Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 17, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | InCapta, Inc. | |
Entity Central Index Key | 1,099,234 | |
Trading Symbol | INCT | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,973,173,263 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | |
Current Assets: | |||
Cash | $ 1,345 | $ 1,497 | |
Accounts receivable | 7,590 | ||
Prepaid expenses | 12,000 | ||
Other current assets | 7,000 | ||
Total current assets | 20,345 | 9,087 | |
Other assets: | |||
Furniture and equipment | 1,164 | 2,538 | |
Total assets | 21,509 | 11,625 | |
Current Liabilities: | |||
Accounts payable | 258,119 | 209,560 | |
Accrued interest | 79,012 | 41,683 | |
Accrued compensation - officer | 33,333 | ||
Due to former officer | 49,024 | 40,320 | |
Convertible notes payable - related party | 59,599 | 59,599 | |
Convertible notes payable, net of discount of $65,118 and $80,796 | 195,676 | 34,699 | |
Loan payable | 25,000 | 25,000 | |
Derivative liability | 398,472 | 1,559,428 | |
Total current liabilities | 1,098,235 | 1,970,289 | |
Stockholders' deficit | |||
Common stock, value | [1] | 1,808,737 | 111,916 |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1 and 1 shares issued and outstanding | [2] | ||
Additional paid-in capital | 134,449,648 | 134,459,981 | |
Stock subscription receivable | (848,760) | ||
Accumulated deficit | (137,335,111) | (135,681,801) | |
Total stockholders' deficit | (1,076,726) | (1,958,664) | |
Total liabilities and stockholder's deficit | 21,509 | 11,625 | |
Series B common stock | |||
Stockholders' deficit | |||
Common stock, value | |||
[1] | The number of issued and outstanding shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015, and after a 19,000 to 1 reverse stock split effective on August 8, 2016. | ||
[2] | The number of issued and outstanding shares of preferred stock reflects the amount immediately after a 4,700 to 1 reverse split of the Company's common stock that was effective on August 8, 2016. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Convertible notes payable, net of discount | $ 65,118 | $ 80,796 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 1,808,736,598 | 111,916,194 |
Common stock, shares outstanding | 1,808,736,598 | 111,916,194 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,250 | $ 3,155 | $ 3,347 | $ 35,803 | |
Costs and expenses: | |||||
General and administrative | 71,434 | 16,067,625 | 2,330,560 | 21,749,750 | |
Acquisition contingency | 2,280,331 | ||||
Total costs and expenses | 71,434 | 16,067,625 | 2,330,560 | 24,030,081 | |
Loss from operations | (70,184) | (16,064,470) | (2,327,213) | (23,994,278) | |
Other income (expense) | |||||
Interest and financing costs | (157,644) | (173,281) | (906,765) | (418,918) | |
Change in fair value of derivative liability | 198,118 | 7,577 | 1,580,668 | 105,274 | |
Total other income (expense) | 40,474 | (165,704) | 673,903 | (313,644) | |
Loss before provision for income taxes | (29,710) | (16,230,174) | (1,653,310) | (24,307,922) | |
Provision for income taxes | |||||
Net loss | (29,710) | (16,230,174) | (1,653,310) | (24,307,922) | |
Preferred stock dividend | 95,400 | ||||
Net loss attributed to common stockholders | $ (29,710) | $ (16,230,174) | $ (1,653,310) | $ (24,403,322) | |
Weighted average shares outstanding (1): | |||||
Basic | [1] | 1,054,911,034 | 60,067,108 | 446,980,621 | 20,172,462 |
Diluted | [1] | 1,054,911,034 | 60,067,108 | 446,980,621 | 20,172,462 |
Loss per share | |||||
Basic | $ 0 | $ (0.27) | $ 0 | $ (1.21) | |
Diluted | $ 0 | $ (0.27) | $ 0 | $ (1.21) | |
[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 after a 19,000 to 1 reverse stock split effective on August 8, 2016. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,653,310) | $ (24,307,922) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,374 | 1,374 |
Common stock issued for services | 1,950,000 | 4,075,653 |
Common stock issued for acquistion contingency | 2,280,331 | |
Financing costs | 531,282 | 183,930 |
Amortization of debt discounts | 331,428 | 153,658 |
Change in value of derivative liability | (1,580,668) | (105,274) |
Fair value of stock options | 15,925,010 | |
Change in current assets and liabilities: | ||
Accounts receivable | 7,590 | (8,874) |
Prepaid consulting fees | (12,000) | 1,384,137 |
Other current assets | (7,000) | |
Accounts payable | 48,559 | 210,878 |
Accrued interest | 44,056 | 19,923 |
Accrued compensation - officer | 33,333 | |
Due to officer | 8,704 | |
Net cash used in operating activities | (296,652) | (187,176) |
FINANCING ACTIVITIES: | ||
Proceeds from stock subscription receivable | 164,105 | |
Proceeds from convertible notes payable | 296,500 | 141,882 |
Repayment of due to officer | (598) | |
Repayment of convertible notes payable | (95,711) | |
Net cash provided by financing activities | 296,500 | 209,678 |
NET INCREASE (DECREASE) IN CASH | (152) | 22,502 |
CASH, BEGINNING BALANCE | 1,497 | 1,790 |
CASH, ENDING BALANCE | 1,345 | 24,292 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Beneficial conversion feature | 782,363 | 208,766 |
Common stock issued for debt, accrued interest and fees | 222,597 | 20,140 |
