Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | InCapta, Inc. |
Entity Central Index Key | 1,099,234 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 106,517,609 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Current Assets: | |||
Cash | $ 24,292 | $ 1,790 | |
Accounts receivable | 8,874 | ||
Prepaid expenses | 1,384,137 | ||
Total current assets | 33,166 | 1,385,927 | |
Other assets: | |||
Furniture and equipment | 2,996 | 4,370 | |
Total assets | 36,162 | 1,390,297 | |
Current Liabilities: | |||
Accounts payable | 190,843 | 30,826 | |
Accrued interest | 36,614 | 16,691 | |
Due to officer | 7,843 | 8,441 | |
Convertible notes payable - related party, net of discount of $33 and $19,887 | 59,566 | 31,325 | |
Convertible notes payable, net of discount of $74,962 and $0 | 9,566 | ||
Loan payable | 25,000 | 25,000 | |
Derivative liability | 178,380 | 50,276 | |
Total current liabilities | 507,812 | 162,559 | |
Stockholders' equity (deficit) | |||
Common stock value | [1] | 106,518 | 4 |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1 and 1 shares issued and outstanding as of September 30, 2016 and December 31, 2015 (2), respectively | [2] | ||
Additional paid-in capital | 133,634,003 | 110,321,088 | |
Stock subscription receivable | (810,895) | ||
Accumulated equity (deficit) | (133,401,276) | (109,093,354) | |
Total stockholders' equity (deficit) | (471,650) | 1,227,738 | |
Total liabilities and stockholders' equity (deficit) | 36,162 | 1,390,297 | |
Series B common stock | |||
Stockholders' equity (deficit) | |||
Common stock value | |||
[1] | The number of issued and outstanding shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015, and a 19,000 to 1 reverse split of the Company's common stock that was effective on August 8, 2016. | ||
[2] | The number of issued and outstanding shares of preferred stock reflects the amount immediately after a 4,700 to 1 reverse split of the Company's preferred stock that was effective on August 8, 2016. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible notes payable related party discount | $ 33 | $ 19,887 |
Convertible notes payable discount | $ 74,962 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 890,000,000 | 890,000,000 |
Common stock, shares issued | 106,517,609 | 3,809 |
Common stock, shares outstanding | 106,517,609 | 3,809 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Series B common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Consolidated Statements of Operations [Abstract] | |||||
Net sales | $ 3,155 | $ 14,812 | $ 35,803 | $ 28,522 | |
Costs and expenses: | |||||
General and administrative | 16,067,625 | 681,679 | 21,749,750 | 752,463 | |
Acquisition contingency | 2,280,331 | ||||
Total costs and expenses | 16,067,625 | 681,679 | 24,030,081 | 752,463 | |
Loss from operations | (16,064,470) | (666,867) | (23,994,278) | (723,941) | |
Other income (expense) | |||||
Interest and financing costs | (173,281) | (5,055) | (418,918) | (10,886) | |
Change in value of derivative liability | 7,577 | 105,274 | |||
Total other income (expense) | (165,704) | (5,055) | (313,644) | (10,886) | |
Loss before provision for income taxes | 16,230,174 | (671,922) | (24,307,922) | (734,827) | |
Provision for income taxes | |||||
Net loss | 16,230,174 | (671,922) | (24,307,922) | (734,827) | |
Preferred stock dividend | 95,400 | ||||
Net loss attributed to common stockholders | $ (16,230,174) | $ (671,922) | $ (24,403,322) | $ (734,827) | |
Weighted average shares outstanding (1): | |||||
Basic | [1] | 60,067,108 | 450 | 20,172,462 | 254 |
Diluted | [1] | 60,067,108 | 450 | 20,172,462 | 254 |
Loss per share | |||||
Basic | $ (0.27) | $ (1,493.18) | $ (1.21) | $ (2,897.99) | |
Diluted | $ (0.27) | $ (1,493.18) | $ (1.21) | $ (2,897.99) | |
[1] | The number of issued and outstanding shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015, and a 19,000 to 1 reverse split of the Company's common stock that was effective on August 8, 2016. |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (24,307,922) | $ (734,827) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,374 | 78,208 |
Common stock issued for services | 4,075,653 | 522,652 |
Common stock issued for acquisition contingency | 2,280,331 | |
Financing costs | 183,930 | |
Amortization of debt discounts | 153,658 | |
Change in value of derivative liability | (105,274) | |
Fair value of stock options | 15,925,010 | |
Write-off of debt | 13,258 | |
Loss in share issuance | 68,600 | |
Change in current assets and liabilities: | ||
Accounts receivable | (8,874) | (6,134) |
Prepaid consulting fees | 1,384,137 | 165,818 |
Accounts payable | 210,878 | (119,956) |
Accrued interest | 19,923 | 10,889 |
Due to officer | 5,146 | |
Net cash used in operating activities | (187,176) | 3,654 |
Cash flows from financing activities: | ||
Proceeds from loan payable | 25,000 | |
Proceeds from stock subscription receivable | 164,105 | |
Proceeds from convertible notes payable | 141,882 | |
