STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | 7. STOCKHOLDERS' DEFICIT |
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Private Placements of Common Stock |
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In January 2014, the Company sold 12,000,000 shares of restricted common stock to an investor at a price per share of $0.005 and received proceeds of $60,000. The Company issued 12,000,000 warrants to purchase common stock at an exercise price of $0.03 per share. The warrants expire on December 31, 2015(See Note 8). |
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In 2013, the Company sold 10,000,000 shares of restricted common stock to an investor at a price per share of $0.005 and received proceeds of $50,000. The Company issued 10,000,000 warrants to purchase common stock at an exercise price of $0.03 per share. The warrants expire on December 31, 2015. |
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In 2013, the Company sold an aggregate of 11,000,000 shares of restricted common stock to five investors at a price per share range from $0.002 to $0.015 and received proceeds of $45,000. The Company issued a total of 1,000,000 warrants to purchase common stock at an exercise price of $0.10 per share. The warrants expire on December 31, 2014. |
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In 2013, the Company sold an aggregate of 21,000,000 shares of restricted common stock to two investors at a price per share range from $0.001 to $0.0042 and received proceeds of $45,000. |
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Shares Issued to Employees and Directors |
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During December 2014, the Board of Directors approved a resolution for the issuance of a total of 54,092,000 shares of the Company’s restricted common stock to directors and employees of the Company. The issuance was valued at $324,552 ($0.006 per share), which was the fair value of the Company’s common stock on the date of issuance. |
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On November 22, 2013, the Board of Directors approved a resolution for the issuance of a total of 34,630,000 shares of the Company’s restricted common stock to directors and employees of the Company. The issuance was valued at $484,820 ($0.014 per share), which was the fair value of the Company’s common stock on the date of issuance. |
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On September 3, 2013, the Board of Directors approved a resolution for the issuance of 1,000,000 shares of the Company’s restricted common stock to an employee of the Company. The issuance was valued at $22,900 ($0.0229 per share), which was the fair value of the Company’s common stock on the date of issuance. |
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Common Stock Issued for Services |
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During December 2014, the Company issued 3,775,000 shares of the Company’s restricted common stock to sales representatives for services rendered with a fair value of $26,048. The share was valued at $0.0069 per share. |
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During December 2014, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for services rendered with a fair value of $12,000. The share was valued at $0.006 per share. |
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During November 2014, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for services for one year. The share was valued at $0.008 per share. The Company recorded an equity compensation charge of $1,929 during the year ended December 31, 2014. The remaining unrecognized compensation cost of $14,071 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of ten and half months. |
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During November 2014, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for services for one year. The share was valued at $0.0072 per share. The Company recorded an equity compensation charge of $5,918 during the year ended December 31, 2014. The remaining unrecognized compensation cost of $30,082 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of ten months. |
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During July 2014, the Company signed an agreement with a consultant for investor relation services for seven weeks. In connection with the agreement, 5,000,000 shares of company’s restricted common stocks were issued with a fair value of $45,500. A $10,000 convertible note convertible at $0.0035 per share was also issued (See Note 6). |
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During May 2014, the Company signed an agreement with a consultant for investor relation services for one month. In connection with the agreement, 5,000,000 shares of company’s restricted common stocks were issued with a fair value of $18,500. A $10,000 convertible note convertible at $0.0035 per share was also issued (See Note 6). |
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During June 2014, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for services for one year. The share was valued at $0.0085 per share. The Company recorded an equity compensation charge of $22,938 during the year ended December 31, 2014. The remaining unrecognized compensation cost of $19,562 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of five and half months. |
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During August, 2013, the Company issued a total of 6,000,000 shares of the Company’s restricted common stock to two consultants for investor relation services for six months. The shares were valued at $0.0173 per share. The Company recorded an equity compensation charge of $70,902 during the four months ended December 31, 2013, and the remaining compensation cost of $32,899 was recognized by the Company during the year ended December 31, 2014. |
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During August, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for one year. The shares were valued at $0.012 per share. The Company recorded an equity compensation charge of $8,351 during the four months ended December 31, 2013 and the remaining compensation cost of $15,649 was recognized by the Company during the year ended December 31, 2014. |
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During August, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for six months. The shares were valued at $0.0056 per share. The Company recorded an equity compensation charge of $8,446 during the four and one half months ended December 31, 2013, and the remaining compensation cost of $2,754 was recognized by the Company during the year ended December 31, 2014. |
