Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 20-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Intelligent Living Inc. | ' |
Entity Central Index Key | '0001141673 | ' |
Amendment Flag | 'true | ' |
Amendment Description | ' | ' |
EXPLANATORY NOTE | ||
Intelligent Living Inc. (which may be referred to as the "Company," "we," "us," or "our") filed its Quarterly Report on Form 10-Q for the period ended March 31, 2014 with the U.S. Securities and Exchange Commission (the "SEC") on May 20, 2014 (the "Original Filing"). The Original Filing inadvertently excluded the XBLR files as exhibits. We are filing Amendment No. 1 to the Form 10-Q for the period ended March 31, 2014 to correct this ministerial error. In addition, in the Form 10-Q as originally filed on May 20, 2014, an edit to the presentation of the statement of cash flows was inadvertently omitted. | ||
This Amendment No. 1 to the Form 10-Q for the period ended March 31, 2014 contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2. No attempt has been made in this Amendment No. 1 to the Form 10-Q for the period ended March 31, 2014 to modify or update the other disclosures presented in the Original Filing and this Amendment No. 1 does not reflect events occurring after the Original Filing. Accordingly, this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2014 should be read in conjunction with our other filings with the SEC. | ||
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 1,579,770,394 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
CURRENT ASSETS: | ' | ' | |
Cash | $10,122 | $85,695 | [1] |
Inventory | 2,509 | ' | [1] |
Total Current Assets | 12,631 | 85,695 | [1] |
OTHER ASSETS: | ' | ' | |
Property and equipment, net | 145,479 | 102,281 | [1] |
Intangible assets, net | 1,531,455 | 1,507,042 | [1] |
Total Assets | 1,689,565 | 1,695,018 | [1] |
CURRENT LIABILITIES: | ' | ' | |
Accounts payable and accrued liabilities | 378,884 | 350,819 | [1] |
Accrued salaries | 136,000 | 216,000 | [1] |
Notes payable, current portion, net of discounts and premiums | 769,904 | 923,439 | [1] |
Derivative liability | 5,531,933 | 951,267 | [1] |
Total current liabilities | 6,816,721 | 2,441,524 | [1] |
LONG TERM LIABILITIES: | ' | ' | |
Long term notes payable | 1,338,961 | 1,274,782 | [1] |
Total Liabilities | 8,155,682 | 3,716,306 | [1] |
Stockholders' Deficit | ' | ' | |
Common stock ($.001 par value; 6,000,000,000 shares authorized; 1,333,291,304 and 683,157,893 issued and shares outstanding, respectively) | 1,333,291 | 683,157 | [1] |
Additional paid in capital | 3,098,923 | 3,091,960 | [1] |
Accumulated deficit | -10,994,403 | -5,798,405 | [1] |
Total stockholders' Deficit | -6,466,117 | -2,021,288 | [1] |
Total Liabilities and Stockholders' Deficit | 1,689,565 | 1,695,018 | [1] |
Convertible Preferred Stock [Member] | ' | ' | |
Stockholders' Deficit | ' | ' | |
Convertible preferred stock 20,000,000 shares | ' | ' | [1] |
Series A Preferred Stock [Member] | ' | ' | |
Stockholders' Deficit | ' | ' | |
Convertible preferred stock 20,000,000 shares | 72 | ' | [1] |
Series B Preferred Stock [Member] | ' | ' | |
Stockholders' Deficit | ' | ' | |
Convertible preferred stock 20,000,000 shares | $96,000 | ' | [1] |
[1] | (1) Derived from audited financial statements |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 1,333,291,304 | 683,157,893 |
Common stock, shares outstanding | 1,333,291,304 | 683,157,893 |
Series A Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares issued | 720,000 | 720,000 |
Convertible preferred stock, shares outstanding | 720,000 | 720,000 |
Series B Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | $1 | $1 |
Convertible preferred stock, shares issued | 96,000 | 96,000 |
Convertible preferred stock, shares outstanding | 96,000 | 96,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Statements Of Operations [Abstract] | ' | ' |
Sales | $32,267 | ' |
Cost of sales | 15,703 | ' |
Gross profit | 16,564 | ' |
Operating expenses: | ' | ' |
Sales, general and administrative expense | 409,772 | 31,212 |
Amortization expense | 181,790 | ' |
Total operating expenses | 591,562 | 31,212 |
Loss from operations | -574,998 | ' |
Other expense: | ' | ' |
Loss on change in derivative liability | -4,580,666 | ' |
Interest expense | -40,334 | ' |
Total other expense: | -4,621,000 | ' |
Loss from continuing operations | -5,195,998 | ' |
Discontinued operations: | ' | ' |
Loss from operations of discontinued Feel Golf division | ' | -103,676 |
Net income before taxes | -5,195,998 | -134,888 |
Provision for income taxes | ' | -17 |
Net loss | ($5,195,998) | ($134,905) |
Earnings per share of common stock : | ' | ' |
Fully diluted | ($0.01) | $0 |
Basic | ($0.01) | $0 |
Weighted average number of shares outstanding: | ' | ' |
Fully diluted | 1,001,174,728 | 139,330,593 |
Basic | 1,001,174,728 | 139,330,593 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Cash Used in Operating Activities | ($123,273) | ($28,076) |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Capitalized software expense | -49,300 | ' |
Net Cash Used in Investing Activities | -49,300 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Repayment of related party payable | ' | -46,756 |
Proceeds from related party notes payable | ' | 34,306 |
Repayment of notes payable | -13,000 | -10,870 |
Proceeds from notes payable | 110,000 | 100,000 |
Net Cash Provided by Financing Activities | 97,000 | 76,680 |
NET INCREASE (DECREASE) IN CASH | -75,573 | 48,604 |
CASH AT BEGINNING OF PERIOD | 85,695 | 11,145 |
CASH AT END OF PERIOD | $10,122 | $59,749 |
Nature_of_Organization_and_Sig
Nature of Organization and Significant Accounting Policies | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Nature of Organization and Significant Accounting Policies [Abstract] | ' | ||||||||||||
NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
NOTE 1 – NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
Nature of Business | |||||||||||||
Feel Golf Co., Inc. (the "Prior Company") was incorporated on February 14, 2000 under the laws of the State of California in the United States of America. The Company designed, manufactured, and conducted international marketing and sales of its golf clubs and golf club grips. On April 5, 2013, the Company (or “FGC”) acquired Intelligent Living Inc., a Florida corporation (ILI), for the transfer of all of the issued and outstanding capital stock of ILI owned by the Shareholders, in exchange for the Acquisition Consideration. FGC issued 35,714,286 shares of its common stock (18.6% of the common stock outstanding at the transaction date) for all of the issued and outstanding capital stock of ILI, thereby making ILI a wholly-owned subsidiary of FGC. See Note 4. Concurrently, FGC changed its name to Intelligent Living Inc. | |||||||||||||
On or about March 21, 2013 the Company redeemed 2,148,200 preferred shares held by former officers Otterbach, Worrell, and Cottingham. | |||||||||||||
Up until April 5, 2013, the Miller Family Trust with Lee Miller as their Trustee, held the majority voting power in the Company. The Trust held 4,680,000 of Class “A” Preferred Shares and the Miller Family Trustee agreed to retire 4,673,400 shares of their Class “A” Preferred held in the Company. The Miller Family Trust retained 6,600 of the Class “A” Preferred and concurrently agreed to convert the 6,600 balance of the Class “A” Preferred Shares (500:1 conversion) into 3,300,000 common shares in the Company. In turn, the Company's new Board of Directors agreed in consideration and for the retirement of the Miller Family Trust Class “A” Preferred shares, to sell certain golf related assets and certain liabilities to a newly formed private corporation, called Feel Golf Products, Inc. Concurrent with this transaction, the Company changed its name to Intelligent Living Inc. | |||||||||||||
Intelligent Living Inc. (the "Company") was incorporated on March 25, 2011 under the laws of the State of Florida in the United States of America. On August 12, 2013, the Company re-domiciled in the State of Nevada. The Company is a health and wellness holding company that specializes in the acquisition and integration of internet and web based technologies, hosting and cloud based infrastructure services, e-Commerce, and nutraceuticals based products. We provide nutraceuticals products, wellness products and services, and create mobile and digital health apps, cognitive exercise and brain games as well as platforms for emerging demand markets and other value creation opportunities all relating to our core values. Some of our brands include: Mind360games.com, DrLarryDirect.com, Social420.com and Provectus IT. | |||||||||||||
Basis of Presentation | |||||||||||||
The accompanying consolidated financial statements are prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. | |||||||||||||
Year-End | |||||||||||||
The Company has selected December 31 as its year end. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
For purposes of the balance sheets and cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. | |||||||||||||
Concentrations of Risk | |||||||||||||
The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000 USD. At March 31, 2014, the Company’s bank deposits did not exceed the insured amount. | |||||||||||||
Basis of Consolidation | |||||||||||||
The consolidated financial statements for the three months ended March 31, 2014 include the operations of the Company and its wholly-owned subsidiaries, Intelligent Living Inc. and Health and Beyond, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
Trade Accounts Receivable | |||||||||||||
The Company does not currently carry trade accounts receivable. The allowance for doubtful accounts totaled $0 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||||
Inventory | |||||||||||||
Inventory is valued at the lower of cost or market, on an average cost basis. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment is located at the Company's headquarters in Miami, FL and is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, beginning on the date that the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||
Description | Useful Lives | ||||||||||||
Computer hardware | 3-7 years | ||||||||||||
Computer software | 3-5 years | ||||||||||||
Furniture and Office Equipment | 7 years | ||||||||||||
Production Equipment | 7 years | ||||||||||||
Leasehold improvements | 10 years | ||||||||||||
Website Development | |||||||||||||
The Company capitalizes the costs associated with the development of its websites. Other costs related to the maintenance of the website are expensed as incurred. Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes. | |||||||||||||
Valuation of Long-Lived Assets | |||||||||||||
Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. | |||||||||||||
Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of March 31, 2014, management does not believe any of the Company’s long-lived assets require impairment. | |||||||||||||
Valuation of Long-Lived Assets (continued) | |||||||||||||