Debt issued for accounts payable | 50,861 | |
Penalties and fees added to convertible note | 14,719 | |
Fair value of benefical conversion feature of debt repaid/converted | $ 362,651 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2017 | |
Nature of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS The accompanying unaudited condensed consolidated interim financial statements of InCapta, 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, 2017, are not necessarily indicative of the results to be expected for the year ending December 31, 2017. The Company has redirected its efforts toward the cloud television market and has launched two cloud television networks, World Drone Recreation Aviators (wdra.tv and wdra.club) and Leading Edge Radio Network (leadingedgeradio.tv). Each network develops its own channel(s) content and works with the Company to ensure that their viewers receive it. The Company continues development of its online movie channel which will feature video on demand and a 24 hour a day streaming internet TV station providing limited free content and a subscriber based business model along with potential revenue generating video on demand programming. The online news and video news bureau in association with Leading Edge Radio Network is advancing on schedule and completion is expected by year-end. Leading Edge Radio TV continues developing a venue for new and experienced radio and TV broadcasters to host their own programs via Internet TV and radio through Mancuso Martin Productions. Leading Edge Radio Network and Mancuso Martin Productions continue strategic partnership opportunities involving radio, Internet TV and movies with the Company. The Company has also entered into discussions with Mancuso Martin Productions for screenplay properties through its production division that include seven screenplays featuring suspense thrillers, horror, comedy, romance and sports themed movies. The Company has entered into preliminary discussions for the creation of a professional line of golf balls and golf equipment in order to facilitate long term objectives of the design of a professional line of golf balls, gloves, golf shoes and apparel which will be sold direct to consumer through a proprietary marketing program, eliminating the need for brick and mortar retailing and keeping the Company overhead low. All common stock share numbers reflect 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. 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, 2017 | |
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 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 year or less are considered to be cash equivalents. As of September 30, 2017 and December 31, 2016, there were no cash equivalents except cash of $1,345 and $1,497, respectively. Prepaid Expenses Prepaid expenses consist of payment for consulting fees in advance. Stock Subscription Receivable During the year ended December 31, 2016, the holder of 6,500,000 stock options exercised those options and the Company recorded a receivable in the amount of $975,000. The remaining balance of $848,760 is recorded as a stock subscription receivable and is presented in the accompanying financial statements as a contra-equity account. During the nine months ended September 30, 2017, the Company determined that the remaining balance of $848,760 was not collectible and wrote off the entire balance to additional paid in capital as this is deemed to be a capital transaction. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ASC Topic 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 Topic 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. No impairment charge was taken during the nine months ended September 30, 2017 or 2016. 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. During the nine months ended September 30, 2017 and 2016, there were $320,393 and $183,088, respectively, of convertible debentures that were convertible into 5,565,773,921 and 50,660 shares of common shares that excluded since to their effect is anti-dilutive as a result of the net losses incurred during the periods. 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, 2017 and December 31, 2016, 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. Fair Value Measurements. ASC Topic 820, “Fair Value Measurements and Disclosure,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2017 and December 31, 2016. The Company uses Level 2 inputs for its valuation methodology for its derivative liability as its fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At September 30, 2017 and December 31, 2016, the Company identified the following liability that is required to be presented on the balance sheet at fair value: Fair Value Fair Value Measurements at As of September 30, 2017 Description September 30, 2017 Using Fair Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 398,472 $ - $ 398,472 $ - Total $ 398,472 $ - $ 398,472 $ - Fair Value Fair Value Measurements at As of December 31, 2016 Description December 31, 2016 Using Fair Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 1,559,428 $ - $ 1,559,428 $ - Total $ 1,559,428 $ - $ 1,559,428 $ - Recent Pronouncements. In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business.” The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU No. 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory,” which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU No. 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU No. 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU No. 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2014-15 on the Company's financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU No. 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. This ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU No. 2014-09 on the Company's financial statements and disclosures. |
