Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Seaniemac International, Ltd. | |
Entity Central Index Key | 1,206,133 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,533,452,820 | |
Trading Symbol | BETS | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 9,385 | $ 959 |
Prepaid expenses and other current assets | 104,261 | 1,000 |
Total Current Assets | 113,646 | 1,959 |
Equipment, net | 2,018 | 696 |
Goodwill | 996,894 | 0 |
Intangible assets | 595,741 | 0 |
Total Assets | 1,708,299 | 2,655 |
Current Liabilities | ||
Convertible promissory notes, net - related party, net | 197,957 | 0 |
Convertible promissory notes, net | 1,105,571 | 566,624 |
Notes payable | 1,872,548 | 30,000 |
Accounts payable and accrued expenses | 2,853,461 | 1,701,474 |
Stock payable | 71 | 0 |
Due to related parties | 398,281 | 474,798 |
Due to non related parties | 127,762 | 199,025 |
Loans payable -related parties | 1,107,993 | 995,494 |
Accrued officer's compensation | 0 | 120,000 |
Debt derivative liabilities | 3,424,839 | 2,310,067 |
Warrant derivative liabilities | 875,871 | 1,616,758 |
Total Current Liabilities | 11,964,354 | 8,014,240 |
Commitments and Contingencies | ||
Deficit | ||
Common stock, $0.001 par value; 4,000,000,000 shares authorized, 1,963,227,058 and 673,842,729 shares issued and outstanding, as of September 30, 2016 and December 31, 2015, respectively | 1,963,227 | 673,842 |
Common stock issuable, $0.001 par value; 129,000,000 and 15,000,000 shares as of September 30, 2016 and December 31, 2015, respectively | 129,000 | 15,000 |
Additional paid-in capital | 422,887 | 476,198 |
Subscription receivable | (131) | (131) |
Accumulated other comprehensive income | 221,537 | 225,629 |
Accumulated deficit | (12,307,348) | (8,738,551) |
Total Seaniemac International, Ltd. Stockholders' Deficit | (9,565,355) | (7,342,540) |
Non-controlling interest | (690,700) | (669,045) |
Total Deficit | (10,256,055) | (8,011,585) |
Total Liabilities and Deficit | 1,708,299 | 2,655 |
Series A Convertible Preferred Stock [Member] | ||
Deficit | ||
Convertible Preferred stock, $0.001 par value: 10,000,000 shares authorized, | 2,294 | 2,294 |
Series B Convertible Preferred Stock [Member] | ||
Deficit | ||
Convertible Preferred stock, $0.001 par value: 10,000,000 shares authorized, | 1,250 | 1,250 |
Series C Convertible Preferred Stock [Member] | ||
Deficit | ||
Convertible Preferred stock, $0.001 par value: 10,000,000 shares authorized, | 1,829 | 1,829 |
Series D Convertible Preferred Stock [Member] | ||
Deficit | ||
Convertible Preferred stock, $0.001 par value: 10,000,000 shares authorized, | $ 100 | $ 100 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 1,963,227,058 | 673,842,729 |
Common stock, shares outstanding | 1,963,227,058 | 673,842,729 |
Common stock issuable, shares | 129,000,000 | 15,000,000 |
Series A Convertible Preferred Stock [Member] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Convertible Preferred stock, shares issued | 2,293,750 | 2,293,750 |
Convertible Preferred stock, shares outstanding | 2,293,750 | 2,293,750 |
Series B Convertible Preferred Stock [Member] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Convertible Preferred stock, shares issued | 1,250,000 | 1,250,000 |
Convertible Preferred stock, shares outstanding | 1,250,000 | 1,250,000 |
Series C Convertible Preferred Stock [Member] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Convertible Preferred stock, shares issued | 1,828,569 | 1,828,569 |
Convertible Preferred stock, shares outstanding | 1,828,569 | 1,828,569 |
Series D Convertible Preferred Stock [Member] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 100,000 | 100,000 |
Convertible Preferred stock, shares issued | 100,000 | 100,000 |
Convertible Preferred stock, shares outstanding | 100,000 | 100,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Gross gaming revenue | $ 7,480 | $ 10,621 | $ 153,444 | $ 163,650 |
Promotional allowances | 24,300 | 11,438 | 213,168 | 120,159 |
Net gaming Income (loss) | (16,820) | (817) | (59,724) | 43,491 |
Operating Expenses | ||||
Selling, general and administrative expenses | 541,737 | 131,449 | 1,419,784 | 548,106 |
Depreciation and amortization expense | 67,461 | 184,883 | ||
Total Operating Expenses | 609,198 | 131,449 | 1,604,667 | 548,106 |
Operating Loss | (626,018) | (132,266) | (1,664,391) | (504,615) |
Other Income / (Expense) | ||||
Change in fair value of embedded derivative liability | (438,158) | (549,568) | 827,309 | (380,159) |
Loss on debt modification | (134,614) | (371,824) | ||
Loss on debt modification -related party | (444,339) | (444,339) | ||
Interest expense (including amortization of loan costs, debt discount and penalty) | (1,347,693) | (61,685) | (2,174,417) | (346,962) |
Realized foreign exchange loss | (1,856) | (2,000) | ||
Total Other Income / (Expense) | (2,230,190) | (613,109) | (1,926,061) | (1,100,945) |
Net Income (Loss) | (2,856,208) | (745,375) | (3,590,452) | (1,605,560) |
Income /(Loss) Attributable to Non-controlling Interest | (1,953) | (31,744) | (21,655) | (85,952) |
Net Income (Loss) Attributable to Common Shareholders | $ (2,854,255) | $ (713,631) | $ (3,568,797) | $ (1,519,608) |
Net Income /(Loss) Per Share - Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net Income /(Loss) Per Share - Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding during the period ended Basic | 1,628,112,178 | 673,842,729 | 1,148,066,775 | 547,032,100 |
Weighted average number of shares outstanding during the period ended Diluted | 1,628,112,178 | 673,842,729 | 1,148,066,775 | 547,032,100 |
Consolidated net Income (loss) | $ (2,856,208) | $ (745,375) | $ (3,590,452) | $ (1,605,560) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation income | 32,295 | (3,321) | (4,092) | 96,295 |
Comprehensive loss | (2,823,913) | (748,696) | (3,594,544) | (1,509,265) |
Comprehensive Income/(loss) attributable to non-controlling interest | (1,953) | 31,744 | (21,655) | 85,952 |
Comprehensive loss attributable to common shareholders | $ (2,821,960) | $ (780,440) | $ (3,572,889) | $ (1,595,217) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities: | ||
Net Loss, including of non-controlling interest | $ (3,590,452) | $ (1,605,560) |
Adjustments to reconcile net income/(loss) to net cash used in operations | ||
Depreciation and amortization | 184,882 | 576 |
Share based payment | 93,600 | 43,500 |
Non-cash interest | 979,134 | |
Change in fair value of debt derivative liability | 45,225 | |
Change in fair value of warrant derivative liability | (827,309) | 334,934 |
Amortization of debt discount and OID attributable to convertible debt | 248,405 | |
Amortization of deferred loan costs | 13,368 | |
Imputed interest | 133,165 | 22,524 |
Loss on debt modification | 134,614 | 371,824 |
Loss on debt modification - related party | 444,339 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 117,900 | 68,670 |
Due to related parties | (198,286) | |
Due to non-related parties | (71,263) | |
Accounts payable and accrued expenses | 1,398,012 | 279,274 |
Accrued officer's compensation | 22,500 | |
Total adjustments | 2,867,670 | 1,450,800 |
Net Cash Used In Operating Activities | (722,782) | (154,760) |
Cash Flows From Investing Activities: | ||
Initial payment made for acquisition | (80,000) | |
Net Cash Used In Investing Activities | (80,000) | |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes | 716,984 | |
Less: OID | (71,698) | |
Proceeds from loans - related parties | 140,014 | 58,404 |
Proceeds from the loan | 30,000 | |
Net Cash Provided by Financing Activities | 815,300 | 58,404 |
Effect of foreign exchange fluctuations on cash | (4,092) | 96,295 |
Net Decrease in Cash | 8,426 | (61) |
Cash at Beginning of Period | 959 | 446 |
Cash at End of Period | 9,385 | 385 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Shares issued in conversion of convertible debt, including related party and accrued interest | 345,431 | 445,497 |
Derivative liability reclass to equity - on conversion of note | 777,878 | 513,143 |
Accounts payable reclassed into demand note | 71,802 | |
Accounts payable reclassed into convertible loan | 35,814 | |
Accounts payable reclassed into convertible loan - related party | 197,958 | |
Short term demand notes payable reclassed into convertible loan | 36,530 | |
Loans payable, reclassed into convertible loan - related party | 81,200 | |
Loans payable, reclassed into convertible loan | 85,000 | |
Accrued interest reclassed into convertible loan | 4,000 | |
Debt discount and initial derivative liability at the issuance date of the notes | 1,400,119 | |
Accounts payable balance paid directly by convertible promissory notes | 27,500 | |
Convertible loan related party reclassified into convertibles notes | 176,200 | |
Warrant derivative liability at inception | ||
Apollo Acquisition transaction | 2,000,000 | |
Common stock to be issued now issued | $ 15,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Seaniemac International, Ltd. and Subsidiaries (the Company) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information sand footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Companys audited condensed consolidated financial statements and notes thereto contained in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on April 14. 2016. The Companys Board of Directors approved a change of its name to Seaniemac International, Ltd. effective August 16, 2013 in connection with its current business focus in the operation and expansion of its on-line gaming website Seaniemac.com. The name change was effected through the Companys acquisition of a 70% interest in Seaniemac Limited in which the Company was the surviving entity as discussed below. In accordance with the Nevada Revised Statutes, the Company changed its name effective August 16, 2013. This action was approved by the companys Board of Directors on June 16, 2013 and no consent of Companys stockholders was required under Nevada law. Seaniemac Holdings Ltd. (Holdings) was incorporated in England and Wales on December 2, 2015. On February 10, 2016, SeanieMac International, Ltd. (the Company) and SeanieMac Holdings Ltd., a wholly owned subsidiary of the Company incorporated in England and Wales (Holdings), entered into an agreement (the Agreement) with Apollo Betting and Gaming Ltd (Apollo), pursuant to which Holdings purchased Apollos online gambling and betting business carried on by Apollo in the United Kingdom, via a purchase of Apollos assets related to that business. The purchase has an effective date of February 1, 2016. On July 14, 2016, the Company entered into an agreement with Optima Information Services, S.L (OIS). OIS is the proprietor and/or license of software and is a supplier of software and information technology services. The Company was granted world-wide, non exclusive, non-transferrable license to use the software in the betting and gaming business. The costs of platform setup and customization of platform is a onetime fee is $271,703 (GBP 195,000) and full support and maintenance monthly fee is $30,514 (GBP 21,900) per month. As of September 30, 2016 the Company paid $62,701 (GBP 45,000) in platform set up cost and the balance to be pay in 12 installments of $17,417 (GBP 12,500). The Company expensed full $271,703 as a direct costs during the nine months ended September 30, 2016. On July 14, 2016, the Company entered into an agreement with SportsBetting and Gaming Services Malta, LTD (SGS). Under the agreement the Company will be using the technology which is licensed to SGS for sports betting and gaming. The agreement will remain in effect for twelve months, however, the agreement can be terminated due to non-payment. There is no upfront costs under the agreement. The SGS will pay the Company a commission comprised of a share of 100% of Net Gaming Revenue less 3% commission with a cap of (EU 6,000) and a minimum of (EU 1,800). Net Gaming Revenue is all revenues received by the business on sports betting and gaming after deducting: ● Sums paid out to players as winnings ● Betting and gaming ta and duties ● Transaction charges to banks and payment processors ● Cost of bonuses, promotions and commissions paid to players as a promotion or marketing activity ● Commission paid to a third party in order to use any software, technology or other products s online or mobile If negative revenue for the months is a negative figure that amount will be carried over to the future months. Any negative amount is required to be satisfies within days 10 and get gaming revenue minimum fee will EU 1,800 under the term of this contact. As of September 30, 2016, no revenue generation started from this arrangement. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | 2. Acquisition On February 10, 2016, the Company, through its wholly owned subsidiary Seaniemac Holdings Ltd. (Holdings), entered into an agreement (the Agreement) with Apollo Betting and Gaming Ltd (Apollo), pursuant to which Holdings purchased Apollos online gambling and betting business carried on by Apollo in the United Kingdom, via a purchase of Apollos assets related to that business. In exchange for the assets, the Company agreed to pay Apollo a total of $2,000,000, as follows: (i) $80,000 was paid at the closing; (ii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended March 31, 2014; (iii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended 31 March 2015; and (iv) $1,900,000 to be paid to Apollo upon the migration of the acquired business onto a new operating platform which is capable of delivering the online betting services provided by Apollo in substantially the same way as provided by Apollo as of the closing, and the successful use of the new platform in connection with a bet placed by any person who is included on Apollos database of customers as of the closing, with the amounts payable being paid from the combined net profits of Holdings and SeanieMac Ltd., which is also a wholly owned subsidiary of the Company. In connection with the acquisition of the Apollo assets, a shareholder of the Company advanced $80,000 to the Company which represented the initial payment to the Apollo owners under the Agreement. The advance is informal and has no repayment terms. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Fixed Assets $ 1,779 Intangible assets- Domain 1,300 Employee contracts 52,200 Intangible assets-Customer relationships 845,172 Goodwill 1,099,549 Liabilities Accounts Payable - Accrued Expenses - $ 2,000,000 The Customer relationships and the employee contracts provisions will be amortized over their estimated useful lives of 3 years. During the three and nine months ended September 30, 2016, the Company charged to operations amortization expense of $184,575 and $117,422, respectively. The purchase price allocated to the acquisition of the Apollo Transaction is made up as follows: Amount Cash payment made on agreement execution $ 80,000 Cash payment to be made on Apollo Audit completion 20,000 Cash payment to be made on Closing date 1,900,000 Total $ 2,000,000 Unaudited supplemental pro forma financial information The following unaudited supplemental pro forma financial information represents the consolidated results of operations of the Group as if the Acquisition had occurred as of the beginning of January 1, 2015. The unaudited supplemental pro forma financial information is not necessarily indicative of what the Groups consolidated results of operations actually would have been had it completed the Acquisition at the beginning of the period. In addition, the unaudited supplemental pro forma financial information does not attempt to project the Groups future results of operations after the Acquisition. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Gross gaming revenue $ 7,480 $ 163,784 $ 180,836 $ 264,741 Promotional allowances 24,300 141,344 267,066 409,575 Net gaming Income (loss) (16,820 ) 22,440 (86,230 ) (144,834 ) Operating Expenses Selling, general and administrative expenses 541,737 190,363 1,452,166 715,148 Depreciation and amortization expense 67,461 560 185,401 1,660 Total Operating Expenses 609,198 190,923 1,637,567 716,808 Operating Loss (626,018 ) (168,483 ) (1,723,797 ) (861,642 ) Other Income / (Expense) Change in fair value of embedded derivative liability (438,158 ) (549,568 ) 827,309 (380,159 ) Loss on debt modification - - (134,614 ) (371,824 ) Loss on debt modification -related party (444,339 ) - (444,339 ) - Interest expense (including amortization of loan costs, debt discount and penalty) (1,347,693 ) (61,685 ) (2,174,417 ) (346,962 ) Realized foreign exchange loss - (1,858 ) - (2,401 ) Total Other Income / (Expense) (2,230,190 ) (613,111 ) (1,926,061 ) (1,101,346 ) Net Income (Loss) $ (2,856,208 ) $ (781,594 ) $ (3,649,858 ) $ (1,962,988 ) Income /(Loss) Attributable to Non-controlling Interest $ (1,953 ) $ (31,744 ) $ (21,655 ) $ (85,952 ) Net Income (Loss) Attributable to Common Shareholders $ (2,854,255 ) $ (749,850 ) $ (3,628,203 ) $ (1,877,036 ) Net Income /(Loss) Per Share - Basic $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Net Income /(Loss) Per Share - Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding during the period ended Basic 1,628,112,178 673,842,729 1,148,066,775 547,032,100 Weighted average number of shares outstanding during the period ended Diluted 1,628,112,178 673,842,729 1,148,066,775 547,032,100 On June 7, 2012, the Company entered into a Securities Exchange Agreement (the Exchange Agreement) with RDRD II Holding LLC, a Delaware limited liability company (RDRD). The Exchange Agreement was amended on October 29, 2012. The Exchange Agreement contemplated the acquisition of RDRDs 70% equity ownership interest (the Seaniemac Equity Interest) in Seaniemac Limited (Seaniemac), an Ireland corporation. Seaniemac is in the business of operating a sports gaming website. The Exchange Agreement further contemplated that, in exchange for the Seaniemac Equity Interest, the Company would issue to RDRD an amount of shares of its common stock (the RDRD Exchange Shares) which, following such issuance, would equal approximately 71% of the Companys then outstanding shares of Common Stock (on a fully diluted basis), after taking into account the 10 million post-split shares the Company was ordered by a court in Florida to issue to certain of its creditors in exchange for $500,000 of debt owed to such creditors (the RDRD Percentage). On October 30, 2012, the acquisition was consummated (the Closing). In addition, immediately following the Closing, the Company issued 10,000,000 post-split shares of its common stock in accordance with a court order, in exchange for the cancellation of $500,000 of our debt (Debt Exchange Shares). As a result of the acquisition and the issuance of our Debt Exchange Shares, RDRD holds approximately 71% of the Companys common stock. Prior to the acquisition, the Company was a shell company with no business operations. As a result of the acquisition, the Company is no longer considered a shell company. Its business and operations are now those of Seaniemac. Unless specifically set forth to the contrary, when used in this report the terms we, our, the Company and similar terms refer to Seaniemac International, Ltd., a Nevada corporation and its 70% owned subsidiary Seaniemac Limited, an Ireland corporation. Seaniemac, is an Irish company that was incorporated on December 11, 2011. Its corporate charter authorizes 100,000 shares of one class of stock. Seaniemac has issued 100 of those shares, 70 of which we acquired from RDRD in the acquisition. Seaniemac began generating revenue from the second quarter of 2013 from its on-line gaming website that operates in the Irish market. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 3. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since its inception. At September 30, 2016, the Company had working capital deficiencies and accumulated deficit of $11,850,708 and $12,307,348, respectively. Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. The Company launched its on-line gaming website that targets the Irish market which began to generate revenues during the quarter ended June 30, 2013. The Companys continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured. Management intends to finance operating costs over the next 12 months with existing cash on hand, loans from stockholders and directors, and a possible private placement of our securities. No stockholder, director, or possible private placement participant has agreed to loan us any funds nor agreed to purchase any of our securities. The Company is currently in negotiations with a potential investor to purchase shares of our common stock. Although we can give no assurance that the transaction will close, the parties are working toward finalizing an agreement in the fiscal year ending December 31, 2016. If the transaction is consummated, we expect to use the proceeds from the sale of common stock to the investor to partially fund our operating costs. The Company continues to explore various financing alternatives, including debt and equity financings and strategic partnerships, as well as trying to generate additional revenue. However, at this time, the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Companys financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. Summary of Significant Accounting Policies A. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries including Call Compliance, Inc., Telephone Blocking Services Corporation, Call Compliance.com, Inc., Jasmine Communications, Inc., Call Center Tools, Inc., Execuserve Corp. which are inactive, its 70% owned subsidiary, Seaniemac and Seaniemac Holdings Ltd. All inter-company balances and transactions have been eliminated in consolidation. The Company formed a subsidiary in Isle of Man called Pledge Limited in October 2012 that was intended to operate as a billing entity to utilize favorable tax treatment in the Isle of Man. The Company abandoned this plan and no transactions were transpired through this entity which remains dormant. There were no assets, liabilities or any transactions for Pledge Limited during its existence. B. Foreign Currency The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Companys financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date. The assets and liabilities of Seaniemac Holding, Ltd, whose functional currency is the Sterling, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Companys financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date. C. Equipment Depreciation and Amortization Equipment is stated at cost less accumulated depreciation. These assets are depreciated on a straight lines basis over their estimated useful lives, generally five years. D. Identifiable Intangible Assets ASC 350 prescribes a two-step process for impairment testing of goodwill and intangibles with indefinite lives, which is performed annually, as well as when an event triggering impairment may have occurred. ASC 350 also allows preparers to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo Step 1 of their annual goodwill impairment process. This qualitative screening process will hereinafter be referred to as Step 0. Goodwill and intangible assets deemed to have an indefinite life are tested for impairment on an annual basis, or earlier when events or changes in circumstances suggest the carrying amount may not be fully recoverable. The Company has elected to perform its annual assessment on goodwill and intangible assets. Useful Life September 30, 2016 December 31, 2015 Goodwill Indefinite 996,894 - Customer Lists and Intangible Assets 3 Years 767,445 - Accumulated amortization (171,703 ) - Net carrying value $ 1,592,636 $ - The company recorded above goodwill and intangible assets related to the acquisition of Apollo Betting and Gaming, LTD. It has been determined that the goodwill has an indefinite useful life and are not subject to amortization. However, the goodwill will be reviewed for impairment annually or more frequently if impairment indicators arise. For the nine months September 30, 2016 no impairment loss has been recorded. E. Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, Revenue Recognition (ASC Topic 605). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenues of $7,480 and $10,621 for the three months ended September 30, 2016 and 2015; respectively. Promotional allowances and direct costs of $24,300 and $11,438 for the three months ended September 30, 2016 and 2015; respectively. We had revenues of $153,444 and $163,650 for the nine months ended September 30, 2016 and 2015; respectively. Promotional allowances and direct costs of $213,168 and $120,159 for the nine months ended September 30, 2016 and 2015; respectively. The Company recognized Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (Free Bets). Free Bets are included in promotional allowances and are deducted from gross gaming revenue to arrive at the net gaming revenue. All other costs are included in selling, general and administrative expenses. Significant Customers During the three months ended September 30, 2016, the Company had two customers which accounted for more than 10% of the Companys revenues (29% and 10%). During the three months ended September 30, 2015 the Company had no customer which accounted for more than 10% of the Companys revenues. During the nine months ended September 30, 2016, the Company had two customers which accounted for more than 10% of the Companys revenues (15% and 11%). During the nine months ended September 30, 2015 the Company had no customers which accounted for more than 10% of the Companys revenues). Significant Vendors During the three months ending September 30, 2016, the Company had two vendors which accounted for more than 10% of the Companys cost of revenue (77% and 22%). During the nine months ending September 30, 2016, the Company had two vendors which accounted for more than 10% of the Companys cost of revenue (44% and 29%). During the three months ending September 30, 2015, the Company had two vendors which accounted for more than 10% of the Companys cost of revenue (31%). During the nine months ending September 30, 2015, the Company had one vendor which accounted for more than 10% of the Companys cost of revenue (14%). F. Advertising All advertising costs are expensed as incurred. Advertising costs incurred for the production of a commercial are considered prepaid expenses until the commercial airs, at which time such costs are expensed. G. Stock Based Compensation Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (ASC 718). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. From time to time, our shares of common stock and warrants have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our consolidated financial statements for certain of its assets and expenses. H. Derivative Financial Instruments We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price reset adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entitys Own Stock (ASC 815-40). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as Other income (expense) - gain (loss) on change in derivative liabilities. Debt Derivative Liability: Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Debt derivative liability September 30, 2016 $ 3,424,839 $ $ $ 3,424,839 Debt derivative liability December 31, 2015 $ 2,310,067 $ $ $ 2,310,067 The following table represents the Companys derivative liability activity for the nine months ended September 30, 2016: Balance December 31, 2015 $ 2,310,067 Initial measurement at issuance date of the notes 1,400,119 Loss on debt modification 134,614 Loss on debt modification- related party 444,339 Reclassification of derivative liability associated with convertible debt (777,878 ) Change in derivative liability during the nine months ended September 30, 2016 (86,422 ) Balance September 30, 2016 $ 3,424,839 Warrant derivative liability: Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Warrant derivative liability September 30, 2016 $ 875,871 $ $ $ 875,871 Warrant derivative liability December 31, 2015 $ 1,616,758 $ $ $ 1,616,758 The following table represents the Companys warrant derivative liability activity for the nine months ended September 30, 2016 Balance December 31, 2015 $ 1,616,758 Change in derivative liability during the nine months ended September 30, 2016 (740,887 ) Balance September 30, 2016 $ 875,871 I. Cash and Cash Equivalents Cash primarily consists of cash on hand and bank deposits. The Company currently has no cash equivalents which would consist of money market accounts and other highly liquid investments with an original maturity of three months or less when purchased. J. Allowance for Doubtful Accounts The Company reserves for receivables that may not be collected. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered, as are customer relationships, in determining specific reserves. During the nine months ended September 30, 2016 and 2015, the Company did not record any accounts receivable and no associated allowance was recorded. K. Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP 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 will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. L. Earnings (loss) per common share The Company utilizes the guidance per FASB Codification ASC 260 Earnings per Share. Basic earnings (loss) per share are calculated by dividing income (loss) available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method). The computation of basic and diluted loss per share for the nine months ended September 30, 2016 and 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, 2016 September 30, 2015 Stock Warrants (Exercise price - $0.000175-0.0042/share) 2,307,692,571 1,488,822,973 Convertible Debt (Exercise price - $0.000105 - $0.00030share) 11,651,270,250 1,090,438,356 Preferred Series A (Exercise price 1 Preferred shares is convertible into 100 Common Stock 229,375,000 229,375,000 Preferred Series B (Exercise price 1 Preferred shares is convertible into 100 Common Stock 125,000,000 125,000,000 Preferred Series C (Exercise price 1 Preferred shares is convertible into 100 Common Stock 182,856,900 182,856,900 Preferred Series D (Exercise price 1 Preferred shares is convertible into 1000 Common Stock 100,000,000 100,000,000 Total 14,596,194,722 3,116,493,229 The Companys obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (the Convertible Instruments) at current market prices for its common stock exceeds the 12,559,421,780 authorized but unissued shares of Common Stock as of the date of this report (the Potentially Issuable Shares). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Companys common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for available for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments. Material Equity Instruments The Company evaluates stock options, stock warrants and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entitys Own Equity (ASC 815). Certain of the Companys embedded conversion features on debt, convertible preferred stock and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or warrants are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market. As of September 30, 2016, the Company has already recorded a charge for the derivative liability resulting from the debt and warrants of $4,300,710. Accordingly, the insufficient of authorized capital had no additional impact on the Companys financial statements. M. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016 and December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Convertible notes (net of discount) September 30, 2016 $ 1,105,571 $ - $ - $ 1,105,571 Convertible notes (net of discount) - September 30, 2016 related party $ 197,957 $ - $ $ 197,957 Convertible notes (net of discount) December 31, 2015 $ 566,624 $ - $ - $ 566,624 Intangible Assets September 30, 2016 $ 595,741 $ - $ 595,741 $ - The following table provides a summary of the changes in fair value of the Companys Convertible Promissory Notes, which are both Level 3 liabilities as of September 30, 2016: Balance at December 31, 2015 $ 566,624 Issuance of notes 716,984 Unamortized debt discount (716,984 ) Principal adjustment per note assignment and penalty 296,000 Accounts payable and short term demand notes payable reclassified into convertible notes 85,000 Amortized debt discount 478,882 Conversion of notes (320,935 ) Balance at September 30, 2016 $ 1,105,571 The following table provides a summary of the changes in fair value of the Companys Convertible Promissory Notes related parties, which are both Level 3 liabilities as of September 30, 2016: Balance at December 31, 2015 $ - Accounts payable and short term demand notes payable reclassified into convertible notes 197,957 Balance at September 30, 2016 $ 197,957 The Company determined the value of its convertible notes using a market interest rate and the value of the warrants and beneficial conversion feature issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the nine months ended September 30, 2016 and year ended December 31, 2015. N. Deferred Financing Costs Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt. O. Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. P. Income Taxes The Company accounts for income taxes under the provisions of Financial Accounting Standards Boards (FASB) Accounting Standard Codification (ASC) 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has adopted the provisions of FASB ASC 740. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2016 and December 31, 2015, the Company had no material uncertain recognized tax positions. The Companys policy for recording interest and penalties is to record such items as a component of income before income taxes. Penalties are recorded in other expense and interest paid or received is recorded in interest expense or interest income, respectively, in the statement of operations. There were no amounts accrued for penalties or interest as of September 30, 2016 and December 31, 2015. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Q. Recently Issued Accounting Pronouncements ASU. 2016-16 In October 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 will require the tax effects of intercompany transactions, other than sales of inventory, to be recognized currently, eliminating an exception under current GAAP in which the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. The guidance will be effective for the first interim period of our 2019 fiscal year, with early adoption permitted. ASU.2016-15 In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-15 on its Consolidated Financial Statements. ASU.2016-13 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Statements, which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 (fiscal year 2021 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-13 on its Consolidated Financial Statements. ASU.2016-08 In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its consolidated financial statements. ASU.2016-09 In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on our consolidated financial statements. ASU.2016-10 In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-10 on its consolidated financial statements. ASU.2016-02 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements. ASU 2016-01 In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. ASU 2015-17 In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Companys net deferred tax assets. ASU 2015-16 In September 2015, the FASB issued ASU 2015-16, simplifying the Accounting for Measurement Period Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. Adoption of this new standard is not expected to have a material impact on the Companys consolidated financial statements. ASU 2015-15 In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Prepaid consulting services $ 103,261 $ - Deposits 1,000 1,000 Total $ 104,261 $ 1,000 On January 10, 2016, the Company entered into a one-year Consulting and Representation Agreement with 626 Vanderbilt, LLC in exchange for 60,000,000 shares of the Company common stock. The shares were valued at $54,000 based upon the closing price of the Companys stock on January 10, 2016 of $0.0009 per share. The total amount of $15,090 was included in prepaid consulting services and is being amortized over the one-year term. Amortization of $38,910 and $0 was recorded for the nine months ended September 30, 2016 and 2015. On February 10, 2016, the Company, through its wholly owned subsidiary Seaniemac Holdings Ltd. (Holdings), entered into an agreement (the Agreement) with Apollo Betting and Gaming Ltd (Apollo), pursuant to which Holdings purchased Apollos online gambling and betting business carried on by Apollo in the United Kingdom, via a purchase of Apollos assets related to that business. Part of the assets acquired includes employment contracts with a fair value of $47,327 and recorded as prepaid consulting services for the nine months ended September 30, 2016 (See Note 2). On April 27, 2016, the Company entered into a one-year rent agreement with IB Halton for $20,888. The total amount of $11,795 was included in prepaid consulting services and is being amortized over the one-year term. Amortization of $3,482 and $0 was recorded for the nine months ended September 30, 2016 and 2015. On July 29 2016, the Company entered into a one year Consulting and Representation Agreement with Corporate Adds, LLC in exchange for 25,000,000 shares of the Company common stock and $37,500 cash payment. The shares were valued at $20,000 based upon the closing price of the Companys stock on July 29, 2016 of $0.0008 per share. The total amount of $29,048 was included in prepaid consulting services and is being amortized over the one-year term. Amortization of $3,452 and $0 was recorded for the nine months ended September 30, 2016 and 2015. |
Equipment and Intangible, Net
Equipment and Intangible, Net | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Intangible, Net | 6. Equipment and Intangible, Net Equipment consists of the following: Estimated Useful Life September 30, 2016 December 31, 2015 (Unaudited) Computer equipment 5 years $ 2,088 $ 2,588 Fixtures and fitting (acquired- see note 2) 1,666 - Accumulated depreciation (1,736 ) (1,893 ) Equipment, net $ 2,018 $ 696 Intangible consists of the following: Useful Life September 30, 2016 December 31, 2015 Goodwill (acquired- see note 2) Indefinite 996,894 - Customer Lists (acquired- see note 2) 3 Years 767,445 - Accumulated amortization (171,703 ) - Net carrying value $ 1,592,636 $ - Depreciation and amortization expense was $67,460 and $152 for three months ended September 30, 2016 and 2015, respectively. Depreciation and amortization expense was $184,882 and $576 for nine months ended September 30, 2016 and 2015, respectively. |
Deferred Loan Costs, Net
Deferred Loan Costs, Net | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Loan Costs, Net | 7. Deferred Loan Costs, Net Deferred loan costs, net consists of the following: September 30, 2016 December 31, 2015 (Unaudited) Deferred loan costs $ - $ 14,282 Accumulated amortization - (14,282 ) Deferred loan costs, net $ - $ - The Company incurred deferred loan costs of $21,000 in connection with a Secured Convertible Promissory Note issued to Iliad Research and Trading, L.P. (Iliad) on December 2, 2013. These deferred loan costs are being amortized over the twenty-three month term of the note. The Company recorded amortization of deferred loan costs of $0 and $2,739 for the three months ended September 30, 2016 and 2015; respectively and $0 and $8,217during the nine months ended September 30, 2016 and 2015, respectively. The Company incurred deferred loan costs of $5,800 in connection with the issuance of a 10% convertible note issued to LG Capital Funding, LLC (LG Capital) on April 1, 2014. These deferred loan costs are being amortized over the 1 year term of the note. The Company recorded amortization of deferred loan costs of $0 and $1,450 for the nine months ended September 30, 2016 and 2015; respectively. . Additional deferred loan costs of $5,000 were incurred in connection with the issuance of a 12% convertible note issued to WHC Capital, LLC (WHC Capital) on April 4, 2014. These deferred loan costs are being amortized over the 1 year term of the note. The Company recorded amortization of deferred loan costs of $0 and $1,308 for the three and nine months ended September 30, 2016 and 2015; respectively, and of $0 and $1,308 for the three and nine months ended September 30, 2016 and 2015; respectively. On July 14, 2014, the Company incurred deferred loan costs of $1,750 in connection with the issuance of an 8% convertible note to LG Capital. These deferred loan costs are being amortized over the 1 year term of the note. The Company recorded amortization of deferred loan costs of $0 and $365 for the three and nine months ended September 30, 2016 and 2015; respectively. On August 15, 2014, the Company incurred additional deferred loans costs of $3,675 in connection with the issuance of a 10% convertible note to Summit Trading Ltd. (Summit). These deferred loan costs are being amortized over the 1 year term of the note. The Company recorded amortization of deferred loan costs of $0 and $357 for the three months ended September 30, 2016 and 2015; respectively, and $0 and $2,247 for the nine months ended September 30, 2016. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Accounts payable $ 1,372,728 $ 1,325,813 Accrued expenses and other current liabilities 1,480,733 375,661 Total $ 2,853,461 $ 1,701,474 Consulting fees expenses incurred for non-controlling shareholders were $54,724 and $57,338 for the three months ended September 30, 2016 and 2015, respectively. Consulting fees expenses incurred for non-controlling shareholders were $153,268 and $162,240 for the nine months ended September 30, 2016 and 2015, respectively. Accrued expenses include related party accrued interest of $70,365 and $42,697 as of September 30, 2016 and December 31, 2015, respectively. Accrued expenses include accrued late fees of $360,000 and $-0- as of September 30, 2016 and December 31, 2015, respectively, in respect to Iliad Warrant (see Note 14). |
