments made and conversions | 89,780 | 983 |
Balance due to related party at end of year | 224 | 38,434 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Balance due to related party at beginning of year | 38,434 | 8,051 |
Working capital advances received | 51,570 | 31,366 |
Repayments made and conversions | 89,780 | 983 |
Balance due to related party at end of year | $ 224 | $ 38,434 |
Income Taxes (Schedule Of Recon
Income Taxes (Schedule Of Reconciliation Of Provision For Income taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Schedule Of Reconciliation Of Provision For Income Taxes Details | ||
Income tax benefit at U.S. statutory rate of 34% | $ (2,245,101) | $ (475,012) |
State income taxes | (330,162) | (69,854) |
Non-deductible expenses | 2,366,046 | 469,834 |
Change in valuation allowance | 209,217 | 75,032 |
Total provision for income tax |
Income Taxes (Schedule Of Rec32
Income Taxes (Schedule Of Reconciliation Of Provision For Income taxes) (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Schedule Of Reconciliation Of Provision For Income Taxes Details | ||
Income tax benefit at U.S. statutory rate | 34.00% | 34.00% |
Income Taxes (Schedule Of Net D
Income Taxes (Schedule Of Net Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets: | ||
Net operating loss carryforward | $ 382,922 | $ 173,705 |
Total deferred tax assets before valuation allowance | 382,922 | 173,705 |
Valuation allowance | 382,922 | 173,705 |
Net deferred tax assets |
Commitments (Schedule Of Future
Commitments (Schedule Of Future Minimum Purchase Amounts) (Details) - International Distribution Agreement With Major Supplier | Dec. 31, 2016USD ($) |
Years ending December 31, | |
2,017 | $ 1,500,000 |
2,018 | 2,500,000 |
Total minimum purchase amounts | $ 4,000,000 |
Commitments (Schedule Of Futu35
Commitments (Schedule Of Future Minimum Lease Payments Under Non-Cancelable Operating Lease) (Details) | Dec. 31, 2016USD ($) |
Years ending December 31, | |
2,017 | $ 1,150 |
Total minimum non-cancelable operating lease payments | $ 1,150 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total segment and consolidated revenues | $ 326,891 | $ 1,410,080 |
Total segment and consolidated gross profit | 45,403 | 101,951 |
Total segment income (loss) | (652,499) | (450,469) |
Unallocated costs | 184,562 | 52,943 |
Total consolidated loss from operations | (837,061) | (503,412) |
Total segment and consolidated assets | 237,171 | 350,372 |
Product Segment [Member] | ||
Total segment and consolidated revenues | 235,386 | 1,410,080 |
Total segment and consolidated gross profit | 49,262 | 101,951 |
Total segment income (loss) | (648,640) | (450,469) |
Total segment and consolidated assets | 183,861 | 350,372 |
Logistics Services Segment [Member] | ||
Total segment and consolidated revenues | 91,505 | |
Total segment and consolidated gross profit | (3,859) | |
Total segment income (loss) | (3,859) | |
Total segment and consolidated assets | $ 53,310 |
Organization And Basis Of Pre37
Organization And Basis Of Presentation (Narrative) (Details) - USD ($) | Dec. 01, 2016 | Mar. 03, 2014 | Feb. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Changes in capital structure of the company | The Company amended its Articles of Incorporation to increase its authorized shares from 110,000,000 shares to 910,000,000 shares. | ||||
Changes in common stock par value per share | $ 0.001 | $ 0.001 | |||
Changes in common stock authorized share capital | 900,000,000 | 900,000,000 | |||
Changes in preferred stock par value per share | $ 0.001 | $ 0.001 | |||
Changes in preferred stock authorized share capital | 10,000,000 | 10,000,000 | |||
Working capital deficit | $ 5,088,851 | ||||
Common Stock [Member] | |||||
Reverse stock split | 1-for-500 | ||||
Changes in common stock par value per share | $ 0.001 | ||||
Changes in common stock authorized share capital | 900,000,000 | ||||
Preferred Stock [Member] | |||||
Changes in preferred stock par value per share | $ 0.001 | ||||
Changes in preferred stock authorized share capital | 10,000,000 | ||||
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 Accoun38
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts | $ 3,375 | $ 0 |
Cost Of Sales [Member] | ||
Shipping and handling cost | 109,595 | 137,863 |
General And Administrative Expense [Member] | ||
Advertising cost | $ 0 | $ 2,153 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Details) - USD ($) | Dec. 02, 2016 | Nov. 18, 2016 | Oct. 26, 2016 | Oct. 24, 2016 | Aug. 26, 2016 | Jun. 06, 2016 | Apr. 20, 2016 | Dec. 28, 2015 | Dec. 22, 2015 | Jul. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Feb. 03, 2016 |
