Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 19, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Intelligent Living Inc. | ' |
Entity Central Index Key | '0001141673 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 2,828,079,575 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
CURRENT ASSETS: | ' | ' | ' | |
Cash | $112,873 | $85,695 | [1] | $100,590 |
Accounts receivable | 65,376 | ' | [1] | ' |
Inventory | 1,728 | ' | [1] | ' |
Other current assets | 20,833 | ' | [1] | ' |
Total Current Assets | 200,810 | 85,695 | [1] | 100,590 |
OTHER ASSETS: | ' | ' | ' | |
Property, plant, and equipment, net | 376,145 | 102,281 | [1] | 16,957 |
Other assets | 16,192 | ' | [1] | ' |
Intangible assets, net | 2,841,410 | 1,507,042 | [1] | 1,507,042 |
Total assets | 3,434,557 | 1,695,018 | [1] | 1,624,589 |
Current Liabilities: | ' | ' | ' | |
Accounts payable and accrued expenses | 517,451 | 350,818 | [1] | 337,729 |
Accrued salaries | 340,374 | 216,000 | [1] | 39,250 |
Accrued royalty on preferred stock | 28,794 | ' | [1] | ' |
Notes payable, current portion, net of discounts and premiums | 1,027,802 | 923,439 | [1] | 771,600 |
Derivative liability | 765,215 | 951,267 | [1] | 2,907,086 |
Total Current Liabilities | 2,679,636 | 2,441,524 | [1] | 4,055,665 |
Long Term Liabilities: | ' | ' | ' | |
Convertible notes payable, net | 2,330,358 | 1,274,782 | [1] | 950,000 |
Total Liabilities | 5,009,994 | 3,716,306 | [1] | 5,005,665 |
Stockholders' Deficit | ' | ' | ' | |
Preferred stock, $0.0001 par value; 20,000,000 shares authorized | ' | ' | [1] | ' |
Common stock, $0.001 par value; 6,000,000,000 shares authorized, 170,816,785 and 105,902,785 shares issued and outstanding, respectively | 2,671,087 | 683,157 | [1] | 194,617 |
Additional paid-in capital | 4,633,247 | 3,093,960 | [1] | 2,757,893 |
Accumulated deficit | -8,975,985 | -5,798,405 | [1] | -6,333,587 |
Total Stockholders' Deficit | -1,575,436 | -2,021,288 | [1] | -3,381,077 |
Total Liabilities and Stockholders' Deficit | 3,434,557 | 1,695,018 | [1] | 1,624,589 |
Preferred Stock [Member] | ' | ' | ' | |
Stockholders' Deficit | ' | ' | ' | |
Preferred stock, $0.0001 par value; 20,000,000 shares authorized | ' | ' | [1] | ' |
Series A Preferred Stock [Member] | ' | ' | ' | |
Stockholders' Deficit | ' | ' | ' | |
Preferred stock, $0.0001 par value; 20,000,000 shares authorized | 213 | ' | [1] | ' |
Series B Preferred Stock [Member] | ' | ' | ' | |
Stockholders' Deficit | ' | ' | ' | |
Preferred stock, $0.0001 par value; 20,000,000 shares authorized | $96,000 | ' | [1] | ' |
[1] | (1) Derived from audited financial statements |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Nov. 01, 2013 |
Preferred stock, par value | $0.00 | $0.00 | ' |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ' |
Preferred stock, shares issued | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | ' |
Common stock, shares issued | 170,816,785 | 105,902,785 | 10,000,000 |
Common stock, shares outstanding | 170,816,785 | 105,902,785 | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Consolidated Statements of Operations [Abstract] | ' | ' | ' | ' |
Sales | $379,073 | $51 | $411,340 | $51 |
Cost of sales | 175,259 | 5 | 189,394 | 5 |
Gross profit | 203,814 | 46 | 221,946 | 46 |
Operating expenses: | ' | ' | ' | ' |
Depreciation and amortization expense | 279,821 | ' | 461,611 | ' |
General and administrative | 2,477,715 | 179,334 | 2,779,055 | 179,334 |
Total Operating Expenses | 2,757,536 | 179,334 | 3,240,666 | 179,334 |
Loss from operations | -2,553,722 | -179,288 | -3,018,720 | -179,288 |
Other income (expenses): | ' | ' | ' | ' |
Gain/(loss) on change of fair value of derivative liability | 4,818,541 | 10,761,243 | 237,875 | 10,761,243 |
Interest income | ' | 1 | ' | 1 |
Interest expense | -246,400 | -357,346 | -396,735 | -357,346 |
Total other income (expenses): | 4,572,141 | 10,403,898 | -158,860 | 10,403,898 |
Income from continuing operations | 2,018,419 | 10,224,610 | -3,177,580 | 10,224,610 |
Discontinued operations: | ' | ' | ' | ' |
Loss from operations of discontinued Feel Golf division | ' | ' | ' | -134,905 |
Loss on disposal of Feel Golf Division | ' | -414,290 | ' | -414,290 |
Net income (loss) | $2,018,419 | $9,810,320 | ($3,177,580) | $9,675,415 |
Income (loss) per common share | ' | ' | ' | ' |
Income (loss) per common share - basic | $0 | $0 | $0 | $0 |
Income (loss) per common share - diluted | $0 | $0 | $0 | $0 |
Weighted average common shares outstanding | ' | ' | ' | ' |
Weighted average common shares outstanding basic | 1,416,207,739 | 42,534,005 | 1,792,485,393 | 42,534,005 |
Weighted average common shares outstanding - fully diluted | 4,502,367,949 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Statements Of Cash Flows [Abstract] | ' | ' |
Net Cash Used in Operating Activities | ($422,685) | ($132,554) |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Investment in capitalized software | -71,067 | -22,654 |
Purchase of property and equipment | ' | -500 |
Net Cash Used in Investing Activities | -71,067 | -23,154 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Repayment of related party note payable | ' | -12,450 |
Proceeds from notes payable | 520,930 | 257,604 |
Net Cash Provided by Financing Activities | 520,930 | 245,154 |
NET INCREASE (DECREASE) IN CASH | 27,178 | 89,445 |
CASH AT BEGINNING OF PERIOD | 85,695 | 11,145 |
CASH AT END OF PERIOD | 112,873 | 100,590 |
CASH PAID FOR: | ' | ' |
Interest | ' | ' |
Income taxes | ' | ' |
NON CASH FINANCING AND INVESTING ACTIVITIES: | ' | ' |
Stock issued in conversion of convertible notes | $535,655 | $113,658 |
Nature_of_Organization_and_Sig
Nature of Organization and Significant Accounting Policies | 6 Months Ended | ||||||||||
Jun. 30, 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 | |||||||||||
Intelligent Living Inc. (“Intelligent Living”, the “Company”, “we”, “us”), formerly known as Feel Golf Co., Inc. (“FGC”), was incorporated in the State of California in 2000. As a result of acquisitions completed during this fiscal year, which are described below, we operate in two business segments: | |||||||||||
Health and Wellness | |||||||||||
In January, 2014 we acquired certain assets of Health and Beyond LLC, a Florida corporation. Through our subsidiary, Health & Beyond Nutra Company, LLC and related website, www.drlarrydirect.com, we develop, market, and sell health and wellness products. | |||||||||||
In May, 2013, we acquired all of the assets related to cognitive brain training, the website and blog at www.Mind360.com, which operates as our Mind360 Studios, LLC subsidiary. The website is intended to provide activities that enhance and maintain the users’ mental fitness through an online cognitive training platform. Revenues are generated through a subscription-based model. | |||||||||||
In April, 2014 we created Social420, LLC with the mission to provide a secure platform for the growing market of the cannabis public to connect and utilize a host of social and social media based tools in a proprietary cloud based system. We plan to derive our revenue from fee-based advertising, classifieds, our PuffPassPay eWallet system, and other fees that may be added over the development of the platform. The PuffPassPay eWallet system is in development, and will act as an online payment solution that consumers can use to make deposits and pay for goods on web sites that will offer eWallet services. | |||||||||||
Cloud Computing and IT Managed Services | |||||||||||
In April, 2014, through our subsidiary, Provectus, LLC, we entered into two transactions. We acquired: | |||||||||||
· | |||||||||||
certain assets of Venturian Group, Inc. (a Florida corporation) related to Venturian’s cloud based computing system and IT managed services business, and | |||||||||||
· | |||||||||||
Perfect Solutions Software Inc. and Perfect Solutions, Inc. both New Jersey corporations, which is a provider of managed IT services and support, cloud computing, and website design. | |||||||||||
As a result of these acquisitions, we provide: | |||||||||||
· | |||||||||||
cloud computing | |||||||||||
· | |||||||||||
systems architecture | |||||||||||
· | |||||||||||
managed IT services | |||||||||||
· | |||||||||||
Remote desktop and remote server monitoring and remediation | |||||||||||
· | |||||||||||
Third party data storage | |||||||||||
· | |||||||||||
Backup and disaster recovery solutions; and | |||||||||||
· | |||||||||||
Project management services | |||||||||||
We provide cloud computing solutions that include public and private cloud architectures along with hybrid scalable cloud hosting, server virtualization and desktop virtualization solutions. In addition, we provide IT solutions that address mobility, and unified communications. Our cyber security practice provides information security services including internal and external security assessments and recommended solutions. We focus on aligning business processes with technology for delivery of solutions meeting our clients’ needs and providing expert management services to the lifecycle of technology-based projects. | |||||||||||
Basis of Presentation | |||||||||||
The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state Intelligent Living Inc.’s (collectively, the “Company” or “we,” “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”); nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. | |||||||||||
These consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013, contained in the Company’s Annual Report on Form 10-K/A filed with the SEC on June 13, 2014. The results of operations for the three and six months ended June 30, 2014, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2014. | |||||||||||
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. | |||||||||||
Reclassification of Financial Statement Accounts | |||||||||||
Certain amounts in the December 31, 2013 financial statements have been reclassified to conform to the presentation in the June 30, 2014 financial statements. | |||||||||||
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 June 30, 2014, the Company’s bank deposits did not exceed the insured amount. | |||||||||||
Basis of Consolidation | |||||||||||