Repayment of due to officer | (598) | |
Repayment of convertible notes payable | (95,711) | |
Net cash provided by financing activities | 209,678 | 25,000 |
Net increase in cash | 22,502 | 28,654 |
Cash, at beginning of period | 1,790 | |
Cash at end of period | 24,292 | 28,654 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Beneficial conversion feature | 208,766 | |
Debt issued for accounts payable | 50,861 | |
Common stock issued for debt | 20,140 | |
Furniture and equipment for due to officer | 5,743 | |
Shares issued for debt | 44,500 | |
Asset purchase | $ 2,534,453 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Nature of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS The accompanying unaudited consolidated condensed financial statements of InCapta, Inc. (formerly known as TBC Global News Network, Inc.), a Nevada corporation (“Company”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) that are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the SEC. The results for the nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All common stock share numbers reflect a 1,000 to 1 reverse split of the Company’s common stock effective on September 6, 2007, a 10,000 to 1 reverse split of the common stock effective on April 9, 2009, a 3,000 to 1 reverse split of the common stock effective on April 27, 2015, and a 19,000 to 1 reverse split of the common stock effective on August 8, 2016. In November 2008, the Company halted its previous operations of providing online movie rentals (also referred to as a “DVD”) and video game rentals to subscribers through its Internet website, gameznflix.com. On May 7, 2009, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State. This amendment changed the name of the Company to TBC Global News Network, Inc. This corporate action had previously been approved by consent of a majority of the outstanding shares of common stock of the Company. As of July 30, 2009, the new trading symbol for the Company is “TGLN.” During the first quarter of 2010, the Company ceased its prior operations of producing video news, business profiles, and television advertisements. On March 19, 2010, the Company entered into a Purchase and Sale Agreement with Sterling Yacht Sales, Inc., and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen. However, since the buyers breached this agreement the transaction was rescinded, and therefore no consolidation is required. From August 2010 until August 2014, the Company did not operate. Upon assuming the positions as a director and officer of the Company in August 2014, Mr. John Fleming commenced operations of the Company as a consultant and also seeking opportunities for the Company. On August 15, 2014, Mr. McMachen, the Company’s sole board member, and chief executive officer, president, and secretary/treasurer of the Company, appointed John Fleming as a new member of the Company’s board of directors. Mr. McMachen then resigned from all positions with the Company. Mr. Fleming was then appointed as the Company’s executive officer, president, and secretary/treasurer. Mr. Fleming will serve in these positions until the next annual meeting of stockholders or until their successors are duly elected and have qualified. On April 27, 2015, the Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock and on August 8, 2016 completed a 19,000 to 1 reverse split of its issued and outstanding shares of common stock. All shares and per share information in the accompanying financial statements has been retroactively restated to reflect these two reverse stock splits. On September 3, 2015, the Company completed an acquisition agreement (“Acquisition Agreement”) under which the Company acquired all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation. Effective on October 21, 2015, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name from “TBC Global News Network, Inc.” to “InCapta, Inc.” |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. Revenue Recognition. The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company is not a counter party for trades executed through its trading platform and telephone transaction system and, instead, recognizes revenue to the extent of the flat-fee commission it receives on each trade processed for its agents and their customers. The Company recognizes revenue using four sources: Media consulting, to online television clients, monthly fees for online cloud television networks, website store revenue sharing and revenue sharing of membership fees with clients. Cash and Cash Equivalents. The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of nine months or less are considered to be cash equivalents. As of September 30, 2016 and December 31, 2015, there was cash of $24,292 and $1,790, respectively, and no cash equivalents. Prepaid Expenses. Prepaid expenses consist primarily of common stock issued to consultants for services that will be performed over the terms of