Short-term Debt [Line Items] | |||||||||||||||||
Net proceeds from convertible debt | $ 132,000 | $ 190,000 | |||||||||||||||
Repayment of convertible note payable | 230,000 | ||||||||||||||||
Derivative income or loss | (5,362,064) | ||||||||||||||||
Derivative liabilities reclassified to additional paid in capital | $ 5,070,848 | $ 73,236 | 5,070,848 | 73,236 | |||||||||||||
Stock issued to lender for failure to file reports with SEC, value | 1,000 | ||||||||||||||||
Convertible notes payable | $ 25,689 | $ 129,187 | 25,689 | 129,187 | |||||||||||||
Amortization of debt discount | $ 132,202 | $ 3,148 | |||||||||||||||
Securities Purchase Agreement And Debenture With Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Purchase price agreed by the buyer to invest | $ 346,500 | ||||||||||||||||
Securities Purchase Agreement And Debenture With Crown Bridge [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Original issue discount | $ 60,000 | ||||||||||||||||
Convertible debt interest percentage | 6.00% | ||||||||||||||||
Purchase price agreed by the buyer to invest | $ 340,000 | ||||||||||||||||
Buyer committed to invest in exchange for convertible promissory notes | $ 400,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Stock issued for convertible debt issuance costs, shares | 200,000 | ||||||||||||||||
Share issue price | $ 0.40 | ||||||||||||||||
Stock issued to lender for failure to file reports with SEC, value | |||||||||||||||||
Stock issued for debt conversion, shares | 1,150,000 | 50,000 | |||||||||||||||
Additional Paid In Capital [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Stock issued to lender for failure to file reports with SEC, value | |||||||||||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Convertible debt face value | $ 230,000 | ||||||||||||||||
Convertible debt purchase price | $ 200,000 | ||||||||||||||||
Percentage of original issue discount | 15.00% | ||||||||||||||||
Original issue discount | $ 30,000 | ||||||||||||||||
Debt issuance cost | 10,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 190,000 | ||||||||||||||||
Convertible notes secured terms | The unpaid principal and interest is secured by the Companys common stock. | ||||||||||||||||
Convertible debt interest percentage | 7.00% | ||||||||||||||||
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. | ||||||||||||||||
Repayment of convertible note payable | 230,000 | ||||||||||||||||
New derivative liability | $ 73,236 | ||||||||||||||||
Unamortized debt discount | $ 73,236 | ||||||||||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | Interest Expenses [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Penalities paid to lender for failure to file reports with SEC | $ 10,000 | ||||||||||||||||
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 convertible debt issuance costs, shares | 50,000 | ||||||||||||||||
Share issue price | $ 0.40 | $ 0.225 | $ 0.40 | $ 0.225 | |||||||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 10,725 | $ 10,725 | |||||||||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | Common Stock [Member] | Interest Expenses [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Stock issued to lender for failure to file reports with SEC, shares | 200,000 | ||||||||||||||||
Stock issued to lender for failure to file reports with SEC, value | $ 80,000 | ||||||||||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | Additional Paid In Capital [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Derivative liabilities reclassified to additional paid in capital | $ 15,821 | 15,821 | |||||||||||||||
Secured Convertible Promissory Note With First Fire Global Opportunities Fund LLC - December 28, 2015 [Member] | Derivative Liabilities [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Derivative income or loss | 57,415 | ||||||||||||||||
Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Securities Purchase Agreement And Debenture With Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Convertible debt face value | $ 85,000 | ||||||||||||||||
Debt issuance cost | 15,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 70,000 | ||||||||||||||||
Convertible debt interest percentage | 0.00% | ||||||||||||||||
Convertible debt description | Each convertible debenture issued pursuant to the SPA and any accrued and unpaid interest relating to each convertible debenture, is due and payable three years from the issuance date of the respective convertible debenture. Any amount of principal or interest that is due under each convertible debenture, which is not paid by the respective maturity date, will bear interest at the rate of 18% per annum until it is satisfied in full. In connection with the issuance of the SPA, the Company issued 650,000 shares of the Company’s common stock to Peak | ||||||||||||||||