Convertible Notes Payable, Incl
Convertible Notes Payable, Including Related Party | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 and December 31, 2016 consist of the following: September 30, December 31, 2017 2016 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. (in default at December 31, 2016) $ 59,599 $ 59,599 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. 13,514 56,750 Convertible note to investor due on July 3, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. 23,248 58,745 Convertible note to investor due on January 11, 2017; interest at 12%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. 53,293 - Convertible note to investor due on January 11, 2017; interest at 8%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. 25,720 - Convertible note to investor due on January 12, 2017; interest at 6%; convertible in shares of common stock at 55% of the Company's stock price at date of conversion. 2,269 - Convertible note to investor due on February 15, 2017; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. 43,000 - Convertible note to investor due on February 20, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. 56,750 - Convertible note to investor due on March 15, 2018; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. 23,000 - Convertible note to investor due on May 17, 2018; interest at 12%; convertible in shares of common stock at 51% of the Company's stock price at date of conversion. 20,000 - 320,393 175,094 Less debt discount (65,118 ) (80,796 ) Convertible notes, net of discount $ 255,275 $ 94,298 Convertible notes payable - related party $ 59,599 $ 59,599 Less debt discount - - Convertible notes - related party, net of discount $ 59,599 $ 59,599 Convertible notes payable - unrelated parties $ 260,794 $ 115,495 Less debt discount (65,118 ) (80,796 ) Convertible notes - unrelated parties, net of discount $ 195,676 $ 34,699 During the nine months ended September 30, 2017, the Company issued convertible notes in the aggregate principal amount of $315,750, with original issue discounts of $19,250. 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 $782,363, which is recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $315,750, 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 $331,428 during the nine months ended September 30, 2017 related to the amortization of the debt discount. A rollfoward of the convertible notes payable from December 31, 2016 to September 30, 2017 is below: Convertible notes payable, December 31, 2016 $ 94,298 Issued for cash 296,500 Issued for original issue discount 19,250 Penalties added to convertible notes payable balance 14,719 Conversion into common stock (185,170 ) Debt discount related to new convertible notes (315,750 ) Amortization of debt discounts during the period 331,428 Convertible notes payable, September 30, 2017 $ 255,275 |
Short Term Note
Short Term Note | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 and December 31, 2016, there was $51,199 and $36,184 interest accrued on the loan respectively. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2017 | |
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 is 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, 2017: Stock price $0.0001 Risk free rate 1.24% Volatility 670% Conversion price $ 0.00005–0.00009 Dividend rate 0% Term (years) 0.01 to 0.63 The following table represents the Company’s derivative liability activity for the period ended September 30, 2017: Derivative liability balance, December 31, 2016 $ 1,559,428 Issuance of derivative liability during the period 782,363 Underlying security converted into common stock (362,651 ) Change in derivative liability during the period (1,580,668 ) Derivative liability balance, September 30, 2017 $ 398,472 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS At September 30, 2017 and December 31, 2016, the Company’s CEO (former CEO at September 30, 2017), Mr. Fleming, has a balance of $49,024 and $40,320, respectively, owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses. 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 December 31, 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; $2,510 in interest has been accrued on these notes as of December 31, 2016. During the year ended December 31, 2016, $4,990 of these loans were repaid. The principal amount outstanding at September 30, 2017 and December 31, 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. On May 25, 2017, the Company issued 30,000,000 restricted shares of common stock to the Company’s new CEO, Mr. Gregory Martin, for services rendered and to be rendered to the Company. Starting January1, 2017 through May 31, 2017, Mr. Fleming is accruing a consulting fee of $10,000 a month under a written agreement with the Company |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
