Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GS ENVIROSERVICES, INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001163966 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Common Stock, Shares Outstanding | ' | 377,326,779 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
BALANCE SHEETS | ' | ' |
Cash | ' | $2,048 |
Interest receivable - affiliate | 9,718 | ' |
Total current assets | 9,718 | 2,048 |
Intangible asset, net of accumulated amortization of $1,194 and $694, respectively | 1,556 | 2,306 |
TOTAL ASSETS | 11,274 | 4,354 |
Cash overdraft | 8,802 | ' |
Convertible debenture, net of discount of $0 and $136,535, respectively | 159,000 | 22,465 |
Accounts payable | 79,606 | 18,243 |
Accrued expenses | 338,202 | 149,159 |
Convertible note, net of discount of $14,444 and $0, respectively | 18,056 | ' |
Liability to be settled in stock | 10,000 | 10,000 |
Liability for derivative conversion feature - convertible debenture | 559,635 | 497,111 |
Liability for derivative conversion feature - convertible note | 33,415 | ' |
Due to affiliates | 25,261 | 76,138 |
Total current liabilities | 1,231,977 | 773,116 |
Total Liabilities | 1,231,977 | 773,116 |
Common stock, $.0001 par value, 10,000,000,000 shares authorized,110,926,954 and 72,605,054 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 20,236 | 16,404 |
Treasury stock, 99,394,946 shares at cost | -578,008 | -578,008 |
Additional paid-in capital | 6,523,511 | 6,214,134 |
Common stock subscribed | 10,000 | ' |
Note receivable - shareholder | -228,573 | -129,000 |
Retained deficit | -6,967,869 | -6,292,292 |
Total stockholders' equity (deficit) | -1,220,703 | -768,762 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $11,274 | $4,354 |
BALANCE_SHEET_PARENTHETICAL
BALANCE SHEET PARENTHETICAL (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
BALANCE SHEET PARENTHETICAL | ' | ' |
Intangible Asset accumulated amortization | $1,444 | $694 |
Convertible Debenture unamortized discount | ' | 136,535 |
Convertible note unamortized discount | $14,444 | ' |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock shares issued | 110,926,954 | 72,605,054 |
Common stock shares outstanding | 110,926,954 | 72,605,054 |
Treasury stock shares | 99,394,946 | 99,394,946 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Revenues | $100 | ' | $100 | ' |
Cost of revenues | ' | ' | ' | ' |
Gross profit- | 100 | ' | 100 | ' |
General and administrative expenses | 185,687 | 68,788 | 358,012 | 123,987 |
Research and development | 26,423 | ' | 80,318 | ' |
Total operating expenses | 212,110 | 68,788 | 438,330 | 123,987 |
Operating loss | -212,010 | -68,788 | -438,230 | -123,987 |
Gain on extinguishment of debt | ' | ' | 18,000 | 75,000 |
Cost of conversion feature on convertible note | 9,638 | ' | -6,987 | ' |
Income (loss) from change in value of conversion feature - convertible debenture | -164,665 | 24,833 | -62,524 | 24,833 |
Income (loss) from change in value of conversion feature - convertible note | -10,459 | ' | 6,071 | ' |
Amortization of debt discount | -10,833 | ' | -154,591 | ' |
Interest income - affiliate | 1,935 | ' | 9,718 | ' |
Interest expense | -30,891 | ' | -47,035 | -5,967 |
Total other income (expense), net | -205,275 | 24,833 | -237,347 | 96,866 |
Loss before provision for income taxes | -417,285 | -43,955 | -675,577 | -30,121 |
Provision for income taxes | ' | ' | ' | ' |
Net loss | ($417,285) | ($43,955) | ($675,577) | ($30,121) |
Basic income (loss) per share | ' | ' | ' | ' |
Diluted income (loss) per share | ' | ' | ' | ' |
Basic | 107,843,885 | 87,361,300 | 84,617,774 | 63,047,194 |
Diluted | 107,843,885 | 87,361,300 | 84,617,774 | 63,047,194 |
STATEMENT_OF_CASH_FLOWS
STATEMENT OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
STATEMENT OF CASH FLOWS | ' | ' |
Net income (loss) | ($675,577) | ($30,121) |
Gain on extinguishment of debt | -18,000 | -75,000 |
Amortization | 155,341 | ' |
Loss (income) from conversion features | 56,453 | -24,833 |
Cost of conversion feature | 6,987 | ' |
Expenses paid directly by shareholder | 31,450 | ' |
Stock-based compensation | 85,000 | ' |
Interest incurred - affiliate debt exchange | 22,219 | ' |
Change in interest receivable - affiliate | -9,718 | ' |
Change in bank overdraft | 8,802 | ' |
Change in accounts payable and accrued expenses | 268,405 | 85,399 |
Net cash flows used in continuing operations | -68,638 | -44,555 |
Proceeds from convertible note | 32,500 | -111,015 |
Related party advances (repayments) | -5,900 | 44,955 |
Proceeds from stock issuances | 55,000 | 111,015 |
Net cash provided by financing activities | 66,590 | 44,955 |
Increase (decrease) in cash | -2,048 | 400 |
Cash at beginning of period | 2,048 | ' |
Cash at end of period | ' | 400 |
Forgiveness of related party debt | ' | 472,595 |
Settlement of affiliate balance with common stock and/or warrants | 98,646 | 26,000 |
Forgiveness of accrued compensation | ' | 112,500 |
Issuance of subscription note receivable for common stock and/or warrants | 99,573 | 225,000 |
Repurchase of common stock with convertible debentures/derivate | ' | $338,008 |
Note_1_Business_Description_an
Note 1: Business Description and Basis of Presentation | 9 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Note 1: Business Description and Basis of Presentation | ' | |
NOTE 1 | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
The Company is a clean energy & sustainability technology, technology project development and media company. Our operations consist of research and development activities involving proprietary technology that we have licensed, as well as green technology acquisition and development and online news & directory publishing in the industry. Our technology development model involves the early-stage development and intellectual property protection of our technologies with a view towards generating revenue through technology licensing of successfully developed clean energy technologies. Our online news business involves publishing research and editorial content relevant to regional green issues, and a directory of green businesses that sell into the target market. Content categories include technology, products, services, politics, etc. | ||
The balance sheet at December 31, 2012 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2012. | ||