Below is a table identifying the intangible assets subject to amortization and estimated amortization over the next two years and thereafter. At March 31, 2014, management determined that the remaining net book value of its purchased patents, copyrights, and Intellectual property related to the Intelligent Living, and Mind360 acquisitions should be valued as follows: | |||||||||||||
Original values of Intangible assets | |||||||||||||
Purchased patents, copyrights and IP Intelligent Living | $ | 464,788 | |||||||||||
Purchased patents, copyrights and IP Mind360 | $ | 916,667 | |||||||||||
Purchased IP, Health & Beyond | $ | 150,000 | |||||||||||
Estimated future amortization (years) | 1 - 3 years | ||||||||||||
To-date accumulated amortization | $ | 175,587 | |||||||||||
Fair Value of Financial Instruments | |||||||||||||
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||
Level 3-Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | |||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2014 | |||||||||||||
Assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2014: | |||||||||||||
Recurring: | Level 1 | Level 2 | Level 3 | ||||||||||
Derivative liability | $ | - | $ | - | $ | 5,531,933 | |||||||
Total | $ | - | $ | - | $ | 5,531,933 | |||||||
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. | |||||||||||||
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are 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. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair value of free standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model. | |||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value as their fair value were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are 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. | |||||||||||||
Balance of derivative liabilities at December 31, 2013 | $ | 951,267 | |||||||||||
Change in fair value | 4,580,666 | ||||||||||||
Balance of derivative liabilities at March 31, 2014 | $ | 5,531,933 | |||||||||||
Revenue Recognition | |||||||||||||
In accordance with ASC 605, the Company recognizes revenues from the sale of its products when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the amount due is reasonably assured. | |||||||||||||
Shipping and Handling Costs | |||||||||||||
Shipping and handling costs billed to the customer are classified in revenues. Such costs incurred to ship our products are included in cost of sales. | |||||||||||||
Advertising Costs | |||||||||||||
The Company expenses the costs of advertising as advertising is normally in short-term publications. Total advertising costs for the three months ended 2014 and 2013 were $5,546 and $0, respectively, from continuing operations. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company follows the provisions of ASC 718, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Sholes pricing model for determining the fair value of stock based compensation. | |||||||||||||
Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier, in accordance with ASC 505-50. | |||||||||||||
Software Development Costs | |||||||||||||
Capitalization of software development costs for products to be sold to third parties begins upon the establishment of technological feasibility and ceases when the product is available for general release. As a result of the Company’s practice of releasing source code that it has developed on a weekly basis for unrestricted download on the Internet, there is generally no passage of time between achievement of technological feasibility and the availability of the Company’s product for general release. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |||||||||||||
In July 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification, and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. | |||||||||||||
The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. | |||||||||||||
Basic and Diluted Net Income (Loss) per Share | |||||||||||||
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. | |||||||||||||
Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive. | |||||||||||||
The Company’s common stock equivalents include the following: | |||||||||||||
March 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Shares for convertible promissory notes | 1,839,748,874 | 3,705,486,960 | |||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. | |||||||||||||
Convertible Debt Instruments | |||||||||||||
The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. | |||||||||||||
Derivative Instruments | |||||||||||||
The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. | |||||||||||||
We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Going Concern [Abstract] | ' |
GOING CONCERN | ' |
NOTE 2 - GOING CONCERN | |
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the three months ended March 31, 2014, the Company realized an operating loss of $574,998, and had a working capital deficit and stockholders’ deficit of $6,803,770 and $10,992,526, respectively, as of March 31, 2014. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from investors and/or revenue sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 3 – PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture & Office Equipment | $ | 601 | $ | 101 | |||||
Capitalized software development costs | 151,081 | 101,781 | |||||||
Total Property and Equipment | 151,682 | 102,281 | |||||||
Less: Accumulated Depreciation/Amortization | (6,203 | ) | - | ||||||
Net Property and Equipment | $ | 145,479 | $ | 102,281 | |||||
The Company entered into a Software Development Agreement on May 6, 2013 with ScheduleMorePatients LLC, (Developer), a Montana limited liability company. The Developer will develop a software platform for the Company in the amount of $80,000 to develop electronic medical records software. The company and developer have agreed on a payment plan of $5,000 for the first nine (9) months and $25,000 for the 7th and 8th month thereafter. The software is to be incorporated into the business model and utilized by the physicians in conjunction with the hormone treatment therapy treatments. | |||||||||
Depreciation and amortization expense for the three months ended March 31, 2014 and 2013 was $181,790 and $21,310 respectively. Depreciation expense for the three months ended March 31, 2013 is included as part of discontinued operations. |
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisitions [Abstract] | ' | ||||
ACQUISITIONS | ' | ||||
Note 4 - ACQUISITIONS | |||||
Acquisition of Health and Beyond, LLC | |||||
On January 4, 2014, Intelligent Living Inc. (“Buyer”) entered into an Asset Acquisition Agreement with Health and Beyond LLC (“Seller”), a Florida corporation. The Agreement calls for Intelligent Living to pay $200,000 to Health and Beyond for the assets, payable as follows: | |||||
Promissory note | $ | 100,000 | |||
Issuance of 35 million shares of common stock | 21,000 | ||||
Accounts payable | 79,000 | ||||
$ | 200,000 | ||||
The $100,000 promissory note is in the form of a Revenue Assignment Agreement in which the Company will pay down the note using the proceeds from the revenues earned from the Health and Beyond assets acquired. | |||||
The 35,000,000 restricted common shares issued were valued at $0.0006 per share, the fair market value on the date of the transaction. | |||||
In addition to the above consideration, the Company entered into a Royalty Agreement with the seller, whereby we will pay the seller not less than 10% on any formulary product delivered , 20% for any special products delivered and $30 for any test kit processed under the Health and Beyond label. | |||||
The Company also entered into a 5 year employment agreement with Dr. Larry LeGunn for a salary of $96,000 per year to become the VP, Alternative Medicine and President of Health and Beyond Nutra Company Inc. | |||||
The intellectual assets purchased under the Agreement comprise the following: | |||||
1. | Formulary Assets: Pressure Norm, Advanced HCG, Heart Helper, Neuroease, Metal Tox, Sweet Dreams, Gastric LG, Arthro Assist, Cranberine, Betaine HCL, Multi-mineral complex without Iron, Bi-Carb, Pycnogenol, Chrom mate, Hepato Thera, Theragest, Magnesium Chelate, Alpha Ketoglutaric Acid, Pyridoxal 5 phosphate, Calcium Citrate, Antioxthera Pack, Borage Oil, and Ester C Bio. | ||||
2. | Specialty Assets: Oxy Cell, Oxy colonease, Dermis, Osseo, Allergen, Canderill, Climateric, Perk up, Relax, Focal Point, Happy Go Lucky, Immunostat, Prostical, Thyrocal, Circulase, Diabtrol, and Flora. | ||||
The Company accounted for the acquisition utilizing the purchase method of accounting in accordance with ASC 805 “Business Combinations”. The Company is the acquirer for accounting purposes and Intelligent Living Inc. is the acquired Company. | |||||
The net purchase price, including acquisition costs paid by the Company, was allocated to assets acquired on the records of ILIV as follows: | |||||
Intangible asset | $ | 200,000 | |||
Purchase price | $ | 200,000 | |||
Acquisition of Mind360 | |||||
On July 16, 2013, the Company modified its acquisition agreement with New Castle County Services, Inc. (“NCCS”), a Delaware corporation, for the purchase of all assets related to cognitive brain training games websites and blog (including the website Mind360.com). Originally, as consideration for the acquisition of the assets, the Company was to pay $150,000 in cash to NCCS, no later than November 14, 2014 and to deliver to NCCS a promissory note in the amount of $850,000. The Company and NCCS subsequently agreed that the Company will issue to NCCS 50,000,000 million shares of its common stock in exchange for $50,000 of the $150,000 that was due to be paid in cash. Various payments of cash were made throughout the year totaling $50,000. The balance of cash due as of December 31, 2013 is $50,000. | |||||
The Company accounted for the acquisition utilizing the acquisition method of accounting in accordance with ASC 805 "Business Combinations". | |||||
The net purchase price, including acquisition costs paid by the Company, was allocated to the intangible assets acquired from NCCS: | |||||
Intangible asset (Mind360 website) | 1,000,000 | ||||
Purchase price | $ | 1,000,000 | |||
Acquisition of Intelligent Living | |||||
On April 5, 2013, the shareholders of Intelligent Living Inc. (ILIV), a Florida corporation, entered into an acquisition agreement with Feel Golf Company, Inc. (the Company)., for the transfer of all of the issued and outstanding capital stock of Intelligent Living, in exchange for 35,714,286 shares of the Company’s common stock representing consideration of $500,000 based on the closing price of the Company’s common stock. | |||||
Effective April 5, 2013, ILIV became a wholly owned subsidiary of the Company. | |||||
The Company accounted for the acquisition utilizing the acquisition method of accounting in accordance with ASC 805 "Business Combinations". The Company is the acquirer for accounting purposes and Intelligent Living, Inc. is the acquired Company. | |||||
The net purchase price, including acquisition costs paid by the Company, was allocated to intangible assets acquired on the records of ILIV as follows: | |||||