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. The Company’s liabilities significantly exceed its assets, certain notes payable are in default and the Company has generated minimal 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 $137,335,111 as of September 30, 2017. 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, 2017 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 8 – COMMON STOCK Anne Morrison was granted an option from the Company on August 8, 2016 under the Company’s 2016 Stock and Option Plan in payment for consulting services rendered by her to the Company. The Company’s board of directors approved this compensation (by unanimous written consent) on August 8, 2016. This option was exercised at $0.15 per share. The Company received $126,240 over a period of eight months as result of the exercise of this option. During the nine months ended September 30, 2017, the Company determined that the remaining balance of $848,760 was not collectible and wrote off the entire balance to additional paid in capital as this is deemed to be a capital transaction. 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, 2017, the Company issued shares of its common stock as follows: ● 45,000,000 shares of common stock to consultants as compensation for services valued at $1,950,000. The value was based on the market price of the Company’s common stock at the date of issuance; and ● 1,651,820,404 (net of 415,749 shares canceled due to excess shares issued in 2016 related to a debt conversion) shares of common stock for the conversion of debt, accrued interest and fees and penalties associated with convertible debentures of $185,170, $6,727 and $30,700, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Subsequent to September 30, 2017, the Company has issued 2,164,436,665 shares of common stock for the conversion of debt. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 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 year or less are considered to be cash equivalents. As of September 30, 2017 and December 31, 2016, there were no cash equivalents except cash of $1,345 and $1,497, respectively. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses consist of payment for consulting fees in advance. |
Stock Subscription Receivable | Stock Subscription Receivable During the year ended December 31, 2016, the holder of 6,500,000 stock options exercised those options and the Company recorded a receivable in the amount of $975,000. The remaining balance of $848,760 is recorded as a stock subscription receivable and is presented in the accompanying financial statements as a contra-equity account. During the nine months ended September 30, 2017, the Company determined that the remaining balance of $848,760 was not collectible and wrote off the entire balance to additional paid in capital as this is deemed to be a capital transaction. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ASC Topic 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 Topic 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. No impairment charge was taken during the nine months ended September 30, 2017 or 2016. |
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. During the nine months ended September 30, 2017 and 2016, there were $320,393 and $183,088, respectively, of convertible debentures that were convertible into 5,565,773,921 and 50,660 shares of common shares that excluded since to their effect is anti-dilutive as a result of the net losses incurred during the periods. |
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, 2017 and December 31, 2016, 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. |
Fair Value Measurements | Fair Value Measurements. ASC Topic 820, “Fair Value Measurements and Disclosure,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: ● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2017 and December 31, 2016. The Company uses Level 2 inputs for its valuation methodology for its derivative liability as its fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. At September 30, 2017 and December 31, 2016, the Company identified the following liability that is required to be presented on the balance sheet at fair value: Fair Value Fair Value Measurements at As of September 30, 2017 Description September 30, 2017 Using Fair Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 398,472 $ - $ 398,472 $ - Total $ 398,472 $ - $ 398,472 $ - Fair Value Fair Value Measurements at As of December 31, 2016 Description December 31, 2016 Using Fair Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 1,559,428 $ - $ 1,559,428 $ - Total $ 1,559,428 $ - $ 1,559,428 $ - |