The consolidated financial statements for the six months ended June 30, 2014 include the operations of the Company and its wholly-owned operating subsidiaries, Provectus, LLC and Health & Beyond Nutra Company, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||
Trade Accounts Receivable | |||||||||||
Accounts receivable consists of normal trade receivables. We recorded a bad debt allowance of $0 as of June 30, 2014. Management performs ongoing evaluations of its accounts receivable, and believes that all remaining receivables are fully collectable. Bad debt expense amounted to $0 and $0 for the six months ended June 30, 2014 and 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 June 30, 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 three years and thereafter. Intangible assets are amortized over their estimated useful lives, which management has determined to be three years. At June 30, 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: | |||||||||||
June 30, | |||||||||||
2014 | |||||||||||
Mind360 Studios | $ 1,000,000 | ||||||||||
Intelligent Living | 507,042 | ||||||||||
Health and Beyond Nutra, LLC | 200,000 | ||||||||||
Venturian Group, Inc. (1) | 1,194,104 | ||||||||||
Perfect Solutions (1) | 386,571 | ||||||||||
Total intangible assets | 3,287,717 | ||||||||||
Less: Accumulated amortization | (446,307) | ||||||||||
Total intangible assets | $ 2,841,410 | ||||||||||
(1) Venturian Group and Perfect Solutions comprise our Provectus, LLC subsidiary | |||||||||||
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 June 30, 2014 | |||||||||||
Assets and liabilities measured at fair | |||||||||||
value on a recurring and nonrecurring | |||||||||||
basis at June 30, 2014: | |||||||||||
Recurring: | Level 1 | Level 2 | Level 3 | ||||||||
Derivative liability | $ | - | $ | - | $ | 765,215 | |||||
Total | $ | - | $ | - | $ | 765,215 | |||||
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. | |||||||||||
The following table sets forth a summary of change in fair value of our derivative liabilities for the six months ended June 30, 2014: | |||||||||||
Beginning balance at December 31, 2013 | $ 951,267 | ||||||||||
Change in fair value of embedded conversion features of convertible debentures included in earnings | (237,875) | ||||||||||
Embedded conversion derivative liability recorded in connection with the issuance of convertible debentures | $ 51,823 | ||||||||||
Ending balance | $ 765,215 | ||||||||||
Revenue Recognition | |||||||||||
We follow the guidance of Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition” (formerly Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition”) for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. | |||||||||||
It is our customary business practice to obtain a signed master sales agreement for recurring revenue sales, and/or a sales order for events and one-time services. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue. | |||||||||||
· | |||||||||||
Revenues from recurring revenue streams are generally billed monthly and recognized ratably over the term of the contract, generally one to three years for data center space customers. We generally recognize revenue beginning on the date the customer commences use of our services. | |||||||||||
· | |||||||||||
Implementation and set-up fees are recognized at the time those services are completed, unless prior agreement was made for interim billings (for work completed). | |||||||||||
· | |||||||||||
For services that are billed according to customer usage, revenue is recognized in the month in which the usage is provided. | |||||||||||
· | |||||||||||
Professional services are recognized in the period services are provided. | |||||||||||
· | |||||||||||
Amounts that have been invoiced are recorded in accounts receivable and revenue. | |||||||||||
Our customers generally have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term. The customer would be required to pay any charge for early cancellation that their contract specifies. In the event that a customer cancels their contract, they are not entitled to a refund for services already rendered. A customer can continue service on a month-to-month basis after their contract expires. | |||||||||||
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 six months ended June 30, 2014 and 2013 were $582 and $0, respectively. | |||||||||||
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. | |||||||||||
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. | |||||||||||
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 consolidated financial position or results of operations of the Company. | |||||||||||
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. | |||||||||||
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 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2014, the Company realized an operating loss of $3,018,720, and had a working capital deficit and stockholders’ deficit of $2,478,825 and $1,575,436, respectively, as of June 30, 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 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 | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
PROPERTY AND EQUIPMENT | ' | |||||||
NOTE 3 – PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consisted of the following: | ||||||||
June 30, | December 31, | June 30, | ||||||
2014 | 2013 | 2013 | ||||||
Furniture & Office Equipment | $ 42,112 | $ 500 | $ 500 | |||||
Capitalized software development costs | 169,081 | 101,781 | 16,457 | |||||
Equipment | 371,446 | - | - | |||||
Total Property and Equipment | 582,639 | 102,281 | 16,957 | |||||
Less: Accumulated Depreciation | -206,494 | - | - | |||||
Net Property and Equipment | $ 376,145 | $ 102,281 | $ 16,957 | |||||
Depreciation expense for the six months ended June 30, 2014 and 2013 was $19,047 and $21,310 respectively, which is included as part of discontinued operations for fiscal 2013. |
Acquisitions
Acquisitions | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Acquisitions [Abstract] | ' | ||||||||||||
ACQUISITIONS | ' | ||||||||||||
Note 4 - ACQUISITIONS | |||||||||||||
Acquisition of Intelligent Living | |||||||||||||
On April 5, 2013, the shareholders of Intelligent Living, Inc. (ILIV)., a Florida corporation, entered into a share exchange 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 | |||||||||||
Acquisition of Health and Beyond, LLC | |||||||||||||
On January 4, 2014, Intelligent Living Inc. (the “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 | ||||||||||||
Cash payable | 79,000 | ||||||||||||
Total purchase price | $ 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, as quoted on the OTC market. | |||||||||||||
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 Health and Beyond, LLC is the acquired Company. | |||||||||||||
The net purchase price, 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, 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. The remaining amount of $100,000 was paid in the first quarter of 2014. | |||||||||||||
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 Venturian Group and Perfect Solutions, Inc. | |||||||||||||
On April 25, 2014, Intelligent Living Inc. completed the asset purchase(s) of Venturian Group, Inc. and 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. | |||||||||||||
The aggregate purchase price consisted of the following for each transaction: | |||||||||||||
Venturian Group | |||||||||||||
Cash payment to seller | $ | 150,000 | |||||||||||
Fair value of series A preferred stock issued to seller | 610,000 | ||||||||||||
Note payable to seller | 610,000 | ||||||||||||
$ | 1,370,000 | ||||||||||||
The following table summarizes the estimated fair values of Venturian’s assets acquired and liabilities assumed at the date of the acquisition: | |||||||||||||
Cash | $ | 8,995 | |||||||||||
Accounts Receivable and other assets | 10,676 | ||||||||||||
Property and equipment, net | 199,464 | ||||||||||||
Intangible assets | 1,194,104 | ||||||||||||
Accounts payable and accrued expenses | (43,239 | ) | |||||||||||
$ | 1,370,000 | ||||||||||||
Acquisition of Venturian Group and Perfect Solutions, Inc. | |||||||||||||
The following table summarizes the required disclosures of the pro forma combined entity, as if the acquisition of Venturian Group occurred at January 1, 2012. | |||||||||||||
For the Six Months Ended June 30, | For the Year Ended December 31, | ||||||||||||
2013 | 2014 | 2012 | 2013 | ||||||||||
Revenues, net | $ | 857,998 | $ | 776,408 | $ | 1,414,621 | $ | 1,595,067 | |||||
Net income (loss) | 9,809,271 | -3,250,363 | -1,425,226 | 10,822,624 | |||||||||
Net loss per common share | $ 0.07 | $ (0.00) | $ (0.05) | $ 0.04 | |||||||||
The above unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of results of operations that actually would have resulted had the acquisition occurred at January 1, 2012, nor is it necessarily indicative of future operating results. | |||||||||||||
Perfect Solutions | |||||||||||||
Cash payment to seller | $ | 150,000 | |||||||||||
Note payable to seller | 275,000 | ||||||||||||
$ | 425,000 | ||||||||||||
The following table summarizes the estimated fair values of Perfect Solutions’ assets acquired and liabilities assumed at the date of the acquisition: | |||||||||||||
Cash | $ | 26,115 | |||||||||||
Accounts Receivable | 10,804 | ||||||||||||
Other current assets | (432 | ) | |||||||||||
Property and equipment, net | 30,372 | ||||||||||||
Intangible assets | 386,571 | ||||||||||||
Accounts payable and accrued expenses | (28,430 | ) | |||||||||||
$ | 425,000 |
Intangible_Assets
Intangible Assets | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Intangible Assets [Abstract] | ' | |||||||
INTANGIBLE ASSETS | ' | |||||||
NOTE 5 - INTANGIBLE ASSETS | ||||||||
Intangible assets consist of the following: | ||||||||
June 30, | December 31, | June 30, | ||||||
2014 | 2013 | 2013 | ||||||
Mind360 Studios (Note 4) | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Intelligent Living (Note 4) | 507,042 | 507,042 | 507,042 | |||||
Health & Beyond | 200,000 | |||||||
Investment in Venturian, Inc. | 1,194,104 | |||||||
Investment in Perfect Solutions | 386,571 | |||||||
$ 3,287,717 | $ 1,507,042 | $ 1,507,042 | ||||||