Intangible asset (Software Platform) | $ | 507,042 | |||
Purchase price | $ | 507,042 | |||
Intelligent Living had no other assets or liabilities on the date of acquisition. |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
INTANGIBLE ASSETS | ' | ||||||||
NOTE 5 - INTANGIBLE ASSETS | |||||||||
Intangible assets consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Mind360 Studios (Note 4) | $ | 1,000,000 | $ | 1,000,000 | |||||
Intelligent Living (Note 4) | 507,042 | 507,042 | |||||||
Health and Beyond (Note 4) | 200,000 | - | |||||||
Total intangible assets | $ | 1,707,042 | $ | 1,507,042 | |||||
Less: Accumulated Amortization | (175,587 | ) | - | ||||||
Net Property and Equipment | $ | 1,531,455 | $ | 1,507,042 | |||||
The Company is amortizing the above assets over a useful life of from one to five years. The Company determined that the future cash flows to be provided from these assets exceed the carrying amount as of March 31, 2014 and therefore determined that no impairment charge was necessary as of March 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 6 – RELATED PARTY TRANSACTIONS | |
As of March 31, 2014, accrued but unpaid compensation payable to the Chief Executive Officer totals $20,000. | |
As of March 31, 2014, accrued but unpaid compensation payable to the President totals $19,000. | |
As of March 31, 2014, accrued but unpaid compensation payable to the Chief Strategy Officer is $25,000. | |
As of March 31, 2014, accrued but unpaid compensation payable to the Chief Medical Officer is $72,000. |
Convertible_Debentures
Convertible Debentures | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Convertible Debentures [Abstract] | ' | ||||||||
CONVERTIBLE DEBENTURES | ' | ||||||||
NOTE 7 – CONVERTIBLE DEBENTURES | |||||||||
On February 11, 2011, the Company entered into a convertible promissory note with Long Side Ventures (LSV) for $250,000. The note was convertible at the higher of a) 50% of the average of the five lowest closing prices for the Company’s stock during the previous 15 trading days or b) $0.0001. On September 18, 2012, LSV assigned portions of the debt to other note holders as follows: Arnold Goldin $25,000, Somesing $25,000 and R&T Sports Marketing $25,000. On January 31, 2013, LSV assigned $50,000 to Taconic Group. | |||||||||
The original note matured on December 31, 2012 and was in default as of December 31, 2013. Due to the default, the Company entered into an amendment and changed the conversion terms to $0.0001 effective January 29, 2013. On August 14, 2013, the conversion terms were reverted back to the original terms. As of March 31, 2014 the outstanding balance on the LSV portion of the note is $4,447; the Arnold Goldin portion is $12,450; the Somesing portion is $5,457; the R&T Sports Marketing portion is $0; and the Taconic portion is $24,909. | |||||||||
On January 31, 2013 the Company entered into a convertible note agreement with Taconic Group, LLC, (the “Holder”) for $20,000. The note bears interest at the rate of 15% per annum beginning January 31, 2013, and matures on January 31, 2015. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price of $.0001. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $20,000. | |||||||||
On February 21, 2013 the Company entered into a convertible note agreement with Long Side Ventures, LLC, (the “Holder”) for $5,000. The note bears interest at the rate of 10% per annum beginning February 21, 2013, and matures on February 21, 2015. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price of $.0001. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $5,000 | |||||||||
On March 7, 2013 the Company entered into a convertible note agreement with Michael A. Rogoff, an individual (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning March 1, 2013, and matures on March 1, 2015. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The note was purchased by Longside Ventures for $75,000. The additional $25,000 incurred has been recorded as an expense during the year ended December 31, 2013. The balance outstanding on the new note to Longside Ventures is $75,000 at March 31, 2014. | |||||||||
On March 7, 2013 the Company entered into a convertible note agreement with Marvin Neuman, an individual (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning March 1, 2013, and matures on March 1, 2015. The note is convertible at any time after thirty days, at the option of the Holder into the Company’s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The note was purchased by Longside Ventures for $75,000. The additional $25,000 incurred has been recorded as an expense during the year ended December 31, 2013. The balance outstanding on the new note to Longside Ventures is $75,000 at March 31, 2014. | |||||||||
On May 1, 2013 the Company entered into a convertible note agreement with Monbridge, Inc., (the “Holder”) for $150,000. The note bears interest at the rate of 15% per annum beginning May 1, 2013, and matures on May 1, 2014. The note is convertible, at the option of the Holder into the Company’s common stock at a Variable Conversion Price calculated at 40% times the market price. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The balance outstanding at March 31, 2014 is $54,006. | |||||||||
On May 10, 2013, the Company entered into an acquisition agreement with New Castle County Services, Inc., a Delaware corporation (“NCCS”) for the purchase of all assets relating to cognitive bran training games websites and blog (including the website Mind360.com). As consideration for the acquisition of the assets, the Company agreed pay $150,000 to NCCS, no later than November 10, 2014 and delivered to NCCS a promissory note in the amount of $850,000. The promissory note has a due date of May 1, 2016 and is convertible at NCCS’s option, into the Company’s common stock at the average trading prices for the common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. The principal balance outstanding at March 31, 2014 is $850,000. | |||||||||
On September 25, 2013 the Company entered into convertible note agreement with Pasquale Pascullo, an individual (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning September 25, 2013, and matures on September 25, 2015. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $50,000. | |||||||||
On November 12, 2013 the Company entered into a convertible note agreement with Michael A. Rogoff, an individual (the “Holder”) for $100,000. The note bears interest at the rate of 10% per annum beginning November 12, 2013, and matures on November 12, 2015. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $100,000. | |||||||||
On December 31, 2013 the Company entered into a convertible note agreement with Marvin Neuman, an individual (the “Holder”) for $75,000. The note bears interest at the rate of 10% per annum beginning December 31, 2013, and matures on December 31, 2015. The note is convertible at any time after thirty days, at the option of the Holder into the Company’s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $75,000. | |||||||||
On February 20, 2014 the Company entered into a convertible note agreement with Long Side Ventures, LLC, (the “Holder”) for $20,000. The note bears interest at the rate of 10% per annum beginning February 20, 2014, and matures on February 20, 2016. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company’s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $20,000. | |||||||||
On March 11, 2014 the Company entered into a convertible note agreement with R&T Sports Marketing Inc., a Florida corporation, (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning March 11, 2014, and matures on March 11, 2016. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company’s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $50,000. | |||||||||
On March 24, 2014 the Company entered into a convertible note agreement with Long Side Ventures, LLC, (the “Holder”) for $20,000. The note bears interest at the rate of 10% per annum beginning March 24, 2014, and matures on March 24, 2016. The note is convertible, at the option of the Holder into the Company’s common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company’s stock during the previous 20 trading days. The note may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the note. The principal balance outstanding at March 31, 2014 is $40,000. | |||||||||
A summary of our notes payable is as follows: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Long Side Ventures 15% convertible debenture | $ | 4,447 | $ | 87,116 | |||||
E-Lionheart Associates 7% convertible debenture | - | - | |||||||
E-Lionheart Associates 7% convertible debenture | - | - | |||||||
Arnold S. Goldin Inc 15% convertible debenture | 12,450 | 19,250 | |||||||
R&T Sports Marketing 15% convertible debenture | - | - | |||||||
Somesing LLC 15% convertible debenture | 5,457 | 14,207 | |||||||
Taconic Group LLC 15% convertible debenture | 24,909 | 40,366 | |||||||
Taconic Group LLC 15% convertible debenture | 20,000 | 20,000 | |||||||
Long Side Ventures 10% convertible debenture | 5,000 | 5,000 | |||||||
Monbridge Inc 15% convertible debenture | 54,006 | 150,000 | |||||||
Health & Beyond | 87,000 | - | |||||||
Notes payable - current portion | 213,269 | 335,939 | |||||||
Unamortized debt discount | (9,375 | ) | (12,500 | ) | |||||
Put Premium | 566,009 | 600,000 | |||||||
Net current notes payable | $ | 769,904 | $ | 923,439 | |||||
Long term: | |||||||||
New Castle County Services Inc 5% convertible debenture | 850,000 | 850,000 | |||||||
Pascullo 10% convertible debenture | 50,000 | 50,000 | |||||||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | |||||||
Michael Rogoff 10% convertible debenture | 100,000 | 100,000 | |||||||
Long Side Ventures | 20,000 | - | |||||||
R&T Sports Marketing | 50,000 | - | |||||||
Long Side Ventures | 40,000 | - | |||||||
Marvin Neumann 10% convertible debenture | 75,000 | 75,000 | |||||||
R&T DPA Blulife 7% convertible debenture | 3,961 | 49,782 | |||||||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | |||||||
Notes payable - long term | 1,338,961 | 1,274,782 | |||||||
Total notes payable | $ | 2,108,865 | $ | 2,198,221 | |||||
The Company recorded derivative liabilities as follows: | |||||||||
Ending | Ending | ||||||||
Liability at | Liability at | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long Side Ventures 250k | $ | 257,007 | 370,377 | ||||||
Arnold Goldin 25k | 33,694 | 141,076 | |||||||
Somesing LLC 25k | 18,613 | 32,416 | |||||||
R&T Sports Marketing 25k | - | 1,272 | |||||||
Taconic Group LLC 50k | 2,784,054 | 254,408 | |||||||
Taconic Group LLC 20k | 1,975,328 | 122,883 | |||||||
Long Side Ventures 5k | 463,237 | 28,835 | |||||||
$ | 5,531,933 | $ | 951,267 | ||||||
The Company recorded put premium expense during the three months ended March, 31, 2014 as follows: | |||||||||
March 31, | |||||||||
2014 | |||||||||
Long Side Ventures | 20,000 | ||||||||
R&T Sports Marketing Inc. | 50,000 | ||||||||