Convertible debt conversion terms | Peak is entitled to, at any time or from time to time, convert each convertible debenture issued under the SPA into shares of the Company’s common stock, at a conversion price per share (the “Conversion Price”) equal to either: (i) if no event of default has occurred under the respective convertible debenture and the date of conversion is prior to the date that is one hundred eighty days after the issuance date of the respective convertible debenture, $0.25, or (ii) if an event of default has occurred under the respective convertible debenture or the date of conversion is on or after the date that is one hundred eighty days after the issuance date of the respective convertible debenture, the lesser of (a) $0.25 or (b) 65% of the lowest closing bid price of the common stock for the twenty trading days immediately preceding the date of the date of conversion (provided, further, that if either the Company is not DWAC operational at the time of conversion or the common stock is traded on the OTC Pink at the time of conversion, then 65% shall automatically adjust to 60%), subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. | ||||||||||||||||
Convertible debt redemption description | The Company may redeem each convertible debenture issued under the SPA, upon not more than two days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is ninety days or less from the date of issuance of the respective convertible debenture, 105% of the sum of the Principal Amount so redeemed plus accrued interest, if any; (ii) if the Redemption Date is greater than or equal to ninety one days from the date of issuance of the respective convertible debenture and less than or equal to one hundred twenty days from the date of issuance of the respective convertible debenture, 110% of the sum of the Principal Amount so redeemed plus accrued interest, if any; (iii) if the Redemption Date is greater than or equal to one hundred twenty one days from the date of issuance of the respective convertible debenture and less than or equal to one hundred fifty days from the date of issuance of the respective convertible debenture, 120% of the sum of the Principal Amount so redeemed plus accrued interest, if any; (iv) if the Redemption Date is greater than or equal to one hundred fifty one days from the date of issuance of the respective convertible debenture and less than or equal to one hundred eighty days from the date of issuance of the respective convertible debenture, 130% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (v) if either (1) the respective convertible debenture is in default but the Buyer consents to the redemption notwithstanding such default or (2) the Redemption Date is greater than or equal to one hundred eighty one days from the date of issuance of the respective convertible debenture, 140% of the sum of the Principal Amount so redeemed plus accrued interest, if any. | ||||||||||||||||
Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Common Stock [Member] | Securities Purchase Agreement And Debenture With Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Share issue price | $ 0.26 | ||||||||||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 70,000 | ||||||||||||||||
Stock issued for debt conversion, shares | 650,000 | ||||||||||||||||
Convertible Promissory Note With Crown Bridge - Two Tranches [Member] | Securities Purchase Agreement And Debenture With Crown Bridge [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Convertible debt face value | 80,000 | 80,000 | |||||||||||||||
Debt issuance cost | 18,000 | 18,000 | |||||||||||||||
Net proceeds from convertible debt | $ 62,000 | ||||||||||||||||
Convertible debt description | Each tranche funded under the Crown Bridge Note (each a “Tranche”), coupled with the accrued and unpaid interest relating to that respective Tranche, is due and payable twelve months from the funding date of the respective Tranche. Any amount of principal or interest that is due under each Tranche, which is not paid by the respective maturity date, will bear interest at the rate of 22% per annum until it is satisfied in full. | ||||||||||||||||
Convertible debt conversion terms | Crown is entitled to, at any time or from time to time, convert each Tranche under the Crown Bridge Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price of the common stock for the twenty trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Note. | ||||||||||||||||