Less: Accumulated amortization | -446,307 | - | - | |||||
Total intangible assets | $ 2,841,410 | $ 1,507,042 | $ 1,507,042 | |||||
The Company is amortizing the assets over their useful lives, which range from three to five years, once placed in service. The Company determined that the future cash flows to be provided from these assets exceed the carrying amount as of June 30, 2014 and therefore determined that no impairment charge was necessary as of June 30, 2014. | ||||||||
Amortization expense subsequent to the quarter ended June 30, 2014 is as follows: | ||||||||
Years ending December 31,: | ||||||||
2014 | $ | 782,932 | ||||||
2015 | 1,029,239 | |||||||
2016 | 1,029,239 | |||||||
$ | 2,841,410 | |||||||
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Related Party Transactions [Abstract] | ' | ||||||
RELATED PARTY TRANSACTIONS | ' | ||||||
NOTE 6 – RELATED PARTY TRANSACTIONS | |||||||
As of June 30, 2014 and December 31, 2013, the following amounts were owed to officers to the company as accrued but unpaid compensation: | |||||||
June 30, | December 31, | June 30, | |||||
2014 | 2013 | 2013 | |||||
Dr. Rouziers, Chief Medical Officer | $ 96,000 | $ 48,000 | $ - | ||||
Josh Eikov, Chief Strategy Officer | 26,667 | 40,000 | - | ||||
Paul Favata, President | 120,167 | 56,000 | - | ||||
Victoria Rudman, Chief Executive Officer | 32,500 | 72,000 | 39,250 | ||||
Chief Financial Officer | 65,040 | - | - | ||||
Total | $ 340,374 | $ 216,000 | $ 39,250 |
Convertible_Debentures
Convertible Debentures | 6 Months Ended | ||||||
Jun. 30, 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 June 30, 2014 the outstanding balance on the | |||||||
LSV portion of the note is $0; the Arnold Goldin portion is $4,709; the Somesing portion is $0; the R&T Sports Marketing portion is $0; and the Taconic portion is $12,009. | |||||||
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 June 30, 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 June 30, 2014 is $0. | |||||||
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 June 30, 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 June 30, 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 June 30, 2014 is $0. | |||||||
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 $150,000 upfront obligation was fully paid in the first quarter of 2014. 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 June 30, 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 June 30, 2014 is $0. | |||||||
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 June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 2014 is $40,000. | |||||||
On April 7, 2014 the Company entered into a convertible note agreement with Arnold Goldin, (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning April 7, 2014, and matures on April 7, 2016. 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 June 30, 2014 is $50,000. | |||||||
On April 7, 2014 the Company entered into a convertible note agreement with Brent Coetzee, (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning April 7, 2014, and matures on April 7, 2016. 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 June 30, 2014 is $50,000. | |||||||
On April 7, 2014 the Company entered into a convertible note agreement with Somesing, LLC, (the “Holder”) for $50,000. The note bears interest at the rate of 10% per annum beginning April 7, 2014, and matures on April 7, 2016. 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 June 30, 2014 is $50,000. | |||||||
On April 25, 2014 the Company acquired certain assets from Venturian Group, Inc. in exchange for a cash payment of $150,000, 132,391,304 of our common stock, par value $0.001, valued at $0.046 per share, and a promissory note in the principal amount of $610,000, carrying an interest rate on the outstanding balance of 6% per annum. Principal and interest totaling $28,792 commences January 1, 2015 with the final payment due on or before April 1, 2016. The principal balance outstanding at June 30, 2014 is $610,000. | |||||||
On April 25, 2014 the Company acquired Perfect Solutions Software, Inc. and Perfect Solutions, Inc., in exchange for a promissory note in the amount of $275,000, carrying an interest rate on the outstanding balance of 6% per annum. Principal and interest is due on or before January 1, 2015. The principal balance outstanding at June 30, 2014 is $275,000. | |||||||
On April 25, 2014 the Company executed a Senior Secured Promissory Note (the “Note”) in the amount of $300,000 with Hoyts Hollow Management LLC. The proceeds from this financing were used to finance the acquisition agreements with bothVenturian and Perfect Solutions Software. The note bears interest at the rate of 18% per annum. The payment maturity date is November 1, 2015. Monthly payments of principal and interest total $19,142 and commence June 1, 2014. | |||||||
The Note is secured by a continuing security interest in and to, and lien upon, all of the Company’s and its current or future subsidiaries assets as well as all accounts and other receivables from the sales of the Company, instruments or other forms of obligations as well as all products and proceeds from the above described collateral. The principal balance outstanding at June 30, 2014 is $285,358. | |||||||
On June 10, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc., pursuant to which we sold to KBM an 8% Convertible Promissory Note in the original principal amount of $42,500 (the “Note”). The Note has a maturity date of March 15, 2015, and is convertible after 180 days into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The “Variable Conversion Price” shall mean 52% multiplied by the Market Price (representing a discount rate of 48%). “Market Price” means the average of lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means the closing bid price on the applicable day. The “Fixed Conversion Price” shall mean $0.000058. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance – 110% of the principal amount; (b) between 31 and 60 days after issuance – 115% of the principal amount; (c) between 61 and 90 days after issuance – 120% of the principal amount; (d) between 91 and 120 days after issuance – 125% of the principal amount; and (e) between 121 and 180 days after issuance – 130% of the principal amount. The purchase and sale of the Note closed on June 10, 2014, the date that the purchase price was delivered to us. The principal balance outstanding at June 30, 2014 is $42,500. | |||||||
A summary of our notes payable is as follows: | |||||||
30-Jun-14 | 31-Dec-13 | 30-Jun-13 | |||||
Current: | |||||||
Long Side Ventures 15% convertible debenture | $ - | $ 87,116 | $ 124,530 | ||||
E-Lionheart Associates 7% convertible debenture | - | - | 13,000 | ||||
E-Lionheart Associates 7% convertible debenture | - | - | 50,000 | ||||
Arnold S. Goldin Inc. 15% convertible debenture | 4,709 | 19,250 | 24,180 | ||||
R&T Sports Marketing 15% convertible debenture | - | - | 10,195 | ||||
Somesing LLC 15% convertible debenture | - | 14,207 | 20,275 | ||||
Taconic Group LLC 15% convertible debenture | 12,009 | 40,366 | 48,170 | ||||
Taconic Group LLC 15% convertible debenture | 20,000 | 20,000 | 20,000 | ||||
Long Side Ventures 10% convertible debenture | - | 5,000 | 5,000 | ||||
Monbridge Inc. 15% convertible debenture | - | 150,000 | 150,000 | ||||
Health & Beyond | 84,500 | - | - | ||||
KBM Worldwide | 42,500 | - | - | ||||
Perfect Solutions, Inc. | 275,000 | - | - | ||||
Notes payable - current portion | 438,718 | 335,939 | 465,350 | ||||
Unamortized debt discount | -45,916 | -12,500 | -18,750 | ||||
Put Premium | 635,000 | 600,000 | 325,000 | ||||
Net current notes payable | $1,027,802 | $923,439 | $771,600 | ||||
Long term: | |||||||
New Castle County Services Inc. 5% convertible debenture | 850,000 | 850,000 | 850,000 | ||||
Pascullo 10% convertible debenture | - | 50,000 | - | ||||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | - | ||||
Michael Rogoff 10% convertible debenture | 100,000 | 100,000 | 50,000 | ||||
Long Side Ventures | 20,000 | - | - | ||||
R&T Sports Marketing | 50,000 | - | - | ||||
Long Side Ventures | 40,000 | - | - | ||||
Venturian Group, Inc. | 610,000 | - | - | ||||
Hoyts Hollow | 285,358 | - | - | ||||
Arnold Goldin | 50,000 | - | - | ||||
Brent Coetzee | 50,000 | - | - | ||||
Somesing, LLC | 50,000 | - | - | ||||
Marvin Neumann 10% convertible debenture | 75,000 | 75,000 | 50,000 | ||||
R&T DPA Blulife 7% convertible debenture | - | 49,782 | - | ||||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | - | ||||
Notes payable - long term | 2,330,358 | 1,274,782 | 950,000 | ||||
Total notes payable | $3,358,160 | $2,198,221 | $1,721,600 | ||||
The Company recorded derivative liabilities as follows: | |||||||
Ending Liability at June 30, 2014 | Ending Liability at December 31, 2013 | Ending Liability at June 30, 2013 | |||||
Long Side Ventures 250k | $ 30,256 | 370,377 | $ 465,044 | ||||
Arnold Goldin 25k | 130,867 | 141,076 | 625,475 | ||||
Somesing LLC 25k | 143 | 32,416 | 48,383 | ||||
R&T Sports Marketing 25k | - | 1,272 | 25,878 | ||||
Taconic Group LLC 50k | 247,847 | 254,408 | 1,150,863 | ||||
KBM Worldwide | 84,185 | - | - | ||||
Taconic Group LLC 20k | 271,916 | 122,883 | 476,141 | ||||
Long Side Ventures 5k | - | 28,835 | 115,300 | ||||
$ 765,214 | $ 951,267 | $ 2,907,086 |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | |
Jun. 30, 2014 | ||
Stockholders' Equity [Abstract] | ' | |
STOCKHOLDERS' EQUITY | ' | |
NOTE 9 - STOCKHOLDERS’ EQUITY | ||
Preferred Stock | ||
Series A Preferred Stock | ||
On March 10, 2010, the Company authorized the creation of Series A Preferred Stock. The Company is authorized to issue 20,000,000 shares of its Series A Preferred stock at a par value of $0.001 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. | ||
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 | ||
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. | ||
On September 15, 2011, the Company issued 6,000,000 shares of its Series A Preferred Stock to Company officers as compensation for services rendered to the Company. These services were based on the value of the underlying common stock on the date of issuance, multiplied by the number of convertible shares for each share of Preferred Stock. Accordingly, the Company recognized a one-time of $900,000 expense for stock compensation related to this issuance. | ||