the consulting agreements not to exceed 12 months. The value of the common stock issued for services was based on the market price of the Company’s common stock at the date of issuance. The common stock issued to consultants is fully vested at the date of issuance. Prepaid expenses at September 30, 2016 and December 31, 2015 were $0 and $1,384,137, respectively. Stock Subscription Receivable. During the nine months ended September 30, 2016, the holder of a stock option exercised this option into 6,500,000 free trading shares of common stock in exchange for a note payable to the Company in the amount of $975,000, of which $164,105 has been paid. The remaining balance of $810,895 is recorded as a stock subscription receivable and is presented in the accompanying financials statements as a contra-equity account. Income Taxes. The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. Impairment of Long-Lived Assets. In accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. At December 31, 2015, the Company evaluated its long-lived assets and determined that they had been impaired and took a charge to earnings of $4,478,142. Net Loss Per Share. Basic net loss per share is computed by dividing net loss by the weighted-average number of outstanding shares of common stock during the period. Diluted net loss per share is computed by dividing the weighted-average number of outstanding shares of common stock, including any potential common shares outstanding during the period, when the potential shares are dilutive. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive, as they were during 2016 and 2015. During the nine months ended September 30, 2016 and 2015, the number of potential common shares excluded from diluted weighted-average number of outstanding shares was 0 and 0, respectively. Stock-Based Compensation. Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Topic 718, “Share-Based Payment.” Derivative Financial Instruments. The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of September 30, 2016 and December 31, 2015, the Company’s only derivative financial instrument were embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price and a warrant that to contains certain provisions that allow for a change in the exercise price if securities are issued at a price per share below the exercise price. Recent Pronouncements. In January 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-01 (Subtopic 225-20), “Income Statement - Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805)”. Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements. |
Convertible Notes Payable, Incl
Convertible Notes Payable, Including Related Party | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable, Including Related Party [Abstract] | |
CONVERTIBLE NOTES PAYABLE, INCLUDING RELATED PARTY | NOTE 3 – CONVERTIBLE NOTES PAYABLE, INCLUDING RELATED PARTY Convertible notes payable at September 30, 2016 and December 31, 2015 consist of the following: September 30, December 31, 2016 2015 Convertible notes to stockholder due on various dates through August 24, 2016; interest at 4%; convertible in shares of common stock at 90% of the Company’s stock price at date of conversion. ($58,599 in default at September 30, 2016) $ 59,599 $ 51,212 Convertible note to investor due on February 24, 2018; interest free for 90 days then at 12% thereafter; included an original issue discount of $2,778; convertible in shares of common stock at 50% of the Company’s stock price at date of conversion. 27,778 -- September 30, December 31, 2016 2015 Convertible note to investor due on September 22, 2017; interest at 10%; included an original issue discount of $7,245; convertible in shares of common stock at 50% of the Company’s stock price at date of conversion. 56,750 -- 144,127 51,212 Less debt discount (74,995 ) (19,887 ) Convertible notes, net of discount $ 69,132 $ 31,325 Convertible notes payable - related party $ 59,599 $ 51,212 Less debt discount (33 ) (19,887 ) Convertible notes - related party, net of discount $ 59,566 $ 31,325 Convertible notes payable - unrelated parties $ 84,528 $ -- Less debt discount (74,962 ) -- Convertible notes - unrelated parties, net of discount $ 9,566 $ -- During the nine months ended September 30, 2016, the Company issued convertible notes in the aggregate principal amount of $208,766. Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature was initially calculated to be $339,273, which is recorded as a derivative liability as of the date of issuance. In addition, for one the convertible notes the Company also issued 26 warrants with an exercise price of $950 subject to change if securities are issued at a price per share below the exercise price. This provision results in the warrant being a derivative liability. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $208,766, with the remainder being charge as a financing cost during the period. The debt discount is being amortized over the terms of the convertible notes. The Company recognized interest expense of $153,658 during the nine months ended September 30, 2016 related to the amortization of the debt discount. |
