Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PETRONE WORLDWIDE, INC. | |
Entity Central Index Key | 1,096,132 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 51,961,038 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 17,898 | $ 2,991 |
Accounts receivable, net | 71,289 | 66,940 |
Inventory | 12,617 | |
Prepaid expenses and other current assets | 20,411 | 35,994 |
Advances to supplier | 140,515 | 131,246 |
Total Current Assets | 262,730 | 237,171 |
TOTAL ASSETS | 262,730 | 237,171 |
CURRENT LIABILITIES: | ||
Convertible notes payable, net | 257,381 | 25,689 |
Loans payable | 47,663 | 42,293 |
Accounts payable | 65,293 | 93,616 |
Accrued expenses | 23,053 | 13,572 |
Advances from customers | 4,334 | 79,780 |
Due to related party | 4 | 224 |
Derivative liabilities | 843,309 | 5,070,848 |
Total Current Liabilities | 1,241,037 | 5,326,022 |
TOTAL LIABILITIES | 1,241,037 | 5,326,022 |
STOCKHOLDERS' 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 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 1,000 | 1,000 |
Common stock: $.001 par value, 2,500,000,000 shares authorized; 37,147,677 and 28,609,897 issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 37,148 | 28,610 |
Additional paid-in capital | 4,563,020 | 4,164,884 |
Accumulated deficit | (5,579,475) | (9,283,345) |
TOTAL STOCKHOLDERS' DEFICIT | (978,307) | (5,088,851) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 262,730 | 237,171 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' 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 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 1,000 | 1,000 |
TOTAL STOCKHOLDERS' DEFICIT | 1,000 | 1,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,000 | $ 1,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 37,147,677 | 28,609,897 |
Common stock, shares outstanding | 37,147,677 | 28,609,897 |
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 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES: | ||||
Product segment | $ 125,101 | $ 63,808 | $ 363,067 | $ 171,429 |
Logistic services segment | 22,049 | 48,436 | ||
Total Revenues | 147,150 | 63,808 | 411,503 | 171,429 |
COST OF REVENUES: | ||||
Product segment | 100,019 | 58,626 | 292,772 | 133,896 |
Logistic services segment | 22,248 | 63,142 | ||
Total Cost of Revenues | 122,267 | 58,626 | 355,914 | 133,896 |
GROSS PROFIT | 24,883 | 5,182 | 55,589 | 37,533 |
OPERATING EXPENSES: | ||||
Compensation and related benefits | 80,000 | 32,000 | 98,500 | 33,000 |
Consulting fees | 40,058 | 64,574 | 50,058 | 144,340 |
Professional fees | 50,458 | 33,388 | 97,843 | 98,804 |
Rent expense | 760 | 13,059 | 2,128 | 35,216 |
General and administrative expenses | 21,434 | 50,946 | 52,984 | 144,616 |
Total Operating Expenses | 192,710 | 193,967 | 301,513 | 455,976 |
LOSS FROM OPERATIONS | (167,827) | (188,785) | (245,924) | (418,443) |
OTHER INCOME (EXPENSES): | ||||
Interest expenses | 191,450 | 87,525 | 365,474 | 145,633 |
Debt issuance and settlement expenses | 121,700 | 121,700 | ||
Gain on derivative liabilities | 637,127 | 14,693 | 4,436,968 | 55,500 |
Total Other Income (Expenses) | 323,977 | (72,832) | 3,949,794 | (90,133) |
NET INCOME (LOSS) | $ 156,150 | $ (261,617) | $ 3,703,870 | $ (508,576) |
NET INCOME (LOSS) PER COMMON SHARE: | ||||
Basic | $ 0 | $ (0.01) | $ 0.12 | $ (0.02) |
Diluted | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 31,962,477 | 22,733,853 | 30,627,968 | 22,485,739 |
Diluted | 210,671,481 | 22,733,853 | 209,336,972 | 22,485,739 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 3,703,870 | $ (508,576) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of debt discount to interest expense | 237,014 | 92,971 |
Stock-based compensation | 19,333 | 117,149 |
Stock-based interest expense for debt issuance costs and modification | 93,030 | 28,000 |
Debt issuance and settlement expenses | 52,501 | |
Gain on derivative liabilities | 4,436,968 | 55,500 |
Change in operating assets and liabilities: | ||
Accounts receivable | 4,349 | 16,977 |
Prepaid expenses and other current assets | 3,750 | |
Inventory | 12,617 | |
Advances to supplier | 9,269 | 97,872 |
Accounts payable | (28,323) | (35,445) |
Accrued expenses | 9,481 | 2,497 |
Advances from customers | (75,446) | |
NET CASH USED IN OPERATING ACTIVITIES | (455,493) | (473,753) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances | 49,680 | |
Repayment of related party advances | 49,900 | 35,879 |
Proceeds from convertible debt | 465,250 | |
Repayment of convertible debt | 131,644 | |
Proceeds from loans payable | 65,000 | |
Repayment of loans payable | 59,630 | |
Proceeds from sale of common stock and subscription receivable | 480,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 470,400 | 312,477 |
NET INCREASE (DECREASE) IN CASH | 14,907 | (161,276) |
CASH, beginning of period | 2,991 | 208,064 |
CASH, end of period | 17,898 | 46,788 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | 21,144 | 50,122 |
Cash paid for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liability to equity | 34,257 | 12,786 |
Debt discount for derivative liabilities | $ 243,686 | |
Common stock issued for debt conversion | 25,322 | |
Common stock issued for debt discount | $ 221,564 |
Organization And Basis Of Prese
Organization And Basis Of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
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 July 12, 2017, the board of directors of the Company and a stockholder holding a majority of the Company’s voting power took action by written consent to approve an amendment to the Company’s articles of incorporation to increase its authorized capital stock from 910,000,000 to 2,510,000,000 shares, of which 2,500,000,000 will be common stock and 10,000,000 will be preferred stock. Basis of Presentation and Principles of Consolidation The Company’s unaudited consolidated financial statements include the financial statements of its wholly-owned subsidiary, Petrone Food Works, Inc. (inactive). All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements for the three and six months ended June 30, 2017 and 2016 have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of June 30, 2017 and 2016, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been or omitted. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2016 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 4, 2017. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. Going concern These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $245,924 and $418,443 for the six months ended June 30, 2017 and 2016, respectively. The net cash used in operations were $455,493 and $473,753 for the six months ended June 30, 2017 and 2016, respectively. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working deficit of $5,579,475, $978,307 and $978,307, respectively, at June 30, 2017. 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. 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. Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the six months ended June 30, 2017 and 2016 include estimates on allowance for doubtful accounts, 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 that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, loans, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for one instrument at fair value using level 3 valuation. At June 30, 2017 At December 31, 2016 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 843,309 — — $ 5,070,848 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2016 $ 5,070,848 Initial valuation of derivative liabilities included in debt discount 243,686 Initial valuation of derivative liabilities included in gain on derivative liabilities 808,385 Reclassification of derivative liabilities to equity upon conversion (34,257 ) Change in fair value included in net income (5,245,353 ) Balance at June 30, 2017 $ 843,309 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. 