On February 8, 2011, the Company issued 120,000 shares of its Series A Preferred Stock to Company officers for services rendered to the Company. The services were valued based on the value of the underlying common stock on the date of issuance multiplied by the number of convertible shares for each share of Preferred Stock. Accordingly, the Company recognized a onetime $168,000 expense for stock compensation related to this issuance. | ||
On May 21, 2010, the Company issued 808,200 shares of its Series A Preferred Stock to Company officers for services rendered to the Company. The services were valued based on the value of the underlying common stock on the date of issuance multiplied by the number of convertible shares for each share of Preferred Stock. Accordingly, the Company recognized a onetime $3,541,000 expense for stock compensation related to this issuance. | ||
On or about March 29, 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 10,000, respectively, for agreed to consideration totaling $11,000. As of March 31 2013, there remain 4,680,000 preferred shares outstanding (see subsequent events footnote 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 4 above, all remaining issued and outstanding preferred stock of Feel Golf Company, Inc. was redeemed by its former officer and shareholder. Concurrent with the redemption and per the terms of the Asset Purchase Agreement, the former officer and shareholder was issued 3,300,000 shares of Feel Golf common stock at the conversion rate of 500 shares of common stock for each share of Series A Preferred stock. | ||
On January 8, 2014, in lieu of $82,000 of accrued salary due to our CEO, the Company issued 820,000 shares of Series A preferred stock, valued at $8,200. The remaining balance of $64,800 was forgiven by our CEO, and credited to paid in capital. | ||
On April 25, 2014, per the terms of his employment agreement, the Company issued 538,600 shares of Series A preferred stock, valued at $385,808. The issuance was accounted for as stock-based compensation expense, valued base on the number of common shares the preferred stock is convertible into, at the market price on the date of the transaction. | ||
Series B Preferred Stock | ||
On February 12, 2014, Intelligent Living Inc.’s Board of Directors authorized the issuance of 96,000 Series B 8% Royalty Interest Preferred Shares. On February 25, 2014, the Company authorized the creation of Series B 8% 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 8% Royalty Interest Participating Preferred Stock unless, prior thereto, the holders of shares of Series B 8% Royalty Interest Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series B 8% 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 8% 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 8% 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 lieu of pay for services provided by Paul Favata from June 2013 through December 2013, and L. Joshua Eikov from September 2013 through December 2013. The shares were value at par value of $1.00 per share. | ||
Common Stock | ||
As of September 30, 2011, the Company increased its authorized common to 6,000,000,000 shares. | ||
During the six months ended June 30, 2014, the Company issued 69,691,892 shares of its common stock to consultants, vendors and advisory board members for services rendered, valued at $156,530, the fair value of the shares on the date of issuance based on the market price, resulting in an average of $0.00225 per share. | ||
During the six months ended June 30, 2014, the Company issued 886,122,381 shares of its common stock to employees, and officers of the Company for services valued at $1,518,982, the fair value of the shares on the date of issuance based on the market price, resulting in an average of $0.00181 per common share. | ||
The Company also issued 992,108,519 shares of its common stock for conversion of a portion of the Company’s convertible debentures valued at $535,656. The average conversion price was $0.00054 per share. | ||
In January, 2014 the Company issued 40,000,000 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. |
Discontinued_Operations
Discontinued Operations | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Discontinued Operations [Abstract] | ' | ||||
DISCONTINUED OPERATIONS | ' | ||||
NOTE 8 – 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 Six Months Ended | |||||
30-Jun | |||||
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 | - | -44,490 | |||
Interest expense | - | -31,789 | |||
Total other income (expense): | - | -45,050 | |||
Loss from discontinued operations | $ - | $ (134,905) |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 13 – SUBSEQUENT EVENTS | |
Subsequent to June 30, 2014: | |
In July, 2014, the Company entered into a securities purchase agreement with Adar Bays, LLC, a Florida limited liability company (the “Holder”), for the purchase and sale of $50,000 of a convertible note (“Note”). The Note bears interest at the rate of 8% per annum beginning as of July 7, 2014, and matures on July 7, 2015. The principal and accrued interest under the Notes will be convertible into shares of Common Stock of the Company at a 45% discount to the lowest trading price with a 12 day look back. The Notes may be prepaid with during the first 180 days at 150% of the face amount plus any accrued interest. This Note may not be prepaid after the 180th day. | |
In July, 2014, the Company entered into entered into a securities purchase agreement with LG Capital Funding, LLC, a New York limited liability company (the “Holder”), for the purchase and sale of $75,000 of a convertible note (“Note”). The Note bears interest at the rate of 8% per annum beginning as of July 7, 2014, and matures on July 7, 2015. The principal and accrued interest under the Notes will be convertible into shares of Common Stock of the Company at a 45% discount to the lowest trading price with a 12 day look back. The Notes may be prepaid with during the first 180 days at 150% of the face amount plus any accrued interest. This Note may not be prepaid after the 180th day. |
Restatement
Restatement | 6 Months Ended |
Jun. 30, 2014 | |
RESTATEMENT [Abstract] | ' |
RESTATEMENT | ' |
NOTE 12 - RESTATEMENT | |
The consolidated financial statements as of June 30, 2013 and for the three-month and six month periods ended June 30, 2013 have been restated to correct for the accounting related to errors in the presentation of certain information included in the financial statements and footnotes to the financial statements. The Company has determined that it is necessary to reclassify and correct certain non-cash related transactions as presented within the statement of operations and statement of cash flows along with their corresponding impact on the Company’s financial statements. | |
The adjustments primarily include properly accounting for the derivative liabilities associated with our convertible debt as of June 30, 2013, and adjustments to reflect the results of operations from the Feel Golf division as “discontinued operations”. Total assets went from $1,631,322 to $1,624,589 and total liabilities went from $1,370,075 to $4,234,065, primarily due to the recording of the derivative liability related to our convertible debt of $2,907,086. Net income for the six months period ended June 30, 2013 went from $3,718,879 to $9,675,415, primarily due to the recognition of gain on the change in the value of derivative liabilities. |
Nature_of_Organization_and_Sig1
Nature of Organization and Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Nature of Organization and Significant Accounting Policies [Abstract] | ' | ||||||||||
Nature of Business | ' | ||||||||||
Nature of Business | |||||||||||
Intelligent Living Inc. (“Intelligent Living”, the “Company”, “we”, “us”), formerly known as Feel Golf Co., Inc. (“FGC”), was incorporated in the State of California in 2000. As a result of acquisitions completed during this fiscal year, which are described below, we operate in two business segments: | |||||||||||
Health and Wellness | |||||||||||
In January, 2014 we acquired certain assets of Health and Beyond LLC, a Florida corporation. Through our subsidiary, Health & Beyond Nutra Company, LLC and related website, www.drlarrydirect.com, we develop, market, and sell health and wellness products. | |||||||||||
In May, 2013, we acquired all of the assets related to cognitive brain training, the website and blog at www.Mind360.com, which operates as our Mind360 Studios, LLC subsidiary. The website is intended to provide activities that enhance and maintain the users’ mental fitness through an online cognitive training platform. Revenues are generated through a subscription-based model. | |||||||||||
In April, 2014 we created Social420, LLC with the mission to provide a secure platform for the growing market of the cannabis public to connect and utilize a host of social and social media based tools in a proprietary cloud based system. We plan to derive our revenue from fee-based advertising, classifieds, our PuffPassPay eWallet system, and other fees that may be added over the development of the platform. The PuffPassPay eWallet system is in development, and will act as an online payment solution that consumers can use to make deposits and pay for goods on web sites that will offer eWallet services. | |||||||||||
Cloud Computing and IT Managed Services | |||||||||||
In April, 2014, through our subsidiary, Provectus, LLC, we entered into two transactions. We acquired: | |||||||||||
· | |||||||||||
certain assets of Venturian Group, Inc.(a Florida corporation) related to Venturian’s cloud based computing system and IT managed services business, and | |||||||||||
· | |||||||||||
Perfect Solutions Software Inc. and Perfect Solutions, Inc. both New Jersey corporations, which is a provider of managed IT services and support, cloud computing, and website design. | |||||||||||
As a result of these acquisitions, we provide: | |||||||||||
· | |||||||||||