GOING CONCERN | ||
The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. The Company has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to raise capital will depend on our success in obtaining financing and our success in developing revenue sources. |
Note_2_Business_Description_an
Note 2: Business Description and Accounting Policies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Notes | ' | ||||
Note 2: Business Description and Accounting Policies | ' | ||||
NOTE 2 | CRITICAL ACCOUNTING POLICIES AND 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |||||
BASIC AND DILUTED EARNINGS PER SHARE (“EPS”) | |||||
Basic (loss) earnings per share is computed by dividing net income by the weighted average common shares outstanding during a period. Diluted (loss) earnings per share is based on the treasury stock method and includes the effect from potential issuance of common stock assuming the exercise of all stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive. Potentially future dilutive shares at September 30, 2013 are 41,743,800 shares from the conversions of outstanding common stock warrants, 1,590,000,000 shares (based on conversion price at September 30, 2013) from conversion of the convertible debenture (see Note 3, Convertible Debenture, below), and 1,625,000 shares (based on conversion price at September 30, 2013) from conversions of the convertible promissory note issued on April 29, 2013 (see Note 4, Convertible Promissory Note, below). | |||||
EVALUATION OF LONG LIVED ASSETS | |||||
Long-lived assets are assessed for recoverability on an ongoing basis. In evaluating the fair value and future benefits of long-lived assets, their carrying value would be reduced by the excess, if any, of the long-lived asset over management’s estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. Acquired intangible assets with finite lives are amortized over the life of the underlying asset. | |||||
In October 2012, the Company acquired intangible assets from an individual, including the sandiegolovesgreen.com and americalovesgreen.com domain names, archived website content, and leads and sponsor lists. As consideration for the purchase of these assets, the Company paid $3,000 in cash and 500,000 shares of its common stock. The shares of stock were valued at $0.02 per share, which was the market price of its common stock on the commitment date, and had not been issued as of September 30, 2013. As additional contingent consideration for the assets, the Company shall pay 7% of the gross profit earned from the operation of the website under the domain name sandiegolovesgreen.com within 30 days of each calendar quarter. The Company allocated value to the domain names at $3,000 and to the software content at $10,000. During 2012, the Company determined that the website content would require substantial modification and upgrade to be operational, and therefore recognized an impairment of $10,000 in operating expenses on the Statement of Operations for the year ended 2012. The domain names were estimated to have a three year life, and are being amortized over that period. | |||||
The Company’s intangible asset consisted of the following: | |||||
September 30, | |||||
2013 | |||||
Domain names | $ | 3,000 | |||
Less accumulated amortization | -1,444 | ||||
Total | $ | 1,556 | |||
Amortization expense was $250 and $0 for the three months ended September 30, 2013 and 2012, respectively, and $750 and $0 for the nine months ended September 30, 2013 and 2012, respectively. | |||||
FAIR VALUE MEASUREMENTS AND DISCLOSURES | |||||
The Company adopted ASC 820, Fair Value Measurements and Disclosures. This topic defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In January 2010, the FASB issued an update to ASC 820, which requires additional disclosures about inputs into valuation techniques, disclosures about significant transfers into or out of Levels 1 and 2, and disaggregation of purchases, sales, issuances, and settlements in the Level 3 rollforward disclosure. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: | |||||
Level 1 | quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives | ||||
Level 2 | inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges | ||||
Level 3 | unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models | ||||
The following table presents the embedded derivative liabilities, the Company’s only financial asset or liability measured and recorded at fair value on the Company’s Balance Sheet on a recurring basis and its level within the fair value hierarchy during the three months ended September 30, 2013: | |||||
Embedded conversion liabilities as of September 30, 2013: | |||||
Level 1 | $ | -- | |||
Level 2 | -- | ||||
Level 3 | 593,050 | ||||
Total | $ | 593,050 | |||
The following table reconciles, for the nine months ended September 30, 2013, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements: | |||||
Balance of embedded derivatives at December 31, 2012 | 497,111 | ||||
Recognition of new conversion feature at fair value | 39,486 | ||||
Changes in fair value during period | 56,453 | ||||
Balance at September 30, 2013 | $ | 593,050 | |||
Note_3_Convertible_Debenture
Note 3: Convertible Debenture | 9 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Note 3: Convertible Debenture | ' | |
NOTE 3 | CONVERTIBLE DEBENTURE | |
During the year ended December 31, 2011, the Company was party to a 2009 convertible debenture (the “Exchange Debenture”) with a former chief executive officer in the original principal amount of $240,000. Interest was payable under the Exchange Debenture at 12% per annum in cash or in shares of Company common stock. The holder could convert the principal amount and accrued interest due under the Exchange Debenture into common stock at a conversion price equal to 90% of the lowest closing market price during the 20 trading days preceding conversion. The Company determined that the conversion feature of the Exchange Debenture met the criteria of Financial Accounting Standards Codification (“ASC”) 480-10-25-14 to be recorded as a liability as it could result in the note being converted into a variable number of shares. At the commitment date, the Company determined the value of the Exchange Debenture to be an aggregate $264,827, which represented the face value of $240,000 plus the present value of the liability for the conversion features of $24,827. The Company recorded the $24,827 to interest expense at the commitment dates of the Exchange Debenture. The difference between the fair value of the conversion feature and the present value was accreted through interest expense. Effective April 14, 2012, the Company issued 7,968,540 restricted shares of Company common stock to the holder of the 2009 convertible debenture in full satisfaction of any and all amounts due from the Company to the holder. | ||