Convertible Promissory Note Agreement With Individual - 2013 [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Convertible debt face value | $ (20,000) | $ 20,000 | |||||||||||||||
Convertible debt description | The notes were non-interest bearing, unsecured and were due on demand. | ||||||||||||||||
Convertible debt 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 | 20,000 | |||||||||||||||
Convertible Promissory Note Agreement With Individual - July 01, 2014 [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Convertible debt face value | $ 10,000 | ||||||||||||||||
Convertible debt description | The notes were non-interest bearing, unsecured and were due on demand. | ||||||||||||||||
Convertible debt 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] | |||||||||||||||||
Share issue price | $ 0.0025 | ||||||||||||||||
Stock issued for debt conversion, shares | 4,000,000 | ||||||||||||||||
Stock issued for debt conversion, value | $ 10,000 | ||||||||||||||||
New Convertible Note Agreement With Third Party Assigned Dated December 02, 2016 - Rosen Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Convertible promissory note assinged to a third party | $ 20,000 | ||||||||||||||||
Convertible notes payable | $ 14,300 | 14,300 | |||||||||||||||
New Convertible Note Agreement With Third Party Assigned Dated December 02, 2016 - Rosen Note [Member] | Common Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Share issue price | $ 0.03 | ||||||||||||||||
Stock issued for debt conversion, shares | 1,900,000 | ||||||||||||||||
Stock issued for debt conversion, value | $ 5,700 | ||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
New derivative liability | 1,448,678 | ||||||||||||||||
Unamortized debt discount | 153,611 | 120,813 | 153,611 | 120,813 | |||||||||||||
Convertible notes payable | $ 25,689 | $ 129,187 | 25,689 | 129,187 | |||||||||||||
Convertible Promissory Notes [Member] | Interest Expenses [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Amortization of debt discount | 132,202 | $ 3,148 | |||||||||||||||
Convertible Promissory Notes [Member] | Common Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Share issue price | $ 0.40 | $ 0.40 | |||||||||||||||
Stock issued to lender for failure to file reports with SEC, shares | 130,000 | 40,000 | 30,000 | 200,000 | |||||||||||||
Stock issued to lender for failure to file reports with SEC, value | $ 80,000 | ||||||||||||||||
Convertible Promissory Notes [Member] | Derivative Liabilities [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Derivative income or loss | (3,970,801) | ||||||||||||||||
Convertible Promissory Notes [Member] | Derivative Initial Liabilities [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Derivative income or loss | (1,448,678) | ||||||||||||||||
Convertible Promissory Notes [Member] | Derivative Aggregate Liabilities [Member] | Other Income (Expense) [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Derivative income or loss | $ (5,419,479) |
Loans Payable (Narrative) (Deta
Loans Payable (Narrative) (Details) - USD ($) | Sep. 26, 2016 | Sep. 23, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||||
Proceeds from loans | $ 55,000 | |||
Repayment of loans payable | 12,707 | |||
Loans payable | 42,293 | |||
Business Loan And Security Agreement With EBF Partners, LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from loans | $ 20,000 | |||
Daily payment towards loan repayment | $ 204 | |||
Loans repayment terms | The Company is required to repay the EBF Loan by making daily payments of $204 on each business day until the purchased amount of $28,200 is paid in full. Each payment is deducted directly from the Company’s bank accounts. | |||
Loans interest rate | 116.00% | |||
Loans collateral description | The loan is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. | |||
Repayment of loans payable | 5,471 | |||
Loans payable | 14,529 | |||
Business Loan And Security Agreement With On Deck Capital, Inc [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from loans | $ 35,000 | |||
Proceeds from loans after payment of loan origination fee | 34,125 | |||
Daily payment towards loan repayment | 190 | |||
Loan origination fee | $ 825 | |||
Loans repayment terms | The Company is required to repay the On Deck Loan by making 252 daily payments of $190 on each business day until the purchased amount of $47,951 is paid in full. Each payment is deducted directly from the Company’s bank accounts. | |||
Loans interest rate | 66.00% | |||
Loans collateral description | The loan is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. | |||
Repayment of loans payable | 7,236 | |||