cloud computing | |||||||||||
· | |||||||||||
systems architecture | |||||||||||
· | |||||||||||
managed IT services | |||||||||||
· | |||||||||||
Remote desktop and remote server monitoring and remediation | |||||||||||
· | |||||||||||
Third party data storage | |||||||||||
· | |||||||||||
Backup and disaster recovery solutions; and | |||||||||||
· | |||||||||||
Project management services | |||||||||||
We provide cloud computing solutions that include public and private cloud architectures along with hybrid scalable cloud hosting, server virtualization and desktop virtualization solutions. In addition, we provide IT solutions that address mobility, and unified communications. Our cyber security practice provides information security services including internal and external security assessments and recommended solutions. We focus on aligning business processes with technology for delivery of solutions meeting our clients’ needs and providing expert management services to the lifecycle of technology-based projects. | |||||||||||
Basis of Presentation | ' | ||||||||||
Basis of Presentation | |||||||||||
The accompanying 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. | |||||||||||
Reclassification of Financial Statement Accounts | ' | ||||||||||
Reclassification of Financial Statement Accounts | |||||||||||
Certain amounts in the December 31, 2013 financial statements have been reclassified to conform to the presentation in the June 30, 2014 financial statements. | |||||||||||
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 June 30, 2014, the Company’s bank deposits did not exceed the insured amount. | |||||||||||
Basis of Consolidation | ' | ||||||||||
Basis of Consolidation | |||||||||||
The consolidated financial statements for the six months ended June 30, 2014 include the operations of the Company and its wholly-owned operating subsidiaries, Provectus, LLC and Health & Beyond Nutra Company, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||
Trade Accounts Receivable | ' | ||||||||||
Trade Accounts Receivable | |||||||||||
Accounts receivable consists of normal trade receivables. We recorded a bad debt allowance of $0 as of June 30, 2014. Management performs ongoing evaluations of its accounts receivable, and believes that all remaining receivables are fully collectable. Bad debt expense amounted to $0 and $0 for the six months ended June 30, 2014 and 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 June 30, 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 three years and thereafter. Intangible assets are amortized over their estimated useful lives, which management has determined to be three years. At June 30, 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: | |||||||||||
June 30, | |||||||||||
2014 | |||||||||||
Mind360 Studios | $ 1,000,000 | ||||||||||
Intelligent Living | 500,000 | ||||||||||
Organization costs | 7,042 | ||||||||||
Health and Beyond Nutra, LLC | 200,000 | ||||||||||
Venturian Group, Inc. (1) | 1,194,104 | ||||||||||
Perfect Solutions (1) | 386,571 | ||||||||||
Total intangible assets | 3,287,717 | ||||||||||
Less: Accumulated amortization | (446,307) | ||||||||||
Total intangible assets | $ 2,841,410 | ||||||||||
(1) Venturian Group and Perfect Solutions comprise our Provectus, LLC subsidiary | |||||||||||
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 June 30, 2014 | |||||||||||
Assets and liabilities measured at fair | |||||||||||
value on a recurring and nonrecurring | |||||||||||
basis at June 30, 2014: | |||||||||||
Recurring: | Level 1 | Level 2 | Level 3 | ||||||||
Derivative liability | $ | - | $ | - | $ | 765,215 | |||||
Total | $ | - | $ | - | $ | 765,215 | |||||
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. | |||||||||||
The following table sets forth a summary of change in fair value of our derivative liabilities for the six months ended June 30, 2014: | |||||||||||
Beginning balance at December 31, 2013 | $ 951,267 | ||||||||||
Change in fair value of embedded conversion features of convertible debentures included in earnings | (237,875) | ||||||||||
Embedded conversion derivative liability recorded in connection with the issuance of convertible debentures | $ 51,823 | ||||||||||
Ending balance | $ 765,215 | ||||||||||
Revenue Recognition | ' | ||||||||||
Revenue Recognition | |||||||||||
We follow the guidance of Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition” (formerly Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition”) for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. | |||||||||||
It is our customary business practice to obtain a signed master sales agreement for recurring revenue sales, and/or a sales order for events and one-time services. Taxes collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenue. | |||||||||||
· | |||||||||||
Revenues from recurring revenue streams are generally billed monthly and recognized ratably over the term of the contract, generally one to three years for data center space customers. We generally recognize revenue beginning on the date the customer commences use of our services. | |||||||||||
· | |||||||||||
Implementation and set-up fees are recognized at the time those services are completed, unless prior agreement was made for interim billings (for work completed). | |||||||||||
· | |||||||||||
For services that are billed according to customer usage, revenue is recognized in the month in which the usage is provided. | |||||||||||
· | |||||||||||
Professional services are recognized in the period services are provided. | |||||||||||
· | |||||||||||
Amounts that have been invoiced are recorded in accounts receivable and revenue. | |||||||||||
Our customers generally have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term. The customer would be required to pay any charge for early cancellation that their contract specifies. In the event that a customer cancels their contract, they are not entitled to a refund for services already rendered. A customer can continue service on a month-to-month basis after their contract expires. | |||||||||||
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 six months ended June 30, 2014 and 2013 were $582 and $0, respectively. | |||||||||||
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. | |||||||||||
Basic and Diluted Net Income (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. | |||||||||||
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. | |||||||||||
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. | |||||||||||
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 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) | 6 Months Ended | ||||||||||
Jun. 30, 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 | ' | ||||||||||
June 30, | |||||||||||
2014 | |||||||||||
Mind360 Studios | $ 1,000,000 | ||||||||||
Intelligent Living | 500,000 | ||||||||||
Organization costs | 7,042 | ||||||||||
Health and Beyond Nutra, LLC | 200,000 | ||||||||||
Venturian Group, Inc. (1) | 1,194,104 | ||||||||||
Perfect Solutions (1) | 386,571 | ||||||||||
Total intangible assets | 3,287,717 | ||||||||||
Less: Accumulated amortization | (446,307) | ||||||||||
Total intangible assets | $ 2,841,410 | ||||||||||
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 June 30, 2014: | |||||||||||
Recurring: | Level 1 | Level 2 | Level 3 | ||||||||
Derivative liability | $ | - | $ | - | $ | 765,215 | |||||
Total | $ | - | $ | - | $ | 765,215 | |||||
Summary of change in fair value of derivative liabilities | ' | ||||||||||
Beginning balance at December 31, 2013 | $ 951,267 | ||||||||||
Change in fair value of embedded conversion features of convertible debentures included in earnings | (237,875) | ||||||||||
Embedded conversion derivative liability recorded in connection with the issuance of convertible debentures | $ 51,823 | ||||||||||
Ending balance | $ 765,215 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
Summary of property and equipment | ' | |||||||
June 30, | December 31, | June 30, | ||||||
2014 | 2013 | 2013 | ||||||
Furniture & Office Equipment | $ 42,112 | $ 500 | $ 500 | |||||
Capitalized software development costs | 169,081 | 101,781 | 16,457 | |||||
Equipment | 371,446 | - | - | |||||
Total Property and Equipment | 582,639 | 102,281 | 16,957 | |||||
Less: Accumulated Depreciation | -206,494 | - | - | |||||
Net Property and Equipment | $ 376,145 | $ 102,281 | $ 16,957 | |||||
Acquisitions_Tables
Acquisitions (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 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 | |||||||||||
Venturian Group [Member] | ' | ||||||||||||
Indefinite-lived Intangible Assets [Line Items] | ' | ||||||||||||
Summary of purchase price | ' | ||||||||||||
Cash payment to seller | $ | 150,000 | |||||||||||
Fair value of series A preferred stock issued to seller | 610,000 | ||||||||||||
Note payable to seller | 610,000 | ||||||||||||
$ | 1,370,000 | ||||||||||||
Summary of identified assets acquired and liabilities assumed | ' | ||||||||||||
Cash | $ | 8,995 | |||||||||||
Accounts Receivable and other assets | 10,676 | ||||||||||||
Property and equipment, net | 199,464 | ||||||||||||
Intangible assets | 1,194,104 | ||||||||||||
Accounts payable and accrued expenses | (43,239 | ) | |||||||||||
$ | 1,370,000 | ||||||||||||
Perfect Solutions [Member] | ' | ||||||||||||
Indefinite-lived Intangible Assets [Line Items] | ' | ||||||||||||
Summary of purchase price | ' | ||||||||||||
Cash payment to seller | $ | 150,000 | |||||||||||
Note payable to seller | 275,000 | ||||||||||||
$ | 425,000 | ||||||||||||
Summary of identified assets acquired and liabilities assumed | ' | ||||||||||||
Cash | $ | 26,115 | |||||||||||
Accounts Receivable | 10,804 | ||||||||||||
Other current assets | (432 | ) | |||||||||||
Property and equipment, net | 30,372 | ||||||||||||
Intangible assets | 386,571 | ||||||||||||
Accounts payable and accrued expenses | (28,430 | ) | |||||||||||
$ | 425,000 | ||||||||||||
Venturian Group and Perfect Solutions,Inc [Member] | ' | ||||||||||||
Indefinite-lived Intangible Assets [Line Items] | ' | ||||||||||||
Schedule of pro forma information | ' | ||||||||||||
For the Six Months Ended June 30, | For the Year Ended December 31, | ||||||||||||