Long Side Ventures | 40,000 | ||||||||
$ | 110,000 | ||||||||
The Company recorded debt discount as follows: | |||||||||
March 31, | |||||||||
2014 | |||||||||
Beginning Balance | $ | 12,500 | |||||||
Accumulated Amortization Expense | (3,125 | ) | |||||||
Unamortized balance at December 31, 2013 | $ | 9,375 |
Derivative_Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2014 | |
Derivative Liability [Abstract] | ' |
DERIVATIVE LIABILITY | ' |
NOTE 8 – DERIVATIVE LIABILITY | |
Derivative Liability | |
At March 31, 2014 and December 31, 2013, the Company had $5,531,933 and $951,267 in derivative liability pertaining to the outstanding convertible notes. Due to the issuance of a convertible note that was convertible at a percentage of the market price the Company could not determine if it had sufficient authorized shares. Therefore, the Company calculates the derivative liability using the Black Sholes Model which takes into consideration the stock price on the issuance date, the exercise price with discount to market conversion rate, stock volatility, expected life of the note, risk-free rate, annual rate of quarterly dividends call option value and put option value. The material increase in the derivative liability recorded at March 31, 2014 was primarily due to the dramatic increase in the Company’s stock price from December 31, 2013. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Stockholders' Equity (Deficit) [Abstract] | ' | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ||
NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Preferred Stock | |||
On March 10, 2010, the Company authorized the creation of Series A Preferred Stock. The Company was authorized to issue 10,000,000 shares of its Series A Preferred stock at a par value of $0.0001 per share. The Series A Preferred Stock have the following rights and provisions: | |||
Voting: Holders of the Series A Preferred Stock have three hundred and fifty times the number of votes on all matters submitted to the shareholders that is equal to the number of share of Common Stock into which such holder’s shared of Series A Preferred Stock are then convertible. | |||
Conversion: The shares of Series A Preferred Stock are convertible into shares of the Company’s Common Stock at the rate of 500 shares of Common Stock for each share of Series A Preferred Stock. | |||
Liquidation Preference: The holders of the Series A Preferred Stock are entitled to receive five times the sum of assets or earnings available for distribution available for distribution to common stock holders. | |||
Dividends: None | |||
On or about March 21, 2013, the company redeemed 2,148,200 preferred shares held by former officers Otterbach, Worrell, and Cottingham with 1,124,000, 1,014,000, and 10,200, respectively, for agreed to consideration totaling $11,000. | |||
As of March 31 2013, there remained 4,680,000 preferred shares outstanding (see Note 1 regarding retirement of the Company’s remaining outstanding Class A Preferred shares). | |||
On April 5, 2013, under the terms of the Asset Purchase Agreement described in Note 1 above, all remaining issued and outstanding preferred stock of Feel Golf Company, Inc. was redeemed and/or converted by its former officer and shareholder. | |||
On January 7, 2014, in lieu of $72,000 of accrued salary due to our CEO, the Company issued 720,000 shares of Series A preferred stock, valued at $7,200. The remaining balance of $64,800 was forgiven by our CEO, and credited to paid in capital. | |||
On February 25, 2014, the Company authorized the creation of Series B 7% Royalty Interest Participating Preferred Stock (the “Series B Preferred Stock”). The Company was authorized to issue 96,000 shares of its Series B Preferred stock at a par value of $1.00 per share. The Series B Preferred Stock have the following rights and provisions: | |||
Royalty Payments: Holders of the Series B Preferred Stock shall be entitled to receive, prior to and senior to any series of Preferred Stock, Notes or other obligations of the Company, recurring royalty payments, calculated and payable monthly, derived from the net sales of the company on all current and future subsidiaries. | |||
Voting: Each share of the Series B Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. | |||
Liquidation Preference: Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B 7% Royalty Interest Participating Preferred Stock unless, prior thereto, the holders of shares of Series B 7% Royalty Interest Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series B 7% Royalty Interest Participating Preferred Stock, plus an amount equal to accrued and unpaid royalties, dividends and distributions thereon, whether or not declared, to the date of such payment. | |||
Dividends: the holders of shares of Series B 7% Royalty Interest Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year. | |||
Conversion: None | |||
Effective February 25, 2014, the Board of Directors of Intelligent Living agreed to issue Preferred Stock of its Series B 7% Royalty Interest Participating Preferred Stock with a par value of $1.00 to certain Officers and Directors: | |||
Paul Favata | 56,000 Preferred B Shares | ||
L. Joshua Eikov | 40,000 Preferred B Shares | ||
The Preferred Shares were issued in consideration of services provided by Paul Favata from June 2013 through December 2013, and L. Joshua Eikov from September 2013 through December 2013. | |||
2014 Issuances of common stock are below: | |||
On multiple dates during Q1 2014, the Company issued 546,654,620 shares of common stock to convert a total of $287,790 of convertible debentures at the conversion price per the respective agreements. | |||
In January, 2014 the Company issued 35,000,000 shares of common stock pursuant to an asset acquisition agreement with Health and Beyond, LLC, valued at $21,000, the fair value of the shares on the date of issuance. | |||
On multiple dates during Q1 2014, the Company issued 5,888,180 shares to officers of the Company per the terms of their employment agreements, valued at $172,333, the fair value of the shares at the time of their issuances. | |||
On multiple dates during Q1 2014, the Company issued 62,886,792 shares to various vendors for services render to the Company, valued at $126,500, the fair value of the shares at the time of their issuances. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations [Abstract] | ' | ||||||||
DISCONTINUED OPERATIONS | ' | ||||||||
NOTE 10 – DISCONTINUED OPERATIONS | |||||||||
Up until April 5, 2013, the Miller Family Trust with Lee Miller as their Trustee, held the majority voting power in the Company. The Trust held 4,680,000 of Class A Preferred Shares and the Miller Family Trustee agreed to retire 4,673,400 shares of their Class “A” Preferred held in the Company. The Miller Family Trust retained 6,600 of the Class A Preferred and concurrently agreed to convert the 6,600 balance of the Class A Preferred Shares (500:1 conversion) into 3,300,000 common shares in the Company. In turn, the Company's new Board of Directors agreed in consideration and for the retirement of the Miller Family Trust Class A Preferred shares, to sell certain golf related assets and certain liabilities to a newly formed private corporation, called Feel Golf Products, Inc. Concurrent with this transaction, the Company changed its name to Intelligent Living Inc. | |||||||||
Results from operations from the discontinued Feel Golf business segment have been presented in our Consolidated Statement of Operations as discontinued operations. | |||||||||
The components of the result of discontinued operations for this division are as follows: | |||||||||
For the Three Months Ended | |||||||||
31-Mar | |||||||||
2014 | 2013 | ||||||||
Sales | $ | - | $ | 40,312 | |||||
Cost of sales | - | 23,328 | |||||||
Gross profit | - | 16,984 | |||||||
Operating expenses: | |||||||||
Sales, general and administrative expense | - | 54,300 | |||||||
Depreciation and amortization expense | - | 21,310 | |||||||
Total operating expenses | - | 75,520 | |||||||
Loss from operations | - | (58,626 | ) | ||||||
Other income (expenses): | |||||||||
Other expense | - | (13,261 | ) | ||||||
Interest expense | - | (31,789 | ) | ||||||
Total other income (expense): | - | (45,050 | ) | ||||||
Loss from discontinued operations | $ | - | $ | (103,676 | ) |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
COMMITMENTS & CONTINGENCIES | ' | ||||
NOTE 11 - COMMITMENTS & CONTINGENCIES | |||||
Operating Leases | |||||
On June 10, 2013, the Company entered into a twelve month lease agreement with Regus Virtual Office in Miami, Florida. | |||||
The following table summarizes the Company’s lease payments under operating lease agreements for the year subsequent to December 31, 2013: | |||||
Years ended | |||||
31-Dec-14 | $ | 1,494 | |||
31-Dec-15 | - | ||||
31-Dec-16 | - | ||||
December 31, 2017 and thereafter | - | ||||
Total | $ | 1,494 | |||
The Company recognizes lease expense on a straight-line basis over the life of the lease agreement. Total rent expense in continuing operations from operating lease agreements was $5,623 and $47,650 for the three months ended March 31, 2014, and March 31, 2013, respectively. | |||||
Litigation | |||||
The Company may be involved from time to time in ordinary litigation that may or may not have a material effect on its operations or finances. | |||||
The Company recently settled, for $25,000, litigation commenced on October 11, 2012 against the Company and the Company's officers and directors in their capacity for an alleged patent telescopic shaft infringement commenced by the Seller of Pro Line Sports, aka Igotcha Holdings. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
On April 7, 2014, the Company entered into a securities purchase agreement with Arnold S. Goldin, Inc. a Florida corporation (the “Holder”), for the purchase and sale of $50,000 of its convertible notes. (“Notes”). The Notes bear interest at the rate of 10% per annum beginning as of April 7, 2014, and mature on April 7, 2016. | |
On April 7, 2014, the Company entered into a securities purchase agreement with Somesing LLC, a Florida limited liability company (the “Holder”), for the purchase and sale of $50,000 of its convertible notes. (“Notes”). The Notes bear interest at the rate of 10% per annum beginning as of April 7, 2014, and mature on April 7, 2016. | |
The Notes are convertible, at the option of the Holder into the Company’s common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. The Notes may be redeemed by the Company at any time prior to maturity with notice to the Holder, and payment of a premium of 150% on the unpaid principal and interest amount of the Notes. In addition the Notes and related securities purchase agreement contain representations, warranties and covenants that are customary for financings of this type. | |
On April 22, 2014 the Company appointed Mark B. Lucky as its Chief Financial Officer. | |