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During February, 2013, the Company issued 8,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for a year. The shares were valued at $0.008 per share. The Company recorded an equity compensation charge of $61,019 during the year ended December 31, 2013. The remaining compensation cost of $2,981 was recognized by the Company during the year ended December 31, 2014. |
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During November, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for two months. The shares were valued at $0.0175 per share. The Company recorded an equity compensation charge of $17,500 during the year ended December 31, 2013. |
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During October, 2013, the Company issued 15,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for three months. The shares were valued at $0.0178 per share. The Company recorded an equity compensation charge of $267,000 during the year ended December 31, 2013. |
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During September, 2013, the Company issued 1,500,000 shares of the Company’s restricted common stock to a consultant for consulting services rendered. The shares were valued at $0.016 per share. The Company recorded an equity compensation charge of $24,000 during the year ended December 31, 2013. |
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During September, 2013, the Company issued a total of 1,500,000 shares of the Company’s restricted common stock to two consultants for consulting services rendered. The shares were valued at $0.0229 per share. The Company recorded an equity compensation charge of $34,350 during the year ended December 31, 2013. |
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During July, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for six months. The shares were valued at $0.0042 per share. The Company recorded an equity compensation charge of $8,400 during the year ended December 31, 2013. |
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During July, 2013, the Company issued 100,000 shares of the Company’s restricted common stock to a consultant for consulting services rendered. The shares were valued at $0.0042 per share. The Company recorded an equity compensation charge of $420 during the year ended December 31, 2013 |
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During July 2013, the Company signed an agreement with a consultant for investor relation services for three months. A $30,000 convertible note convertible at $0.005 per share was also issued (See Note 6). The Company also paid a total of $10,000 cash and issued a total of 15,000,000 shares of company’s restricted common stocks. The shares were valued at $0.0057 per share. The Company recorded an equity compensation charge of $85,500 during the year ended December 31, 2013. |
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During June, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for six months. The shares were valued at $0.0042 per share. The Company recorded an equity compensation charge of $8,400 during the year ended December 31, 2013. |
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During May, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for six months. The shares were valued at $0.0053 per share. The Company recorded an equity compensation charge of $5,300 in May 2013. |
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During February 2013, the Company issued 1,500,000 shares of the Company’s restricted common stock to a consultant for investor relation services for two months. The shares were valued at $0.007 per share. The Company recorded an equity compensation charge of $10,500 during the year ended December 31, 2013. |
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During February 2013, the Company issued a total of 3,000,000 shares of the Company’s restricted common stock to three consultants for marketing services for six months. The shares were valued at $0.009 per share. The Company recorded an equity compensation charge of $27,000 during the year ended December 31, 2013. |
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During January, 2013, the Company issued 10,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for a year. The shares were valued at $0.005 per share. The Company recorded an equity compensation charge of $50,000 during the year ended December 31, 2013. |
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On December 14, 2012 the Company issued a total of 1,000,000 shares of the Company’s restricted common stock to Roetzell & Andress for legal services for a one year term. The shares were valued at $0.014 per share. The Company recorded a prepaid equity compensation charge of $14,000 during the year ended December 31, 2012, and recognized an equity compensation charge of $14,000 during the year ended December 31, 2013. |
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During October, 2012 the Company issued a total of 15,100,000 shares of the Company’s restricted common stock to five consultants for marketing services for six months terms. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $108,534 and $80,216 during the year ended December 31, 2013 and year ended December 31, 2012. |
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During December, 2012 the Company issued 500,000 shares of the Company’s restricted common stock to a consultant for real estate consulting services for a six months term. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $1,042 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $5,208 was recognized during the year ended December 31, 2013. |
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During August, 2012 the Company issued 3,000,000 shares of the Company’s restricted common stock to JPU Ventures, Inc. under agreement dated August 13, 2012. The agreement was for investor relations services for a nine months term. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $21,875 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $15,625 was recognized by the Company during the year ended December 31, 2013. |
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On October 1, 2012, the Company issued 5,500,000 shares of the Company’s restricted common stock under the amended agreement with Mark Bergman, a consultant. The contract is for six months term. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $28,646 and $40,104 for the agreement during the year ended December 31, 2013 and the year ended December 31, 2012. |