Effective July 31, 2012, Viridis Capital, LLC (“Viridis”), an entity owned by the individual who was our chief executive officer at that time, entered into an agreement with 11235 Factor Fund, LLC (“Factor”) pursuant to which Factor purchased 91,426,406 shares of Company common stock. Factor then assigned 100% of its interest in those shares to the Company in exchange for $275,000 in convertible debentures (the “Factor Debenture”). Factor was 100% owned by Viridis at the time of this transaction but was beneficially owned by an unaffiliated third party at September 30, 2013. | ||
The Factor Debenture bears interest at the rate of 20% per annum and permitted conversion into the Company’s common stock. The Company determined that the conversion feature of the Factor Debenture met the criteria of ASC 480-10-25-14 to be recorded as a liability as it could result in the note being converted into a variable number of shares. At the commitment date, the Company determined the value of the Factor Debenture to be an aggregate of $338,008, which represented the face value of $275,000 plus the present value of the liability for the conversion features of $63,008. On December 15, 2012, the terms for the conversion price underlying the Factor Debenture were automatically modified due to the fact that the Factor Debenture was not fully paid on or before that date. The modified conversion price equals the lesser of (1) $0.01 per share, (2) the lowest price per share paid by any purchaser of Company securities, or (3) 50% of the lowest volume weighted average closing bid price (“VWAP”) for the Company common stock for the 90 trading days preceding conversion; provided, however, that Factor cannot convert the Factor Debenture into shares that would result in the holder or its affiliates owning in excess of 4.99% of the Company’s outstanding common shares. The Company determined that the modified conversion feature of the Factor Debenture met the criteria for recognition under ASC 815-15, Embedded Derivatives, whereby the fair value of the embedded derivative was bifurcated from the host contract. The fair value of the derivative liability was determined utilizing a probability-weighted Black-Scholes valuation model and the following assumptions: expected life –0.5 six months; volatility (669%); risk-free rate (0.9%); dividends 0.0%(none). The Company estimated the probability of the lowest conversion price to be at 85% for the first alternative conversion price above, 10% for second alternative conversion price, and 5% for third alternative conversion price, and determined the initial fair value of the derivative liability to be $514,283, with $159,000 recognized as a debt discount. In the event of default that is not cured, the conversion price of the Factor Debenture would be automatically reduced to $0.0001 per share. The maturity date of the Factor Debenture was June 30, 2013 (refer to Item 3 below for further discussion). If the debenture is not fully paid by the maturity date, the conversion price would be automatically and permanently amended to the lesser of $0.0001 per share or 50% of the VWAP for the 90 days preceding conversion. The Company and the Company’s majority shareholder, GreenSource Corporation, have granted Factor a first priority security interest in and to all of the Company’s and GreenSource’s assets, including 65,000,000 Company common shares beneficially owned by GreenSource, to secure the Company’s repayment and other obligations under the Factor Debenture and the documents executed in connection therewith. The Company and Factor entered into a forbearance agreement in December 2012 in respect of a stated event of default under the Factor Debenture, and pursuant to which the Company agreed to issue Factor 7,283,787 common shares at $0.0001 per share. | ||
On April 14, 2013, the Company and Factor entered into an amended forbearance agreement in respect of a stated event of default under certain debentures issued by the Company to Factor, and pursuant to which the Company and Factor agreed (a) to amend the securities purchase agreement executed by the Company in connection with the debentures issued to Factor to eliminate a requirement to issue shares to the Company's former chief executive officer; (b) to extend the time for the Company to comply with its December 2012 forbearance agreement with Factor until April 30, 2013; and (c), to give Factor the right to convert an $1,800 portion of the interest due to Factor at a fixed rate of $0.0001 in accordance with the default provisions of the debentures issued to Factor. The April 14, 2013 amended forbearance agreement also provided for the forfeiture and waiver of the Company's former chief executive officer's right to receive any and all compensation for services rendered prior to December 31, 2012. On May 14, 2013, the Company and Factor entered into a letter agreement pursuant to which Factor agreed to extend the time for the Company to comply with its December 2012 forbearance agreement with Factor until May 31, 2013. | ||
Under the terms of the Factor Debenture, since the debenture was not fully paid by the maturity date, the conversion price was automatically and permanently amended to the lesser of $0.0001 per share or 50% of the VWAP for the 90 days preceding conversion. On September 9, 2013 Factor declared the Company in default under the terms of the Factor Debenture. The Company recognized a loss of $164,665 and $62,524, respectively, from the increase in value of the underlying conversion feature for the three and nine months ended September 30, 2013. The increase in value was derived through an estimate of the probability that the Factor Debenture may be converted at par value, pursuant to the terms of the Factor Debenture, and was capped at an estimated maximum valuation based on the then current market capitalization assuming an estimated value per common share of $0.005. | ||