Loans payable | $ 27,764 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Dec. 20, 2016 | Dec. 16, 2016 | Nov. 07, 2016 | Oct. 26, 2016 | Sep. 13, 2016 | Aug. 26, 2016 | Jun. 06, 2016 | Apr. 20, 2016 | Mar. 16, 2016 | Feb. 19, 2016 | Feb. 03, 2016 | Dec. 22, 2015 | Dec. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2015 | Aug. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
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 | $ 352,219 | $ 314,705 | ||||||||||||||||||
Stock issued for services, value | 247,000 | 416,700 | ||||||||||||||||||
Prepaid expenses amortized in future years | $ 35,994 | 35,994 | 131,046 | |||||||||||||||||
Consulting expenses | 179,409 | 314,705 | ||||||||||||||||||
Stock issued for cash, value | 480,000 | |||||||||||||||||||
Subscription receivable collected | 480,000 | 5,000 | ||||||||||||||||||
Stock issued to lender for failure to file reports with SEC, value | $ 1,000 | |||||||||||||||||||
Debt conversion inducement expense | $ 890,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stock issued to CEO, shares | 200,000 | |||||||||||||||||||
Stock issued for services, shares | 2,676,667 | 2,158,927 | ||||||||||||||||||
Stock issued for services, value | $ 2,677 | $ 2,159 | ||||||||||||||||||
Share issue price | $ 0.40 | |||||||||||||||||||
Stock issued for cash, shares | 1,200,000 | 1,200,000 | 262,218 | |||||||||||||||||
Stock issued for cash, value | $ 200,000 | $ 1,200 | $ 105,000 | |||||||||||||||||
Subscription receivable | $ 280,000 | $ 5,000 | ||||||||||||||||||
Subscription receivable collected | $ 280,000 | $ 5,000 | ||||||||||||||||||
Stock issued to lender for failure to file reports with SEC, value | ||||||||||||||||||||
Debt conversion inducement expense | ||||||||||||||||||||
Stock issued for debt conversion, shares | 1,150,000 | 50,000 | ||||||||||||||||||
Common Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||
Share issue price | $ 0.40 | $ 0.40 | ||||||||||||||||||
Stock issued to lender for failure to file reports with SEC, shares | 130,000 | 40,000 | 30,000 | 200,000 | ||||||||||||||||
Stock issued to lender for failure to file reports with SEC, value | $ 80,000 | |||||||||||||||||||
Common Stock [Member] | Convertible Promissory Note Agreement With Individual - July 01, 2014 [Member] | ||||||||||||||||||||
Share issue price | $ 0.0025 | |||||||||||||||||||
Debt conversion inducement expense | $ 890,000 | |||||||||||||||||||
Stock issued for debt conversion, shares | 4,000,000 | |||||||||||||||||||
Stock issued for debt conversion, value | $ 10,000 | |||||||||||||||||||
Common Stock [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Securities Purchase Agreement And Debenture With Peak One Opportunity Fund, L.P [Member] | ||||||||||||||||||||
Share issue price | $ 0.26 | |||||||||||||||||||
Stock issued for debt conversion, shares | 650,000 | |||||||||||||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 70,000 | |||||||||||||||||||
Common Stock [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Securities Purchase Agreement And Debenture With Peak One Opportunity Fund, L.P [Member] | Interest Expenses [Member] | ||||||||||||||||||||
Debt issuance cost in connection with shares issued | $ 99,000 | |||||||||||||||||||
Common Stock [Member] | Convertible Promissory Note With Crown Bridge - First Tranch [Member] | Securities Purchase Agreement And Debenture With Crown Bridge [Member] | ||||||||||||||||||||
Share issue price | $ 0.22 | |||||||||||||||||||
Stock issued for debt conversion, shares | 450,000 | |||||||||||||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 62,000 | |||||||||||||||||||
Common Stock [Member] | Convertible Promissory Note With Crown Bridge - First Tranch [Member] | Securities Purchase Agreement And Debenture With Crown Bridge [Member] | Interest Expenses [Member] | ||||||||||||||||||||
Debt issuance cost in connection with shares issued | $ 37,000 | |||||||||||||||||||
Common Stock [Member] | Convertible Promissory Note With Crown Bridge - Second Tranch [Member] | Securities Purchase Agreement And Debenture With Crown Bridge [Member] | ||||||||||||||||||||
Share issue price | $ 0.086 | |||||||||||||||||||
Stock issued for debt conversion, shares | 50,000 | |||||||||||||||||||
Stock issued for debt conversion, value | $ 4,300 | |||||||||||||||||||
Debt issuance cost in connection with shares issued | $ 4,300 | |||||||||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||||||||
Share issue price | $ 0.4545 | |||||||||||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||||||||
Share issue price | $ 0.225 | |||||||||||||||||||