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 June 30, 2017 and December 31, 2016, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amounts of $3,375. Inventory Inventory, consisting of finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. 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 June 30, 2017 and December 31, 2016 amounted to $4,334 and $79,780, 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. Income (loss) per share of common stock Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. Potentially dilutive common shares and participating securities are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The following table presents a reconciliation of basic and diluted net income per share: Three Months Ended June 30, Six Months Ended 2017 2016 2017 2016 Income (loss) per common share - basic: Net income (loss) $ 156,150 (261,617 ) $ 3,703,870 (508,576 ) Weighted average common shares outstanding - basic 31,962,477 22,733,853 30,627,968 22,485,739 Net income (loss) per common share - basic $ 0.00 (0.01 ) $ 0.12 (0.02 ) Income (loss) per common share - diluted: Net income (loss) – basic $ 156,150 (261,617 ) $ 3,703,870 (508,576 ) Add: interest of convertible debt 10,627 — 14,286 — Less: expense of debt discount upon assumed conversion (166,111 ) — (426,597 ) — Less: gain on derivative liabilities (637,127 ) — (4,436,968 ) — Numerator for income (loss) per common share - diluted $ (636,461 ) (261,617 ) $ (1,145,409 ) (508,576 ) Weighted average common shares outstanding – basic 31,962,477 22,733,853 30,627,968 22,485,739 Effect of dilutive securities: Convertible notes payable 178,709,004 — 178,709,004 — Weighted average common shares outstanding – diluted 210,671,481 22,733,853 209,336,972 22,485,739 Net income (loss) per common share - diluted $ (0.00 ) (0.01 ) $ (0.00 ) (0.02 ) For the three and six months ended June 30, 2017 and 2016, 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 loss and consisted of the following: Three Months Ended June 30, Six Months Ended 2017 2016 2017 2016 Convertible notes — 449,523 — 449,523 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 2 – CONVERTIBLE NOTES 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, in 2016, the Company issued 650,000 shares of the Company’s common stock to Peak. 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. On May 8, 2017, in connection with the Peak Debentures, the Company entered into a settlement agreement (the “Settlement Agreement”) with Peak. In connection with the Settlement Agreement, the Company paid cash of $69,700 to Peak and Peak waived all existing events of default (including deferred interest at the default rate) and agreed that if the Company elects to redeem all or any part of the then-outstanding debenture, the Redemption Price shall be the par value of the debenture so redeemed. Additionally, on May 9, 2017, the Company entered into a forbearance agreement with Peak (the “Peak Forbearance Agreement”) whereby Peak waived any event of default, as defined in the Peak debenture, that were triggered by the Company’s execution of the December 2, 2016 debt purchase and assignment agreement, as well as any rights provided in the Peak Debenture that would permit Peak 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 the Peak Forbearance Agreement, the Company issued 800,000 shares of its common stock valued at $32,000 (see Note 6). Additionally, in June 2017, the Company issued 3,380,951 shares of its common stock upon conversion of note principal of $17,600 (see Note 6). 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 Tranche of the Crowne Bridge Note and SPA, in 2016, the Company issued 450,000 shares of the Company’s common stock to Crown and in connection with the issuance of the first Tranche of the Crowne Bridge Note, in 2016, the Company issued 50,000 shares of the Company’s common stock to Crown. In January 2017, in connection with the Crowne Bridge Note, 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. The Crown Bridge Note contains representations, warranties, events of default, beneficial ownership limitations, prepayment options, and other provisions that are customary of similar instruments. On April 12, 2017, in connection with certain with the Crown Bridge Notes, 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 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. Additionally, in June 2017, the Company issued 1,300,000 shares of its common stock upon the conversion of principal note balance of $7,723 and fees of $500 (see Note 6). Labrys securities purchase agreement and debenture On February 13, 2017, the Company consummated a transaction with Labrys Fund, L.P. (“Labrys”), 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 Labrys. The Company received proceeds of $100,000 in cash from Labrys. 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. Labrys 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 prepays 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 Labrys, 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 Labrys. The Company received proceeds of $58,000 in cash from Labrys. 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. Labrys 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 (see Note 6). The Second Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. These notes contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. Auctus Fund, LLC securities purchase agreement and debenture On April 19, 2017 and amended on May 4, 2017, the Company consummated a transaction with Auctus Fund, LLC. (“Auctus”), whereby, upon the terms and subject to the conditions of a securities purchase agreement (the “Auctus Securities Purchase Agreement”), the Company issued a convertible promissory note in the principal amount of $235,000 (the “Auctus Note”) to Auctus. The Company received proceeds of $217,250 in cash from Auctus which is net of offering costs of $17,750. The Auctus Note bears interest at the rate of 10% per annum and is due on January 12, 2018. The Company may redeem they Auctus Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the Auctus Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days, The Company shall have no right of prepayment. Any amount of principal or interest that is due under the Auctus Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Auctus Note is satisfied in full. Auctus is entitled to, at any time or from time to time, convert the Auctus 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 five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Auctus Note. In connection with the issuance of the Auctus Note, the Company issued 1,509,829 shares of its common stock to Auctus as a commitment fee. These common shares were valued at $0.04 per share, or $63,564, 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 a debt discount of $63,564 which will be amortized into interest expense over the term on the note. The Auctus Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. EMA Financial, LLC securities purchase agreement and debenture On June 22, 2017, the Company consummated a transaction with EMA Financial, LLC. (“EMA”), whereby, upon the terms and subject to the conditions of a securities purchase agreement (the “EMA Securities Purchase Agreement”), the Company issued a convertible promissory note in the principal amount of $100,000 (the “EMA Note”) to EMA. The Company received proceeds of $90,000 in cash from EMA, which is net of offering costs of $10,000. The EMA Note bears interest at the rate of 10% per annum and is due on June 22, 2018. The Company may redeem the EMAs Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the EMA Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days, Any amount of principal or interest that is due under the EMA Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the EMA Note is satisfied in full. EMA is entitled to, at any time or from time to time, convert the EMA 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 five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the EMA Note. The EMA Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. Rosen convertible note In 2013, the Company entered into a convertible promissory note agreement with an individual in the amount of $20,000. The note was non-interest bearing, unsecured and was due on demand. The note was 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 2, 2016, the Company entered into a debt purchase and assignment agreement with the debt holder 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. At June 30, 2017 and December 31, 2016, one note remained due in the principal amount of $14,300. Derivative liabilities pursuant to securities purchase agreements and debentures In connection with the issuance of the Peak, Crown Bridge, Labrys, Auctus and EMA 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 debentures, 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. In connection with the issuance of debentures during the six months ended June 30, 2017, on the initial measurement date of the Labrys, Auctus and EMA debentures, the fair values of the embedded conversion option derivatives of $1,052,071 was recorded as derivative liabilities, $808,385 was charged to current period operations as initial derivative expense, and $243,686 was recorded as a debt discount and will be amortized into interest expense over the term of the respective note. At the end of the period, the Company revalued the embedded conversion option derivative liabilities. In connection with these revaluations, the Company recorded derivative income of $5,245,353 and $55,500 for the six months ended June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017 and 2016, amortization of debt discounts related to convertible debentures amounted to $237,014 and $92,971, respectively, which has been included in interest expenses on the accompanying unaudited consolidated statements of operations. During the six months ended June 30, 2017, the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Six months ended Dividend rate 0 Term (in years) 2.58 to 0.01 years Volatility 157.2 % Risk-free interest rate 0.76% to 1.55% At June 30, 2017 and December 31, 2016, convertible promissory notes consisted of the following: June 30, December 31, Principal amount $ 683,978 $ 179,300 Less: unamortized debt discount (426,597 ) (153,611 ) Convertible notes payable, net $ 257,381 $ 25,689 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2017 | |
Loans Payable | |
Loans Payable | NOTE 3 – 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. 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 and repaid the EBF Loan. 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. On June 8, 2017, the Company entered into a business loan and security agreement with EBF Partners, LLC (the “Third EBF Loan”). Pursuant to the Third EBF Loan, the Company borrowed $40,000 and repaid the Second EBF Loan. The Company is required to repay the EBF Loan by making daily payments of $376 on each business day until the purchased amount of $56,400 is paid in full. Each payment is deducted directly from the Company’s bank accounts. The Third EBF Loan has an effective interest rate of approximately 123%, is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. During the six months ended June 30, 2017, the Company borrowed $65,000 and repaid principal amounts of $42,677 and at June 30, 2017 and December 31, 2016, amounts due under the EBF Loan amounted to $36,853 and $14,529, respectively. 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 2017, the Company repaid principal amounts of $16,953 and at June 30, 2017 and December 31, 2016, amounts due under the On Deck Loan amounted to $10,810 and $27,764, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS From time to time, the Company receives advances from the Company’s chief executive officer for working capital purposes. The advances are non-interest bearing and are payable on demand. For the six months ended June 30, 2017, due to related party activity consisted of the following: Six Months ended Balance due to related party at beginning of period $ 224 Working capital advances received 49,680 Repayments made and conversions (49,900 ) Balance due to related party at end of period $ 4 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 5 - STOCKHOLDERS’ DEFICIT 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, $0.001 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 For the six months ended June 30, 2017 and 2016, amortization of other prepaid stock-based consulting fees amounted to $19,333 and $117,149, respectively. Common stock issued in connections with convertible debts In January 2017, in connection with the Crown 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. On February 21, 2017, in connection with a Convertible Note, the Company issued 1,497,000 shares of its common stock as a debt issuance cost. These common shares were valued at $0.1654 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 $89,605, which is included in interest expense, and a debt discount of $158,000 which is being amortized into interest expense over the term on the note (see Note 3). On May 4, 2017, in connection with a Convertible Note, the Company issued 1,509,829 shares of its common stock as a debt issuance cost. These common shares were valued at $0.04 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 a debt discount of $63,564 which is being amortized into interest expense over the term on the note (see Note 3). On May 8, 2017, the Company entered into a forbearance agreement with Peak (the “Peak Forbearance Agreement”) whereby Peak waived any event of default, as defined in the Peak debenture, 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 Peak Debenture that would permit Peak 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 the Peak Forbearance Agreement, the Company issued 800,000 shares of its common stock. These common shares were valued at $0.04 per share based on the quoted trading price of the Company’s common stock on the agreement date, In connection with the issuance of these shares, the Company recorded debt settlement expense of $32,000. In June 2017, in connection with the conversion of debt of $25,323 and the payment of fees of $501, the Company issued 4,680,951 shares of common stock. Upon conversion of the debt, the Company reclassified derivative liabilities of $34,257 to paid-in capital. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2017 | |
Concentrations | |