Recent Pronouncements | Recent Pronouncements. In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business.” The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU No. 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory,” which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU No. 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU No. 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows. In March 2016, the FASB issued ASU No. 2016-09, “Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU No. 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2014-15 on the Company's financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU No. 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. This ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU No. 2014-09 on the Company's financial statements and disclosures. |
Significant Accounting Polici16
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies [Abstract] | |
Schedule of liability that is required to be presented on the balance sheet at fair value | Fair Value Fair Value Measurements at As of September 30, 2017 Description September 30, 2017 Using Fair Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 398,472 $ - $ 398,472 $ - Total $ 398,472 $ - $ 398,472 $ - Fair Value Fair Value Measurements at As of December 31, 2016 Description December 31, 2016 Using Fair Level 1 Level 2 Level 3 Derivative liability - conversion feature $ 1,559,428 $ - $ 1,559,428 $ - Total $ 1,559,428 $ - $ 1,559,428 $ - |
Convertible Notes Payable, In17
Convertible Notes Payable, Including Related Party (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Notes Payable, Including Related Party [Abstract] | |
Schedule of convertible notes payable | September 30, December 31, 2017 2016 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. (in default at December 31, 2016) $ 59,599 $ 59,599 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. 13,514 56,750 Convertible note to investor due on July 3, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. 23,248 58,745 Convertible note to investor due on January 11, 2017; interest at 12%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. 53,293 - Convertible note to investor due on January 11, 2017; interest at 8%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. 25,720 - Convertible note to investor due on January 12, 2017; interest at 6%; convertible in shares of common stock at 55% of the Company's stock price at date of conversion. 2,269 - Convertible note to investor due on February 15, 2017; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. 43,000 - Convertible note to investor due on February 20, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. 56,750 - Convertible note to investor due on March 15, 2018; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. 23,000 - Convertible note to investor due on May 17, 2018; interest at 12%; convertible in shares of common stock at 51% of the Company's stock price at date of conversion. 20,000 - 320,393 175,094 Less debt discount (65,118 ) (80,796 ) Convertible notes, net of discount $ 255,275 $ 94,298 Convertible notes payable - related party $ 59,599 $ 59,599 Less debt discount - - Convertible notes - related party, net of discount $ 59,599 $ 59,599 Convertible notes payable - unrelated parties $ 260,794 $ 115,495 Less debt discount (65,118 ) (80,796 ) Convertible notes - unrelated parties, net of discount $ 195,676 $ 34,699 |
Schedule of rollfoward of the convertible notes payable | Convertible notes payable, December 31, 2016 $ 94,298 Issued for cash 296,500 Issued for original issue discount 19,250 Penalties added to convertible notes payable balance 14,719 Conversion into common stock (185,170 ) Debt discount related to new convertible notes (315,750 ) Amortization of debt discounts during the period 331,428 Convertible notes payable, September 30, 2017 $ 255,275 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Liability [Abstract] | |
Schedule of fair value of derivative liability | Stock price $0.0001 Risk free rate 1.24% Volatility 670% Conversion price $ 0.00005–0.00009 Dividend rate 0% Term (years) 0.01 to 0.63 |
Schedule of derivative liability activity | Derivative liability balance, December 31, 2016 $ 1,559,428 Issuance of derivative liability during the period 782,363 Underlying security converted into common stock (362,651 ) Change in derivative liability during the period (1,580,668 ) Derivative liability balance, September 30, 2017 $ 398,472 |
Nature of Business (Details)
Nature of Business (Details) | Aug. 08, 2016 | Apr. 27, 2015 |
Common stock [Member] | ||
Nature of Business (Textual) | ||
Reverse stock split, description | 19,000 to 1 | 3,000 to 1 |
Significant Accounting Polici20
Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Derivative liability - conversion feature | $ 398,472 | $ 1,559,428 |
Total | 398,472 | 1,559,428 |
Level 1 [Member] | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Derivative liability - conversion feature | ||
Total | ||
Level 2 [Member] | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Derivative liability - conversion feature | 398,472 | 1,559,428 |
Total | 398,472 | 1,559,428 |