Accrued Officer's Compensation
Accrued Officer's Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Compensation Related Costs [Abstract] | |
Accrued Officer's Compensation | 9. Accrued Officers Compensation Effective July 1, 2016 the Company increased the officers compensation to $5,000 per month and a $5,000 bonus for the Officers acceptance of salary in a form of a convertible note in lieu of the cash payment. . The Company accrued compensation for Brookstein in the amount of $35,000 during the three months ended September 30, 2016 and 2015 and $15,000 during the nine months ended September 30, 2016 and 2015, the unpaid balance was $155,000 and $120,000 as September 30, 2016 and December 31, 2015, respectively. Effective September 30, 2016, the Company issued a 12% convertible promissory note in the principal amount of $155,000 for unpaid salary. The remaining unpaid salary is $0. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. Notes Payable Notes payable consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Notes payable - John Koehler $ 30,000 $ 30,000 Note payable Chris Gingold 30,000 - Summit 71,802 - Apollo Betting 1,740,746 - Total $ 1,872,548 $ 30,000 On October 1, 2003, Execuserve Corp. (Execuserve), issued a $150,000 non-interest bearing promissory note to Koehler, an investor in the predecessor. Upon completion of the merger of Execuserve and the Company pursuant to an agreement and plan of merger dated as of February 5, 2010, the balance of the amount Execuserve owed Koehler was $37,000. Although the Company agreed to pay the balance in monthly installments of $1,000, the Company is in default as it has not made a payment since September 2010. The balance due to Koehler at both September 30, 2016 and December 31, 2015 totaled $30,000. On May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (Summit) in the amount of $8,500. A second note in the amount of $18,030 was issued to Summit on September 15, 2014, and a third note in the amount of $10,000 was issued to Summit on November 6, 2014. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand. Interest expense was $6,630 and $3,030 for the nine months ended September 30, 2016 and 2015, respectively. On February 27, 2015, the terms of the Summit demand notes were modified. The $36,530 became convertible notes that are convertible at 60% of the lowest trading price utilizing a six-day look-back period (see Note 12). On February 10, 2016, the Company, through its wholly owned subsidiary Seaniemac Holdings Ltd. (Holdings), entered into an agreement (the Agreement) with Apollo Betting and Gaming Ltd (Apollo), pursuant to which Holdings purchased Apollos online gambling and betting business carried on by Apollo in the United Kingdom, via a purchase of Apollos assets related to that business. In exchange for the assets, the Company agreed to pay Apollo a total of $2,000,000, as follows: (i) $80,000 was paid at the closing; (ii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended March 31, 2014; (iii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended 31 March 2015; and (iv) $1,900,000 to be paid to Apollo upon the migration of the acquired business onto a new operating platform which is capable of delivering the online betting services provided by Apollo in substantially the same way as provided by Apollo as of the closing, and the successful use of the new platform in connection with a bet placed by any person who is included on Apollos database of customers as of the closing, with the amounts payable being paid from the combined net profits of Holdings and SeanieMac Ltd., which is also a wholly owned subsidiary of the Company. As of September 30, 2016 $1,740,746 is owed to Apollo. The Company also recorded an in kind contribution of interest in the amount of $62,157. On June 1, 2016 the Company issued a demand note to Summit Trading Ltd. (Summit) in the amount of $71,802 in exchange for accounts payable balance. The note bear interest of 4% per annum on any unpaid principal and are payable on demand. Interest expense was $951 and $0 for the nine months ended September 30, 2016 and 2015, respectively. On July 21, 2016, the Company issued to Chris Gingold a Promissory Note (the Note) in the original principal amount of $30,000 (the Purchase Price) which Note bears interest at 12% per annum and is compounded daily. In addition, 10,000,000 shares of common stock will be issued as additional interest on the note within five days of receipt of note proceeds. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is August 21, 2016 (the Maturity Date). If the loan is paid later than 30 days the following additional payments are due: ● If more than 30 days an additional 10,000,000 shares ● If more than 45 days additional 20,000,000 shares ● If more than 60 days additional 10,000,000 shares For the nine months ended September 30, 2016, the note remains outstanding. Interest expense was $9,881 and $0 for the nine months ended September 30, 2016 and 2015, based on the interest rate of $12% per annum and the issuance of 10,000,000 shares of common stock valued at $9,000 based on upon the closing price of the Companys stock on July 21, 2016 of $0.0009 per share. In addition since the note is more than 30 days in default, the Company will issue 10,000,000 shares of common stock valued at $5,000 based upon the closing price of the Companys stock on September 21, 2016 of $0.0005 per share and accounted under stock to be issued in the accompanying unaudited condensed consolidated balance sheet. |
Loans Payable - Related Parties
Loans Payable - Related Parties and Non Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Loans Payable - Related Parties and Non Related Parties | 11. Loans Payable Related Parties and Non Related Parties Loans payable to related parties consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Loan payable - GE Park, LLC (A) $ - $ 85,000 Loans payable Other related parties - 4,615 Loans payable - Brookstein (B) 933 15,702 Loans payable - RDRD II Holding, LLC (C), net of $17,534 debt discount 1,107,060 890,177 Total $ 1,107,993 $ 995,494 Due to related parties consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Due to related party - GE Park, LLC (D) $ 370,195 $ 426,737 Due to related party Brookstein B. (D) - 28,188 Due to related party Kessler (D) 28,086 19,873 Total $ 398,281 $ 474,798 On September 30, 2016, the Company issued a 12% convertible promissory note in the principal amount of $28,188 for loan payable to Brookstein B. The remaining unpaid salary is $0. Due to non-related parties consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Summit Trading LTD (D) $ 127,576 $ 199,025 Total $ 127,576 $ 199,025 The Company has specified the following person and entities as related parties with ending balances as of September 30, 2016 and December 31, 2015: RDRD, a shareholder of the Company, Barry Brookstein, our Chief Executive Officer and Chief Financial Officer and GE Park, LLC an affiliate of the non-controlling interest holder in Seaniemac minority shareholder. A. Loan Payable GE Park, LLC During the year ended December 31, 2014, GE Park, LLC loaned the Company $166,200 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand. On February 12, 2015, the terms a GE Park demand note totaling $47,600 was modified. This note became convertible at 50% of the lowest traded price utilizing a 10-day look-back period (see Note 12). The determined fair value of the debt derivatives of $94,917 was charged as a loss on debt modification for the year ended December 31, 2015. The note was fully converted into 79,193,262 shares during the year ended December 31, 2015 (See Note 12). On February 20, 2015, the terms of two GE Park demand notes totaling $33,600 were modified into convertible note and subsequently transferred to Apollo Capital Corp. (See Note 12). These notes became convertible at 50% of the lowest traded price utilizing a 10-day look-back period (see Note-12). The determined fair value of the debt derivatives of $75,378 was charged as a loss on debt modification for the year ended December 31, 2015. The note amounted to $21,600 was converted into 33,895,385 shares during the year ended December 31, 2015 and $12,000 plus accrued interest of $819 was converted into 28,487,000 shares during the period ended September 30, 2016 (See Note 12). The remaining balance as of September 30, 2016 is $0. On January 10, 2016, the terms a GE Park demand note totaling $50,000 and $4,000 of accrued interest was modified into convertible note (See Note 12). This note became convertible at 70% of the lowest traded price utilizing a 10-day look-back period. The determined fair value of the debt derivatives of $53,398 was charged as a loss on debt modification for the nine months ended September 30, 2016.The note was fully $54,000 converted into 77,142,856 shares during the nine months ended September 30, 2016. The remaining balance for the nine months ended September 30, 2016 is $0. On January 10, 2016, the terms a GE Park demand note totaling $35,000 was modified into convertible note and subsequently transferred to Apollo Capital Corp. (See Note 12). This note became convertible at 65% of the lowest traded price utilizing a 30-day look-back period. The determined fair value of the debt derivatives of $81,216 was charged as a loss on debt modification for the nine months ended September 30, 2016.The note was fully $35,000 converted into 158,196,306 shares during the nine months ended September 30, 2016. The remaining balance for the nine months ended September 30, 2016 is $0. On October 22, 2013, GE Park, LLC loaned the Company $95,000 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand. On November 22, 2014, this promissory loan was modified into convertible note and subsequently transferred to Apollo Capital Corp. (See Note 12). The remaining balance as of September 30, 2016 is $0. The Note bears interest at the rate of 4% per annum. All interest and principal must be repaid on within five days after demand. The note is convertible into common stock, at a 50% discount to the average lowest trading prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. On October 22, 2013, the Company determined the aggregate fair value of $187,188 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 278.85%, (3) weighted average risk-free interest rate of 0.02, (4) expected life of 0.25 year, and (5) estimated fair value of the Companys common stock of $0.00719 per share. During the year ended December 31, 2015, the Company converted $95,000 of principal into 136,053,867 shares of common stock (See Note 12). The determined fair value of the debt derivatives of $139,813 was reclassified into equity during the period ended December 31, 2015. In addition, the Company issued GE Park a convertible note in the amount of $79,750 on November 25, 2014. The cash purchase price of $72,500 (which amount is net of the pro-rata portion of original issue discount of $7,250) was received by the Company on the issuance date. The Note bears interest at the rate of 4% per annum. All interest and principal must be repaid on May 25, 2015. The note is convertible into common stock, at a 50% discount to the lowest trading prices of the common stock during the 20 trading day period prior to conversion. On March 3, 2015, the GE Park conversion terms of the GE Park convertible note dated November 25, 2014 for $79,750 were modified to 50% of the lowest traded price utilizing a 10-day look-back. A loss a $38,052 resulted from this modification. The note was transferred to Apollo Capital Corp on March 3, 2015 (See Note 12). The remaining balance as of September 30, 2016 is $0. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. On October 25, 2014, the Company determined the aggregate fair value of $139,421 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 280.29%, (3) weighted average risk-free interest rate of 0.07%, (4) expected life of 0.50 year, and (5) estimated fair value of the Companys common stock of $0.00719 per share. The determined fair value of the debt derivatives of $72,500 as charged as a debt discount up to the net proceeds of the note with the remainder of $66,921 charged to current period operations as non-cash interest expense. The charge of the amortization of debt discounts and costs for the nine months ended September 30, 2016 and 2015 was $0 and $63,888, respectively, and was accounted for as interest expense. Interest expense for the nine months ended September 30, 2016 and 2015 totaled $7,084 and $5,009, respectively. Accrued interest at September 30, 2016 and December 31, 2015 totaled $18,083 and $13,551, respectively. B. Loans Payable Brookstein At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. On September 30, 2016 the Company issued a 12% convertible note for $14,769 in exchange for loans payable. At September 30, 2016 and December 31, 2015, loans payable to Brookstein totaled $933 and $15,702 for both. C. Loans Payable RDRD II Holding, LLC RDRD II Holding, LLC, a Delaware limited liability company and substantial shareholder of the Company (RDRD) loaned monies to the Company and its subsidiary, Seaniemac, for working capital purposes. The loans to the Company aggregating $370,067 do not bear interest and are due on demand. The loans to Seaniemac aggregating $529,543 bear interest at 4% per annum. On April 8, 2016, the Company issued a demand note to RDRD Holdings, (RDRD) in the original principal amount of $220,000 (the Purchase Price) which Note bears interest at 4% per annum and is compounded daily. The Company sold the Note to RDRD for $200,000 with $20,000 retained by RDRD as an original issuance discount for due diligence and legal expenses related to the transaction. The loan proceeds were used to pay down the amount due to GE Park, LLC. At September 30, 2016 and December 31, 2015, loans payable were $1,107,060 and $890,177, respectively, and accrued interest totaled $68,692 and $51,897, respectively. The Company imputed interest of $8,391 and $7,748 on amount loaned to the Company by RDRD during the three months ended September 30, 2016 and 2015, respectively, at an assumed rate of 8% per annum. The Company imputed interest of $24,681 and $22,526 on amount loaned to the Company by RDRD during the nine months ended September 30, 2016 and 2015, respectively, at an assumed rate of 8% per annum. D. Due related and non-related parties. During the nine months ended the payments were made on the Companys behalf from related and non-related parties. The amounts were reclassified from accounts payable to loans due to related and non-related parties. For the nine months ended September 30, 2016 and 2015, the Company paid approximately $52,000 and $0, respectively, in respect to loans payable related parties. For the nine months ended September 30, 2016 and 2015, the Company received approximately $8,200 and $0, respectively, in respect to loans payable related parties. On June 1, 2016 the Company issued a demand note to Summit Trading Ltd. (Summit) in the amount of $71,802 in exchange for accounts payable balance- non related party. On September 30, 2016 the Company issued a 12% convertible note for $28,188 in exchange for Brookstein loans payable. At September 30, 2016 and December 31, 2015, loans payable to Brookstein totaled $-0- and $28,188 for both. For the three months ended September 30, 2016 and 2015 the Company imputed interest of $14,601 and $0 on payments made on Companys behalf, at an assumed rate of 8% per annum. Interest expense to related parties totaled $44,047 and $41,626 for nine months ended September 30, 2016 and 2015 respectively. |
Convertible Promissory Notes, N
Convertible Promissory Notes, Net | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes, Net | 12. Convertible Promissory Notes, Net Convertible promissory notes consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Iliad Note (1): Secured convertible promissory note - Iliad $ 380,000 $ 380,000 Total 380,000 380,000 Less: OID of $20,000, net of amortization of $20,000 and $20,000 as of June 30, 2016 December 31, 2015, respectively - - Conversions into 99,520,802 shares of common stock (100,062 ) (100,062 ) Principal adjustment per note assignment 40,119 40,119 Assignment to Apollo Capital Corporation (320,057 ) (320,057 ) Loan discount of $202,500, net of amortization of $202,500 and $202,500 as of September 30, 2016 and December 31, 2015, respectively - - Secured convertible promissory note - Iliad $ - $ - Redwood Note (2): Secured convertible promissory note - Redwood $ 75,000 $ 75,000 Total 75,000 75,000 Less: Conversion into 44,988,900 shares of common stock (43,738 ) (43,738 ) Assignment to Apollo Capital Corporation (31,262 ) (31,262 ) - - Total - - Loan discount of $75,000, net of amortization of $75,000 and $75,000 as of September 30, 2016 and December 31, 2015, respectively - - Secured convertible promissory note Redwood (note in default) $ - $ - LG Capital Funding, LLC (3): 10% convertible redeemable note - LG Capital $ 40,000 $ 40,000 Principal adjustment per note penalty clause 97,000 - Total 137,000 40,000 Loan discount of $40,000, net of amortization of $40,000 and $40,000 as of September 30, 2016 and December 31, 2015, respectively - - 10% convertible redeemable note - LG Capital $ 137,000 $ 40,000 8% convertible redeemable note - LG Capital $ 36,750 $ 36,750 Total 36,750 36,750 Loan discount of $36,750, net of amortization of $36,750 and $36,750 as of September 30, 2016 and December 31, 2015, respectively - - Conversion into 51,082,166 shares of stock (36,750 ) (36,750 ) 8% convertible redeemable note - LG Capital $ - $ - WHC Capital, LLC (4): 10% convertible redeemable note - WHC Capital $ 32,000 $ 32,000 - - Total 32,000 32,000 Loan discount of $32,000, net of amortization of $32,000 and $32,000 as of September 30, 2016 and December 31, 2015, respectively - - Conversion into 37,034,976 shares of stock (32,000 ) (32,000 ) 10% convertible redeemable note - WHC Capital $ - $ - Summit Trading Ltd, (5): 10% convertible redeemable note - Summit $ 62,589 $ 62,589 Total 62,589 62,589 Loan discount of $56,804, net of amortization of $56,804 and $56,804 as of September 30, 2016 and December 31, 2015, respectively - - Conversion of demand note into a convertible note 36,530 36,530 Conversion of accounts payable into a convertible note 35,814 35,814 Transfer to Apollo Capital Corp (62,559 ) (62,589 ) Conversion into 45,260,256 shares of common stock as of December 31, 2015 (8,500 ) (8,500 ) 10% convertible redeemable note - Summit $ 63,844 $ 63,844 Apollo Capital Corporation (6): Notes purchased from GE Park, LLC $ 291,190 $ 256,190 Notes purchased from Summit 62,589 62,589 Notes purchased from Redwood 31,262 31,262 Notes purchased from Iliad 320,057 320,057 12% convertible redeemable note - Apollo 35,500 - 12% convertible redeemable note - Apollo 55,000 - 12% convertible redeemable note - Apollo 16,500 8,500 Principal adjustment per note penalty clause 199,000 - Assignment to Old Main Capital LLC (88,235 ) Loan discount of S107,000 net of amortization of $105,085 and $1,915 as of September 30, 2016 and December 31, 2015, respectively - (6,585 ) Conversion into 1,052,670,044 and 321,234,184 shares of common stock, respectively, as of September 30, 2016 and December 31, 2015 (410,515 ) (209,233 ) 12% convertible redeemable note - Apollo Capital Corp $ 512,348 $ 462,780 GE Park, LLC (7) Conversion of demand note into a convertible note $ 54,000 $ - Conversion into 77,142,856 and 0 shares of common stock, respectively, as of September 30, 2016 and December 31, 2015 (54,000 ) - 4% convertible redeemable note - GE Park, LLC $ - $ - Apollo Management Group (8) 12% convertible redeemable note - Apollo 220,000 - 12% convertible redeemable note Apollo 110,000 - 12% convertible redeemable note Apollo 205,150 Loan discount of $535,150 net of amortization of $300,904 and $0 as of September 30, 2016 and December 31, 2015, respectively (234,246 ) - 12% convertible redeemable note - Apollo Management Group $ 300,904 $ - Old Main Capital LLC (9) Notes purchased from Apollo Capital Corporation $ 88,236 $ - 12% convertible redeemable note OMC 83,334 - Loan discount of $83,334 net of amortization of $23,239 and $0 as of September 30, 2016 and December 31, 2015, respectively (60,095 ) - Conversion into 178,571,429 and -0- shares of common stock, respectively, as of September 30, 2016 and December 31, 2015 (20,000 ) - 12% convertible redeemable note - Old Main Capital LLC $ 91,475 $ - Convertible promissory notes, net $ 1,105,571 $ 566,624 Convertible promissory notes related party consists of the following: September 30, 2016 December 31, 2015 (Unaudited) Brookstein Note (10): Conversion of accrued compensation into a convertible note $ 155,000 $ - Conversion of loan payable into a convertible note 14,768 - Conversion of due to balance into a convertible note $ 28,189 $ - Secured convertible promissory note related party $ 197,957 $ - 1. Iliad Note Assigned to Apollo Capital Group, Inc. On December 2, 2013 (Issuance Date) the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with Iliad Research and Trading, L.P. (Iliad). Pursuant to the Purchase Agreement, the Company issued to Iliad a Secured Convertible Promissory Note (the Note) in the original principal amount of $667,500 (the Purchase Price) which Note bears interest at 8% per annum and is compounded daily. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is 23 months from Issuance Date of the Note (the Maturity Date). Net cash expected will be $607,500, net of original issue discount of $60,000. The initial cash purchase price of $202,500 (which amount is net of the pro-rata portion of original issue discount of $20,000 and certain transactional expenses of $5,000) was received by the Company on the issuance date and (ii) the balance of $400,000 shall be received no later than the Maturity Date, as evidenced by four separate $100,000 promissory notes issued by Iliad to the Company. Beginning year after the Issuance Date and continuing for each installment date thereafter, the Company is required to make monthly principal payments under the Note of $37,083, plus any accrued and unpaid interest as of the installment date. Any installment payment may be either cash or shares of Common Stock, at the election of the Registrant. The Company also issued Iliad five year warrants to purchase 2,132,426 shares at a conversion price of $0.12 per share of the Companys common stock on December 2, 2013. These options were valued at $23,625 using the Black-Scholes option pricing model with the following values: risk free interest rate of 1.5%, volatility of 26.01538% and strike price of $0.12 and was amortized to interest expense during the year ended December 31, 2014. At any time after 180 days from the Issuance Date, the Note is convertible into shares of the Companys common stock, at the option of the Note holder, at a conversion price of $0.12 per share, subject to adjustment downward under certain circumstances defined in the Note. At December 31, 2013, the Company has reserved 16.67 million shares of authorized but unissued common stock in accordance with the terms of the Note. The Company has agreed to reserve these shares until all of the Companys obligations under the Note are paid and performed in full and the warrants are exercised in full or otherwise expired. The Company may prepay part or all of the Note at any time, provided that any prepayment is subject to a 25% penalty on the amount prepaid. The Company has identified the embedded derivatives related to the above described debenture. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. On June 3, 2014 (180 days from Issuance Date), the Company determined the aggregate fair value of $443,169 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 224.54%, (3) weighted average risk-free interest rate of 0.41%, (4) expected life of 1.42 years, and (5) estimated fair value of the Companys common stock of $0.0394 per share. The determined fair value of the debt derivatives of $443,169 was charged as a debt discount up to the net proceeds of the note with the remainder of $240,669 charged to current period operations as non-cash interest expense. Default on Iliad Note On October 1, 2014, Iliad presented the Company with an Event of Default Redemption Notice and is electing to redeem the full outstanding balance of the Note. See below for information regarding applicable penalties and additional interest due to the default. On October 29, 2014, the Company and Iliad entered into a forbearance agreement, pursuant to which Iliad agreed, subject to the terms of the forbearance agreement, to refrain and forbear, until December 10, 2014, from exercising and enforcing remedies against the Company with respect to the Note defaults, including the enforcement of the interest rate increase to 22% per annum. Pursuant to an oral agreement between the Company and Iliad on December 12, 2014, the date was extended to December 31, 2014, subject to the terms of the forbearance agreement. As a result, during the year ended December 31, 2014, the Company recorded $152,500 as forbearance liability and charged to the expenses. For the year ended December 31, 2015, the Company converted $108,752 of principal and accrued interest into 99,520,802 shares of common stock. The Note is subject to various default provisions, including as a result of a failure to make an installment payment by the due date, a failure to deliver shares when required under the Note, or a breach of covenants in the Note and Purchase Agreement, among others. Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. The Company is in default on this loan as of June 2, 2014 as a result of failing to make the required installment payments, as well as a result of the Companys failure to timely file its annual reports with the SEC. Accordingly, the total principal due to Iliad of $302,185 is classified as a current liability. On December 18, 2015, the remaining balance of $302,185 of principal and $17,872 in accrued interest was assigned to Apollo Capital Corp from Iliad Research and Trading, L.P. A loss of $576,431 resulted from the debt modification. The remaining balance as of December 31, 2015 is $0 after the assignment of the note to Apollo Capital Corp. The charge of the amortization of debt discounts and costs for the three months ended September 30, 2016 and 2015 was $0 and $27,362, respectively, and was accounted for as interest expense. The charge of the amortization of debt discounts and costs for the nine months ended September 30, 2016 and 2015 was $0 and $109,932, respectively, and was accounted for as interest expense. 2. Redwood Note On March 3, 2014, the Company entered into a Securities Purchase Agreement with Redwood Management, LLC. (Redwood), for the sale of a 10% convertible debenture in the principal amount of $75,000 (the Note). The financing closed on March 3, 2014. The total net proceeds the Company received from this offering was $75,000. All interest and principal due on September 3, 2014 has not been paid. The Note bears interest at the rate of 10% guaranteed interest regardless of how long the debenture is outstanding. The debenture is convertible into common stock, at Redwoods option, at a 50% discount to the lowest trading price of the common stock during the 20 trading day period prior to conversion. The Company has identified the embedded derivatives related to the above described debenture. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. At the inception of the Redwood debenture, the Company determined the aggregate fair value of $109,741 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 184.71%, (3) weighted average risk-free interest rate of 0.08%, (4) expected life of 0.50 years, and (5) estimated fair value of the Companys common stock of $0.065 per share. The determined fair value of the debt derivatives of $109,741 was charged as a debt discount up to the net proceeds of the note with the remainder of $34,741 charged to current period operations as non-cash interest expense. For the year ended December 31, 2015, the Company converted $43,738 of principal and accrued interest into 44,988,900 shares of common stock. On March 9, 2015, the remaining balance of $23,762 of principal and $7,500 in accrued interest was assigned to Apollo Capital Corp. A loss of $26,577 resulted from the debt modification. Subsequently, during the years ended December 31, 2015 the Company converted $31,262 of principal transferred to Apollo Capital Corp into 72,091,670 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $145,688 was reclassified into equity during the period ended December 31, 2015. The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2016 and 2015 was $-0- and $-0-, respectively, which was accounted for as interest expense. 3. LG Capital Funding, LLC Notes On April 1, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC. (LG Capital), for the sale of a 10% convertible note in the principal amount of $40,000 (the Note). The financing closed on April 1, 2014. The total net proceeds the Company received from this offering was $40,000. The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 1, 2015, further as of date this was not repaid hence the note was in default. The debenture is convertible into common stock, at LG Capitals option, at a 58% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion. The Company has failed to keep in reserve the number of shares of its common stock sufficient to meet the Companys obligation to LG Capital as required by the note which constituted an Event of Default. Around March 15, 2016 the Company failed to issue conversion shares as requested by LG Capital. As a result of the default and breach, thee interest rate on the outstanding balance increased to 22% per annum and $500 per day penalty began to accrue. The aggregate amount of penalty from August 24, 2016 to September 30, 2016 is $97,000. The remaining balance as of September 30, 2016 and December 31, 2015 is $137,000 and $40,000, respectively. On July 14, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC. (LG Capital), for the sale of an 8% convertible note in the principal amount of $36,750 (the Note). The financing closed on July 14, 2014. The total net proceeds the Company received from this offering was $36,750. The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 14, 2015. The note is convertible into common stock, at LG Capitals option, at a 50% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. At the inception of the LG Capital notes, the Company determined the aggregate fair value of $152,414 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.52% to 237.91%, (3) weighted average risk-free interest rate of 0.11% to 0.13%, (4) expected life of 1.00 year, and (5) estimated fair value of the Companys common stock of $0.0378 to $0.0471 per share. The determined fair value of the debt derivatives of $152,414 was charged as a debt discount up to the net proceeds of the note with the remainder of $75,664 charged to current period operations as non-cash interest expense. The charge of the amortization of debt discounts and costs for the three months ended September 30, 2016 and 2015 was $0 and $0, respectively, accounted for as interest expense. The charge of the amortization of debt discounts and costs for the nine months ended September 30, 2016 and 2015 was $0 and $29,607, respectively, accounted for as interest expense. For the year ended December 31, 2015, the Company converted the note issued on July 14, 2014 for $36,750 of principal into 51,082,166 shares of common stock. The remaining balance is $0 and the determined fair value of the debt derivatives of $66,758 was reclassified into equity during the period ended December 31, 2015. 4. WHC Capital, LLC On April 4, 2014, the Company entered into a Securities Purchase Agreement with WHC Capital, LLC. (WHC Capital), for the sale of a 12%convertible note in the principal amount of $32,000 (the Note). The financing closed on April 4, 2014. The total net proceeds the Company received from this offering was $32,000. The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on April 4, 2015. The debenture is convertible into common stock, at WHC Capitals option, at a 58% discount to the lowest trading price of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. At the inception of the WHC Capital note, the Company determined the aggregate fair value of $56,273 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.08%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 1.00 year, and (5) estimated fair value of the Companys common stock of $0.06 per share. The determined fair value of the debt derivatives of $56,273 was charged as a debt discount up to the net proceeds of the note with the remainder of $24,273 charged to current period operations as non-cash interest expense. The charge of the amortization of debt discounts and costs for the three months ended September 30, 2016 and 2015 was $0 and $0, respectively. The charge of the amortization of debt discounts and costs for the nine months ended September 30, 2016 and 2015 was $0 and $9,529, accounted for as interest expense. For the year ended December 31, 2015, the Company converted $35,211 of principal and accrued interest into 37,034,976 shares of common stock. The remaining balance is $0 and the determined fair value of the debt derivatives of $38,937 was reclassified into equity during the period ended December 31, 2015. 5. Summit Trading Ltd. In addition, the terms of Summits convertible note in the amount of $59,835 were modified; the note is now convertible at a conversion rate equal to 45% of the lowest stock price 20 days prior to conversion. This note was assigned to Apollo Capital Corp. (Apollo) on March 19, 2015. A loss of $57,860 resulted from the debt modification. On August 15, 2014, the Company entered into a Securities Purchase Agreement with Summit Trading, Ltd. (Summit), for the sale of an 10% convertible note in the principal amount of $59,835 (the Note). The financing closed on August 15, 2014. The total net proceeds the Company received from this offering was $59,835. The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on August 15, 2015. The debenture is convertible into common stock, at Summits option, at a 20% discount to the average volume weighted stock price during the 7 trading day period prior to conversion. The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date. At the inception of the Summit note, the Company determined the aggregate fair value of $56,804 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 242.32%, (3) weighted average risk-free interest rate of 0.09%, (4) expected life of 1.00 year, and (5) estimated fair value of the Companys common stock of $0.02 per share. The determined fair value of the debt derivatives of $56,804 was charged as a debt discount of the note. The charge of the amortization of debt discounts and costs for nine month ended September 30, 2016 and 2015 was $0 and $35,327, respectively, accounted for as interest expense. On January 2, 2015 and January 5, 2015, the Company issued demand notes to Summit in the amounts of $13,844 and $21,970, respectively. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand. As mentioned above in Note 10, on May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (Summit) in the amount of $8,500. A second note in the amount of $18,030 was issued to Summit on September 15, 2014, and a third note in the amount of $10,000 was issued to Summit on November 6, 2014. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand. Interest expense was $6,630 and $4,828 for the years ended December 31, 2015. On February 27, 2015, the terms of the Summit demand notes were modified and assigned to Apollo Capital Corp. All outstanding notes totaling $62,589 became convertible notes that are convertible at 60% of the lowest trading price utilizing a three-day look-back period. A loss of $57,860 resulted from the debt modification. For the year ended December 31, 2015, the Company converted $8,500 of principal into 45,260,256 shares of common stock, the related derivative liability of notes conversion $27,030 reclassified into additional paid in capital and the remaining balance is $63,844 as of December 31, 2015. For the nine months ended September 30, 2016 and December 31, 2015 the remaining balance due to Summit Trading, Ltd is $63,844. 6. Apollo Capital Corp On October 22, 2013, GE Park, LLC loaned the Company $95,000 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand. On November 22, 2014, this promissory loan was modified into convertible note and subsequently transferred to Apollo Capital Corp. During the year ended December 31, 2015, the Company converted $95,000 of principal into 136,053,867 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $139,813 was reclassified into equity during the period ended December 31, 2015. On February 12, 2015, the terms a GE Park demand note totaling $47,600 was modified. This note became convertible at 50% of the lowest traded price utilizing a 10-day look-back period. The determined fair value of the debt derivatives of $94,917 was charged as a loss on debt modification for the year ended December 31, 2015. The note was fully converted into 79,193,262 shares during the year ended December 31, 2015. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $94,917 was reclassified into equity during the period ended December 31, 2015. On February 20, 2015, the terms of two GE Park demand notes totaling $33,600 were modified. These notes became convertible at 50% of the lowest traded price utilizing a 10-day look-back period (see Note 11). The determined fair value of the debt derivatives of $75,378 was charged as a loss on debt modification for the year ended December 31, 2015. The note amounted to $21,600 was converted into 33,895,385 shares during the year ended December 31, 2015 (See Note 11). The remaining balance as of December 31, 2015 is $12,000. On April 1, 2016, $12,000 plus accrued interest of $819 was converted into 28,487,000 shares, and the determined fair value of the debt derivatives of $17,334 was reclassified into equity during the period ended September 30, 2016. The remaining balance as of September 30, 2016 is $0. On March 9, 2015, the remaining balance of $23,762 of principal and $7,500 in accrued interest was assigned to Apollo Capital Corp from Redwood Management, LLC. A loss of $26,577 resulted from the debt modification. Subsequently, during the year ended December 31, 2015 the Company converted $31,262 of principal into 72,091,670 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $145,688 was reclassified into equity during the period ended December 31, 2015 On March 3, 2015, the GE Park conversion terms of the GE Park convertible note dated November 25, 2014 for $79,750 were modified to 50% of the lowest traded price utilizing a 10-day look-back. A loss a $38,052 resulted from this modification. The note was transferred to Apollo Capital Corp on March 3, 2015 (see note 11). In addition, the terms of Summits convertible note in the amount of $59,835 and accrued interest of $2,992 were modified; the note is now convertible 45% of the lowest stock price 20 days prior to conversion. This note was assigned to Apollo Capital Corp. (Apollo) on March 19, 2015. A loss of $57,860 resulted from the debt modification. On November 20, 2015, the Company issued to Apollo Capital Group, LLC (Apollo Capital) a Convertible Promissory Note (the Note) in the original principal amount of $16,500 (the Purchase Price) which Note bears interest at 12% per annum and is compounded. As of September 30, 2016 the Company received $16,500 of the convertible note. The principal amount and accrued interest under the Note is convertible into the Companys common stock, $0.001 par value (the Common Stock), at Apollo Capitals option, at any time beginning 180 days after the date of issuance at a 60% discount of by the lowest trading price for the Companys common stock during the 30 trading day period prior to conversion (the Conversion Price). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is May 20, 2016 (the Maturity Date). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. At the inception of the Apollo Capital note, the Company determined the aggregate fair value of $18,758 of embedded derivatives. Subsequent to the December 31, 2015, the Company recorded an additional fair value of $13,369 for the additional funding received subsequent to the year end. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.06%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 1.00 year, and (5) estimated fair value of the Companys common stock of $0.00024 per share. The determined fair value of the debt derivatives of $8,500 was charged as a debt discount up to the net proceeds of the note with the remainder of $10,258 charged to current period operations as non-cash interest expense. The charge of the amortization of debt discounts and costs for the three and nine months ending September 30, 2016 and 2015 was $0 and $0 and $16,500 and $0, respectively, accounted for as interest expense. The remaining balance for the nine months ended September 30, 2016 is $78,783. On October 11, 2016, the Company entered into a forbearance agreement effective on August 24, 2016 related to the note dated November 20, 2016. . The Company has failed to keep in reserve the number of shares of its common stock sufficient to meet the Companys obligation to Apollo as required by the note which constituted an Event of Default. As a result of the default the interest rate on the outstanding balance increased to 22% per annum and $2,000 per day penalty began to accrue. The aggregate amount of penalty from August 24, 2016 to September 30, 2016 is $76,000 In additions to above penalty, during the nine months ended September 30, 2016, the Company accrued $24,000 as penalty for being not filing on time and having a yield sign up and adjusted the principal loan balance accordingly. On January 10, 2016, the terms a GE Park demand note totaling $35,000 was modified and assigned to Apollo Capital. This note became convertible at 35% of the lowest traded price utilizing a 30-day look-back period. The determined fair value of the debt derivatives of $81,216 was charged as a loss on debt modification for nine months ended September 30, 2016. The note was fully $35,000 converted into 158,196,306 shares during the nine months ended September 30, 2016. The remaining balance for the nine months ended September 30, 2016 is $0. On February 25, 2016, the Company issued to Apollo Capital Group, LLC (Apollo Capital) a Convertible Promissory Note (the Note) in the original principal amount of $35,500 (the Purchase Price) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to Apollo Capital for $30,000 with $5,500 retained by Apollo Capital as an original issuance discount for due diligence and legal expenses related to the transaction. The principal amount and accrued interest under the Note is convertible into the Companys common stock, $0.001 par value (the Common Stock), at Apollo Capitals option, at any time beginning 180 days after the date of issuance at a 60% discount of by the lowest trading price for the Companys common stock during the 30 trading day period prior to conversion (the Conversion Price). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is August 25, 2016 (the Maturity Date). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 13. Derivative Liabilities As described in Note 12, as of September 30, 2016 and December 31, 2015, the Company issued convertible notes which are convertible into common stock, at holders option, at a discount to the market price of the Companys common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. The following table represents the Companys debt derivative liability activity for the nine months ended September 30, 2016: Balance December 31, 2015 $ 2,310,067 Initial measurement at issuance date of the notes 1,400,119 Loss on debt modification 134,614 Loss on debt modification- related party 444,339 Reclassification of derivative liability associated with convertible debt (777,878 ) Change in derivative liability during the nine months ended September 30, 2016 (86,422 ) Balance September 30, 2016 $ 3,424,839 At inception, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 2%, (3) weighted average risk-free interest rate of 0.03% to 0.13%, (4) expected life of 0.25 to 1.09 years, and (5) estimated fair value of the Companys common stock of $0.0139 per share. At September 30, 2016, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 218.79% (3) weighted average risk-free interest rate of 0.234% to 0.36%, (4) expected life of 0.15 to 0.47 years, and (5) estimated fair value of the Companys common stock of $0.00052 to $0.0012241 per share. Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. Warrant derivative liability As described in Note 12, the Company issued warrants in conjunction with the issuance with certain convertible notes. These warrants contain certain reset provisions. Therefore, in accordance with ASC 815-40 , The Company estimated the fair value at date of effectiveness of the warrants issued in connection with the issuance of the convertible promissory notes to be $590,038 using the Binomial Lattice formula assuming no dividends, a risk-free interest rate of 1.65%, expected volatility of 224.54%, and expected warrant life of 4.50 years. Since the warrants have reset provisions, pursuant to ASC 815-40, the Company has reclassified from equity the fair value of the warrants of $590,038 as a warrant liability. Until conversion and expiration of the warrants, changes in fair value were recorded as non-operating, non-cash income or expense at each reporting date. For the year ended December 31, 2015, the fair value of the warrant liability of $1,616,758 was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 261.65%, (3) weighted average risk-free interest rate of 1.15%, (4) expected life of 3.52 years, and (5) estimated fair value of the Companys common stock of $0.00109 per share. At September 30, 2016, the fair value of the warrant liability of $1,185,478 was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 198.225%, (3) weighted average risk-free interest rate of 0.71%, (4) expected life of 2.43 years, and (5) estimated fair value of the Companys common stock of $0.00117 per share. The following table represents the Companys warrant derivative liability activity for the nine months ended September 30, 2016 Balance December 31, 2015 $ 1,616,758 Change in derivative liability during the nine months ended September 30, 2016 (740,887 ) Balance September 30, 2016 $ 875,871 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies A. Marketing Agreements On January 30, 2013, Seaniemac entered into a three year White Label Services Agreement with Boylesports (initial term) with the option to renew for further periods of 12 months after the initial term. This agreement expired on January 30, 2016. Boylesports will receive a portion of the gross gaming revenue (GGR) generated from the seanimac.com website. GGR is gross turnover, minus gross win, leaving gross gaming yield and subtracting from that amount tax and any payments to software providers. Seaniemac is entitled to 70% of GGR up to 50,000 Euros, 75% of GGR from 50,000 Euros to 250,000 Euros, 80% of GGR from 250,000 Euros to 1,000,000 Euros, and 85% of GGR in excess of 1,000,000 Euros. Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through nine, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three. There were no minimum guaranteed payments during the first three months of the contract. As of September 30, 2016 and December 31, 2015, accrued fees to Boylesports totaled $273,893 and $163,532, of which $109,557 and $111,692 was commission due pursuant to the terms of the White Label Services Agreement with Boylesports and $82,168 was primarily attributable to customer service and processing fees. B. Consulting and Employment and Material Agreements The Company have informal arrangement in respect to the receiving services from four parties approximately $25,000 per month was expensed as consulting expenses. The Company have informal arrangement in respect to the receiving services from three employees approximately $17,200 per month was expensed as payroll expenses On April 7, 2016, the Company entered into a nine months consulting agreement, effective from June 1, 2016. The fee is $50,000 per month for the first 90days and reduced to $6,500 per month for the next 90 days. During the nine months ended September 30, 2016 the Company paid $100,000 in fees and the same was recorded as Advertising expenses. As of September 30, 2016, the agreement was terminated and no additional payments will be made. On July 14, 2016, the Company entered into an agreement with Optima Information Services, S.L (OIS). OIS is the proprietor and/or license of software and is a supplier of software and information technology services. The Company was granted world-wide, non exclusive, non-transferrable license to use the software in the betting and gaming business. The costs of platform setup and customization of platform is a onetime fee is $271,703 (GBP 195,000) and full support and maintenance monthly fee is $30,514 (GBP 21,900) per month. As of September 30, 2016 the Company paid $62,701 (GBP 45,000) in platform set up cost and the balance to be pay in 12 installments of $17,417 (GBP 12,500). The Company expensed full $271,703 as a direct costs during the nine months ended September 30, 2016. On July 14, 2016, the Company entered into an agreement with SportsBetting and Gaming Services Malta, LTD (SGS). Under the agreement the Company will be using the technology which is licensed to SGS for sports betting and gaming. The agreement will remain in effect for twelve months, however, the agreement can be terminated due to non-payment. There is no upfront costs under the agreement. The SGS will pay the Company a commission comprised of a share of 100% of Net Gaming Revenue less 3% commission with a cap of (EU 6,000) and a minimum of (EU 1,800). Net Gaming Revenue is all revenues received by the business on sports betting and gaming after deducting: ● Sums paid out to players as winnings ● Betting and gaming ta and duties ● Transaction charges to banks and payment processors ● Cost of bonuses, promotions and commissions paid to players as a promotion or marketing activity ● Commission paid to a third party in order to use any software, technology or other products s online or mobile If negative revenue for the months is a negative figure that amount will be carried over to the future months. Any negative amount is required to be satisfies within days 10 and get gaming revenue minimum fee will EU 1,800 under the term of this contact. As of September 30, 2016, no revenue generation started from this arrangement. C. Receivable-Related Parties During the nine months ended September 30, 2016, in order to timely take advantage of business opportunities provided for under Irish laws, the Company processed a number of transactions through bank accounts of a related party. Following the completion of the fiscal year ended December 31, 2014, the Company as established its own banking relationships and no longer processes transactions using bank accounts of a related party. As of September 30, 2016, the Companys own banking account was not yet established. As of September 30, 2016 and December 31, 2015, $0 and $4,615 respectively, was recorded as a payable and receivable from a related party, respectively. Further, currently, no deposit insurance system has been set up to cover the above related partys accounts. Therefore, the Company will bear a risk if any of these banks become insolvent. E. Litigation On August 14, 2014, the Company agreed to the entry of an Order Instituting Cease and Desist Proceedings Pursuant to Section 21C of the Securities and Exchange Act of 1934 (Agreed Order), with the SEC. The agreement with the SEC was subsequently modified on September 17, 2014 and is pending final approval from the SEC. Pursuant to the Agreed Order, the Company acknowledged that it was delinquent in its filing requirements in that it had failed to file its annual report on Form 10-K for the year ended December 31, 2013, its quarterly reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014 and an 8-K filing. Moreover, the Company has agreed to pay civil penalties in the total amount of $50,000 as a result of these delinquent filings. The Company is diligently working towards completing and filing its delinquent reports. The penalty of $50,000 was expensed during the third quarter of 2014. On September 23, 2014, the Company deposited $25,000 in an escrow account with its legal counsel. During 2014, $24,000 of these funds was used to partially pay the civil penalties of $50,000 that are due the Securities and Exchange Commission. During the year ended December 31, 2015, the Company paid $12,000 towards the penalty. The remaining balance due is $14,000. The balance remained the same as of September 30, 2016. On April 5, 2016 Iliad Research and Trading, L.P. (Iliad) made a demand on the Company to issue 64,660,484 shares of the Companys common stock (the Delivery Shares) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the Iliad Warrant) and for damages due to Companys failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliads demand) have been accruing since April 1, 2016 (the Late Fees). For the nine months ended September 30, 2016 the Company accrued $360,000 in penalties. The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 despite Iliads demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant. On November 1, 2016, the Company entered into a settlement agreement and release of claims with Rotenberg, Meril, Solomon, Bertiger & Guttilla, P.C. (Rotenberg). Under the Settlement Agreement to Company agreed to settle the debt of $73,045 for $60,000 paid in twenty-four monthly installments of $2,500 each with the first payment due on November 15, 2016. As of September 30, 2016 the Company had the entire liability due Rotenberg recorded in accounts payable. |
Capital Stock and Capital Stock