Common Stock [Member] | Consultant Agreement - Consultant For Business Development Services [Member] | ||||||||||||||||||||
Stock issued for services, shares | 60,000 | 2,158,927 | ||||||||||||||||||
Stock issued for services, value | $ 24,000 | $ 416,700 | ||||||||||||||||||
Share issue price | $ 0.40 | |||||||||||||||||||
Prepaid expenses amortized in future years | $ 16,957 | 128,508 | ||||||||||||||||||
Consulting expenses | $ 7,043 | $ 288,192 | ||||||||||||||||||
Common Stock [Member] | Consultant Agreement - Consultant For Business Development Services [Member] | Minimum [Member] | ||||||||||||||||||||
Share issue price | $ 0.13 | |||||||||||||||||||
Common Stock [Member] | Consultant Agreement - Consultant For Business Development Services [Member] | Maximum [Member] | ||||||||||||||||||||
Share issue price | $ 0.225 | |||||||||||||||||||
Common Stock [Member] | Consulting Agreement - Consultant For Investor Relations Services [Member] | ||||||||||||||||||||
Stock issued for services, shares | 100,000 | 16,667 | ||||||||||||||||||
Stock issued for services, value | $ 8,000 | $ 15,000 | ||||||||||||||||||
Share issue price | $ 0.08 | $ 0.90 | ||||||||||||||||||
Prepaid expenses amortized in future years | $ 7,332 | |||||||||||||||||||
Consulting expenses | $ 668 | $ 15,000 | ||||||||||||||||||
Common Stock [Member] | Consultant - Prepaid Stock Based Consulting Fees [Member] | ||||||||||||||||||||
Consulting expenses | $ 26,513 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Stock based compensation | $ 200,000 | |||||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||||||
Stock issued for services, shares | 2,500,000 | |||||||||||||||||||
Stock issued for services, value | $ 200,000 | |||||||||||||||||||
Share issue price | $ 0.08 | |||||||||||||||||||
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) fifty. 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 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Taxes Narrative Details | |
Net operating loss carryforward | $ 982,000 |
Operating loss carryforward limitation on use | It will expire in 2036. |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other Commitments [Line Items] | ||
Rent expense for operating leases | $ 48,931 | $ 77,435 |
International Distribution Agreement With Major Supplier | ||
Other Commitments [Line Items] | ||
Minimum purchase amount did not incured | 1,000,000 | |
Non-Cancelable Operating Lease [Member] | ||
Other Commitments [Line Items] | ||
Rent expense for operating leases | $ 48,931 | $ 77,435 |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Total Sales [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Geographic Concentration Risk [Member] | Europe [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 63.00% | 27.00% |
Geographic Concentration Risk [Member] | United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 28.00% | 22.00% |
Geographic Concentration Risk [Member] | No Other Geographical Area [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Geographic Concentration Risk [Member] | Middle East [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29.00% | |
Geographic Concentration Risk [Member] | Latin America [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.00% | |
Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 43.00% | |
Customer Concentration Risk [Member] | Customer - One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 28.00% | 21.90% |
Customer Concentration Risk [Member] | Customer - Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.00% | 13.70% |
Customer Concentration Risk [Member] | Five Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 85.30% | |
Customer Concentration Risk [Member] | Customer - Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.10% | |
Customer Concentration Risk [Member] | Customer - Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.30% | |
Customer Concentration Risk [Member] | Customer - Five [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.30% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Apr. 12, 2017 | Feb. 21, 2017 | Feb. 13, 2017 | Jan. 25, 2017 | Sep. 23, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||
Proceeds from loans | $ 55,000 | |||||||
Net proceeds from convertible debt | $ 132,000 | $ 190,000 | ||||||
Business Loan And Security Agreement With EBF Partners, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from loans | $ 20,000 | |||||||
Daily payment towards loan repayment | $ 204 | |||||||
Debt repayment terms | The Company is required to repay the EBF Loan by making daily payments of $204 on each business day until the purchased amount of $28,200 is paid in full. Each payment is deducted directly from the Company’s bank accounts. | |||||||