Short Term Note
Short Term Note | 9 Months Ended |
Sep. 30, 2016 | |
Short Term Note [Abstract] | |
SHORT TERM NOTE | NOTE 4 – SHORT TERM NOTE On March 17, 2015, the Company entered into a promissory note with Peter Lambert for a loan of $25,000 that became due on June 15, 2015. The loan carries an interest at the rate of $55 per day. On June 12, 2015, the parties amended this promissory note so that the loan was extended and will accrue interest at $55 per day until this note is paid in full. As of September 30, 2016 and December 31, 2015, there was $31,124 and $16,136 interest accrued on the loan respectively. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 5 – DERIVATIVE LIABILITY The convertible notes discussed in Note 3 have a conversion price that is variable based on a percentage of the Company’s stock price which results in this embedded conversion feature being recorded as a derivative liability. The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability are recorded in the statement of operations under other income (expense). The Company uses a weighted average Black-Scholes-Merton option-pricing model with the following assumptions to measure the fair value of derivative liability at September 30, 2016: Stock price $ 0.25 Risk free rate 0.36-0.58 % Volatility 703 % Conversion price $ 0.125–0.225 Dividend rate 0 % Term (years) 0.01 to 1.4 The following table represents the Company’s derivative liability activity for the period ended September 30, 2016: Derivative liability balance, December 31, 2015 $ 50,276 Issuance of derivative liability during the period ended September 30, 2016 366,173 Underlying security converted into common stock (132,795 ) Change in derivative liability during the period ended September 30, 2016 (105,274 ) Derivative liability balance, September 30, 2016 $ 178,380 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS Starting January, 1 2015 Mr. Fleming is accruing a consulting fee of $1,500 a month until the Company puts a formal contract in place. As of September 30, 2015, there is a balance of $6,305 in accounts payable. There is no written agreement for this consulting fee. On March 31, 2015, Mr. Fleming transferred $5,743 of various office equipment and supplies to the Company. The Company is carrying the balance due to Mr. Fleming under short-term liabilities and will reimburse Mr. Fleming during the current fiscal year. At September 30, 2016 and December 31, 2015, Mr. Fleming has a balance of $7,843 and $8,441, respectively, owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses. On September 3, 2015, as part of the acquisition agreement, Mr. Fleming received no shares of Series A preferred stock and 174 restricted shares of common stock for consulting fees. On September 3, 2015 the Company issued 1,338 restricted shares of common stock for the acquisition of all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation. 837 of these shares were issued in the name of Chasin, LLC, a Delaware limited liability company (226 shares), Team AJ, LLC, a North Carolina limited liability company (226 shares), AF Trust Company, a Florida corporation (216 shares), and Kaptiva Group, LLC, a Florida limited liability company (168 shares). John Acunto controls the voting power and investment power of the shares owned by each of these companies. On November 16, 2015 the Company issued 37 restricted shares of common stock to Mr. Acunto in payment of certain debts of the Company. On December 14, 2015 the Company issued 1,053 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC (676) and AF Trust Company (377). On February 5, 2016, the Company issued 1,184 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC. As various times between August 5, 2015 and September 30, 2016, Mr. Acunto loaned the Company a total of $64,589 (which is set forth in convertible note payable). These notes bear interest at the rate of 4% per annum; $2,031 in interest has been accrued on these notes as of September 30, 2016. During the nine months ended September 30, 2016, $4,990 of these loans was repaid. The principal amount outstanding at September 30, 2016 was $59,559. On August 9, 2016, the Company issued 100,000,000 restricted shares of common stock to Mr. Fleming, the Company’s President, for services rendered and to be rendered to the Company valued at $100,000. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 7 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The Company’s activities to date have been supported by debt and equity financing. It has sustained losses in all previous reporting periods with an accumulated deficit of $133,401,276 as of September 30, 2016. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 8 – COMMON STOCK On April 27, 2015, the Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock and on August 8, 2016 completed a 19,000 to 1 reverse split of its issued and outstanding shares of common stock. All shares and per share information in the accompanying financial statements has been retroactively restated to reflect these two reverse stock splits. During the nine months ended September 30, 2016, the Company issued shares of its common stock as follows: ● 1,001 shares of common stock to consultants as compensation for services valued at $3,975,653. The value was based on the market price of the Company’s common stock at the date of issuance; ● 1,202 shares of common stock under the September 3, 2015 acquisition agreement valued at $2,280,331. The value was based on the market price of the Company’s common stock at the date of issuance; ● 3,784 shares of common stock for the conversion of $20,140 in debt; ● 263 shares of common stock for financing costs valued at $10,500. The value was based on the market price of the Company’s common stock at the date of issuance; ● 249 shares of common stock for the conversion of 0 shares of preferred stock; and ● 100,000,000 shares of common stock to Mr. John Fleming as compensation for services rendered valued at $100,000. The value approximates the value of the services rendered was based on the par value of the Company’s common stock. |
Options and Warrants
Options and Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Options and Warrants [Abstract] | |
OPTIONS AND WARRANTS | NOTE 9 – OPTIONS AND WARRANTS Options. The following is a summary of stock option activity: Weighted Average Options Exercise Outstanding Price Outstanding, December 31, 2015 -- -- Granted 6,500,000 $ 0.15 Forfeited -- -- Exercised (6,500,000 ) 0.15 Outstanding, September 30, 2016 -- -- Exercisable, September 30, 2016 -- -- For options granted during 2016 where the exercise price was less than the stock price at the date of the grant, the weighted-average fair value of such options was $2.45 and the weighted-average exercise price of such options was $0.15. No options were granted during 2016 where the exercise price was greater than the stock price or equal to the stock price at the date of grant. The fair value of the stock options was expenses immediately as the options vested immediately. The Company recorded stock option expense of $15,925,010 during the nine months ended September 30, 2016. The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows: Risk-free interest rate 1.01% Expected life of the options .01 year Expected volatility 703% Expected dividend yield 0% Warrants. The following is a summary of warrant option activity: Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2015 26 $ 950.00 -- -- Granted -- -- -- -- Forfeited -- -- -- -- Exercised -- -- -- -- Outstanding, September 30, 2016 26 $ 950.00 4.41 $ -- Exercisable, September 30, 2016 26 $ 950.00 4.41 $ -- The exercise price for warrants outstanding and exercisable at September 30, 2016 are as follows: Outstanding and Exercisable Number of Exercise Warrants Price 26 $ 950.00 Also see Note 3. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. |
Revenue Recognition | Revenue Recognition. The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company is not a counter party for trades executed through its trading platform and telephone transaction system and, instead, recognizes revenue to the extent of the flat-fee commission it receives on each trade processed for its agents and their customers. The Company recognizes revenue using four sources: Media consulting, to online television clients, monthly fees for online cloud television networks, website store revenue sharing and revenue sharing of membership fees with clients. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of nine months or less are considered to be cash equivalents. As of September 30, 2016 and December 31, 2015, there was cash of $24,292 and $1,790, respectively, and no cash equivalents. |
Prepaid Expenses | Prepaid Expenses. Prepaid expenses consist primarily of common stock issued to consultants for services that will be performed over the terms of the consulting agreements not to exceed 12 months. The value of the common stock issued for services was based on the market price of the Company’s common stock at the date of issuance. The common stock issued to consultants is fully vested at the date of issuance. Prepaid expenses at September 30, 2016 and December 31, 2015 were $0 and $1,384,137, respectively. |
Stock Subscription Receivable | Stock Subscription Receivable. During the nine months ended September 30, 2016, the holder of a stock option exercised this option into 6,500,000 free trading shares of common stock in exchange for a note payable to the Company in the amount of $975,000, of which $164,105 has been paid. The remaining balance of $810,895 is recorded as a stock subscription receivable and is presented in the accompanying financials statements as a contra-equity account. |