The value of the Factor Debenture at September 30, 2013 was $718,635, which represented the face value of $159,000 plus the present value of the liability for the conversion features of $559,635. | ||
On October 29, 2013 the Company, Factor and GreenSource Corporation entered into a forbearance agreement pursuant to which Factor converted $25,000 of accrued interest into 250,000,000 shares of common stock. In connection with the October 2013 forbearance agreement, the Company’s board of directors resigned and were replaced by a nominee of Factor, who also now serves as the sole officer of the Company. |
Note_4_Convertible_Promissory_
Note 4: Convertible Promissory Note | 9 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Note 4: Convertible Promissory Note | ' | |
NOTE 4 | CONVERTIBLE PROMISSORY NOTE | |
On April 29, 2013, the Company entered into a convertible promissory note (the “Note”) with Asher Enterprises (“Holder”) for $32,500 due on January 31, 2014 (“maturity date”). The Note accrues interest of 8% per annum through the maturity date. If the Note is not paid in full by the maturity date, the interest rate will increase to 22% per annum from the maturity date. The Holder of the Note shall have the right, at any time during the period beginning on the date which is one hundred eighty days from the date of the Note, to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price defined as 50% of the average of the lowest three trading prices for the Common Stock during the fifteen trading day period ending on the trading day prior to the conversion date. In the event the Company (a) makes a public announcement that it intends to consolidate or merge with any other corporation or sell or transfer all or substantially all of the assets of the Company or (b) any person, group or entity publicly announces a tender offer to purchase 50% or more of the Company’s Common Stock, then the conversion price shall be equal to the lower of the conversion price which would have been applicable for a conversion occurring on the announcement date and the conversion price that would otherwise be in effect. The conversion feature has been accounted for at fair value as a derivative in accordance with ASC 815 which requires it to be accounted for a liability. The fair value of the derivative liability was determined utilizing a Black-Scholes valuation model and the following assumptions: expected life – ten months; volatility (184%); risk-free rate (0.12%); dividends (none). The debt discount of $32,500 was recorded as of the agreement date and is being amortized over the life of the agreement. The amortization expense recorded for the three and nine months ended September 30, 2013 relating to this convertible note was $10,834 and $18,056, respectively. |
Note_5_Commitments_and_Conting
Note 5: Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Note 5: Commitments and Contingencies | ' | |
NOTE 5 | COMMITMENTS AND CONTINGENCIES | |
Effective September 30, 2012, the Company entered into a license agreement with FLUX Photon Corporation (“Licensor”), pursuant to which Licensor granted the Company a non-exclusive license to use and practice the Licensor’s technologies in residential and commercial roof-top applications in North America. The license agreement requires the Company to build a commercial prototype based on the licensed technologies on or before June 30, 2014, and to commence commercial sales with the licensed technologies on or before December 31, 2015. The license agreement further provides for a royalty fee of 10% of the Company’s gross sales involving the licensed technologies, and requires the Company to pay Licensor a minimum of $25,000 in cash per calendar quarter commencing January 1, 2013 for research and development services conducted by Licensor’s staff (which amount is payable to Licensor, at its sole option, in the form of Company common stock or other securities). The Company accrued $25,000 and $75,000, respectively, in research costs due to the Licensor for the three and nine months ended September 30, 2013. The Company and Licensor have entered into discussions regarding execution of an amended license agreement to provide for exclusivity and an expansion of the licensed rights. | ||
In October 2012, the Company acquired intangible assets from an individual, including the sandiegolovesgreen.com and americalovesgreen.com domain names, archived website content, and leads and sponsor lists. As consideration for the purchase of these assets, the Company paid $3,000 in cash and 500,000 shares of its common stock. The shares of stock were valued at $0.02 per share, which was the market price of its common stock on the commitment date. As additional contingent consideration for the assets, the Company shall pay 7% of the gross profit earned from the operation of the website under the domain name sandiegolovesgreen.com within 30 days of each calendar quarter. The Company allocated value to the domain names at $3,000 and to the software content at $10,000. During 2012, the Company determined that the website content would require substantial modification and upgrade to be operational, and therefore recognized an impairment of $10,000 in operating expenses on the Statement of Operations for the year ended 2012. The domain names were estimated to have a three year life, and are being amortized over that period. As a part of this transaction, the Company entered into a consulting agreement with the former owner of the websites acquired. The agreement is for $2,000 per month, has no set term and may be cancelled by either party with three weeks’ notice. The consulting agreement was cancelled by the Company in August 2013. |
Note_6_Related_Party_Transacti
Note 6: Related Party Transactions | 9 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Note 6: Related Party Transactions | ' | |
NOTE 6 | RELATED PARTY TRANSACTIONS | |