2013 | 2014 | 2012 | 2013 | ||||||||||
Revenues, net | $ | 857,998 | $ | 776,408 | $ | 1,414,621 | $ | 1,595,067 | |||||
Net income (loss) | 9,809,271 | -3,250,363 | -1,425,226 | 10,822,624 | |||||||||
Net loss per common share | $ 0.07 | $ (0.00) | $ (0.05) | $ 0.04 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Intangible Assets [Abstract] | ' | |||||||
Schedule of Intangible assets | ' | |||||||
June 30, | December 31, | June 30, | ||||||
2014 | 2013 | 2013 | ||||||
Mind360 Studios (Note 4) | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Intelligent Living (Note 4) | 507,042 | 507,042 | 507,042 | |||||
Health & Beyond | 200,000 | |||||||
Investment in Venturian, Inc. | 1,194,104 | |||||||
Investment in Perfect Solutions | 386,571 | |||||||
$ 3,287,717 | $ 1,507,042 | $ 1,507,042 | ||||||
Less: Accumulated amortization | -446,307 | - | - | |||||
Total intangible assets | $ 2,841,410 | $ 1,507,042 | $ 1,507,042 | |||||
Schedule of amortization expense | ' | |||||||
Years ending December 31,: | ||||||||
2014 | $ | 782,932 | ||||||
2015 | 1,029,239 | |||||||
2016 | 1,029,239 | |||||||
$ | 2,841,410 | |||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Related Party Transactions [Abstract] | ' | ||||||
Summary of unpaid compensation to related parties | ' | ||||||
June 30, | December 31, | June 30, | |||||
2014 | 2013 | 2013 | |||||
Dr. Rouziers, Chief Medical Officer | $ 96,000 | $ 48,000 | $ - | ||||
Josh Eikov, Chief Strategy Officer | 26,667 | 40,000 | - | ||||
Paul Favata, President | 120,167 | 56,000 | - | ||||
Victoria Rudman, Chief Executive Officer | 32,500 | 72,000 | 39,250 | ||||
Chief Financial Officer | 65,040 | - | - | ||||
Total | $ 340,374 | $ 216,000 | $ 39,250 |
Convertible_Debentures_Tables
Convertible Debentures (Tables) | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Convertible Debentures [Abstract] | ' | ||||||
Schedule of convertible debt | ' | ||||||
30-Jun-14 | 31-Dec-13 | 30-Jun-13 | |||||
Current: | |||||||
Long Side Ventures 15% convertible debenture | $ - | $ 87,116 | $ 124,530 | ||||
E-Lionheart Associates 7% convertible debenture | - | - | 13,000 | ||||
E-Lionheart Associates 7% convertible debenture | - | - | 50,000 | ||||
Arnold S. Goldin Inc. 15% convertible debenture | 4,709 | 19,250 | 24,180 | ||||
R&T Sports Marketing 15% convertible debenture | - | - | 10,195 | ||||
Somesing LLC 15% convertible debenture | - | 14,207 | 20,275 | ||||
Taconic Group LLC 15% convertible debenture | 12,009 | 40,366 | 48,170 | ||||
Taconic Group LLC 15% convertible debenture | 20,000 | 20,000 | 20,000 | ||||
Long Side Ventures 10% convertible debenture | - | 5,000 | 5,000 | ||||
Monbridge Inc. 15% convertible debenture | - | 150,000 | 150,000 | ||||
Health & Beyond | 84,500 | - | - | ||||
KBM Worldwide | 42,500 | - | - | ||||
Perfect Solutions, Inc. | 275,000 | - | - | ||||
Notes payable - current portion | 438,718 | 335,939 | 465,350 | ||||
Unamortized debt discount | -45,916 | -12,500 | -18,750 | ||||
Put Premium | 635,000 | 600,000 | 325,000 | ||||
Net current notes payable | $1,027,802 | $923,439 | $771,600 | ||||
Long term: | |||||||
New Castle County Services Inc. 5% convertible debenture | 850,000 | 850,000 | 850,000 | ||||
Pascullo 10% convertible debenture | - | 50,000 | - | ||||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | - | ||||
Michael Rogoff 10% convertible debenture | 100,000 | 100,000 | 50,000 | ||||
Long Side Ventures | 20,000 | - | - | ||||
R&T Sports Marketing | 50,000 | - | - | ||||
Long Side Ventures | 40,000 | - | - | ||||
Venturian Group, Inc. | 610,000 | - | - | ||||
Hoyts Hollow | 285,358 | - | - | ||||
Arnold Goldin | 50,000 | - | - | ||||
Brent Coetzee | 50,000 | - | - | ||||
Somesing, LLC | 50,000 | - | - | ||||
Marvin Neumann 10% convertible debenture | 75,000 | 75,000 | 50,000 | ||||
R&T DPA Blulife 7% convertible debenture | - | 49,782 | - | ||||
Long Side Ventures 10% convertible debenture | 75,000 | 75,000 | - | ||||
Notes payable - long term | 2,330,358 | 1,274,782 | 950,000 | ||||
Total notes payable | $3,358,160 | $2,198,221 | $1,721,600 | ||||
Schedule of derivative liabilities | ' | ||||||
Ending Liability at June 30, 2014 | Ending Liability at December 31, 2013 | Ending Liability at June 30, 2013 | |||||
Long Side Ventures 250k | $ 30,256 | 370,377 | $ 465,044 | ||||
Arnold Goldin 25k | 130,867 | 141,076 | 625,475 | ||||
Somesing LLC 25k | 143 | 32,416 | 48,383 | ||||
R&T Sports Marketing 25k | - | 1,272 | 25,878 | ||||
Taconic Group LLC 50k | 247,847 | 254,408 | 1,150,863 | ||||
KBM Worldwide | 84,185 | - | - | ||||
Taconic Group LLC 20k | 271,916 | 122,883 | 476,141 | ||||
Long Side Ventures 5k | - | 28,835 | 115,300 | ||||
$ 765,214 | $ 951,267 | $ 2,907,086 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Discontinued Operations [Abstract] | ' | ||||
Operating result of discontinued operations | ' | ||||
For the Six Months Ended | |||||
30-Jun | |||||
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 | - | -44,490 | |||
Interest expense | - | -31,789 | |||
Total other income (expense): | - | -45,050 | |||
Loss from discontinued operations | $ - | $ (134,905) |
Nature_of_Organization_and_Sig3
Nature of Organization and Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 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 $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | $3,287,717 | $1,507,042 | $1,507,042 | ||
Less: Accumulated Amortization | -446,307 | ' | ' | ||
Total intangible assets | 2,841,410 | 1,507,042 | [1] | 1,507,042 | |
Mind360 Studios [Member] | ' | ' | ' | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | 1,000,000 | ' | ' | ||
Intelligent Living [Member] | ' | ' | ' | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | 500,000 | ' | ' | ||
Organsiation Costs [Member] | ' | ' | ' | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | 7,042 | ' | ' | ||
Health and Beyond Nutra LLC [Member] | ' | ' | ' | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | 200,000 | ' | ' | ||
Venturian Group, Inc. [Member] | ' | ' | ' | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | 1,194,104 | [2] | ' | ' | |
Perfect Solutions [Member] | ' | ' | ' | ||
Original values of Intangible asset | ' | ' | ' | ||
Total intangible assets | $386,571 | [2] | ' | ' | |
[1] | (1) Derived from audited financial statements | ||||
[2] | (1) Venturian Group and Perfect Solutions comprise our Provectus, LLC subsidiary |
Nature_of_Organization_and_Sig5
Nature of Organization and Significant Accounting Policies (Details 2) (Recurring [Member], USD $) | Jun. 30, 2014 |
Level 1 [Member] | ' |
Recurring: | ' |
Derivative liability | ' |
Total | ' |
Level 2 [Member] | ' |
Recurring: | ' |
Derivative liability | ' |
Total | ' |
Level 3 [Member] | ' |
Recurring: | ' |
Derivative liability | 765,215 |
Total | $765,215 |
Nature_of_Organization_and_Sig6
Nature of Organization and Significant Accounting Policies (Details 3) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | ||
Nature of Organization and Significant Accounting Policies [Abstract] | ' | ' | |
Beginning balance at December 31, 2013 | $951,267 | [1] | $2,907,086 |
Change in fair value of embedded conversion features of convertible debentures included in earnings | -237,875 | ' | |
Embedded Conversion Derivative Liability Recorded In Connection With The Issuance Of Convertible Debentures | 51,823 | ' | |
Ending balance | $765,215 | $2,907,086 | |
[1] | (1) Derived from audited financial statements |
Nature_of_Organization_and_Sig7
Nature of Organization and Significant Accounting Policies (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Nature of Organization and Significant Accounting Policies (Textual) | ' | ' |
Bank deposits in insured institutions | $250,000 | ' |
Allowance for doubtful accounts | 0 | ' |
Bad debt expense | 0 | 0 |
Advertising costs | $582 | $0 |
Estimated useful lives of website development | '3 years | ' |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||
Going Concern (Textual) | ' | ' | ' | ' | ' | |
Operating loss | ($2,553,722) | ($179,288) | ($3,018,720) | ($179,288) | ' | |
Stockholders' Deficit | -1,575,436 | -3,381,077 | -1,575,436 | -3,381,077 | -2,021,288 | [1] |
Working capital deficit | ($2,478,825) | ' | ($2,478,825) | ' | ' | |
[1] | (1) Derived from audited financial statements |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Summary of property and equipment | ' | ' | ' | |
Furniture & Office Equipment | $42,112 | $500 | $500 | |
Capitalized software development costs | 169,081 | 101,781 | 16,457 | |
Equipment | 371,446 | ' | ' | |
Total Property and Equipment | 582,639 | 102,281 | 16,957 | |
Less: Accumulated Depreciation | -206,494 | ' | ' | |
Net Property and Equipment | $376,145 | $102,281 | [1] | $16,957 |
[1] | (1) Derived from audited financial statements |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Property and Equipment [Abstract] | ' | ' |
Depreciation expense | $19,047 | $21,310 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Jun. 30, 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_1
Acquisitions (Details 1) (Health and Beyond, LLC [Member], USD $) | Jun. 30, 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_2
Acquisitions (Details 2) (USD $) | Jun. 30, 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_3
Acquisitions (Details 3) (USD $) | Jun. 30, 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_4
Acquisitions (Details 4) (Venturian Group [Member], USD $) | Jun. 30, 2014 |
Venturian Group [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Cash payment to seller | $150,000 |
Fair value of series A preferred stock issued to seller | 610,000 |
Note payable to seller | 610,000 |
Aggregate purchase price | $1,370,000 |
Acquisitions_Details_5
Acquisitions (Details 5) (Venturian Group [Member], USD $) | Jun. 30, 2014 |
Venturian Group [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Cash | $8,995 |
Accounts Receivable | 10,676 |
Property and equipment, net | 199,464 |
Intangible assets | 1,194,104 |
Accounts payable and accrued expenses | -43,239 |
Fair value of assets acquired and liabilities assumed | $1,370,000 |
Acquisitions_Details_6