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During October, 2012, the Company entered into an agreement for investor relations services with a Consultant. The contract was for a six months term and calls for the issuance of 1,000,000 shares of restricted common stock. The share was valued at $0.0125 per share. The Company recorded an equity compensation charge of $8,697 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $3,533 was recognized by the Company during the year ended December 31, 2013. |
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On February 22, 2012 the Company engaged Capital Path Securities, LLC (“CPS”) as its exclusive advisor on a proposed placement by way of an equity line of approximately $10,000,000 of the Company’s equity or equity linked securities. All upfront fees have been waived by CPS. The Company will pay CPS a cash placement fee equal to 5% of all principal amounts invested from the source originated by CPS. In addition, 10,000,000 restricted shares were issued on October 26, 2012, and valued at $0.0125 per share. The Company recorded an equity compensation charge of $151,375 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $21,625 and 125,000 non-vested shares was recognized by the Company during the year ended December 31, 2013. |
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Common Stock Issued for Debt Modification |
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On January 17, 2014, the Company issued a total of 1,000,000 restricted shares to the Michael McDonald Trust due to the default on repayment of the promissory note of $75,000. The shares were valued at a fair value of $9,900. |
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On April 30, 2014, the Company amended the maturity dates of notes $75,000 from a non-related party to November 3, 2014. The Company issued a total of 500,000 restricted shares to the note holder per the amendment. The shares were valued at a fair value of $1,950 (See note 6). |
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On August 1, 2014, the Company amended the maturity dates of notes $100,000 from a non-related party to February 3, 2015. The Company issued a total of 1,000,000 restricted shares to the note holder per the amendment. The shares were valued at a fair value of $9,100 (See note 6). |
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On April 30, 2013, the Company amended the maturity dates of two notes of $250,000 each (aggregating $500,000) from two non-related parties to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders in connection with the amendment at a fair value of $20,800(See note 6). |
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On October 30, 2013 and November 1, 2013, the parties amended the note of $75,000 and $150,000 to further extend the maturity dates to May 3, 2014 and August 3, 2014. The Company issued a total of 500,000 and 1,250,000 restricted shares to the note holders in connection with the amendment at a fair value of $9,500 and $13,750, respectively (See Note 6). |
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Common Stock Issued with Promissory Note |
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In August 2014, in connection with the issuance of this promissory note to Michael McDonald Trust in the amount of $75,000 which is due in six months from the funding of the note, the Company issued 2,000,000 shares of the Company's common stocks. The Company has recorded a debt discount in the amount of $15,665 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $15,665 was amortized over the term of the debt. Amortization for the year ended December 31, 2014 was $13,054 (See Note 6). |
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In July 2013, in connection with the issuance of this promissory note to Michael McDonald Trust in the amount of $75,000 which is due in six months from the funding of the note, the Company issued 1,000,000 shares of the Company's common stocks. The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the year ended December 31, 2013 was $3,977 (See Note 6). |
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Common Stock Held in Escrow |
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On July 27, 2011 the Company issued 5,714,286 shares of free trading common stock in certificate form which is held in escrow as security under an agreement reached with Liquid Packaging Resources, Inc. (“LPR”) on August 2, 2011(See Note 4 and 6). |
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Common Stock Issued for Settlement of Accounts Payable & Debt |
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Following the agreements with Castaldo for $10,000 in June 2014, Castaldo made the conversion for a total of 2,857,143 shares of the company’s restricted stock satisfying the notes in full with a fair value of $14,286 during December 2014 (See Note 6). |
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Following the agreements with Castaldo for $30,000 each (total $60,000) in July 2013 and October 2013, Castaldo made the conversion for a total of 12,000,000 shares of the company’s restricted stock satisfying the notes in full with a fair value of $79,167 during February and April 2014 (See Note 6). |
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Following the agreement with Southridge Partners II, LLC for $35,000 in October 2013, Southridge converted the note in full for a total of 13,349,057 shares of the Company’s restricted stock on April 7, 2014.Pursuant to the “reset provision” on the note agreement, an additional 2,373,166 shares of common stocks were issued due to stock price depreciation on the clearing date of April 23, 2014. These shares were valued at a fair value of $10,679 and recorded as loss on settlement of debt (See Note 6). |
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Following the assignment of Michael McDonald’s debt of $92,310 in June 2014, Coventry made the following conversions of a total of 13,084,856 shares of the company’s restricted stock satisfying $36,924 of the note with a fair value of $122,725 (See Note 6). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
6/18/14 | | 8,781,389 | $ | 92,816 |
7/2/14 | | 4,293,467 | $ | 29,909 |
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During June, August and October 2014, the Company issued a total of 180,000,000 shares of the company’s restricted stock to settle the outstanding commissions’ payable in aggregate of $300,000 with TCN. The shares were valued at a range from $0.0056 to $0.0099 per share. The Company recorded a loss of $1,164,000 as a selling expense during the year ended December 31, 2014(See Note 4). |