On April 13, 2012, the Company’s former chairman, Kevin Kreisler, provided $26,000 in cash to the Company for working capital purposes. Effective April 16, 2012, the Company and Mr. Kreisler entered into an agreement pursuant to which Mr. Kreisler agreed to eliminate and waive his right to receive 194,118 shares of the Company’s Series A Preferred Stock (“Series A Shares”); to waive $112,500 in accrued compensation payable for services rendered as of April 16, 2012; and, to contribute 1,000,000 Series A Shares beneficially owned by Mr. Kreisler and the $26,000 provided to the Company by Mr. Kreisler on April 13, 2012 in exchange for 83,457,866 restricted Company common shares. Effective April 16, 2012, the Company and its former Controller entered into an agreement pursuant to which the controller agreed to waive all accrued compensation due from the Company in excess of $12,500, which amount shall remain due and payable by the Company. | ||
Effective July 31, 2012, Viridis Capital, LLC (“Viridis”), an entity owned by our former chief executive officer, entered into an agreement with 11235 Factor Fund, LLC (“Factor”) pursuant to which Factor agreed to purchase 91,426,406 shares of Company common stock in exchange for securities held in an unaffiliated entity. Factor then assigned 100% of its interest in those shares to the Company in exchange for $275,000 in convertible debentures (see Note 3, Convertible Debenture, above). Factor was 100% owned by Viridis at the time of this transaction but was beneficially owned by an unaffiliated third party at December 31, 2012. On July 31, 2012, Kevin Kreisler, the then-current sole member of our Board of Directors, elected Tad Simmons, the chief executive officer and majority shareholder of GreenSource Corporation (“GreenSource”), to also serve as a member of the Board. The Board then elected Mr. Simmons to serve as the chief executive officer and chief financial officer for the Company effective as of August 17, 2012. Mr. Kreisler simultaneously submitted his resignation from the Board. | ||
On August 17, 2012, the Company entered into a securities purchase agreement with GreenSource pursuant to which the Company agreed to sell 65,000,000 restricted shares of its common stock to GreenSource in exchange for $250,000, payable in the form of $25,000 in cash and a $225,000 promissory note. The promissory note is due in full on or before December 15, 2012 and bears interest at six percent (6%) per annum. Had the note been paid in full on or before September 30, 2012, interest charges would have been waived. GreenSource had the option to prepay the note in full for $200,000 if paid in full on or before October 30, 2012. | ||
On April 14, 2013, the Company and Factor entered into an amended forbearance agreement in respect of a stated event of default under certain debentures issued by the Company to Factor, and pursuant to which the Company and Factor agreed (a) to amend the securities purchase agreement executed by the Company in connection with the debentures issued to Factor to eliminate a requirement to issue shares to the Company’s former chief executive officer; (b) to extend the time for the Company to comply with its December 2012 forbearance agreement with Factor until April 30, 2013; and (c), to give Factor the right to convert an $1,800 portion of the interest due to Factor at a fixed rate of $0.0001 in accordance with the default provisions of the debentures issued to Factor. The April 14, 2013, amended forbearance agreement also provided for the forfeiture and waiver of the Company’s former chief executive officer’s right to receive any and all compensation for services rendered prior to December 31, 2012. In connection with the amended forbearance agreement, the company shall file and make effective a registration statement for 5,000,000 common shares on or before September 30, 2013 which shares shall be issued to James Sonageri c/o Sonageri & Fallon, LLC, for services rendered prior to August 17, 2012. On May 14, 2013, the Company and Factor entered into a letter agreement pursuant to which Factor agreed to extend the time for the Company to comply with its December 2012 forbearance agreement with Factor until May 31, 2013. | ||
On August 12, 2013 the Company issued a total of 11,000,000 shares of common stock to the five members of its board of directors. The shares were valued at $.005 per share (a total of $55,000) which was determined to be the fair value of the common stock on that date. | ||
On September 6, 2013 the Company sold 19,821,900 shares of common stock to GreenSource Corporation, which was its majority shareholder at that time. The shares were issued in satisfaction of $198,219 owed by the Company to GreenSource Corporation. | ||
On October 29, 2013 the Company and Factor entered into a letter agreement pursuant to which Factor agreed to forbear from exercising its rights arising as a result of continuing defaults under the prior agreements. Pursuant to the forbearance agreement, Factor converted $25,000 of accrued interest into 250,000,000 shares of common stock. In addition, the Company’s board of directors resigned and were replaced by Jeff Hickman, a nominee of Factor, who also now serves as the sole officer of the Company. |
Note_7_Common_Stock_Issuances
Note 7: Common Stock Issuances | 9 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Note 7: Common Stock Issuances | ' | |
NOTE 7 | COMMON STOCK ISSUANCES | |
Note 1 During May and June 2013 the Company sold a total of 1,000,000 shares of common stock and 1,000,000 common stock purchase warrants to three unrelated individuals in a private offering. The purchase price for each share with accompanying warrant was $0.02. The warrants are exercisable at $0.12 per common share and shall become effective six months after, and shall remain effective three years after the date of each subscription agreement. | ||
Note 2 In July 2013, the Company received a subscription for 500,000 shares of common stock and 500,000 common stock purchase warrants from an individual. The proceeds of this subscription of $10,000 have been classified as common stock subscribed as of September 30, 2013, as the shares have not yet been issued. | ||