Concentrations | NOTE 6 – CONCENTRATIONS Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of and cash deposits. The Company places its cash in banks at levels that, at times, may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2017 and December 31, 2016. The Company has not experienced any losses in such accounts through June 30, 2017. Geographic concentrations of sales For the six months ended June 30, 2017, total sales to customers located in Europe and the United States represent approximately 88.2% and 11.8% of total consolidated revenues, respectively. No other geographical area accounted for more than 10% of total sales during the six months ended June 30, 2017. For the six months ended June 30, 2016, total sales to customers located in Europe, Asia and Latin America represent approximately 92.3%, 6.4% and 1.3% of total consolidated revenues, respectively Customer concentrations For the six months ended June 30, 2017, four customers accounted for approximately 58.9% of total consolidated revenues (31.0%, 8.7% and 7.4% from customers in the product segment, and 11.8% from our only customer in the logistics services segment). For the six months ended June 30, 2016, six customers accounted for approximately 70.3% of total sales (31%, 11.8%, 8.7%, 4%, 6.5% and 4.9% respectively). A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s consolidated results of operations and financial condition. Vendor concentrations For the six months ended June 30, 2017 and 2016, the Company purchased substantially all of its products from one supplier. The loss of this supplier may have a material adverse effect on the Company’s consolidated results of operations and financial condition. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting | |
Segment Reporting | NOTE 7 – 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 six months ended June 30, 2017 were (i) the Product Segment and (ii) the Logistics Services Segment. For the six months ended June 30, 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 June 30, 2017 and 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 three and six months ended June 30, 2017 and 2016 was as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues: Product segment $ 125,101 $ 63,808 $ 363,067 $ 171,429 Logistics services segment 22,049 — 48,436 — Total segment and consolidated revenues 147,150 63,808 411,503 171,429 Gross profit (loss): Product segment 25,082 5,182 70,295 37,533 Logistics services segment (199 ) — (14,706 ) — Total segment and consolidated gross profit 24,883 5,182 55,589 37,533 Loss from operations Product segment $ (117,170 ) $ (155,397 ) $ (133,375 ) $ (319,639 ) Logistics services segment (199 ) — (14,706 ) — Total segment income (loss) (117,369 ) (155,397 ) (148,081 ) (319,639 ) Unallocated income/(costs) (50,458 ) (33,388 ) (97,843 ) (98,804 ) Total consolidated loss from operations $ (167,827 ) $ (188,785 ) $ (245,924 ) $ (418,443 ) June 30, December 31, Total assets: Product segment $ 183,034 $ 183,861 Logistics services segment 79,697 53,310 Total segment and consolidated assets $ 262,730 $ 237,171 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS From July 1, 2017 through August 10, 2017, in connection with the conversion of debt of $25,414 and the payment of fees of $1,500, the Company issued 14,813,361 shares of common stock. On July 12, 2017, the board of directors of the Company and a stockholder holding a majority of the Company’s voting power took action by written consent to approve an amendment to the Company’s articles of incorporation to increase its authorized capital stock from 910,000,000 to 2,510,000,000 shares, of which 2,500,000,000 will be common stock and 10,000,000 will be preferred stock. |
Organization And Basis Of Pre14
Organization And Basis Of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization And Basis Of Presentation Policies | |
Organization | 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 July 12, 2017, the board of directors of the Company and a stockholder holding a majority of the Company’s voting power took action by written consent to approve an amendment to the Company’s articles of incorporation to increase its authorized capital stock from 910,000,000 to 2,510,000,000 shares, of which 2,500,000,000 will be common stock and 10,000,000 will be preferred stock. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s unaudited consolidated financial statements include the financial statements of its wholly-owned subsidiary, Petrone Food Works, Inc. (inactive). All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements for the three and six months ended June 30, 2017 and 2016 have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of June 30, 2017 and 2016, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been or omitted. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2016 and footnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 4, 2017. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. |
Going Concern | Going concern These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $245,924 and $418,443 for the six months ended June 30, 2017 and 2016, respectively. The net cash used in operations were $455,493 and $473,753 for the six months ended June 30, 2017 and 2016, respectively. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working deficit of $5,579,475, $978,307 and $978,307, respectively, at June 30, 2017. 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. 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. |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the six months ended June 30, 2017 and 2016 include estimates on allowance for doubtful accounts, 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 that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, loans, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for one instrument at fair value using level 3 valuation. At June 30, 2017 At December 31, 2016 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 843,309 — — $ 5,070,848 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2016 $ 5,070,848 Initial valuation of derivative liabilities included in debt discount 243,686 Initial valuation of derivative liabilities included in gain on derivative liabilities 808,385 Reclassification of derivative liabilities to equity upon conversion (34,257 ) Change in fair value included in net income (5,245,353 ) Balance at June 30, 2017 $ 843,309 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. |
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 June 30, 2017 and December 31, 2016, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amounts of $3,375. |
Inventory | Inventory Inventory, consisting of finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. |
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 June 30, 2017 and December 31, 2016 amounted to $4,334 and $79,780, 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. |
Income (Loss) Per Share of Common Stock | Income (loss) per share of common stock Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. Potentially dilutive common shares and participating securities are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The following table presents a reconciliation of basic and diluted net income per share: Three Months Ended June 30, Six Months Ended 2017 2016 2017 2016 Income (loss) per common share - basic: Net income (loss) $ 156,150 (261,617 ) $ 3,703,870 (508,576 ) Weighted average common shares outstanding - basic 30,962,477 22,733,853 30,627,968 22,485,739 Net income (loss) per common share - basic $ 0.00 (0.01 ) $ 0.12 (0.02 ) Income (loss) per common share - diluted: Net income (loss) – basic $ 156,150 (261,617 ) $ 3,703,870 (508,576 ) Add: interest of convertible debt 10,627 — 14,286 — Less: expense of debt discount upon assumed conversion (166,111 ) — (426,597 ) — Less: gain on derivative liabilities (637,127 ) — (4,436,968 ) — Numerator for income (loss) per common share - diluted $ (636,461 ) (261,617 ) $ (1,145,409 ) (508,576 ) Weighted average common shares outstanding – basic 31,962,477 22,733,853 30,627,968 22,485,739 Effect of dilutive securities: Convertible notes payable 178,709,004 — 178,709,004 — Weighted average common shares outstanding – diluted 210,671,481 22,733,853 209,336,972 22,485,739 Net income (loss) per common share - diluted $ (0.00 ) (0.01 ) $ (0.00 ) (0.02 ) For the three and six months ended June 30, 2017 and 2016, 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 loss and consisted of the following: Three Months Ended June 30, Six Months Ended 2017 2016 2017 2016 Convertible notes — 449,523 — 449,523 |