Acquisitions (Details 6) (Venturian Group and Perfect Solutions,Inc [Member], USD $) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Venturian Group and Perfect Solutions,Inc [Member] | ' | ' | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Revenues, net | $776,408 | $857,998 | $1,595,067 | $1,414,621 |
Net income (loss) | ($3,250,363) | $9,809,271 | $10,822,624 | ($1,425,226) |
Net loss per common share - fully diluted | $0 | $0.07 | ($0.04) | ($0.05) |
Acquisitions_Details_7
Acquisitions (Details 7) (Perfect Solutions [Member], USD $) | Jun. 30, 2014 |
Perfect Solutions [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Cash payment to seller | $150,000 |
Note payable to seller | 275,000 |
Aggregate purchase price | $425,000 |
Acquisitions_Details_8
Acquisitions (Details 8) (Perfect Solutions [Member], USD $) | Jun. 30, 2014 |
Perfect Solutions [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Cash | $26,115 |
Accounts Receivable | 10,804 |
Other current assets | -432 |
Property and equipment, net | 30,372 |
Intangible assets | 386,571 |
Accounts payable and accrued expenses | -28,430 |
Fair value of assets acquired and liabilities assumed | $425,000 |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Feb. 25, 2014 | Apr. 05, 2013 | Jul. 16, 2013 | Mar. 31, 2014 | Jan. 04, 2014 | Jun. 30, 2014 | |
Intelligent Living [Member] | Acquisition of Mind360 [Member] | Acquisition of Mind360 [Member] | Health and Beyond, LLC [Member] | Health and Beyond, LLC [Member] | |||
New Castle County Services Inc [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 payment | ' | ' | ' | ' | 100,000 | ' | ' |
Restricted common shares issued | 535,656 | ' | ' | ' | ' | ' | 35,000,000 |
Restricted common shares par value | ' | ' | ' | ' | ' | ' | $0.00 |
Royalty interest rate | ' | 7.00% | ' | ' | ' | ' | 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 $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | |
Total intangible assets | $3,287,717 | $1,507,042 | $1,507,042 | |
Less: Accumulated Amortization | -446,307 | ' | ' | |
Total intangible assets | 2,841,410 | 1,507,042 | [1] | 1,507,042 |
Mind360 Studios [Member] | ' | ' | ' | |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | |
Total intangible assets | 1,000,000 | 1,000,000 | 1,000,000 | |
Intelligent Living [Member] | ' | ' | ' | |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | |
Total intangible assets | 507,042 | 507,042 | 507,042 | |
Health & Beyond [Member] | ' | ' | ' | |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | |
Total intangible assets | 200,000 | ' | ' | |
Investment in Venturian, Inc. [Member] | ' | ' | ' | |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | |
Total intangible assets | 1,194,104 | ' | ' | |
Investment in Perfect Solutions [Member] | ' | ' | ' | |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | |
Total intangible assets | $386,571 | ' | ' | |
[1] | (1) Derived from audited financial statements |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' | ' | |
2014 | $782,932 | ' | ' | |
2015 | 1,029,239 | ' | ' | |
2016 | 1,029,239 | ' | ' | |
Total intangible assets | $2,841,410 | $1,507,042 | [1] | $1,507,042 |
[1] | (1) Derived from audited financial statements |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) | 6 Months Ended |
Jun. 30, 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 | '3 years |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Related Party Transaction [Line Items] | ' | ' | ' |
Unpaid compensation | $340,374 | $216,000 | $39,250 |
Dr. Rouziers, Chief Medical Officer [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Unpaid compensation | 96,000 | 48,000 | ' |
Josh Eikov, Chief Strategy Officer [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Unpaid compensation | 26,667 | 40,000 | ' |
Paul Favata, President [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Unpaid compensation | 120,167 | 56,000 | ' |
Victoria Rudman, Chief Executive Officer [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Unpaid compensation | 32,500 | 72,000 | 39,250 |
Chief Financial Officer [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Unpaid compensation | $65,040 | ' | ' |
Convertible_Debentures_Details
Convertible Debentures (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | $438,718 | $335,939 | $465,350 | |
Unamortized debt discount | -9,375 | -12,500 | -18,750 | |
Put Premium | 635,000 | 600,000 | 325,000 | |
Net current notes payable | 1,027,802 | 923,439 | [1] | 771,600 |
Notes payable - long term | 2,330,358 | 1,274,782 | [1] | 950,000 |
Total notes payable | 3,358,160 | 2,198,221 | 1,721,600 | |
Convertible Debentures [Member] | Long Side Ventures 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | 87,116 | 124,530 | |
Notes payable - long term | ' | ' | ' | |
Convertible Debentures [Member] | E-Lionheart Associates 7% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | ' | 13,000 | |
Convertible Debentures [Member] | E-Lionheart Associates 7% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | ' | 50,000 | |
Convertible Debentures [Member] | Arnold S. Goldin Inc 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 4,709 | 19,250 | 24,180 | |
Convertible Debentures [Member] | R&T Sports Marketing 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | ' | 10,195 | |
Notes payable - long term | ' | ' | ' | |
Convertible Debentures [Member] | Somesing LLC 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | 14,207 | 20,275 | |
Notes payable - long term | 50,000 | ' | ' | |
Convertible Debentures [Member] | Taconic Group LLC 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 12,009 | 40,366 | 48,170 | |
Convertible Debentures [Member] | Taconic Group LLC 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 20,000 | 20,000 | 48,170 | |
Convertible Debentures [Member] | Long Side Ventures 10% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 5,000 | ' | 5,000 | |
Notes payable - long term | ' | ' | ' | |
Convertible Debentures [Member] | Monbridge Inc 15% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | 150,000 | 150,000 | |
Convertible Debentures [Member] | Health And Beyond [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 84,500 | ' | ' | |
Convertible Debentures [Member] | New Castle County Services Inc 5% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | 850,000 | 850,000 | 850,000 | |
Convertible Debentures [Member] | Pascullo 10% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | ' | 50,000 | ' | |
Convertible Debentures [Member] | Long Side Ventures 10% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | ' | 5,000 | |
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 | 50,000 | |
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 | 50,000 | |
Convertible Debentures [Member] | R&T DPA Blulife 7% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | ' | 49,782 | ' | |
Convertible Debentures [Member] | Long Side Ventures 10% [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | ' | ' | ' | |
Notes payable - long term | 75,000 | 75,000 | ' | |
Convertible Debentures [Member] | Kbm Worldwide [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 42,500 | ' | ' | |
Convertible Debentures [Member] | Perfect Solutions, Inc. [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - current portion | 275,000 | ' | ' | |
Convertible Debentures [Member] | Venturian Group, Inc [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | 610,000 | ' | ' | |
Convertible Debentures [Member] | Hoyts Hollow [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | 285,358 | ' | ' | |
Convertible Debentures [Member] | Arnold Goldin [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | 50,000 | ' | ' | |
Convertible Debentures [Member] | Brent Coetzee [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Notes payable - long term | $50,000 | ' | ' | |
[1] | (1) Derived from audited financial statements |
Convertible_Debentures_Details1
Convertible Debentures (Details 1) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | $765,215 | ' | $951,267 | [1] | $2,907,086 |
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 | 30,256 | ' | 370,377 | 465,044 | |
Convertible Debt [Member] | Arnold Goldin 25k [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | 130,867 | 33,694 | 141,076 | 625,475 | |
Convertible Debt [Member] | Somesing LLC 25k [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | 143 | ' | 32,416 | 48,383 | |
Convertible Debt [Member] | R&T Sports Marketing 25k [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | ' | ' | 1,272 | 25,878 | |
Convertible Debt [Member] | Taconic Group LLC 50k [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | 247,847 | ' | 254,408 | 1,150,863 | |
Convertible Debt [Member] | Taconic Group LLC 20k [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | 271,916 | ' | 122,883 | 476,141 | |
Convertible Debt [Member] | Long Side Ventures 5k [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | 463,237 | ' | 28,835 | 115,300 | |
Convertible Debt [Member] | Kbm Worldwide [Member] | ' | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | ' | |
Derivative liability | $84,185 | ' | ' | ' | |
[1] | (1) Derived from audited financial statements |
Convertible_Debentures_Details2
Convertible Debentures (Details Textual) (USD $) | Jun. 30, 2014 | Jan. 31, 2013 | Apr. 07, 2014 | Jun. 30, 2014 | Sep. 18, 2012 | Mar. 11, 2014 | Jun. 30, 2014 | Sep. 18, 2012 | Jun. 30, 2014 | Sep. 18, 2012 | Apr. 07, 2014 | Feb. 11, 2011 | Jun. 30, 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 | Apr. 07, 2014 | Mar. 11, 2014 | Apr. 07, 2014 | Mar. 24, 2014 | Feb. 20, 2014 | Mar. 24, 2014 | Apr. 07, 2014 | Apr. 25, 2014 | Apr. 25, 2014 | Apr. 25, 2014 | Jun. 10, 2014 |
Taconic Group LLC 15% [Member] | Taconic Group LLC 15% [Member] | Arnold S. Goldin Inc 15% [Member] | Arnold S. Goldin Inc 15% [Member] | Arnold S. Goldin Inc 15% [Member] | R&T Sports Marketing [Member] | R&T Sports Marketing [Member] | R&T Sports Marketing [Member] | Somesing LLC 15% [Member] | Somesing LLC 15% [Member] | Brent Coetzee [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] | 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] | Arnold S. Goldin Inc 15% [Member] | R&T Sports Marketing [Member] | Somesing LLC 15% [Member] | Long Side Ventures 10% [Member] | Long Side Ventures 10% [Member] | Long Side Ventures 10% [Member] | Brent Coetzee [Member] | Venturian Group, Inc [Member] | Perfect Solutions, Inc. [Member] | Hoyts Hollow Management Llc [Member] | Kbm Worldwide [Member] | |||||||||||||||