Note 3 During August 2013 the Company sold a total of 500,000 shares of common stock and 500,000 common stock purchase warrants to one individual in a private offering. The purchase price for each share with accompanying warrant was $0.02, i.e. a total purchase price of $10,000. The warrants are exercisable at $0.12 per common share and shall become effective six months after, and shall remain effective three years after the date of each subscription agreement. | ||
Note 4 On August 12, 2013 the Company issued a total of 11,000,000 shares of common stock to the five members of its board of directors. The shares were valued at $.005 per share (a total of $55,000) which the Board estimated to be the fair value of the common stock on that date. | ||
Note 5 On September 6, 2013, under certain subscription and exchange agreements between the Company, GreenSource Corporation, and third party subscribers, the Company sold 19,821,900 units at $0.01 per unit, with each unit consisting of one share of common stock and one each of Series A and Series B warrants. The Series A warrants may be exercised by the third party subscribers at $0.02 per share for three years from date of issuance, and the Series B warrants may be exercised by the third party subscribers at $0.04 per share for the three years from date of issuance. GreenSource Corporation was the Company’s majority shareholder at that time. The shares and warrants were issued in satisfaction of $98,646 owed by the Company to GreenSource Corporation, with the remaining subscription proceeds receivable of $99,573 added to the Note Receivable-Shareholder due from GreenSource Corporation. | ||
Note 6 On September 6, 2013 the Company issued a total of 6,000,000 shares of common stock to three individuals who were serving as advisors to the board of directors. The shares were valued at $.005 per share (a total of $30,000) which the Board estimated to be the fair value of the common stock on that date. |
Note_1_Business_Description_an1
Note 1: Business Description and Basis of Presentation: Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Going Concern | ' |
GOING CONCERN | |
The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. The Company has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to raise capital will depend on our success in obtaining financing and our success in developing revenue sources. |
Note_2_Business_Description_an1
Note 2: Business Description and Accounting Policies: Basic and Diluted Earnings Per Share ("eps") (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Basic and Diluted Earnings Per Share ("eps") | ' |
BASIC AND DILUTED EARNINGS PER SHARE (“EPS”) | |
Basic (loss) earnings per share is computed by dividing net income by the weighted average common shares outstanding during a period. Diluted (loss) earnings per share is based on the treasury stock method and includes the effect from potential issuance of common stock assuming the exercise of all stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive. Potentially future dilutive shares at September 30, 2013 are 41,743,800 shares from the conversions of outstanding common stock warrants, 1,590,000,000 shares (based on conversion price at September 30, 2013) from conversion of the convertible debenture (see Note 3, Convertible Debenture, below), and 1,625,000 shares (based on conversion price at September 30, 2013) from conversions of the convertible promissory note issued on April 29, 2013 (see Note 4, Convertible Promissory Note, below). |
Note_2_Business_Description_an2
Note 2: Business Description and Accounting Policies: Evaluation of Long Lived Assets (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Policies | ' | ||||
Evaluation of Long Lived Assets | ' | ||||
EVALUATION OF LONG LIVED ASSETS | |||||
Long-lived assets are assessed for recoverability on an ongoing basis. In evaluating the fair value and future benefits of long-lived assets, their carrying value would be reduced by the excess, if any, of the long-lived asset over management’s estimate of the anticipated undiscounted future net cash flows of the related long-lived asset. Acquired intangible assets with finite lives are amortized over the life of the underlying asset. | |||||
In October 2012, the Company acquired intangible assets from an individual, including the sandiegolovesgreen.com and americalovesgreen.com domain names, archived website content, and leads and sponsor lists. As consideration for the purchase of these assets, the Company paid $3,000 in cash and 500,000 shares of its common stock. The shares of stock were valued at $0.02 per share, which was the market price of its common stock on the commitment date, and had not been issued as of September 30, 2013. As additional contingent consideration for the assets, the Company shall pay 7% of the gross profit earned from the operation of the website under the domain name sandiegolovesgreen.com within 30 days of each calendar quarter. The Company allocated value to the domain names at $3,000 and to the software content at $10,000. During 2012, the Company determined that the website content would require substantial modification and upgrade to be operational, and therefore recognized an impairment of $10,000 in operating expenses on the Statement of Operations for the year ended 2012. The domain names were estimated to have a three year life, and are being amortized over that period. | |||||
The Company’s intangible asset consisted of the following: | |||||
September 30, | |||||
2013 | |||||
Domain names | $ | 3,000 | |||
Less accumulated amortization | -1,444 | ||||
Total | $ | 1,556 | |||
Amortization expense was $250 and $0 for the three months ended September 30, 2013 and 2012, respectively, and $750 and $0 for the nine months ended September 30, 2013 and 2012, respectively. |
Note_2_Business_Description_an3
Note 2: Business Description and Accounting Policies: Fair Value Measurements and Disclosures (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Policies | ' | ||||
Fair Value Measurements and Disclosures | ' | ||||
FAIR VALUE MEASUREMENTS AND DISCLOSURES | |||||
The Company adopted ASC 820, Fair Value Measurements and Disclosures. This topic defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In January 2010, the FASB issued an update to ASC 820, which requires additional disclosures about inputs into valuation techniques, disclosures about significant transfers into or out of Levels 1 and 2, and disaggregation of purchases, sales, issuances, and settlements in the Level 3 rollforward disclosure. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: | |||||