Income Taxes | Income Taxes. The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. At December 31, 2015, the Company evaluated its long-lived assets and determined that they had been impaired and took a charge to earnings of $4,478,142. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of outstanding shares of common stock during the period. Diluted net loss per share is computed by dividing the weighted-average number of outstanding shares of common stock, including any potential common shares outstanding during the period, when the potential shares are dilutive. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive, as they were during 2016 and 2015. During the nine months ended September 30, 2016 and 2015, the number of potential common shares excluded from diluted weighted-average number of outstanding shares was 0 and 0, respectively. |
Stock-Based Compensation | Stock-Based Compensation Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Topic 718, “Share-Based Payment.” |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of September 30, 2016 and December 31, 2015, the Company’s only derivative financial instrument were embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price and a warrant that to contains certain provisions that allow for a change in the exercise price if securities are issued at a price per share below the exercise price. |
Recent Pronouncements | Recent Pronouncements. In January 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-01 (Subtopic 225-20), “Income Statement - Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805)”. Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements. |
Convertible Notes Payable, In16
Convertible Notes Payable, Including Related Party (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable, Including Related Party [Abstract] | |
Schedule of convertible notes payable | September 30, December 31, 2016 2015 Convertible notes to stockholder due on various dates through August 24, 2016; interest at 4%; convertible in shares of common stock at 90% of the Company’s stock price at date of conversion. ($58,599 in default at September 30, 2016) $ 59,599 $ 51,212 Convertible note to investor due on February 24, 2018; interest free for 90 days then at 12% thereafter; included an original issue discount of $2,778; convertible in shares of common stock at 50% of the Company’s stock price at date of conversion. 27,778 -- Convertible note to investor due on September 22, 2017; interest at 10%; included an original issue discount of $7,245; convertible in shares of common stock at 50% of the Company’s stock price at date of conversion. 56,750 -- 144,127 51,212 Less debt discount (74,995 ) (19,887 ) Convertible notes, net of discount $ 69,132 $ 31,325 Convertible notes payable - related party $ 59,599 $ 51,212 Less debt discount (33 ) (19,887 ) Convertible notes - related party, net of discount $ 59,566 $ 31,325 Convertible notes payable - unrelated parties $ 84,528 $ -- Less debt discount (74,962 ) -- Convertible notes - unrelated parties, net of discount $ 9,566 $ -- |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Liability [Abstract] | |
Schedule of fair value of derivative liability | Stock price $ 0.25 Risk free rate 0.36-0.58 % Volatility 703 % Conversion price $ 0.125–0.225 Dividend rate 0 % Term (years) 0.01 to 1.4 |
Schedule of derivative liability activity | Derivative liability balance, December 31, 2015 $ 50,276 Issuance of derivative liability during the period ended September 30, 2016 366,173 Underlying security converted into common stock (132,795 ) Change in derivative liability during the period ended September 30, 2016 (105,274 ) Derivative liability balance, September 30, 2016 $ 178,380 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Options And Warrants [Line Items] | |
Schedule of fair value of options granted | Risk-free interest rate 1.01% Expected life of the options .01 year Expected volatility 703% Expected dividend yield 0% |
Schedule of warrants outstanding and exercisable | Outstanding and Exercisable Number of Exercise Warrants Price 26 $ 950.00 |
Options [Member] | |
Options And Warrants [Line Items] | |
Schedule of option activity | Weighted Average Options Exercise Outstanding Price Outstanding, December 31, 2015 - Granted 6,500,000 $ 0.15 Forfeited - Exercised (6,500,000 ) 0.15 Outstanding, September 30, 2016 - Exercisable, September 30, 2016 - |
Warrant [Member] | |
Options And Warrants [Line Items] | |
Schedule of option activity | Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2015 26 $ 950.00 Granted - Forfeited - Exercised - Outstanding, September 30, 2016 26 $ 950.00 4.41 $ - Exercisable, September 30, 2016 26 $ 950.00 4.41 $ - |
Nature of Business (Details)
Nature of Business (Details) | Aug. 08, 2016 | Apr. 27, 2015 | Apr. 09, 2009 | Sep. 06, 2007 |
Nature of Business (Textual) | ||||
Reverse stock split, description | 19,000 to 1 reverse split | 3,000 to 1 reverse split | 10,000 to 1 reverse split | 1,000 to 1 reverse split |