Organization And Basis Of Pre15
Organization And Basis Of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization And Basis Of Presentation Tables | |
Schedule of Fair Value Hierarchy for Financial Liabilites | The Company accounts for one instrument at fair value using level 3 valuation. At June 30, 2017 At December 31, 2016 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 843,309 — — $ 5,070,848 |
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, 2016 $ 5,070,848 Initial valuation of derivative liabilities included in debt discount 243,686 Initial valuation of derivative liabilities included in gain on derivative liabilities 808,385 Reclassification of derivative liabilities to equity upon conversion (34,257 ) Change in fair value included in net income (5,245,353 ) Balance at June 30, 2017 $ 843,309 |
Schedule of Reconciliation of Basic and Diluted Net Income Per Share | The following table presents a reconciliation of basic and diluted net income per share: Three Months Ended June 30, Six Months Ended 2017 2016 2017 2016 Income (loss) per common share - basic: Net income (loss) $ 156,150 (261,617 ) $ 3,703,870 (508,576 ) Weighted average common shares outstanding - basic 31,962,477 22,733,853 30,627,968 22,485,739 Net income (loss) per common share - basic $ 0.00 (0.01 ) $ 0.12 (0.02 ) Income (loss) per common share - diluted: Net income (loss) – basic $ 156,150 (261,617 ) $ 3,703,870 (508,576 ) Add: interest of convertible debt 10,627 — 14,286 — Less: expense of debt discount upon assumed conversion (166,111 ) — (426,597 ) — Less: gain on derivative liabilities (637,127 ) — (4,436,968 ) — Numerator for income (loss) per common share - diluted $ (636,461 ) (261,617 ) $ (1,145,409 ) (508,576 ) Weighted average common shares outstanding – basic 31,962,477 22,733,853 30,627,968 22,485,739 Effect of dilutive securities: Convertible notes payable 178,709,004 — 178,709,004 — Weighted average common shares outstanding – diluted 210,671,481 22,733,853 209,336,972 22,485,739 Net income (loss) per common share - diluted $ (0.00 ) (0.01 ) $ (0.00 ) (0.02 ) |
Schedule of Computation of Earnings Per Share | For the three and six months ended June 30, 2017 and 2016, 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 loss and consisted of the following: Three Months Ended June 30, Six Months Ended 2017 2016 2017 2016 Convertible notes — 449,523 — 449,523 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Convertible Notes Tables | |
Schedule of Assumptions Used in Valuation of Derivatives | During the six months ended June 30, 2017, the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Six months ended Dividend rate 0 Term (in years) 2.58 to 0.01 years Volatility 157.2 % Risk-free interest rate 0.76% to 1.55% |
Schedule of Convertible Promissory Notes | At June 30, 2017 and December 31, 2016, convertible promissory notes consisted of the following: June 30, December 31, Principal amount $ 683,978 $ 179,300 Less: unamortized debt discount (426,597 ) (153,611 ) Convertible notes payable, net $ 257,381 $ 25,689 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions Tables | |
Schedule of Due to Related Party Activity | For the six months ended June 30, 2017, due to related party activity consisted of the following: Six Months ended Balance due to related party at beginning of period $ 224 Working capital advances received 49,680 Repayments made and conversions (49,900 ) Balance due to related party at end of period $ 4 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting Tables | |
Schedule of Reportable Business Segments | Segment information available with respect to these reportable business segments for the three and six months ended June 30, 2017 and 2016 was as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues: Product segment $ 125,101 $ 63,808 $ 363,067 $ 171,429 Logistics services segment 22,049 — 48,436 — Total segment and consolidated revenues 147,150 63,808 411,503 171,429 Gross profit (loss): Product segment 25,082 5,182 70,295 37,533 Logistics services segment (199 ) — (14,706 ) — Total segment and consolidated gross profit 24,883 5,182 55,589 37,533 Loss from operations Product segment $ (117,170 ) $ (155,397 ) $ (133,375 ) $ (319,639 ) Logistics services segment (199 ) — (14,706 ) — Total segment income (loss) (117,369 ) (155,397 ) (148,081 ) (319,639 ) Unallocated income/(costs) (50,458 ) (33,388 ) (97,843 ) (98,804 ) Total consolidated loss from operations $ (167,827 ) $ (188,785 ) $ (245,924 ) $ (418,443 ) June 30, December 31, Total assets: Product segment $ 183,034 $ 183,861 Logistics services segment 79,697 53,310 Total segment and consolidated assets $ 262,730 $ 237,171 |
Organization And Basis Of Pre19
Organization And Basis Of Presentation (Schedule Of Fair Value Hierarchy For Financial Liabilites) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 843,309 | $ 5,070,848 |
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 | $ 843,309 | $ 5,070,848 |
Organization And Basis Of Pre20
Organization And Basis Of Presentation (Schedule Of Roll Forward Valuation Of Derivative Liability) (Details) - Derivative Liabilities [Member] | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2016 | $ 5,070,848 |
Initial valuation of derivative liabilities included in debt discount | 243,686 |
Initial valuation of derivative liabilities included in gain on derivative liabilities | 808,385 |
Reclassification of derivative liabilities to equity upon conversion | 34,257 |
Change in fair value included in net income | (5,245,353) |
Balance at June 30, 2017 | $ 843,309 |
Organization And Basis Of Pre21
Organization And Basis Of Presentation (Reconciliation Of Basic And Diluted Net Income Per Share) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income (loss) per common share - basic: | ||||
Net income (loss) | $ 156,150 | $ (261,617) | $ 3,703,870 | $ (508,576) |
Weighted average common shares outstanding - basic | 31,962,477 | 22,733,853 | 30,627,968 | 22,485,739 |
Net income (loss) per common share - basic | $ 0 | $ (0.01) | $ 0.12 | $ (0.02) |
Income (loss) per common share - diluted: | ||||
Net income (loss) - basic | $ 156,150 | $ (261,617) | $ 3,703,870 | $ (508,576) |
Add: interest of convertible debt | 10,627 | 14,286 | ||
Less: expense of debt discount upon assumed conversion | 166,111 | 426,597 | ||
Less: gain on derivative liabilities | (637,127) | (4,436,968) | ||
Numerator for income (loss) per common share - diluted | $ (636,461) | $ (261,617) | $ (1,145,409) | $ (508,576) |
Weighted average common shares outstanding - basic | 31,962,477 | 22,733,853 | 30,627,968 | 22,485,739 |
Effect of dilutive securities: | ||||
Convertible notes payable | 178,709,004 | 178,709,004 | ||