On April 25, 2014, Intelligent Living Inc. completed the asset purchase(s) of Venturian Group, Inc. and A1 Perfect Solutions Inc. pursuant to separate Asset Purchase Agreements, dated as of April 25, 2014. As a result of this transaction, both assets now form a wholly-owned subsidiary of Intelligent Living called Provectus LLC. | |
Intelligent Living paid a total purchase price of $1,369,000 for Venturian Group, Inc. and $425,000 for A1 Perfect Solutions Inc. Results of operations for Provectus will be included in Intelligent Living’s consolidated financial statements from the date of acquisition. | |
Upon the completion of the asset purchases of Venturian Group and A1 Perfect Solutions Intelligent Living incurred a performance obligation on an acquisition financing loan amounting to $300,000, payable to a lender with an 18-month term at 18% interest relating to the financing of the asset acquisitions. | |
Proforma financial information related to the acquisitions of Venturian Group, Inc. and A1 Perfect Solutions Inc. are not currently available. | |
In accordance with ASC 855, Company management reviewed all material events through the date these financial statements were issued, and has determined that there are no additional material subsequent events to report. |
Nature_of_Organization_and_Sig1
Nature of Organization and Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Nature of Organization and Significant Accounting Policies [Abstract] | ' | ||||||||||||
Nature of Business | ' | ||||||||||||
Nature of Business | |||||||||||||
Feel Golf Co., Inc. (the "Prior Company") was incorporated on February 14, 2000 under the laws of the State of California in the United States of America. The Company designed, manufactured, and conducted international marketing and sales of its golf clubs and golf club grips. On April 5, 2013, the Company (or “FGC”) acquired Intelligent Living Inc., a Florida corporation (ILI), for the transfer of all of the issued and outstanding capital stock of ILI owned by the Shareholders, in exchange for the Acquisition Consideration. FGC issued 35,714,286 shares of its common stock (18.6% of the common stock outstanding at the transaction date) for all of the issued and outstanding capital stock of ILI, thereby making ILI a wholly-owned subsidiary of FGC. See Note 4. Concurrently, FGC changed its name to Intelligent Living Inc. | |||||||||||||
On or about March 21, 2013 the Company redeemed 2,148,200 preferred shares held by former officers Otterbach, Worrell, and Cottingham. | |||||||||||||
Up until April 5, 2013, the Miller Family Trust with Lee Miller as their Trustee, held the majority voting power in the Company. The Trust held 4,680,000 of Class “A” Preferred Shares and the Miller Family Trustee agreed to retire 4,673,400 shares of their Class “A” Preferred held in the Company. The Miller Family Trust retained 6,600 of the Class “A” Preferred and concurrently agreed to convert the 6,600 balance of the Class “A” Preferred Shares (500:1 conversion) into 3,300,000 common shares in the Company. In turn, the Company's new Board of Directors agreed in consideration and for the retirement of the Miller Family Trust Class “A” Preferred shares, to sell certain golf related assets and certain liabilities to a newly formed private corporation, called Feel Golf Products, Inc. Concurrent with this transaction, the Company changed its name to Intelligent Living Inc. | |||||||||||||
Intelligent Living Inc. (the "Company") was incorporated on March 25, 2011 under the laws of the State of Florida in the United States of America. On August 12, 2013, the Company re-domiciled in the State of Nevada. The Company is a health and wellness holding company that specializes in the acquisition and integration of internet and web based technologies, hosting and cloud based infrastructure services, e-Commerce, and nutraceuticals based products. We provide nutraceuticals products, wellness products and services, and create mobile and digital health apps, cognitive exercise and brain games as well as platforms for emerging demand markets and other value creation opportunities all relating to our core values. Some of our brands include: Mind360games.com, DrLarryDirect.com, Social420.com and Provectus IT. | |||||||||||||
Basis of Presentation | ' | ||||||||||||
Basis of Presentation | |||||||||||||
The accompanying consolidated financial statements are prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. | |||||||||||||
Year-End | ' | ||||||||||||
Year-End | |||||||||||||
The Company has selected December 31 as its year end. | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
Cash and Cash Equivalents | |||||||||||||
For purposes of the balance sheets and cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. | |||||||||||||
Concentrations of Risk | ' | ||||||||||||
Concentrations of Risk | |||||||||||||
The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000 USD. At March 31, 2014, the Company’s bank deposits did not exceed the insured amount. | |||||||||||||
Basis of Consolidation | ' | ||||||||||||
Basis of Consolidation | |||||||||||||
The consolidated financial statements for the three months ended March 31, 2014 include the operations of the Company and its wholly-owned subsidiaries, Intelligent Living Inc. and Health and Beyond, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
Trade Accounts Receivable | ' | ||||||||||||
Trade Accounts Receivable | |||||||||||||
The Company does not currently carry trade accounts receivable. The allowance for doubtful accounts totaled $0 as of March 31, 2014 and December 31, 2013, respectively. | |||||||||||||
Inventory | ' | ||||||||||||
Inventory | |||||||||||||
Inventory is valued at the lower of cost or market, on an average cost basis. | |||||||||||||
Property and Equipment | ' | ||||||||||||
Property and Equipment | |||||||||||||
Property and equipment is located at the Company's headquarters in Miami, FL and is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, beginning on the date that the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||
Description | Useful Lives | ||||||||||||
Computer hardware | 3-7 years | ||||||||||||
Computer software | 3-5 years | ||||||||||||
Furniture and Office Equipment | 7 years | ||||||||||||
Production Equipment | 7 years | ||||||||||||
Leasehold improvements | 10 years | ||||||||||||
Website Development | ' | ||||||||||||
Website Development | |||||||||||||
The Company capitalizes the costs associated with the development of its websites. Other costs related to the maintenance of the website are expensed as incurred. Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes. | |||||||||||||
Valuation of Long-Lived Assets | ' | ||||||||||||
Valuation of Long-Lived Assets | |||||||||||||
Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values. | |||||||||||||
Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of March 31, 2014, management does not believe any of the Company’s long-lived assets require impairment. | |||||||||||||
Below is a table identifying the intangible assets subject to amortization and estimated amortization over the next two years and thereafter. At March 31, 2014, management determined that the remaining net book value of its purchased patents, copyrights, and Intellectual property related to the Intelligent Living, and Mind360 acquisitions should be valued as follows: | |||||||||||||
Original values of Intangible assets | |||||||||||||
Purchased patents, copyrights and IP Intelligent Living | $ | 464,788 | |||||||||||
Purchased patents, copyrights and IP Mind360 | $ | 916,667 | |||||||||||
Purchased IP, Health & Beyond | $ | 150,000 | |||||||||||
Estimated future amortization (years) | 1 - 3 years | ||||||||||||
To-date accumulated amortization | $ | 175,587 | |||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
Fair Value of Financial Instruments | |||||||||||||
In accordance with ASC 820, the carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: | |||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |||||||||||||
Level 3-Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | |||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2014 | |||||||||||||
Assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2014: | |||||||||||||
Recurring: | Level 1 | Level 2 | Level 3 | ||||||||||
Derivative liability | $ | - | $ | - | $ | 5,531,933 | |||||||
Total | $ | - | $ | - | $ | 5,531,933 | |||||||
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. | |||||||||||||
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are 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. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair value of free standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model. | |||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value as their fair value were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are 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. | |||||||||||||
Balance of derivative liabilities at December 31, 2013 | $ | 951,267 | |||||||||||
Change in fair value | 4,580,666 | ||||||||||||
Balance of derivative liabilities at March 31, 2014 | $ | 5,531,933 | |||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
In accordance with ASC 605, the Company recognizes revenues from the sale of its products when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the amount due is reasonably assured. | |||||||||||||
Shipping and Handling Costs | ' | ||||||||||||
Shipping and Handling Costs | |||||||||||||
Shipping and handling costs billed to the customer are classified in revenues. Such costs incurred to ship our products are included in cost of sales. | |||||||||||||
Advertising Costs | ' | ||||||||||||
Advertising Costs | |||||||||||||
The Company expenses the costs of advertising as advertising is normally in short-term publications. Total advertising costs for the three months ended 2014 and 2013 were $5,546 and $0, respectively, from continuing operations. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
The Company follows the provisions of ASC 718, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Sholes pricing model for determining the fair value of stock based compensation. | |||||||||||||
Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier, in accordance with ASC 505-50. | |||||||||||||
Software Development Costs | ' | ||||||||||||
Software Development Costs | |||||||||||||
Capitalization of software development costs for products to be sold to third parties begins upon the establishment of technological feasibility and ceases when the product is available for general release. As a result of the Company’s practice of releasing source code that it has developed on a weekly basis for unrestricted download on the Internet, there is generally no passage of time between achievement of technological feasibility and the availability of the Company’s product for general release. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |||||||||||||
In July 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification, and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. | |||||||||||||
The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. | |||||||||||||