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During May and June, 2014, the two convertible Notes holders made the following conversions of a total of 33,226,382 shares of the company’s restricted stock satisfying the notes in the amount of $92,000 with a fair value of $177,093 on the dates of conversions (See Note 6). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
5/30/14 | | 23,529,412 | $ | 79,632 |
6/16/14 | | 4,545,455 | $ | 45,820 |
6/14/14 | | 5,151,515 | $ | 51,641 |
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During February and June, 2014, $23,000 and $10,000 of the convertible notes were assigned to third parties with a conversion price at $0.005 and $0.002 per share, respectively. The conversions for a total of 9,600,000 shares of the company’s restricted stock were made as followings in satisfying the notes of $33,000 at the fair value of $65,982 (See Note 6). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
2/10/14 | | 4,600,000 | $ | 30,726 |
6/14/14 | | 5,000,000 | $ | 35,256 |
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Following the agreements with Coventry Enterprises, LLC (see Note 6) for $100,000 and $70,000 in September 2013, Coventry made the following conversions for a total of 51,460,632 shares of the company’s restricted stock during the year ended December 31, 2014 satisfying the Notes in full (See note 6): |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
3/11/14 | | 23,376,623 | $ | 187,119 |
3/12/14 | | 15,584,415 | $ | 123,641 |
6/12/14 | | 12,499,594 | $ | 103,142 |
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On April 10, 2014, Mr. Deitsch accepted a total of 50,000,000 shares of the Company’s restricted common stock as a repayment to discharge $100,000 of his outstanding loan to the Company (See note 5). The shares were valued at the note payable amount due to the fact that it was a related party transaction. |
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Following the agreements with Coventry Enterprises, LLC (see Note 6) for $80,000, Coventry made the following conversions for a total of 15,119,481 shares of the company’s restricted stock during the first quarter of 2013 satisfying the notes in full and recorded a loss of $65,039 (See Note 6): |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
1/21/13 | | 4,032,258 | $ | 37,619 |
2/11/13 | | 5,405,405 | $ | 42,510 |
3/20/13 | | 5,681,818 | $ | 40,414 |
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Following the agreement with Coventry Enterprises, LLC (see Note 6) for $88,500, Coventry made the following conversions for a total of 31,416,845 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full: |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
4/17/13 | | 7,133,333 | $ | 49,586 |
5/16/13 | | 11,101,694 | $ | 64,930 |
6/12/13 | | 13,181,818 | $ | 70,130 |
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Following the agreement with Coventry Enterprises, LLC (see Note 6) for $60,000, Coventry made the conversion for a total of 27,272,727 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full with a fair value of $167,495. The Company recorded a loss of $2,200 (See note 6). |
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Following the agreement with Coventry Enterprises, LLC (see Note 6) for $20,000, Coventry made the conversion for a total of 8,810,572 shares of the company’s restricted stock during September 2013 satisfying the notes in full with a fair value of $188,747. |
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During June and August, 2013, one of the convertible Notes holders made the following conversions of a total of 34,254,004 shares of the company’s restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion (See Note 6). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
6/25/13 | | 22,058,882 | $ | 188,352 |
8/30/13 | | 12,195,122 | $ | 129,039 |
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During August and September, 2013, $150,000 of the convertible notes were assigned to third parties in the form bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Immediately following the assignments, the conversions for a total of 64,052,862 shares of the company’s restricted stock were made as followings in satisfying the notes of $150,000 at the fair value of $475,519(See Note 6). |
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Date | | Number of | | Fair Value of |
shares converted | Debt Converted |
8/28/13 | | 22,026,431 | $ | 167,493 |
9/3/13 | | 20,000,000 | $ | 163,909 |
9/4/13 | | 22,026,431 | $ | 144,117 |
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On September 16, 2013, one of the non-related party promissory note holders accepted a total of 8,472,750 shares of the Company’s restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 with the Company (See note 6). The Company recorded a loss of $90,971 on the settlement date. |
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On November 25, 2013, one of the non-related party promissory note holders accepted a total of 4,360,000 shares of the Company’s restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,956 with the Company (See note 6). The Company recorded a loss of $28,444 on the settlement date. |
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During September, 2013, Mr. Harold H. Rumph (ReceptoPharm’s CEO) accepted 14,800,000 shares of the Company’s restricted common stock as a repayment to discharge $37,000 of his accrued salary to the Company(See Note 4). |
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During June and September, 2013, Mr. Deitsch (Our CEO) accepted a total of 50,000,000 shares of the Company’s restricted common stock as a repayment to discharge $162,500 of his outstanding loan to the Company (See note 5). |
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During August and September, 2013, the Company issued 3,000,000 shares of the company’s restricted stock to settle the outstanding accounts payable in aggregate of $38,528 with two vendors. The shares were valued at $0.018 per share. The Company recorded a loss of $15,472 (See Note 4). |
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During September, 2013, the Company issued 25,000,000 shares of the company’s restricted stock and 25,000,000 warrants to purchase stock at an exercise price of $0.030 to settle the outstanding accounts payable of $112,621. The shares were valued at $0.015 per share. The Company recorded a loss of $505,525(See Note 4). |