Weighted average common shares outstanding - diluted | 210,671,481 | 22,733,853 | 209,336,972 | 22,485,739 |
Net income (loss) per common share - diluted | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Organization And Basis Of Pre22
Organization And Basis Of Presentation (Schedule Of Computation Of Earnings Per Share) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 449,523 | 449,523 |
Convertible Notes (Schedule Of
Convertible Notes (Schedule Of Assumptions Used In Valuation Of Derivatives) (Details) - Derivative Liabilities [Member] | 6 Months Ended |
Jun. 30, 2017 | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | |
Dividend rate | 0.00% |
Volatility | 157.20% |
Minimum [Member] | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | |
Term (in years) | 4 days |
Risk-free interest rate | 0.76% |
Maximum [Member] | |
Assumptions Used in Valuation of Derivatives - Black Scholes Option Pricing Model: | |
Term (in years) | 2 years 6 months 29 days |
Risk-free interest rate | 1.55% |
Convertible Notes (Schedule O24
Convertible Notes (Schedule Of Convertible Promissory Notes) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Convertible notes payable, net | $ 257,381 | $ 25,689 |
Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | 683,978 | 179,300 |
Less: unamortized debt discount | 426,597 | 153,611 |
Convertible notes payable, net | $ 257,381 | $ 25,689 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | ||
Balance due to related party at beginning of period | $ 224 | |
Working capital advances received | 49,680 | |
Repayments made and conversions | 49,900 | $ 35,879 |
Balance due to related party at end of period | 4 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Balance due to related party at beginning of period | 224 | |
Working capital advances received | 49,680 | |
Repayments made and conversions | 49,900 | |
Balance due to related party at end of period | $ 4 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Total segment and consolidated revenues | $ 147,150 | $ 63,808 | $ 411,503 | $ 171,429 | |
Total segment and consolidated gross profit | 24,883 | 5,182 | 55,589 | 37,533 | |
Total segment income (loss) | (117,369) | (155,397) | (148,081) | (319,639) | |
Unallocated income/(costs) | (50,458) | (33,388) | (97,843) | (98,804) | |
Total consolidated loss from operations | (167,827) | (188,785) | (245,924) | (418,443) | |
Total segment and consolidated assets | 262,730 | 262,730 | $ 237,171 | ||
Product Segment [Member] | |||||
Total segment and consolidated revenues | 125,101 | 63,808 | 363,067 | 171,429 | |
Total segment and consolidated gross profit | 25,082 | 5,182 | 70,295 | 37,533 | |
Total segment income (loss) | (117,170) | (155,397) | (133,375) | (319,639) | |
Total segment and consolidated assets | 183,034 | 183,034 | 183,861 | ||
Logistics Services Segment [Member] | |||||
Total segment and consolidated revenues | 22,049 | 48,436 | |||
Total segment and consolidated gross profit | (199) | (14,706) | |||
Total segment income (loss) | (199) | (14,706) | |||
Total segment and consolidated assets | $ 79,697 | $ 79,697 | $ 53,310 |
Organization And Basis Of Pre27
Organization And Basis Of Presentation (Narrative) (Details) - USD ($) | 1 Months Ended | ||||
Mar. 03, 2014 | Jul. 12, 2017 | Jul. 11, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Working capital deficit | $ 978,307 | ||||
Allowance for doubtful accounts | $ 3,375 | $ 3,375 | |||
Increase of authorized capital | 2,500,000,000 | 2,500,000,000 | |||
Subsequent Event [Member] | |||||
Increase of authorized capital | 2,510,000,000 | 910,000,000 | |||
Common Stock [Member] | |||||
Reverse stock split | 1-for-500 | ||||
Common Stock [Member] | Subsequent Event [Member] | |||||
Increase of authorized capital | 2,500,000,000 | ||||
Preferred Stock [Member] | Subsequent Event [Member] | |||||
Increase of authorized 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 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Details) - USD ($) | Jun. 22, 2017 | May 09, 2017 | May 08, 2017 | May 04, 2017 | Apr. 12, 2017 | Feb. 21, 2017 | Feb. 13, 2017 | Nov. 18, 2016 | Oct. 26, 2016 | Oct. 24, 2016 | Jun. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||||||||||||||||
Net proceeds from convertible debt | $ 465,250 | |||||||||||||||
Repayment of convertible debt | $ 131,644 | |||||||||||||||
Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock issued for debt conversion, shares | 3,380,951 | |||||||||||||||
Stock issued for debt conversion, value | $ 17,600 | |||||||||||||||
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 Peak One Opportunity Fund, L.P [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt face value | $ 85,000 | |||||||||||||||
Convertible debt interest percentage | 0.00% | |||||||||||||||
Debt issuance cost | $ 15,000 | |||||||||||||||
Net proceeds from convertible debt | $ 70,000 | |||||||||||||||
Convertible debt payment terms | 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. | |||||||||||||||
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. | |||||||||||||||
Settlement Agreement With Peak [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt description | In connection with the Peak Debentures, the Company entered into a settlement agreement (the “Settlement Agreement”) with Peak. In connection with the Settlement Agreement, the Company paid cash of $69,700 to Peak and Peak waived all existing events of default (including deferred interest at the default rate) and agreed that if the Company elects to redeem all or any part of the then-outstanding debenture, the Redemption Price shall be the par value of the debenture so redeemed. | |||||||||||||||
Repayment of convertible debt | $ 69,700 | |||||||||||||||
Forbearance Agreement With Peak [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt description | Additionally, on May 9, 2017, the Company entered into a forbearance agreement with Peak (the “Peak Forbearance Agreement”) whereby Peak waived any event of default, as defined in the Peak debenture, that were triggered by the Company’s execution of the December 2, 2016 debt purchase and assignment agreement, as well as any rights provided in the Peak Debenture that would permit Peak to incorporate and terms of the Rosen Note (including but not limited to the use of $0.003 as a conversion price per share). | |||||||||||||||
Forbearance Agreement With Peak [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock issued in connection with convertible notes, shares | 800,000 | |||||||||||||||
Stock issued in connection with convertible notes, value | $ 32,000 | |||||||||||||||
Share issue price, per share | $ 0.04 | |||||||||||||||
Securities Purchase Agreement And Debenture With Crown Bridge [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Purchase price agreed by the buyer to invest | $ 340,000 | |||||||||||||||
Convertible debt interest percentage | 6.00% | |||||||||||||||
Buyer committed to invest in exchange for convertible promissory notes | $ 400,000 | |||||||||||||||
Original issue discount | $ 60,000 | |||||||||||||||
Securities Purchase Agreement And Debenture With Crown Bridge [Member] | Convertible Promissory Note With Crown Bridge - Two Tranches [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 payment terms | 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 debt description | The Crown Bridge Note contains representations, warranties, events of default, beneficial ownership limitations, prepayment options, and other provisions that are customary of similar instruments. | |||||||||||||||