Level 1 | quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives | ||||
Level 2 | inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges | ||||
Level 3 | unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models | ||||
The following table presents the embedded derivative liabilities, the Company’s only financial asset or liability measured and recorded at fair value on the Company’s Balance Sheet on a recurring basis and its level within the fair value hierarchy during the three months ended September 30, 2013: | |||||
Embedded conversion liabilities as of September 30, 2013: | |||||
Level 1 | $ | -- | |||
Level 2 | -- | ||||
Level 3 | 593,050 | ||||
Total | $ | 593,050 | |||
The following table reconciles, for the nine months ended September 30, 2013, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements: | |||||
Balance of embedded derivatives at December 31, 2012 | 497,111 | ||||
Recognition of new conversion feature at fair value | 39,486 | ||||
Changes in fair value during period | 56,453 | ||||
Balance at September 30, 2013 | $ | 593,050 | |||
Note_2_Business_Description_an4
Note 2: Business Description and Accounting Policies: Evaluation of Long Lived Assets: Schedule of Intangible Assets (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Intangible Assets | ' | ||||
September 30, | |||||
2013 | |||||
Domain names | $ | 3,000 | |||
Less accumulated amortization | -1,444 | ||||
Total | $ | 1,556 |
Note_2_Business_Description_an5
Note 2: Business Description and Accounting Policies: Fair Value Measurements and Disclosures: Schedule Of Fair Value Hierarchy (Tables) | 9 Months Ended | |
Sep. 30, 2013 | ||
Tables/Schedules | ' | |
Schedule Of Fair Value Hierarchy | ' | |
Level 1 | quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives | |
Level 2 | inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges | |
Level 3 | unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models | |
Note_2_Business_Description_an6
Note 2: Business Description and Accounting Policies: Fair Value Measurements and Disclosures: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||
Embedded conversion liabilities as of September 30, 2013: | |||||
Level 1 | $ | -- | |||
Level 2 | -- | ||||
Level 3 | 593,050 | ||||
Total | $ | 593,050 | |||
Note_2_Business_Description_an7
Note 2: Business Description and Accounting Policies: Fair Value Measurements and Disclosures: Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | ||||
Balance of embedded derivatives at December 31, 2012 | 497,111 | ||||
Recognition of new conversion feature at fair value | 39,486 | ||||
Changes in fair value during period | 56,453 | ||||
Balance at September 30, 2013 | $ | 593,050 | |||
Note_2_Business_Description_an8
Note 2: Business Description and Accounting Policies: Basic and Diluted Earnings Per Share ("eps") (Details) | Sep. 30, 2013 |
Details | ' |
Potential Future Dilutive Shares | 41,743,800 |
Shares From the Convertible Debenture | 1,590,000,000 |
Shares From the Convertible Promissory Note | 1,625,000 |
Note_2_Business_Description_an9
Note 2: Business Description and Accounting Policies: Evaluation of Long Lived Assets (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | ||
Details | ' | ' | ' | ' | ' | ' | |
Proceeds to Acquire Intangible Assets | $3,000 | ' | ' | ' | ' | ' | |
Shares Issued for Intangible Assets Acquisition | 500,000 | [1] | ' | ' | ' | ' | ' |
Percentage of Gross Profit Paid From Operation of Website | 7.00% | ' | ' | ' | ' | ' | |
Domain Names | ' | 3,000 | ' | 3,000 | ' | ' | |
Software Content | ' | 10,000 | ' | 10,000 | ' | ' | |
Impairment of Intangible Assets, Finite-lived | ' | ' | ' | ' | ' | 10,000 | |
Amortization of Intangible Assets | ' | $250 | $0 | $750 | $0 | ' | |
[1] | $0.02 per share |
Recovered_Sheet1
Note 2: Business Description and Accounting Policies: Evaluation of Long Lived Assets: Schedule of Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Domain Names | $3,000 | ' |
Intangible Asset accumulated amortization | -1,444 | -694 |
Finite-Lived Intangible Assets, Net | $1,556 | ' |
Recovered_Sheet2
Note 2: Business Description and Accounting Policies: Fair Value Measurements and Disclosures: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Liability For Derivative Conversion Feature | $593,050 | $497,111 |
Fair Value, Inputs, Level 1 | ' | ' |
Liability For Derivative Conversion Feature | $593,050 | ' |
Recovered_Sheet3
Note 2: Business Description and Accounting Policies: Fair Value Measurements and Disclosures: Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Liability For Derivative Conversion Feature | $593,050 | $497,111 |
Recognition Of New Conversion Feature | 39,486 | ' |
Changes In Fair Value | $56,453 | ' |
Note_3_Convertible_Debenture_E
Note 3: Convertible Debenture: Exchange Debenture (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 14, 2012 | Jun. 03, 2009 |
Exchange | Exchange | |||
Convertible Debenture Principal Amount | ' | ' | ' | $240,000 |
Convertible Debenture Interest Rate | ' | ' | ' | 12.00% |
Convertible Conversion Price | ' | ' | ' | 90.00% |
Convertible Debentures Value | ' | ' | ' | 264,827 |
Present Value Of The Liability For The Conversion Features | ' | ' | ' | $24,827 |
Common stock shares issued | 110,926,954 | 72,605,054 | 7,968,540 | ' |
Note_3_Convertible_Debenture_F
Note 3: Convertible Debenture: Factor Debenture (Details) (USD $) | Oct. 29, 2013 | Apr. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 31, 2012 |
Viridis Capital | Viridis Capital | Viridis Capital | Viridis Capital | |||
Common Stock Shares Purchased and Assigned | ' | ' | ' | ' | ' | 91,426,406 |
Convertible Debenture Principal Amount | ' | ' | $159,000 | $159,000 | ' | $275,000 |
Convertible Debenture Interest Rate | ' | ' | ' | ' | ' | 20.00% |
Convertible Debentures Value | ' | ' | 718,635 | 718,635 | ' | 338,008 |
Present Value Of The Liability For The Conversion Features | ' | ' | 559,635 | 559,635 | ' | 63,008 |