Convertible Debentures (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, description | ' | ' | ' | ' | ' | '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 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 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 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 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. | '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. | '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. | '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 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. | ' | ' | ' | 'Convertible after 180 days into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 52% multiplied by the Market Price (representing a discount rate of 48%). "Market Price" means the average of lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | $0.00 |
Carrying value of the note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $610,000 | $275,000 | $300,000 | ' |
Purchase and sale of convertible notes | ' | ' | 50,000 | ' | ' | 50,000 | ' | ' | ' | ' | 50,000 | 250,000 | ' | ' | 20,000 | 5,000 | 100,000 | 50,000 | 50,000 | 75,000 | 150,000 | ' | 50,000 | 50,000 | 50,000 | 50,000 | 20,000 | 20,000 | 20,000 | 50,000 | ' | ' | ' | ' |
Annual interest rate on convertible notes issued | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 15.00% | ' | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' | 18.00% | ' |
Convertible notes maturity date | ' | ' | 7-Apr-16 | ' | ' | 11-Mar-16 | ' | ' | ' | ' | 7-Apr-16 | ' | ' | ' | 31-Jan-15 | 21-Feb-15 | 12-Nov-15 | 1-Mar-15 | 1-Mar-15 | 31-Dec-15 | 1-May-14 | ' | 25-Sep-15 | 7-Apr-16 | 11-Mar-16 | 7-Apr-16 | 24-Mar-16 | 20-Feb-16 | 24-Mar-16 | 7-Apr-16 | 1-Apr-16 | 1-Jan-15 | 1-Nov-15 | 15-Mar-15 |
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% | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | ' |
Portion of debentures acquired | 12,009 | 50,000 | ' | 4,709 | 25,000 | ' | 0 | 25,000 | 0 | 25,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price Of Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional expenses incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding principal balance at June 30, 2014 | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | 285,358 | ' | 20,000 | 0 | 100,000 | 75,000 | 75,000 | 75,000 | 0 | 850,000 | 0 | 50,000 | 50,000 | 50,000 | 40,000 | 20,000 | 40,000 | 50,000 | 610,000 | 275,000 | ' | 42,500 |
Convertible note cash payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' |
Common stock shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 132,391,304 | ' | ' | ' |
Principal interest amount of convertible debenture total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $28,792 | ' | $19,142 | ' |
Convertible Debenture,Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance 110% of the principal amount; (b) between 31 and 60 days after issuance 115% of the principal amount; (c) between 61 and 90 days after issuance 120% of the principal amount; (d) between 91 and 120 days after issuance 125% of the principal amount; and (e) between 121 and 180 days after issuance 130% of the principal amount. The purchase and sale of the Note closed on June 10, 2014, the date that the purchase price was delivered to us. The principal balance outstanding at June 30, 2014 is $42,500. |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||||||||||||||
Feb. 25, 2014 | Mar. 29, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2011 | Jan. 31, 2014 | Jan. 07, 2014 | Sep. 15, 2011 | Feb. 08, 2011 | 21-May-10 | Jun. 30, 2014 | Mar. 31, 2013 | Mar. 10, 2010 | Feb. 25, 2014 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Feb. 25, 2014 | Feb. 25, 2014 | Apr. 25, 2014 | Jun. 30, 2014 | Apr. 05, 2013 | Jun. 30, 2014 | ||
Votes | Health and Beyond Nutra LLC [Member] | CEO [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [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] | Paul Favata [Member] | L. Joshua Eikov | Employment agreements [Member] | Consultants, vendors and advisory board members [Member] | Former officer and shareholder [Member] | Employees and officers of the Company [Member] | |||||||
Votes | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Stockholders' Equity (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock, shares authorized | 96,000 | ' | 20,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 96,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred Stock, Shares Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,680,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock, par value | $1 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Conversion rate of each series A preferred stock into common stock (Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | |
Shares issued to officer | ' | ' | 62,886,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,000 | 40,000 | ' | ' | ' | ' | |
Shares issued to officer, Value | ' | ' | $126,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Share price | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | |
Stock issued for services, shares | ' | ' | ' | ' | ' | ' | ' | 720,000 | 6,000,000 | 120,000 | 708,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 537,600 | 69,691,792 | 3,300,000 | 886,122,371 | |
Stock issued for services, value | ' | ' | ' | ' | ' | ' | ' | 7,200 | 900,000 | 168,000 | 3,541,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 385,807 | 156,530 | ' | 1,517,982 | |
Preference shares redeemed | ' | 2,148,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,124,000 | 1,014,000 | 10,000 | ' | ' | ' | ' | ' | ' | |
Value of preferred shares redeemed | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Accrued salaries | ' | ' | 340,374 | 216,000 | [1] | 39,250 | ' | ' | 72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to additional paid in capital salary forgiven | ' | ' | ' | ' | ' | ' | ' | 64,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Royalty interest rate | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Description of voting rights | '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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
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. | ||||||||||||||||||||||||
Number of voting rights | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Increased authorized common shares | ' | ' | ' | ' | ' | 6,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares issued pursuant to an asset acquisition agreement | ' | ' | 992,107,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares issued pursuant to an asset acquisition agreement, value | ' | ' | 535,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares issued for conversion of convertible debentures | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares issued for conversion of convertible debentures, value | ' | ' | ' | ' | ' | ' | $24,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | (1) Derived from audited financial statements |
Discontinued_Operations_Detail
Discontinued Operations (Details) (Discontinued Operations [Member], USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 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 | ' | -44,490 |
Interest expense | ' | -31,789 |
Total other income (expense): | ' | -45,050 |
Loss from discontinued operations | ' | ($134,905) |
Discontinued_Operations_Detail1
Discontinued Operations (Details Textual) (Preferred Class A [Member]) | 0 Months Ended |
Apr. 05, 2013 | |
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 |
Feel Golf Company, Inc. | ' |
Discontinued Operation Textual [Abstract] | ' |
Conversion of stock, shares converted | 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. |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], Convertible Notes [Member], USD $) | 0 Months Ended |
Jul. 07, 2014 | |
Adar Bays, LLC [Member] | ' |
Subsequent Event [Line Items] | ' |
Purchase and sale of convertible notes | $50,000 |
Notes bear interest rate | 8.00% |
Convertible notes maturity date | 7-Jul-15 |
Common Stock, Conversion Basis | 'The principal and accrued interest under the Notes will be convertible into shares of Common Stock of the Company at a 45% discount to the lowest trading price with a 12 day look back. The Notes may be prepaid with during the first 180 days at 150% of the face amount plus any accrued interest. This Note may not be prepaid after the 180th day. |
LG Capital Funding, LLC [Member] | ' |
Subsequent Event [Line Items] | ' |
Purchase and sale of convertible notes | $75,000 |
Notes bear interest rate | 8.00% |
Convertible notes maturity date | 7-Jul-15 |
Common Stock, Conversion Basis | 'The principal and accrued interest under the Notes will be convertible into shares of Common Stock of the Company at a 45% discount to the lowest trading price with a 12 day look back. The Notes may be prepaid with during the first 180 days at 150% of the face amount plus any accrued interest. This Note may not be prepaid after the 180th day. |
Restatement_Details
Restatement (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||
Total assets | $3,434,557 | $1,624,589 | $3,434,557 | $1,624,589 | $1,695,018 | [1] |
Total Liabilities | 5,009,994 | 5,005,665 | 5,009,994 | 5,005,665 | 3,716,306 | [1] |
Derivative liability | 765,215 | 2,907,086 | 765,215 | 2,907,086 | 951,267 | [1] |
Net income | 2,018,419 | 9,810,320 | -3,177,580 | 9,675,415 | ' | |
Previously Reported [Member] | ' | ' | ' | ' | ' | |
Total assets | 1,631,322 | ' | 1,631,322 | ' | ' | |
Total Liabilities | 1,370,075 | ' | 1,370,075 | ' | ' | |
Net income | ' | ' | 3,718,879 | ' | ' | |
Restatement Adjustment [Member] | ' | ' | ' | ' | ' | |
Total assets | 1,624,589 | ' | 1,624,589 | ' | ' | |
Total Liabilities | 4,234,065 | ' | 4,234,065 | ' | ' | |
Derivative liability | 2,907,086 | ' | 2,907,086 | ' | ' | |
Net income | ' | ' | $9,675,415 | ' | ' | |
[1] | (1) Derived from audited financial statements |