Securities Purchase Agreement And Debenture With Crown Bridge [Member] | Convertible Promissory Note With Crown Bridge - First Tranch [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock issued in connection with convertible notes, shares | 50,000 | 450,000 | ||||||||||||||
Stock issued in connection with convertible notes, value | $ 3,425 | |||||||||||||||
Share issue price, per share | $ 0.0685 | |||||||||||||||
Forbearance Agreement With Crown Bridge [Member] | Convertible Promissory Note With Crown Bridge [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt description | On April 12, 2017, in connection with certain with the Crown Bridge Notes, 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 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 | |||||||||||||||
Forbearance Agreement With Crown Bridge [Member] | Convertible Promissory Note With Crown Bridge [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock issued for debt conversion, shares | 7,723 | |||||||||||||||
Stock issued for debt conversion, value | $ 1,300,000 | |||||||||||||||
Debt instrument fees converted value | $ 500 | |||||||||||||||
Securities Purchase Agreement And Debenture With Labrys Fund, L.P - The First SPA [Member] | Convertible Promissory Note With Labrys Fund, L.P - The First Note [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt face value | $ 110,000 | |||||||||||||||
Convertible debt interest percentage | 12.00% | |||||||||||||||
Net proceeds from convertible debt | $ 100,000 | |||||||||||||||
Convertible debt payment terms | 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. | |||||||||||||||
Convertible debt conversion terms | Labrys 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. | |||||||||||||||
Convertible debt description | 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 prepays 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. | |||||||||||||||
Securities Purchase Agreement And Debenture With Labrys Fund, L.P - The Second SPA [Member] | Convertible Promissory Note With Labrys Fund, L.P - The Second Note [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt face value | $ 65,000 | |||||||||||||||
Convertible debt interest percentage | 12.00% | |||||||||||||||
Net proceeds from convertible debt | $ 58,000 | |||||||||||||||
Convertible debt payment terms | 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. | |||||||||||||||
Convertible debt conversion terms | Labrys 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. | |||||||||||||||
Convertible debt description | 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 (see Note 6). The Second Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. These notes contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. | |||||||||||||||
Securities Purchase Agreement And Debenture With Labrys Fund, L.P - The Second SPA [Member] | Convertible Promissory Note With Labrys Fund, L.P - The Second Note [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock issued in connection with convertible notes, shares | 1,497,000 | |||||||||||||||
Share issue price, per share | $ 0.1654 | |||||||||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 158,000 | |||||||||||||||
Securities Purchase Agreement With Auctus Fund, LLC [Member] | Convertible Promissory Note With Auctus Fund, LLC- The Auctus Note [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt face value | $ 235,000 | |||||||||||||||
Convertible debt interest percentage | 10.00% | |||||||||||||||
Debt issuance cost | $ 17,750 | |||||||||||||||
Net proceeds from convertible debt | $ 217,250 | |||||||||||||||
Convertible debt maturity date | Jan. 12, 2018 | |||||||||||||||
Convertible debt payment terms | The Company shall have no right of prepayment. Any amount of principal or interest that is due under the Auctus Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the Auctus Note is satisfied in full. | |||||||||||||||
Convertible debt conversion terms | Auctus is entitled to, at any time or from time to time, convert the Auctus 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 five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the Auctus Note. | |||||||||||||||
Convertible debt redemption description | The Company may redeem they Auctus Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the Auctus Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days. | |||||||||||||||
Convertible debt description | The Auctus Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. | |||||||||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 63,564 | |||||||||||||||
Securities Purchase Agreement With Auctus Fund, LLC [Member] | Convertible Promissory Note With Auctus Fund, LLC- The Auctus Note [Member] | Common Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock issued in connection with convertible notes, shares | 1,509,829 | |||||||||||||||
Stock issued in connection with convertible notes, value | $ 63,564 | |||||||||||||||
Share issue price, per share | $ 0.04 | |||||||||||||||
Securities Purchase Agreement With EMA Financial, LLC [Member] | Convertible Promissory Note With EMA Financial, LLC - The EMA Note [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debt face value | $ 100,000 | |||||||||||||||
Convertible debt interest percentage | 10.00% | |||||||||||||||
Debt issuance cost | $ 10,000 | |||||||||||||||
Net proceeds from convertible debt | $ 90,000 | |||||||||||||||
Convertible debt maturity date | Jun. 22, 2018 | |||||||||||||||
Convertible debt payment terms | Any amount of principal or interest that is due under the EMA Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the EMA Note is satisfied in full. | |||||||||||||||
Convertible debt conversion terms | EMA is entitled to, at any time or from time to time, convert the EMA 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 five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the EMA Note. | |||||||||||||||
Convertible debt redemption description | The Company may redeem the EMAs Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the EMA Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days. | |||||||||||||||
Convertible debt description | The EMA Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. |
Convertible Notes (Narrative)29
Convertible Notes (Narrative) (Details1) - USD ($) | Dec. 02, 2016 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2013 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||||||||
Convertible notes payable | $ 257,381 | $ 257,381 | $ 257,381 | $ 25,689 | ||||
Derivative income or loss | (637,127) | (4,436,968) | ||||||
Amortization of debt discount | 237,014 | 92,971 | ||||||
Derivative Liabilities [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Derivative income or loss | 5,245,353 | 55,500 | ||||||
Convertible Promissory Note Agreement With Individual - 2013 [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible debt face value | $ 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. | |||||||
New Convertible Note Agreement With Third Party Assigned On 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 | 14,300 | 14,300 | ||||
New Convertible Note Agreement With Third Party Assigned On December 02, 2016 - Rosen Note [Member] | Common Stock [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible debt conversion price per share | $ 0.03 | |||||||
Stock issued for debt conversion, shares | 1,900,000 | |||||||
Stock issued for debt conversion, value | $ 5,700 | |||||||
Labrys, Auctus And EMA Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
New derivative liability | 1,052,071 | |||||||