Debt Instrument, Payment Terms | ' | ' | ' | ' | 'The modified conversion price equals the lesser of (1) $0.01 per share, (2) the lowest price per share paid by any purchaser of Company securities, or (3) 50% of the lowest volume weighted average closing bid price (“VWAP”) for the Company common stock for the 90 trading days preceding conversion; provided, however, that Factor cannot convert the Factor Debenture into shares that would result in the holder or its affiliates owning in excess of 4.99% of the Company’s outstanding common shares. | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | ' | '6 months | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | 669.00% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | 0.90% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | ' | 0.00% | ' |
Bifurcation of Derivative Liability from Convertible Debenture | ' | ' | ' | 514,283 | ' | ' |
Debt Discount | ' | ' | ' | 159,000 | ' | ' |
Common Stock Shares Pledged As Security Interest | ' | ' | 65,000,000 | 65,000,000 | ' | ' |
Shares to be Issued in the Event of Default | ' | ' | 7,283,787 | 7,283,787 | ' | ' |
Convertible Portion of Interest | 25,000 | 1,800 | ' | ' | ' | ' |
Loss from Change in Value of Conversion Feature | ' | ' | $164,665 | $62,524 | ' | ' |
Note_3_Convertible_Debenture_D
Note 3: Convertible Debenture (Details) (USD $) | Oct. 29, 2013 | Apr. 14, 2013 |
Details | ' | ' |
Convertible Portion of Interest | $25,000 | $1,800 |
Convertible Portion of Interest - Shares | 250,000,000 | ' |
Note_4_Convertible_Promissory_1
Note 4: Convertible Promissory Note (Details) (USD $) | 9 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Convertible Promissory Note | Convertible Promissory Note | |||
Proceeds from convertible note | $32,500 | ($111,015) | ' | $32,500 |
Convertible Promissory Note Payment Terms | ' | ' | ' | 'The Note accrues interest of 8% per annum through the maturity date. If the Note is not paid in full by the maturity date, the interest rate will increase to 22% per annum from the maturity date. The Holder of the Note shall have the right, at any time during the period beginning on the date which is one hundred eighty days from the date of the Note, to convert all or any part of the outstanding and unpaid principal amount into fully paid and non-assessable shares of Common Stock at a conversion price defined as 50% of the average of the lowest three trading prices for the Common Stock during the fifteen trading day period ending on the trading day prior to the conversion date. |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | 184.00% |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | 0.12% |
Amortization | ($155,341) | ' | $10,834 | $18,056 |
Note_5_Commitments_and_Conting1
Note 5: Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | ||
Details | ' | ' | ' | ' | |
Royalty Fee Percentage | ' | 10.00% | 10.00% | ' | |
Royalty Guarantees, Commitments, Amount | ' | $25,000 | $25,000 | ' | |
Accrued Research Costs Due Licensor | ' | 25,000 | 75,000 | ' | |
Proceeds to Acquire Intangible Assets | 3,000 | ' | ' | ' | |
Shares Issued for Intangible Assets Acquisition | 500,000 | [1] | ' | ' | ' |
Percentage of Gross Profit Paid From Operation of Website | 7.00% | ' | ' | ' | |
Domain Names | ' | 3,000 | 3,000 | ' | |
Software Content | ' | 10,000 | 10,000 | ' | |
Impairment of Intangible Assets, Finite-lived | ' | ' | ' | 10,000 | |
Monthly Consulting Fees | ' | ' | $2,000 | ' | |
[1] | $0.02 per share |
Note_6_Related_Party_Transacti1
Note 6: Related Party Transactions (Details) (USD $) | 1 Months Ended | 9 Months Ended | ||
Aug. 17, 2012 | Sep. 30, 2013 | Jul. 31, 2012 | Apr. 16, 2012 | |
Details | ' | ' | ' | ' |
Due To Officers Or Stockholders Current | ' | $26,000 | ' | ' |
Series A Preferred Stock waived | ' | 194,118 | ' | ' |
Deferred Compensation Liability Current | ' | 112,500 | ' | 12,500 |
Series A Preferred Stock shares contributed in exchange for common shares | ' | 1,000,000 | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | 83,457,866 | ' | ' |
Viridis Capital LLC Common Stock purchased by Factor Fund LLC | ' | ' | 91,426,406 | ' |
Convertible Debentures in Exchange for Assignment of Shares to The Company | ' | ' | 275,000 | ' |
Restricted shares of Company's common stock issued to GreenSource | 65,000,000 | ' | ' | ' |
Common Stock Issued To GreenSource in exchange for $250,000 payable in form $25,000 cash and $225,000 promissory note | $250,000 | ' | ' | ' |
GreenSource Promissory Note Payment Terms | 'The promissory note is due in full on or before December 15, 2012 and bears interest at six percent (6%) per annum. Had the note been paid in full on or before September 30, 2012, interest charges would have been waived. GreenSource had the option to prepay the note in full for $200,000 if paid in full on or before October 30, 2012. | ' | ' | ' |
Note_7_Common_Stock_Issuances_
Note 7: Common Stock Issuances (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Common stock subscribed | 10,000 | ' | ' |
Common stock shares issued | 110,926,954 | ' | 72,605,054 |
Proceeds from stock issuances | $55,000 | $111,015 | ' |
Note receivable - shareholder | 228,573 | ' | 129,000 |
Note 1 | ' | ' | ' |
Shares of common stock sold | 1,000,000 | ' | ' |
Purchase warrants sold | 1,000,000 | ' | ' |
Shares sold price per share | $0.02 | ' | ' |
Investment Warrants, Exercise Price | $0.12 | ' | ' |
Note 2 | ' | ' | ' |
Shares of common stock subscription | 500,000 | ' | ' |
Purchase warrants subscription | 500,000 | ' | ' |
Common stock subscribed | 10,000 | ' | ' |
Note 3 | ' | ' | ' |
Shares of common stock sold | 500,000 | ' | ' |
Purchase warrants sold | 500,000 | ' | ' |
Shares sold price per share | $0.02 | ' | ' |
Investment Warrants, Exercise Price | $0.12 | ' | ' |
Shares sold price | 10,000 | ' | ' |
Note 4 | ' | ' | ' |
Shares sold price per share | $0.01 | ' | ' |
Common stock shares issued | 11,000,000 | ' | ' |
Proceeds from stock issuances | 55,000 | ' | ' |
Note 5 | ' | ' | ' |
Shares of common stock sold | 19,821,900 | ' | ' |
Shares sold price per share | $0.01 | ' | ' |
Investment Series A Warrants Exercise Price | $0.02 | ' | ' |
Investment Series B Warrants Exercise Price | $0.04 | ' | ' |
Extinguishment of Debt, Amount | 98,646 | ' | ' |
Note receivable - shareholder | 99,573 | ' | ' |
Note 6 | ' | ' | ' |
Shares sold price per share | $0.01 | ' | ' |
Common stock shares issued | 6,000,000 | ' | ' |
Proceeds from stock issuances | $30,000 | ' | ' |