Basic and Diluted Net Loss per Share | ' | ||||||||||||
Basic and Diluted Net Income (Loss) per Share | |||||||||||||
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. | |||||||||||||
Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive. | |||||||||||||
The Company’s common stock equivalents include the following: | |||||||||||||
March 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Shares for convertible promissory notes | 1,839,748,874 | 3,705,486,960 | |||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. | |||||||||||||
Convertible Debt Instruments | ' | ||||||||||||
Convertible Debt Instruments | |||||||||||||
The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. | |||||||||||||
Derivative Instruments | ' | ||||||||||||
Derivative Instruments | |||||||||||||
The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. | |||||||||||||
We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Nature_of_Organization_and_Sig2
Nature of Organization and Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Nature of Organization and Significant Accounting Policies [Abstract] | ' | ||||||||||||
Summary of depreciable lives of property and equipment | ' | ||||||||||||
Description | Useful Lives | ||||||||||||
Computer hardware | 3-7 years | ||||||||||||
Computer software | 3-5 years | ||||||||||||
Furniture and Office Equipment | 7 years | ||||||||||||
Production Equipment | 7 years | ||||||||||||
Leasehold improvements | 10 years | ||||||||||||
Summary of finite lived intangible assets subject to amortization expenses | ' | ||||||||||||
Original values of Intangible assets | |||||||||||||
Purchased patents, copyrights and IP Intelligent Living | $ | 464,788 | |||||||||||
Purchased patents, copyrights and IP Mind360 | $ | 916,667 | |||||||||||
Purchased IP, Health & Beyond | $ | 150,000 | |||||||||||
Estimated future amortization (years) | 1 - 3 years | ||||||||||||
To-date accumulated amortization | $ | 175,587 | |||||||||||
Summary of assets and liabilities measured at fair value on recurring and nonrecurring basis | ' | ||||||||||||
Assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2014: | |||||||||||||
Recurring: | Level 1 | Level 2 | Level 3 | ||||||||||
Derivative liability | $ | - | $ | - | $ | 5,531,933 | |||||||
Total | $ | - | $ | - | $ | 5,531,933 | |||||||
Summary of change in fair value of derivative liabilities | ' | ||||||||||||
Balance of derivative liabilities at December 31, 2013 | $ | 951,267 | |||||||||||
Change in fair value | 4,580,666 | ||||||||||||
Balance of derivative liabilities at March 31, 2014 | $ | 5,531,933 | |||||||||||
Schedule of antidilutive common stock equivalents | ' | ||||||||||||
March 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Shares for convertible promissory notes | 1,839,748,874 | 3,705,486,960 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Summary of property and equipment | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture & Office Equipment | $ 601 | $ 101 | |||||||
Capitalized software development costs | 151,081 | 101,781 | |||||||
Total Property and Equipment | 151,682 | 102,281 | |||||||
Less: Accumulated Depreciation/Amortization | -6,203 | - | |||||||
Net Property and Equipment | $ 145,479 | $ 102,281 | |||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Health and Beyond, LLC [Member] | ' | ||||
Indefinite-lived Intangible Assets [Line Items] | ' | ||||
Summary of net purchase price, including acquisition costs paid by the Company, was allocated to assets acquired | ' | ||||
Intangible asset | $ | 200,000 | |||
Purchase price | $ | 200,000 | |||
Summary of payable | ' | ||||
Promissory note | $ | 100,000 | |||
Issuance of 35 million shares of common stock | 21,000 | ||||
Accounts payable | 79,000 | ||||
$ | 200,000 | ||||
Mind360 website [Member] | ' | ||||
Indefinite-lived Intangible Assets [Line Items] | ' | ||||
Summary of net purchase price, including acquisition costs paid by the Company, was allocated to assets acquired | ' | ||||
Intangible asset (Mind360 website) | 1,000,000 | ||||
Purchase price | $ | 1,000,000 | |||
Software Platform [Member] | ' | ||||
Indefinite-lived Intangible Assets [Line Items] | ' | ||||
Summary of net purchase price, including acquisition costs paid by the Company, was allocated to assets acquired | ' | ||||
Intangible asset (Software Platform) | $ | 507,042 | |||
Purchase price | $ | 507,042 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
Schedule of Intangible assets | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Mind360 Studios (Note 4) | $ | 1,000,000 | $ | 1,000,000 | |||||
Intelligent Living (Note 4) | 507,042 | 507,042 | |||||||
Health and Beyond (Note 4) | 200,000 | - | |||||||
Total intangible assets | $ | 1,707,042 | $ | 1,507,042 | |||||
Less: Accumulated Amortization | (175,587 | ) | - | ||||||
Net Property and Equipment | $ | 1,531,455 | $ | 1,507,042 |
Convertible_Debentures_Tables
Convertible Debentures (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Convertible Debentures [Abstract] | ' | ||||
Schedule of convertible debt | ' | ||||
31-Mar-14 | 31-Dec-13 | ||||
Current: | |||||
Long Side Ventures 15% convertible debenture | $ 4,447 | $ 87,116 | |||
E-Lionheart Associates 7% convertible debenture | - | - | |||
E-Lionheart Associates 7% convertible debenture | - | - | |||
Arnold S. Goldin Inc 15% convertible debenture | 12,450 | 19,250 | |||
R&T Sports Marketing 15% convertible debenture | - | - | |||
Somesing LLC 15% convertible debenture | 5,457 | 14,207 | |||
Taconic Group LLC 15% convertible debenture | 24,909 | 40,366 | |||
Taconic Group LLC 15% convertible debenture | 20,000 | 20,000 | |||
Long Side Ventures 10% convertible debenture | 5,000 | 5,000 | |||
Monbridge Inc 15% convertible debenture | 54,006 | 150,000 | |||
Health & Beyond | 87,000 | - | |||
Notes payable - current portion | 213,269 | 335,939 | |||
Unamortized debt discount | -9,375 | -12,500 | |||
Put Premium | 566,009 | 600,000 | |||
Net current notes payable | $769,904 | $923,439 | |||
Long term: | |||||
New Castle County Services Inc 5% convertible debenture | 850,000 | 850,000 | |||
Pascullo 10% convertible debenture | 50,000 | 50,000 | |||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | |||
Michael Rogoff 10% convertible debenture | 100,000 | 100,000 | |||
Long Side Ventures | 20,000 | - | |||
R&T Sports Marketing | 50,000 | - | |||
Long Side Ventures | 40,000 | - | |||
Marvin Neumann 10% convertible debenture | 75,000 | 75,000 | |||
R&T DPA Blulife 7% convertible debenture | 3,961 | 49,782 | |||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | |||
Notes payable - long term | 1,338,961 | 1,274,782 | |||
Total notes payable | $2,108,865 | $2,198,221 | |||
Schedule of derivative liabilities | ' | ||||
Ending Liability at March 31, 2014 | Ending Liability at December 31, 2013 | ||||
Long Side Ventures 250k | $ 257,007 | 370,377 | |||
Arnold Goldin 25k | 33,694 | 141,076 | |||
Somesing LLC 25k | 18,613 | 32,416 | |||
R&T Sports Marketing 25k | - | 1,272 | |||
Taconic Group LLC 50k | 2,784,054 | 254,408 | |||
Taconic Group LLC 20k | 1,975,328 | 122,883 | |||
Long Side Ventures 5k | 463,237 | 28,835 | |||
$ 5,531,933 | $ 951,267 | ||||
Schedule of premium expense debenture | ' | ||||
31-Mar-14 | |||||
Long Side Ventures | 20,000 | ||||
R&T Sports Marketing Inc. | 50,000 | ||||
Long Side Ventures | 40,000 | ||||
$ 110,000 | |||||
Schedule of debt | ' | ||||
31-Mar-14 | |||||
Beginning Balance | $ 12,500 | ||||
Accumulated Amortization Expense | -3,125 | ||||
Unamortized balance at December 31, 2013 | $ 9,375 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations [Abstract] | ' | ||||||||
Operating result of discontinued operations | ' | ||||||||
For the Three Months Ended | |||||||||
31-Mar | |||||||||
2014 | 2013 | ||||||||
Sales | $ | - | $ | 40,312 | |||||
Cost of sales | - | 23,328 | |||||||
Gross profit | - | 16,984 | |||||||
Operating expenses: | |||||||||
Sales, general and administrative expense | - | 54,300 | |||||||
Depreciation and amortization expense | - | 21,310 | |||||||
Total operating expenses | - | 75,520 | |||||||
Loss from operations | - | (58,626 | ) | ||||||
Other income (expenses): | |||||||||
Other expense | - | (13,261 | ) | ||||||
Interest expense | - | (31,789 | ) | ||||||
Total other income (expense): | - | (45,050 | ) | ||||||
Loss from discontinued operations | $ | - | $ | (103,676 | ) |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Summary of company's lease payments under operating lease agreements | ' | ||||
Years ended | |||||
31-Dec-14 | $ | 1,494 | |||
31-Dec-15 | - | ||||
31-Dec-16 | - | ||||
December 31, 2017 and thereafter | - | ||||
Total | $ | 1,494 |
Nature_of_Organization_and_Sig3
Nature of Organization and Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Depreciable lives of property and equipment | ' |
Useful Lives | '3 years |
Computer hardware [Member] | ' |
Depreciable lives of property and equipment | ' |
Useful Lives | '3-7 years |
Computer software [Member] | ' |
Depreciable lives of property and equipment | ' |
Useful Lives | '3-5 years |
Furniture and Office Equipment [Member] | ' |
Depreciable lives of property and equipment | ' |
Useful Lives | '7 years |
Production Equipment [Member] | ' |
Depreciable lives of property and equipment | ' |
Useful Lives | '7 years |
Leasehold improvements [Member] | ' |
Depreciable lives of property and equipment | ' |
Useful Lives | '10 years |
Nature_of_Organization_and_Sig4
Nature of Organization and Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Original values of Intangible asset | ' | ' |
Purchased patents, copyrights and IP Intelligent Living | $464,788 | ' |
Purchased patents, copyrights and IP Mind360 | 916,667 | ' |
Purchased IP, Health & Beyond | 150,000 | ' |
To-date accumulated amortization | $175,587 | ' |
Maximum [Member] | ' | ' |
Original values of Intangible asset | ' | ' |
Estimated future amortization (years) | '3 years | ' |
Minimum [Member] | ' | ' |
Original values of Intangible asset | ' | ' |
Estimated future amortization (years) | '1 year | ' |
Nature_of_Organization_and_Sig5
Nature of Organization and Significant Accounting Policies (Details 2) (Recurring [Member], USD $) | Mar. 31, 2014 |
Level 1 [Member] | ' |
Recurring: | ' |
Derivative Liability, Fair Value, Gross Liability | ' |
Total, carrying value | ' |
Level 2 [Member] | ' |
Recurring: | ' |
Derivative Liability, Fair Value, Gross Liability | ' |
Total, carrying value | ' |
Level 3 [Member] | ' |
Recurring: | ' |
Derivative Liability, Fair Value, Gross Liability | 5,531,933 |
Total, carrying value | $5,531,933 |
Nature_of_Organization_and_Sig6
Nature of Organization and Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | ||
Nature of Organization and Significant Accounting Policies [Abstract] | ' | |
Balance of derivative liabilities at December 31, 2013 | $951,267 | [1] |
Change in fair value | 4,580,666 | |
Balance of derivative liabilities at March 31, 2014 | $5,531,933 | |
[1] | (1) Derived from audited financial statements |
Nature_of_Organization_and_Sig7