Labrys, Auctus And EMA Debentures [Member] | Derivative Initial Liabilities [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Derivative income or loss | (808,385) | |||||||
Unamortized debt discount | 243,686 | 243,686 | 243,686 | |||||
Convertible Promissory Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible notes payable | $ 257,381 | $ 257,381 | 257,381 | $ 25,689 | ||||
Convertible Promissory Notes [Member] | Interest Expenses [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Amortization of debt discount | $ 237,014 | $ 92,971 | ||||||
Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Stock issued for debt conversion, shares | 4,680,951 | |||||||
Stock issued for debt conversion, value | $ 25,323 |
Loans Payable (Narrative) (Deta
Loans Payable (Narrative) (Details) - USD ($) | Jun. 08, 2017 | Jan. 25, 2017 | Sep. 26, 2016 | Sep. 23, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Short-term Debt [Line Items] | |||||||
Proceeds from loans | $ 65,000 | ||||||
Repayment of loans payable | 59,630 | ||||||
Loans payable | 47,663 | $ 42,293 | |||||
Business Loan And Security Agreement With EBF Partners, LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Proceeds from loans | $ 40,000 | $ 25,000 | $ 20,000 | 65,000 | |||
Daily payment towards loan repayment | $ 376 | $ 235 | $ 204 | ||||
Loans repayment terms | The Company is required to repay the EBF Loan by making daily payments of $376 on each business day until the purchased amount of $56,400 is paid in full. Each payment is deducted directly from the Company’s bank accounts. | 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 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 | 123.00% | 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. | The loan is secured by the Company’s assets and is personally guaranteed by the Company’s chief executive officer. | |||||
Repayment of loans payable | 42,677 | ||||||
Loans payable | 36,853 | 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 | $ 875 | ||||||
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 | 16,953 | ||||||
Loans payable | $ 10,810 | $ 27,764 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | May 09, 2017 | Feb. 21, 2017 | Feb. 19, 2016 | Jun. 30, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Stock based compensation | $ 19,333 | $ 117,149 | ||||||||
Amortization of other prepaid stock-based consulting fees | 19,333 | 117,149 | ||||||||
Debt issuance cost in connection with shares issued | $ 121,700 | $ 121,700 | ||||||||
Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Common Stock [Member] | ||||||||||
Stock issued for debt conversion, value | $ 17,600 | |||||||||
Stock issued for debt conversion, shares | 3,380,951 | |||||||||
Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||
Stock issued for debt conversion, value | $ 25,323 | |||||||||
Stock issued for debt conversion, shares | 4,680,951 | |||||||||
Debt instrument fees converted value | $ 501 | |||||||||
Reclassification of derivative liabilities to additional paid in capital | $ 34,257 | |||||||||
Securities Purchase Agreement And Debenture With Crown Bridge [Member] | Convertible Promissory Note With Crown Bridge - First Tranch [Member] | Common Stock [Member] | ||||||||||
Stock issued in connection with notes issued, shares | 50,000 | 450,000 | ||||||||
Share issue price, per share | $ 0.0685 | |||||||||
Stock issued in connection with notes issued, value | $ 3,425 | |||||||||
Debt issuance cost in connection with shares issued | $ 3,425 | |||||||||
Securities Purchase Agreement And Debenture With Labrys Fund, L.P - The Second SPA [Member] | Convertible Promissory Note With Labrys Fund, L.P - The Second Note [Member] | Common Stock [Member] | ||||||||||
Stock issued in connection with notes issued, shares | 1,497,000 | |||||||||
Share issue price, per share | $ 0.1654 | |||||||||
Unamortized debt discount in connection with convertible debt issuance costs | $ 158,000 | |||||||||
Securities Purchase Agreement And Debenture With Labrys Fund, L.P - The Second SPA [Member] | Convertible Promissory Note With Labrys Fund, L.P - The Second Note [Member] | Common Stock [Member] | Interest Expenses [Member] | ||||||||||
Debt issuance cost in connection with shares issued | $ 89,605 | |||||||||
Forbearance Agreement With Peak [Member] | Convertible Debenture - First Debenture With Peak One Opportunity Fund,L.P Dated Oct 26, 2016 [Member] | Common Stock [Member] | ||||||||||
Stock issued in connection with notes issued, shares | 800,000 | |||||||||
Share issue price, per share | $ 0.04 | |||||||||
Stock issued in connection with notes issued, value | $ 32,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 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 | $ 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 |
Concentrations (Narrative) (Det
Concentrations (Narrative) (Details) - Total Sales [Member] | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Geographic Concentration Risk [Member] | Europe [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 88.20% | 92.30% |
Geographic Concentration Risk [Member] | United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.80% | |
Geographic Concentration Risk [Member] | No Other Geographical Area [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | |
Geographic Concentration Risk [Member] | Asia [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 6.40% | |
Geographic Concentration Risk [Member] | Latin America [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 1.30% | |
Customer Concentration Risk [Member] | Four Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 58.90% | |
Customer Concentration Risk [Member] | Customer - One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 31.00% | |
Customer Concentration Risk [Member] | Customer - One [Member] | Product Segment [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 31.00% | |
Customer Concentration Risk [Member] | Customer - Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.80% | |
Customer Concentration Risk [Member] | Customer - Two [Member] | Product Segment [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 8.70% | |
Customer Concentration Risk [Member] | Customer - Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 8.70% | |
Customer Concentration Risk [Member] | Customer - Three [Member] | Product Segment [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7.40% | |
Customer Concentration Risk [Member] | Customer - Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 4.00% | |
Customer Concentration Risk [Member] | Customer - Four [Member] | Logistics Services Segment [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.80% | |
Customer Concentration Risk [Member] | Six Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 70.30% | |
Customer Concentration Risk [Member] | Customer - Five [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 6.50% | |
Customer Concentration Risk [Member] | Customer - Six [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 4.90% |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Convertible Promissory Notes [Member] - Common Stock [Member] - USD ($) | 1 Months Ended | |
Aug. 10, 2017 | Jun. 30, 2017 | |
Subsequent Event [Line Items] | ||
Stock issued for debt conversion, value | $ 25,323 | |
Debt instrument fees converted value | $ 501 | |
Stock issued for debt conversion, shares | 4,680,951 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued for debt conversion, value | $ 25,414 | |
Debt instrument fees converted value | $ 1,500 | |
Stock issued for debt conversion, shares | 14,813,361 |