Reverse split issued and outstanding, description | The company completed a 19,000 to 1 reverse split of its issued and outstanding shares of common stock. | The Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock. |
Significant Accounting Polici20
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Significant Accounting Policies (Textual) | |||
Cash | $ 24,292 | $ 1,790 | |
Prepaid expenses | $ 0 | 1,384,137 | |
Income tax benefit, percentage | 50.00% | ||
Impairment of long-lived assets | 4,478,142 | ||
Diluted weighted-average number of outstanding shares | 0 | 0 | |
Notes payable | $ 975,000 | ||
Repayments of notes payable | 164,105 | ||
Stock subscription receivable | $ 810,895 | ||
Stock Option [Member] | |||
Significant Accounting Policies (Textual) | |||
Exercised | 6,500,000 |
Convertible Notes Payable, In21
Convertible Notes Payable, Including Related Party (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Convertible notes | $ 144,127 | $ 51,212 |
Less debt discount | (74,995) | (19,887) |
Convertible notes, net of discount | 69,132 | 31,325 |
Convertible notes payable - related party | 59,599 | 51,212 |
Less debt discount | (33) | (19,887) |
Convertible notes - related party, net of discount | 59,566 | 31,325 |
Convertible notes payable - unrelated parties | 84,528 | |
Less debt discount | (74,962) | 0 |
Convertible notes - unrelated parties, net of discount | 9,566 | |
Convertible notes to stockholder [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 59,599 | 51,212 |
Convertible note to investor [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 27,778 | |
Convertible note to investor one [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | $ 56,750 |
Convertible Notes Payable, In22
Convertible Notes Payable, Including Related Party (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable, Including Related Party (Textual) | ||
Convertible notes principal amount | $ 208,766 | |
Derivative liability | $ 205,284 | $ 50,276 |
Warrants issued | 26 | |
Exercise price | $ 950 | |
Debt face amount | 208,766 | |
Interest expense | 153,658 | |
Convertible notes to stockholder [Member] | ||
Convertible Notes Payable, Including Related Party (Textual) | ||
Convertible notes principal amount | $ 58,599 | |
Interest, Percentage | 4.00% | |
Stock price, Percentage | 90.00% | |
Convertible note to investor [Member] | ||
Convertible Notes Payable, Including Related Party (Textual) | ||
Interest, Percentage | 12.00% | |
Stock price, Percentage | 50.00% | |
Discount issued on shares | $ 2,778 | |
Convertible note to investor one [Member] | ||
Convertible Notes Payable, Including Related Party (Textual) | ||
Interest, Percentage | 10.00% | |
Stock price, Percentage | 50.00% | |
Discount issued on shares | $ 7,245 |
Short Term Note (Details)
Short Term Note (Details) - USD ($) | Jun. 12, 2015 | Mar. 17, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Short Term Note (Textual) | ||||
Loan | $ 25,000 | |||
Loan due date | Jun. 15, 2015 | |||
Loan interest rate per day, value | $ 55 | |||
Interest for loan, description | The parties amended this promissory note so that the loan was extended and will accrue interest at $55 per day until this note is paid in full. | |||
Accrued interest | $ 31,124 | $ 16,136 |
Derivative Liability (Details)
Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2016$ / shares | |
Derivative [Line Items] | |
Stock price | $ 0.25 |
Volatility | 703.00% |
Dividend rate | 0.00% |
Minimum [Member] | |
Derivative [Line Items] | |
Risk free rate | 0.36% |
Conversion price | $ 0.125 |
Term (years) | 4 days |
Maximum [Member] | |
Derivative [Line Items] | |
Risk free rate | 0.58% |
Conversion price | $ 0.225 |
Term (years) | 1 year 4 months 24 days |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Liability [Abstract] | ||
Derivative liability balance, December 31, 2015 | $ 50,276 | |
Issuance of derivative liability during the period ended September 30, 2016 | 366,173 | |
Underlying security converted into common stock | (132,795) | |
Change in derivative liability during the period ended September 30, 2016 | (105,274) | |
Derivative liability balance, September 30, 2016 | $ 178,380 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 09, 2016 | Feb. 05, 2016 | Dec. 14, 2015 | Sep. 03, 2015 | Nov. 16, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Jan. 01, 2015 |
Related Party Transactions (Textual) | ||||||||||
Accounts payable | $ 6,305 | |||||||||
Due to officer | $ 7,843 | $ 8,441 | ||||||||
Restricted shares issued for acquisition | 1,053 | |||||||||
Convertible notes payable | 84,528 | |||||||||
Principal amount outstanding | 208,766 | |||||||||
Repayments of loans | 4,990 | |||||||||
Principal amount of debt | 59,559 | |||||||||
Mr. Fleming [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Accruing a consulting fee | $ 1,500 | |||||||||