Debt interest rate | 116.00% | |||||||
Loans collateral description | The loan is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. | |||||||
Subsequent Event [Member] | Business Loan And Security Agreement With EBF Partners, LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from loans | $ 25,000 | |||||||
Daily payment towards loan repayment | $ 235 | |||||||
Debt repayment terms | The Company is required to repay the EBF Loan by making daily payments of $235 on each business day until the purchased amount of $35,250 is paid in full. Each payment is deducted directly from the Company’s bank accounts. | |||||||
Debt interest rate | 116.00% | |||||||
Loans collateral description | It is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. | |||||||
Subsequent Event [Member] | Convertible Debt With Labrys Fund, L.P. Dated February 13, 2017 - First SPA [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt repayment terms | The Company may prepay the First Note at any time during the initial 180 days after the issue date of the First Note, without any prepayment penalty, by paying the face amount of the First Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the First Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the First Note is satisfied in full. | |||||||
Debt interest rate | 12.00% | |||||||
Convertible debt face value | $ 110,000 | |||||||
Net proceeds from convertible debt | $ 100,000 | |||||||
Convertible debt maturity description | The First Note is due and payable six months from the issue date of the First Note. | |||||||
Convertible debt conversion terms | The Buyer is entitled to, at any time or from time to time, convert the First Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the First Note. In connection with the issuance of the First Note, the Company agreed to issue 1,341,463 shares of its common stock (the “First Shares”) to Buyer, provided, however, that the First Shares must be returned to the Company’s treasury if the Company prepay the First Note as provided above. | |||||||
Subsequent Event [Member] | Convertible Debt With Labrys Fund, L.P. Dated February 21, 2017 - Second SPA [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt repayment terms | The Company may prepay the Second Note at any time during the initial 180 days after the issue date of the Second Note, without any prepayment penalty, by paying the face amount of the Second Note plus accrued interest through such prepayment date. Any amount of principal or interest that is due under the Second Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Second Note is satisfied in full. | |||||||
Debt interest rate | 12.00% | |||||||
Convertible debt face value | $ 65,000 | |||||||
Net proceeds from convertible debt | $ 58,000 | |||||||
Convertible debt maturity description | The Second Note is due and payable six months from the issue date of the Second Note. | |||||||
Convertible debt conversion terms | The Buyer is entitled to, at any time or from time to time, convert the Second Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty (20) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Second Note. In connection with the issuance of the Second Note, the Company issued 1,497,000 shares of its common stock (the “Second Shares”) to Buyer. | |||||||
Convertible debt description | The Second Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. | |||||||
Subsequent Event [Member] | Convertible Promissory Note With Crown Bridge [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued for debt conversion, shares | 50,000 | |||||||
Stock issued for debt conversion, value | $ 3,425 | |||||||
Debt issuance cost in connection with shares issued | $ 3,425 | |||||||
Share issue price | $ 0.0685 | |||||||
Subsequent Event [Member] | Convertible Promissory Note With Crown Bridge [Member] | Forbearance Agreement With Crown Bridge [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Forbearance agreement description | In connection with certain with the Crown Bridge Notes (See Note 3), the Company entered into a forbearance agreement (the “Forbearance Agreement”) with Crown whereby Crown waived any event of default, as defined in the Crown Bridge Notes, that were triggered by the Company’s execution of the December 2, 2016 debt purchase and assignment agreement (See Note 3) as well as any rights provided in the Crown Bridge Notes that would permit Crown to incorporate and terms of the Rosen Note (including but not limited to the use of $0.003 as a conversion price per share). | |||||||
Increased the principal amounts due to Forbearance agreement | $ 20,000 |