Nature of Organization and Significant Accounting Policies (Details 4) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Shares for convertible promissory notes | 1,839,748,874 | 3,705,486,960 |
Nature_of_Organization_and_Sig8
Nature of Organization and Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 05, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Nature of Organization and Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Bank deposits in insured institutions | ' | $250,000 | ' | ' |
Allowance for doubtful accounts | ' | 0 | ' | 0 |
Advertising costs | ' | $5,546 | $0 | ' |
Exchange for shares of common stock | 35,714,286 | ' | ' | ' |
Class A Preferred Shares converted into common stock, shares | ' | ' | ' | 3,300,000 |
Estimated useful lives of website development | ' | '3 years | ' | ' |
Otterbach, Worrell and Cottingham [Member] | ' | ' | ' | ' |
Nature of Organization and Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Class A Preferred stock held under trust retired, shares | ' | ' | 2,148,200 | ' |
Preferred Class A [Member] | ' | ' | ' | ' |
Nature of Organization and Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Class A Preferred stock held under trust, shares | 4,680,000 | ' | ' | ' |
Miller Family Trust | Preferred Class A [Member] | ' | ' | ' | ' |
Nature of Organization and Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Class A Preferred stock held under trust, shares | 4,680,000 | ' | ' | ' |
Class A Preferred stock held under trust retired, shares | 4,673,400 | ' | ' | ' |
Preferred stock held under trust, retained shares | 6,600 | ' | ' | ' |
Shares conversion ratio | '500:1 conversion | ' | ' | ' |
Feel Golf Company, Inc. | Preferred Class A [Member] | ' | ' | ' | ' |
Nature of Organization and Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Class A Preferred Shares converted into common stock, shares | 6,600 | ' | ' | ' |
Number of shares issued for conversion | 3,300,000 | ' | ' | ' |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||
Going Concern (Textual) | ' | ' | ' | |
Operating loss | ($574,998) | ' | ' | |
Stockholders' Deficit | -6,466,117 | ' | -2,021,288 | [1] |
Working capital deficit | $6,803,770 | ' | ' | |
[1] | (1) Derived from audited financial statements |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Summary of property and equipment | ' | ' | |
Furniture & Office Equipment | $601 | $101 | |
Capitalized software development costs | 151,081 | 101,781 | |
Total Property and Equipment | 151,682 | 102,281 | |
Less: Accumulated Depreciation | -6,203 | ' | |
Net Property and Equipment | $145,479 | $102,281 | [1] |
[1] | (1) Derived from audited financial statements |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textual) (USD $) | 0 Months Ended | 3 Months Ended | |
6-May-13 | Mar. 31, 2014 | Mar. 31, 2013 | |
Property and Equipment [Abstract] | ' | ' | ' |
Depreciation expense | ' | $181,790 | $21,310 |
Software development cost | $80,000 | ' | ' |
Payment plan agreement | 'The company and developer have agreed on a payment plan of $5,000 for the first nine (9) months and $25,000 for the 7th and 8th month thereafter | ' | ' |
Acquisitions_Details
Acquisitions (Details) (Health and Beyond, LLC [Member], USD $) | Mar. 31, 2014 |
Health and Beyond, LLC [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Promissory note | $100,000 |
Issuance of 35 million shares of common stock | 21,000 |
Accounts payable | 79,000 |
Business Acquisition Purchase Price | $200,000 |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | Mar. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ' |
Purchase price of intangible assets | $200,000 |
Health and Beyond, LLC [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Purchase price of intangible assets | $200,000 |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | Mar. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ' |
Purchase price of intangible assets | $1,000,000 |
Mind360 website [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Purchase price of intangible assets | $1,000,000 |
Acquisitions_Details_3
Acquisitions (Details 3) (USD $) | Mar. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ' |
Purchase price of intangible assets | $507,042 |
Software Platform [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Purchase price of intangible assets | $507,042 |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | ||
Apr. 05, 2013 | Jul. 16, 2013 | Jan. 04, 2014 | Mar. 31, 2014 | |
Acquisition of Intelligent Living [Member] | Acquisition of Mind360 [Member] | Health and Beyond, LLC [Member] | Health and Beyond, LLC [Member] | |
New Castle County Services Inc [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Shares issued under business acquisition | 35,714,286 | 50,000,000 | ' | ' |
Value of shares issued under business acquisition | $500,000 | $50,000 | ' | ' |
Purchase of assets in cash | ' | 150,000 | 200,000 | ' |
Promissory note | ' | 850,000 | 100,000 | ' |
Cash due | ' | 50,000 | ' | ' |
Restricted common shares issued | ' | ' | ' | 35,000,000 |
Restricted common shares par value | ' | ' | ' | $0.00 |
Royalty interest rate | ' | ' | ' | 10.00% |
Royalty Interest | ' | ' | ' | 30 |
Employment Agreement | ' | ' | ' | 'The Company also entered into a 5 year employment agreement with Dr. Larry LeGunn for a salary of $96,000 per year to become the VP, Alternative Medicine and President of Health and Beyond Nutra Company Inc. |
Salary to Dr. Larry LeGunn | ' | ' | ' | $96,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Intangible assets consist of the following: | ' | ' | |
Mind360 Studios (Note 4) | $1,000,000 | $1,000,000 | |
Intelligent Living (Note 4) | 507,042 | 507,042 | |
Health and Beyond (Note 4) | 200,000 | ' | |
Total intangible assets | 1,707,042 | 1,507,042 | |
Less: Accumulated Amortization | 175,587 | ' | |
Net Property and Equipment | $1,531,455 | $1,507,042 | [1] |
[1] | (1) Derived from audited financial statements |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Maximum [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Intangible asset, useful life | '5 years |
Minimum [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Intangible asset, useful life | '1 year |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Mar. 31, 2014 |
Chief Executive Officer [Member] | ' |
Related Party Transactions (Textual) | ' |
Accrued but unpaid compensation payable | $20,000 |
President [Member] | ' |
Related Party Transactions (Textual) | ' |
Accrued but unpaid compensation payable | 19,000 |
Chief Strategy Officer [Member] | ' |
Related Party Transactions (Textual) | ' |
Accrued but unpaid compensation payable | 25,000 |
Chief Medical Officer [Member] | ' |
Related Party Transactions (Textual) | ' |
Accrued but unpaid compensation payable | $72,000 |
Convertible_Debentures_Details
Convertible Debentures (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | $213,269 | $335,939 | |
Unamortized debt discount | -9,375 | -12,500 | |
Put Premium | 566,009 | 600,000 | |
Net current notes payable | 769,904 | 923,439 | [1] |
Notes payable - long term | 1,338,961 | 1,274,782 | [1] |
Total notes payable | 2,108,865 | 2,198,221 | |
Convertible Debentures [Member] | Long Side Ventures 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 4,447 | 87,116 | |
Convertible Debentures [Member] | E-Lionheart Associates 7% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | ' | ' | |
Convertible Debentures [Member] | E-Lionheart Associates 7% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | ' | ' | |
Convertible Debentures [Member] | Arnold S. Goldin Inc 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 12,450 | 19,250 | |
Convertible Debentures [Member] | R&T Sports Marketing 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | ' | ' | |
Convertible Debentures [Member] | Somesing LLC 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 5,457 | 14,207 | |
Convertible Debentures [Member] | Taconic Group LLC 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 24,909 | 40,366 | |
Convertible Debentures [Member] | Taconic Group LLC 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 20,000 | 20,000 | |
Convertible Debentures [Member] | Long Side Ventures 10% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 5,000 | 5,000 | |
Convertible Debentures [Member] | Monbridge Inc 15% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 54,006 | 150,000 | |
Convertible Debentures [Member] | Health And Beyond [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - current portion | 87,000 | ' | |
Convertible Debentures [Member] | New Castle County Services Inc 5% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 850,000 | 850,000 | |
Convertible Debentures [Member] | Pascullo 10% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 50,000 | 50,000 | |
Convertible Debentures [Member] | Long Side Ventures 10% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 75,000 | 75,000 | |
Convertible Debentures [Member] | Michael Rogoff 10% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 100,000 | 100,000 | |
Convertible Debentures [Member] | Long Side Ventures [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 20,000 | ' | |
Convertible Debentures [Member] | R&T Sports Marketing [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 50,000 | ' | |
Convertible Debentures [Member] | Long Side Venture [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 40,000 | ' | |
Convertible Debentures [Member] | Marvin Neumann 10% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 75,000 | 75,000 | |
Convertible Debentures [Member] | R&T DPA Blulife 7% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | 3,961 | 49,782 | |
Convertible Debentures [Member] | Long Side Ventures 10% [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes payable - long term | $75,000 | $75,000 | |
[1] | (1) Derived from audited financial statements |
Convertible_Debentures_Details1
Convertible Debentures (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | $5,531,933 | $951,267 | [1] |
Convertible Debt [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | 5,531,933 | 951,267 | |
Convertible Debt [Member] | Long Side Ventures 250k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | 257,007 | 370,377 | |
Convertible Debt [Member] | Arnold Goldin 25k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | 33,694 | 141,076 | |
Convertible Debt [Member] | Somesing LLC 25k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | 18,613 | 32,416 | |
Convertible Debt [Member] | R&T Sports Marketing 25k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | ' | 1,272 | |
Convertible Debt [Member] | Taconic Group LLC 50k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | 2,784,054 | 254,408 | |
Convertible Debt [Member] | Taconic Group LLC 20k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | 1,975,328 | 122,883 | |
Convertible Debt [Member] | Long Side Ventures 5k [Member] | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Derivative liability | $463,237 | $28,835 | |
[1] | (1) Derived from audited financial statements |
Convertible_Debentures_Details2