Level 3 [Member] | ||
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] | ||
Derivative liability - conversion feature | ||
Total |
Significant Accounting Polici21
Significant Accounting Policies (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies (Textual) | ||||
Cash | $ 1,345 | $ 24,292 | $ 1,497 | $ 1,790 |
Stock subscription receivable | $ 848,760 | |||
Stock subscription receivable write off | $ 848,760 | |||
Exercised | ||||
Effect is anti-dilutive of as a result of the net losses | 5,565,773,921 | 50,660 | ||
Convertible debentures | $ 320,393 | $ 183,088 | ||
Amount of receivable recorded | $ 975,000 | |||
Recognized is the largest amount of tax rate | 50.00% | |||
Stock Option [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Exercised | 6,500,000 |
Convertible Notes Payable, In22
Convertible Notes Payable, Including Related Party (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Convertible notes | $ 320,393 | $ 175,094 |
Less debt discount | (65,118) | (80,796) |
Convertible notes, net of discount | 255,275 | 94,298 |
Convertible notes payable - related party | 59,599 | 59,599 |
Less debt discount | ||
Convertible notes - related party, net of discount | 59,599 | 59,599 |
Convertible notes payable - unrelated parties | 260,794 | 115,495 |
Less debt discount | (65,118) | (80,796) |
Convertible notes - unrelated parties, net of discount | 195,676 | 34,699 |
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. [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 59,599 | 59,599 |
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.[Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 13,514 | 56,750 |
Convertible note to investor due on July 3, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.[Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 23,248 | 58,745 |
Convertible note to investor due on January 11, 2017; interest at 12%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.[Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 53,293 | |
Convertible note to investor due on January 11, 2017; interest at 8%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 25,720 | |
Convertible note to investor due on January 12, 2017; interest at 6%; convertible in shares of common stock at 55% of the Company's stock price at date of conversion. [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 2,269 | |
Convertible note to investor due on February 15, 2017; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion.[Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 43,000 | |
Convertible note to investor due on February 20, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion. [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 56,750 | |
Convertible note to investor due on March 15, 2018; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion. [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | 23,000 | |
Convertible note to investor due on May 17, 2018; interest at 12%; convertible in shares of common stock at 51% of the Company's stock price at date of conversion. [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes | $ 20,000 |
Convertible Notes Payable, In23
Convertible Notes Payable, Including Related Party (Details 1) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Short-term Debt [Line Items] | |
Convertible notes payable, December 31, 2016 | $ 94,298 |
Convertible notes payable, September 30, 2017 | 255,275 |
Convertible Notes Payable [Member] | |
Short-term Debt [Line Items] | |
Convertible notes payable, December 31, 2016 | 94,298 |
Issued for cash | 296,500 |
Issued for original issue discount | 19,250 |
Penalties added to convertible notes payable balance | 14,719 |
Conversion into common stock | (185,170) |
Debt discount related to new convertible notes | (315,750) |
Amortization of debt discounts during the period | 331,428 |
Convertible notes payable, September 30, 2017 | $ 255,275 |
Convertible Notes Payable, In24
Convertible Notes Payable, Including Related Party (Details Textual) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Convertible Notes Payable, Including Related Party (Textual) | |
Convertible notes principal amount | $ 315,750 |
Derivative liability | 782,363 |
Debt face amount | 315,750 |
Interest expense | 331,428 |
Original issue discount | $ 19,250 |
Convertible notes to stockholder due on various dates through August 24, 2016 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 90.00% |
Maturity date | Aug. 24, 2016 |
Interest rate | 4.00% |
Convertible note to investor due on September 22, 2017 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 50.00% |
Discount issued on shares | $ 7,245 |
Maturity date | Sep. 22, 2017 |
Interest rate | 10.00% |
Convertible note to investor due on July 3, 2017[Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 50.00% |
Maturity date | Jul. 3, 2017 |
Interest rate | 10.00% |
Convertible note to investor due on January 11, 2017 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 50.00% |
Maturity date | Jan. 11, 2017 |
Interest rate | 12.00% |
Convertible note to investor due on January 11, 2017 One [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 58.00% |