Office equipment and supplies transferred by Mr. Fleming | $ 5,743 | |||||||||
Restricted shares issued for services | 100,000,000 | |||||||||
Restricted shares issued for services, value | $ 100,000 | |||||||||
Mr. Fleming [Member] | Acquisition Agreement [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for services | 174 | |||||||||
Stimulating Software, LLC [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 1,338 | |||||||||
Chasin, LLC [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 837 | |||||||||
Delaware limited liability [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 226 | |||||||||
Team AJ, LLC [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 1,184 | 226 | ||||||||
Team AJ, LLC [Member] | Acquisition Agreement [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 676 | |||||||||
AF Trust [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 216 | |||||||||
AF Trust [Member] | Acquisition Agreement [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 377 | |||||||||
Kaptiva Group, LLC [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 168 | |||||||||
Mr. Acunto [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Restricted shares issued for acquisition | 37 | |||||||||
Convertible notes payable | $ 64,589 | |||||||||
Interest rate | 4.00% | |||||||||
Accrued interest | $ 2,031 | |||||||||
Principal amount outstanding | $ 64,589 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Going Concern (Textual) | ||
Accumulated equity (deficit) | $ (133,401,276) | $ (109,093,354) |
Common Stock (Details)
Common Stock (Details) - USD ($) | Aug. 08, 2016 | Sep. 03, 2015 | Apr. 27, 2015 | Apr. 09, 2009 | Sep. 06, 2007 | Sep. 30, 2016 |
Common Stock (Textual) | ||||||
Reverse stock split, description | 19,000 to 1 reverse split | 3,000 to 1 reverse split | 10,000 to 1 reverse split | 1,000 to 1 reverse split | ||
Common stock conversion of debt | $ 20,140 | |||||
Common stock conversion of debt, Shares | 3,784 | |||||
Common Stock [Member] | ||||||
Common Stock (Textual) | ||||||
Shares of common stock, shares | 263 | |||||
Shares of common stock | $ 10,500 | |||||
Common Stock One [Member] | ||||||
Common Stock (Textual) | ||||||
Common stock conversion of debt, Shares | 249 | |||||
Conversion share of preferred stock, shares | 0 | |||||
Stock Compensation Plan [Member] | ||||||
Common Stock (Textual) | ||||||
Shares of common stock, shares | 1,001 | |||||
Shares of common stock | $ 3,975,653 | |||||
Acquisition Agreement [Member] | ||||||
Common Stock (Textual) | ||||||
Shares of common stock, shares | 1,202 | |||||
Shares of common stock | $ 2,280,331 | |||||
Mr. John Fleming [Member] | ||||||
Common Stock (Textual) | ||||||
Shares of common stock, shares | 100,000,000 | |||||
Shares of common stock | $ 100,000 |
Options and Warrants (Details)
Options and Warrants (Details) - Stock Option [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Options Outstanding | |
Outstanding, December 31, 2015 | |
Granted | 6,500,000 |
Forfeited | |
Exercised | (6,500,000) |
Outstanding, September 30, 2016 | |
Exercisable, September 30, 2016 | |
Weighted Average Exercise Price | |
Granted | $ / shares | $ 0.15 |
Exercised | $ / shares | $ 0.15 |
Options and Warrants (Details 1
Options and Warrants (Details 1) | 9 Months Ended |
Sep. 30, 2016 | |
Options and Warrants [Abstract] | |
Risk free interest rate | 1.01% |
Expected life of the options | 4 days |
Expected volatility | 703.00% |
Expected dividend yield | 0.00% |
Options and Warrants (Details 2
Options and Warrants (Details 2) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, December 31, 2015 | 26 |
Granted | |
Forfeited | |
Exercised | |
Outstanding, September 30, 2016 | 26 |
Exercisable, September 30, 2016 | 26 |
Weighted Average Exercise Price, Outstanding, December 31, 2015 | $ / shares | $ 950 |
Weighted Average Exercise Price, Outstanding, September 30, 2016 | $ / shares | 950 |
Weighted Average Exercise Price, Exercisable, September 30, 2016 | $ / shares | $ 950 |
Weighted Average Remaining Contractual Life, Outstanding, September 30, 2016 | 4 years 4 months 28 days |
Weighted Average Remaining Contractual Life, Exercisable, September 30, 2016 | 4 years 4 months 28 days |
Aggregate Intrinsic Value, Outstanding, September 30, 2016 | $ | |
Aggregate Intrinsic Value, Exercisable, September 30, 2016 | $ |
Options and Warrants (Details 3
Options and Warrants (Details 3) - Warrant outstanding and exercisable [Member] | Sep. 30, 2016$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants, Outstanding and Exercisable | shares | 26 |
Exercise Price, Outstanding and Exercisable | $ / shares | $ 950 |
Options and Warrants (Details T
Options and Warrants (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Options and Warrants (Textual) | ||
Weighted average fair value | $ 2.45 | |
Stock option expense | $ 15,925,010 | |
Stock Option [Member] | ||
Options and Warrants (Textual) | ||
Weighted average exercise price, options | $ 0.15 |