Convertible Debentures (Details 2) (Convertible Debt [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Debt Instrument [Line Items] | ' |
Put premium expense | $110,000 |
Long Side Venture [Member] | ' |
Debt Instrument [Line Items] | ' |
Put premium expense | 20,000 |
R&T Sports Marketing [Member] | ' |
Debt Instrument [Line Items] | ' |
Put premium expense | 50,000 |
Long Side Ventures [Member] | ' |
Debt Instrument [Line Items] | ' |
Put premium expense | $40,000 |
Convertible_Debentures_Details3
Convertible Debentures (Details 3) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Convertible Debentures [Abstract] | ' |
Beginning Balance | $12,500 |
Accumulated Amortization Expense | -3,125 |
Unamortized balance at December 31, 2013 | $9,375 |
Convertible_Debentures_Details4
Convertible Debentures (Details Textual) (USD $) | Mar. 31, 2014 | Jan. 31, 2013 | Mar. 31, 2014 | Sep. 18, 2012 | Mar. 31, 2014 | Sep. 18, 2012 | Mar. 31, 2014 | Sep. 18, 2012 | Feb. 11, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2013 | Feb. 21, 2013 | Nov. 12, 2013 | Mar. 07, 2013 | Mar. 07, 2013 | Dec. 31, 2013 | 1-May-13 | 10-May-13 | Sep. 25, 2013 | Mar. 11, 2014 | Mar. 24, 2014 | Feb. 20, 2014 |
Taconic Group LLC 15% [Member] | Taconic Group LLC 15% [Member] | Arnold S. Goldin Inc 15% [Member] | Arnold S. Goldin Inc 15% [Member] | R&T Sports Marketing [Member] | R&T Sports Marketing [Member] | Somesing LLC 15% [Member] | Somesing LLC 15% [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | Convertible Debentures [Member] | |
Taconic Group LLC 15% [Member] | Long Side Ventures 15% [Member] | Michael Rogoff 10% [Member] | Michael Rogoff 10% [Member] | Marvin Neumann 10% [Member] | Marvin Neumann 10% [Member] | Monbridge Inc 15% [Member] | New Castle County Services Inc 5% [Member] | Pascullo 10% [Member] | R&T Sports Marketing [Member] | Long Side Ventures 10% [Member] | Long Side Ventures 10% [Member] | ||||||||||||
Convertible Debentures (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, description | ' | ' | ' | ' | ' | ' | ' | ' | 'The note was convertible at the higher of a) 50% of the average of the five lowest closing prices for the Company's stock during the previous 15 trading days or b) $0.0001. | ' | ' | ' | ' | 'The Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. | 'The Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. | 'The Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request | 'The Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request | 'The Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. | ' | 'The Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. | 'Company's common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company's stock during the previous 20 trading days. | 'Company's common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company's stock during the previous 20 trading days. | 'Company's common stock at a conversion price of 50% of the average of the five lowest intraday prices for the Company's stock during the previous 20 trading days. |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase and sale of convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' | $20,000 | $5,000 | $100,000 | $50,000 | $50,000 | $75,000 | $150,000 | ' | $50,000 | $50,000 | $20,000 | $20,000 |
Annual interest rate on convertible notes issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 15.00% | ' | 10.00% | 10.00% | 10.00% | 10.00% |
Convertible notes maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jan-15 | 21-Feb-15 | 12-Nov-15 | 1-Mar-15 | 1-Mar-15 | 31-Dec-15 | 1-May-14 | ' | 25-Sep-15 | 11-Mar-16 | 24-Mar-16 | 20-Feb-16 |
Percentage of unpaid principal interest amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | 150.00% | ' | 150.00% | 150.00% | 150.00% | 150.00% |
Consideration for the acquisition of the assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' |
Amount of promissory note as consideration for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' |
Promissory note due date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The promissory note has a due date of May 1, 2016 | ' | ' | ' | ' |
Portion of debentures acquired | 24,909 | 50,000 | 12,450 | 25,000 | 0 | 25,000 | 5,457 | 25,000 | ' | 4,447 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price Of Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | ' | ' | ' | ' | ' | ' | ' |
Additional expenses incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding principal balance at March 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000 | $5,000 | $100,000 | $75,000 | $75,000 | $75,000 | $54,006 | $850,000 | $50,000 | $50,000 | $40,000 | $20,000 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Derivative Liability [Abstract] | ' | ' | |
Derivative liability | $5,531,933 | $951,267 | [1] |
[1] | (1) Derived from audited financial statements |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||
Sep. 06, 2013 | Mar. 21, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Jan. 07, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Nov. 01, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 10, 2010 | Feb. 25, 2014 | Mar. 21, 2013 | Mar. 21, 2013 | Mar. 21, 2013 | Apr. 05, 2013 | ||
Chief Executive Officer [Member] | Health and Beyond, LLC [Member] | Health and Beyond, LLC [Member] | Convertible Debt [Member] | Joint venture agreement with Monster Arts [Member] | Vendors [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Otterbach [Member} | Worrell [Member] | Cottingham [Member] | Former Officer and Shareholder [Member] | ||||||
Votes | Series A Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock, shares authorized | ' | ' | 20,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 96,000 | ' | ' | ' | ' | |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $1 | ' | ' | ' | ' | |
Preference shares redeemed | ' | 2,148,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,124,000 | 1,014,000 | 10,200 | ' | |
Value of preferred shares redeemed | ' | $11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Description of voting rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Three hundred and fifty times the number of votes | ' | ' | 'Each share of the Series B Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. | ' | ' | ' | ' | |
Conversion rate of each series A preferred stock into common stock (Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | 500 | |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,680,000 | ' | ' | ' | ' | ' | ' | |
Shares issued to officer | 10,000,000 | ' | 16,184,724 | 5,888,180 | ' | ' | ' | ' | ' | 62,886,792 | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares issued to officer, Value | 17,000 | ' | 22,944 | 172,333 | ' | ' | ' | ' | ' | 126,500 | ' | ' | ' | ' | ' | ' | ' | ' | |
Common stock, shares issued | ' | ' | 683,157,893 | 1,333,291,304 | ' | ' | 35,000,000 | 546,654,620 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Common Stock Value | ' | ' | 683,157 | [1] | 1,333,291 | ' | ' | 21,000 | 287,790 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty interest rate | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | |
Number of voting rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | |
Convertible preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | 500 | |
Accrued salaries | ' | ' | 216,000 | [1] | 136,000 | 72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, shares | ' | ' | ' | ' | 720,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock issued for services, value | ' | ' | ' | ' | 7,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Adjustments to additional paid in capital salary forgiven | ' | ' | ' | ' | $64,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | (1) Derived from audited financial statements |
Discontinued_Operations_Detail
Discontinued Operations (Details) (Discontinued Operations [Member], USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Discontinued Operations [Member] | ' | ' |
Discounted Operations [Line Items] | ' | ' |
Sales | ' | $40,312 |
Cost of sales | ' | 23,328 |
Gross profit | ' | 16,984 |
Operating expenses: | ' | ' |
Sales, general and administrative expense | ' | 54,300 |
Depreciation and amortization expense | ' | 21,310 |
Total Operating Expenses | ' | 75,520 |
Loss from operations | ' | -58,626 |
Other income (expenses): | ' | ' |
Other expense | ' | -13,261 |
Interest expense | ' | -31,789 |
Total other income (expense): | ' | -45,050 |
Loss from discontinued operations | ' | ($103,676) |
Discontinued_Operations_Detail1
Discontinued Operations (Details Textual) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Apr. 05, 2013 | Apr. 05, 2013 | |
Preferred Class A [Member] | Feel Golf Company, Inc. | ||
Preferred Class A [Member] | |||
Discontinued Operation Textual [Abstract] | ' | ' | ' |
Class A Preferred stock held under trust, shares | ' | 4,680,000 | ' |
Stock repurchased and retired during period, shares | ' | 4,673,400 | ' |
Conversion of stock, shares converted | 3,300,000 | ' | 6,600 |
Conversion of stock, shares Issued | ' | ' | 3,300,000 |
Conversion of stock, description | ' | ' | 'The Miller Family Trust retained 6,600 of the Class A Preferred and concurrently agreed to convert the 6,600 balance of the Class A Preferred Shares (500:1 conversion) into 3,300,000 common shares in the Company. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
Summary of company's lease payments under operating lease agreements | ' |
31-Dec-14 | $1,494 |
31-Dec-15 | ' |
31-Dec-16 | ' |
December 31, 2017 and thereafter | ' |
Total | $1,494 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Commitments and Contingencies (Textual) | ' | ' |
Lease Term | '12 months | ' |
Operating lease rent expense | $5,623 | $47,650 |
Settlement of IGotcha litigation | $25,000 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||
Apr. 25, 2014 | Mar. 31, 2014 | Apr. 07, 2014 | Apr. 07, 2014 | Apr. 25, 2014 | Apr. 25, 2014 | |
Arnold S. Goldin Inc [Member] | Brent Coetzee [Member] | Venturian [Member] | A 1 Perfect Solutions [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Purchase and sale of convertible notes | ' | ' | $50,000 | $50,000 | ' | ' |
Notes bear interest rate | ' | ' | 10.00% | 10.00% | ' | ' |
Convertible notes maturity date | ' | ' | 7-Apr-16 | 7-Apr-16 | ' | ' |
Common Stock, Conversion Basis | ' | 'The Notes are convertible, at the option of the Holder into the Company's common stock at a conversion price based on 50% of the average of the five lowest intraday prices for the common stock during the previous twenty trading days immediately preceding the conversion request. | ' | ' | ' | ' |
Rate of premium on unpaid principal and interest rate | ' | 150.00% | ' | ' | ' | ' |
Payment for asset acquisition | ' | ' | ' | ' | 1,369,000 | 425,000 |
Loans payable | $300,000 | ' | ' | ' | ' | ' |
Loan maturity term | 'Intelligent Living incurred a performance obligation on an acquisition financing loan amounting to $300,000 payable to a lender with an 18-month term at 18% interest relating to the financing of the asset acquisitions. | ' | ' | ' | ' | ' |