Maturity date | Jan. 11, 2017 |
Interest rate | 8.00% |
Convertible note to investor due on January 12, 2017 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 55.00% |
Maturity date | Jan. 12, 2017 |
Interest rate | 6.00% |
Convertible note to investor due on February 15, 2017 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 58.00% |
Maturity date | Feb. 15, 2017 |
Interest rate | 12.00% |
Convertible note to investor due on February 20, 2017 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 50.00% |
Maturity date | Feb. 20, 2017 |
Interest rate | 10.00% |
Convertible note to investor due on March 15, 2018 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 58.00% |
Maturity date | Mar. 15, 2018 |
Interest rate | 12.00% |
Convertible note to investor due on May 17, 2018 [Member] | |
Convertible Notes Payable, Including Related Party (Textual) | |
Stock price, percentage | 51.00% |
Maturity date | May 17, 2018 |
Interest rate | 12.00% |
Short Term Note (Details)
Short Term Note (Details) - USD ($) | Jun. 12, 2015 | Mar. 17, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Short Term Note (Textual) | ||||
Accrued interest | $ 51,199 | $ 36,184 | ||
Peter Lambert [Member] | ||||
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 $55 per day until this note is paid in full. |
Derivative Liability (Details)
Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Schedule of fair value of derivative liability | |
Stock price | $ 0.0001 |
Risk free rate | 1.24% |
Volatility | 670.00% |
Dividend rate | 0.00% |
Minimum [Member] | |
Schedule of fair value of derivative liability | |
Conversion price | $ 0.00005 |
Term (years) | 4 days |
Maximum [Member] | |
Schedule of fair value of derivative liability | |
Conversion price | $ 0.00009 |
Term (years) | 7 months 17 days |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of derivative liability activity | ||
Derivative liability balance, December 31, 2016 | $ 1,559,428 | |
Change in derivative liability during the period | (1,580,668) | $ (105,274) |
Derivative liability balance, September 30, 2017 | 398,472 | |
Derivative liability [Member] | ||
Schedule of derivative liability activity | ||
Derivative liability balance, December 31, 2016 | 1,559,428 | |
Issuance of derivative liability during the period | 782,363 | |
Underlying security converted into common stock | (362,651) | |
Change in derivative liability during the period | (1,580,668) | |
Derivative liability balance, September 30, 2017 | $ 398,472 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 09, 2016 | Feb. 05, 2016 | May 25, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | May 31, 2017 |
Related Party Transactions (Textual) | ||||||
Due to officer | $ 49,024 | $ 40,320 | ||||
Convertible notes payable | 260,794 | 115,495 | ||||
Repayments of loans | 4,990 | |||||
Principal amount outstanding | $ 59,559 | $ 59,559 | ||||
Restricted shares issued for services | ||||||
Exercised | ||||||
Amount of receivable recorded | $ 975,000 | |||||
Stock subscription receivable | $ 848,760 | |||||
Stock Option [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Exercised | 6,500,000 | |||||
Mr. Fleming [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Restricted shares issued for services | 100,000,000 | |||||
Accruing a consulting fee | $ 10,000 | |||||
Team AJ, LLC [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Restricted shares issued for acquisition | 1,184 | |||||
Mr. Acunto [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Convertible notes payable | $ 64,589 | |||||
Interest rate | 4.00% | |||||
Accrued interest | $ 2,510 | |||||
Mr. Gregory Martin [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Restricted shares issued for services | 30,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Going Concern (Textual) | ||
Accumulated deficit | $ (137,335,111) | $ (135,681,801) |
Common Stock (Details)
Common Stock (Details) - USD ($) | Aug. 08, 2016 | Apr. 27, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Common Stock (Textual) | ||||
Shares issued for services | ||||
Shares issued for services, shares | ||||
Common stock issued conversion of debt, shares | ||||
Stock option exercise | $ (975,000) | |||
Remaining balance uncollectible | $ 848,760 | |||
Convertible debentures of fees and penalties | 59,559 | $ 59,559 | ||
Common stock [Member] | ||||
Common Stock (Textual) | ||||
Reverse stock split, description | 19,000 to 1 | 3,000 to 1 | ||
Options exercised per share | $ 0.15 | |||
Stock option exercise | $ 126,240 | |||
Canceled shares issued to debt conversion | 415,749 | |||
Conversion of debt into common stock | 185,170 | |||
Convertible debentures of accrued interest | 6,727 | |||
Convertible debentures of fees and penalties | $ 30,700 | |||
Common stock for the conversion of debt | 1,651,820,404 | |||
Consultants [Member] | ||||
Common Stock (Textual) | ||||
Shares issued for services | $ 1,950,000 | |||
Shares issued for services, shares | 45,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2017shares | |
Subsequent Events (Textual) | |
Issued of common stock for conversion of debt | 2,164,436,665 |