Capital Stock and Capital Stock Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Capital Stock and Capital Stock Transactions | 15. Capital Stock and Capital Stock Transactions A. Preferred Stock On December 26, 2007, the Company filed an amendment to its articles of incorporation to the effect of (a) increasing the number of authorized shares of Common Stock to 2 billion from 500 million and (b) authorizing up to 10 million shares of serial preferred stock, with the Companys board having the authority to establish, from time to time, classes and series of such serial preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each such class or series. The amendments, which were approved in a manner consistent with applicable Nevada law, had been the subject of a definitive information statement filed with the SEC on December 4, 2007. The Company has 10,000,000 shares of preferred stock authorized of which 6,100,000 shares were designated in four series as follows: ● Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the Series A Preferred) - 2,500,000 shares authorized, 2,293,750 shares issued and outstanding; ● Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the Series B Preferred) - 1,500,000 shares authorized, 1,250,000 shares issued and outstanding; ● Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the Series C Preferred) - 2,000,000 shares authorized, 1,828,569 shares issued and outstanding; and ● Series D Senior Convertible Voting Redeemable Preferred Stock (the Series D Preferred) -shares, 100,000 shares authorized, 100,000 shares issued and outstanding. Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock are convertible, at any time, into 100 restricted shares of Common Stock. The Company Preferred Stock has liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock. Terms of the Series D Preferred include the following: ● Each share of Series D Preferred has a liquidation preference of $1.00 per share. ● Each share of Series D Preferred shall entitle its holder to 10,000 votes on all matters submitted to the vote of stockholders of the Company. ● Prior to December 31, 2020, the Company has the right, but not the obligation, to redeem the then outstanding shares of Series D Preferred at a rate of $1.00 per share. ● Each share of Series D Preferred is convertible into 1,000 shares of Company Common Stock. Issuance of Preferred Stock There were no issuances, conversions or redemptions of Preferred Stock during the nine months ended September 30, 2016. B. Common Stock. On October 6 2016, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission a Schedule 14C and with the State of Nevada an Amended Certificate of Incorporation increasing the authorized shares of common stock by 2,000,000,000 shares of common stock from 2,000,000,000 million shares of common stock to 4,000,000,000 shares of common stock. We have 4,000,000,000 shares of common stock, par value $.001 per share, authorized. At September 30, 2016 and December 31, 2015 there were 1,963,227,058 and 673,842,729 shares issued and outstanding, respectively. Common Stock Issuances During the nine months ended September 30, 2016, the Company converted debt and accrued interest totaling $1,123,309 into 1,274,384,329 shares of common stock and their related derivative liability amounted to $777,878 reclassified into additional paid in capital. On February 11, 2015 the Company entered into a one-year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 15,000,000 shares of Company common stock plus $10,000. The shares were valued at $43,500 based upon the closing price of the stock February 11, 2015 of $0.029 per share. The total amount of $45,750 was expensed as consulting expense. The 15,000,000 shares were recorded as common stock issuable for the year ended December 31, 2015. On March 28, 2016, the Company issued 15,000,000 shares of common stock. Common Stock Issuable On July 29 2016, the Company entered into a one year Consulting and Representation Agreement with Corporate Adds, LLC in exchange for 25,000,000 shares of the Company common stock and $25,000 cash payment. The 25,000,000 shares were recorded as common stock issuable for the nine months ended September 30, 2016. On January 10, 2016, the Company entered into a one year Consulting and Representation Agreement with 626 Vanderbilt, LLC in exchange for 60,000,000 shares of the Company common stock. The shares were valued at $54,000 based upon the closing price of the Companys stock on January 10, 2016 of $0.0009 per share and is being amortized over the one-year term. The total amount of $28,553 was included in prepaid consulting services. Amortization of $25,447 and $0 was recorded for the nine months ended September 30, 2016 and 2015. The 60,000,000 shares were recorded as common stock issuable for the nine months ended September 30, 2016. On July 21, 2016, the Company issued to Chris Gingold a Promissory Note (the Note) in the original principal amount of $30,000 (the Purchase Price) which Note bears interest at 12% per annum and is compounded daily. For the nine months ended September 30, 2016 and 2015, based on the interest rate of $12% per annum and the issuance of 10,000,000 shares of common stock valued at $9,000 based on upon the closing price of the Companys stock on July 21, 2016 of $0.0009 per share. In addition since the note is more than 30 days in default, the Company will issue 10,000,000 shares of common stock valued at $5,000 based upon the closing price of the Companys stock on September 21, 2016 of $0.0005 per share. The 20,000,000 shares were recorded as common stock issuable for the nine months ended September 30, 2016. For the nine months ended September 30, 2016, the company approved the issuance to two officers each of 12,000,000 shares of common stock valued at $4,800 each based on upon the closing price of the Companys stock on September 30, 2016 of $0.0004 per share for services rendered in relation to Apollo acquisition. The 24,000,000 shares were recorded as common stock issuable for the nine months ended September 30, 2016. |
Warrants and Options
Warrants and Options | 9 Months Ended |
Sep. 30, 2016 | |
Warrants And Options | |
Warrants and Options | 16. Warrants and Options At September 30, 2016 and December 31, 2015, there are no outstanding stock option awards. The following is a summary of warrant activity during the period from December 31, 2015 to September 30, 2016: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2015 2,132,426 $ 0.012 2.9 Granted - - Exercised - - Cancelled Forfeited - - Balance, September 30, 2016 2,132,426 $ 0.012 2.17 For the nine months ended September 30, 2016, the following warrants were outstanding: Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.012 2,132,426 2,132,426 2.17 $ - On April 5, 2016 Iliad made a demand on the Company to issue 64,660,484 shares of the Companys common stock (the Delivery Shares) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the Iliad Warrant) and for damages due to Companys failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliads demand) have been accruing since April 1, 2016 (the Late Fees). For the nine months ended September 30, 2016 the Company accrued $360,000 in penalties. The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 above despite Iliads demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant. For the year ended December 31, 2015, the following warrants were outstanding: Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.012 2,132,426 2,132,426 2.9 $ - |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. During 2015, the Companys valuation allowance was increased by approximately $466,000 from the prior year. Further, for interim reporting the Company will pass the valuation allowance calculation and feels that the same would be done during the year ended reporting December 31, 2016 for better comparison. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events A. Conversions As of the date of the filing of these financial statements with the SEC on Form 10-Q, the holders of convertible debt issued by the Company in the approximate amount of $62,041 comprised of principal and accrued interest into approximately 501,225,762 shares of the Companys common stock. B. Financing On October 6, 2016, the Company issued to GE Park, LLC (GE Park) a Convertible Promissory Note (the Note) in the original principal amount of $250,000 (the Purchase Price) which Note bears interest at 8% per annum and is compounded daily. The note was issued in exchange for expenses paid on the Companys behalf by GE Park as of September 30, 2016. The principal amount and accrued interest under the Note is convertible into the Companys common stock, $0.001 par value (the Common Stock), at Barry Brooksteins option, at any time beginning 180 days after the date of issuance at a 65% discount of by the lowest trading price for the Companys common stock during the 30 trading day period prior to conversion (the Conversion Price). All outstanding principal and accrued interest on the Note is due and payable on demand. The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. The principal balance of the Note may be prepaid at any time after 10 days prior written notice by the Company to Barry Brookstein by paying Barry Brookstein an amount equal to the Prepayment Percentage (as hereinafter defined) multiplied by the sum of the principal amount due, accrued interest and any other amounts due under the Note. The Prepayment Percentage is 130% multiplied the amount that the Company is prepaying. Notice of prepayment has to be provided two business days prior to prepayment date and prepayment much be received within twelve business days of the repayment notice. GE Park may convert the note in whole or in party at any time during the prepayment period. On October 19, 2016, the Company issued to Apollo Capital Group, LLC (Apollo Capital) a Convertible Promissory Note (the Note) in the original principal amount of $220,000 (the Purchase Price) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to Apollo Capital for $200,000 with $20,000 retained by Apollo Capital as an original issuance discount for due diligence and legal expenses related to the transaction. . Subsequent to September 30, 2016, the Company received $104,500. The principal amount and accrued interest under the Note is convertible into the Companys common stock, $0.001 par value (the Common Stock), at Apollo Capitals option, at any time beginning 180 days after the date of issuance at a 50% discount of by the lowest trading price for the Companys common stock during the 20 trading day period prior to conversion (the Conversion Price). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is April 18, 2017 (the Maturity Date). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. The principal balance of the Note may be prepaid at any time after 10 days prior written notice by the Company to Apollo Capital by paying Apollo Capital an amount equal to the Prepayment Percentage (as hereinafter defined) multiplied by the sum of the principal amount due, accrued interest and any other amounts due under the Note. The Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. On October 19, 2016, the Company issued to GHS Investments, LLC (GHS Investments) a Convertible Promissory Note (the Note) in the original principal amount of $97,500 (the Purchase Price) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to GHS Investments for $75,000 with $22,500 retained by GHS Investments as an original issuance discount for due diligence and legal expenses related to the transaction. . Subsequent to September 30, 2016, the Company received $75,000. As a further inducement the Company will issue 90,000,000 shares of the Companys stock on the first business day which is 180 calendar days from the execution of the agreement. The principal amount and accrued interest under the Note is convertible into the Companys common stock, $0.001 par value (the Common Stock), at GHS Investments option, at any time beginning 180 days after the date of issuance at a 40% discount of by the lowest trading price for the Companys common stock during the 25 trading day period prior to conversion (the Conversion Price). If at any time after the execution of this Note, the Company experiences a DTC Chill, the Conversion Price Discount shall be increased by five percent (5%). If at any time following the execution of this Note, the Company becomes ineligible to participate in the DTCs DWAC system, the Conversion Price Discount will be increased by five percent (5%). Following any Event of Default, the Conversion Price discount shall be increased by ten percent (10%). All outstanding principal and accrued interest on the Note is due and payable on December 3, 2016 or within 48 business hours from the Companys receipt of any financing or proceeds over $150,000 (the Maturity Date). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. The principal balance of the Note may be prepaid at any time prior to maturity. C. Agreements On October 17, 2016, the Company entered into a one month Advertisement Agreement with Worldwide Strategies, Inc. in exchange for $80,000 cash payment. Payment is due $40,000 upon the execution of the agreement and $40,000 paid over 4 weeks in equal installments |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | A. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries including Call Compliance, Inc., Telephone Blocking Services Corporation, Call Compliance.com, Inc., Jasmine Communications, Inc., Call Center Tools, Inc., Execuserve Corp. which are inactive, its 70% owned subsidiary, Seaniemac and Seaniemac Holdings Ltd. All inter-company balances and transactions have been eliminated in consolidation. The Company formed a subsidiary in Isle of Man called Pledge Limited in October 2012 that was intended to operate as a billing entity to utilize favorable tax treatment in the Isle of Man. The Company abandoned this plan and no transactions were transpired through this entity which remains dormant. There were no assets, liabilities or any transactions for Pledge Limited during its existence. |
Foreign Currency | B. Foreign Currency The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Companys financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date. The assets and liabilities of Seaniemac Holding, Ltd, whose functional currency is the Sterling, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Companys financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date. |
Equipment Depreciation and Amortization | C. Equipment Depreciation and Amortization Equipment is stated at cost less accumulated depreciation. These assets are depreciated on a straight lines basis over their estimated useful lives, generally five years. |
Identifiable Intangible Assets | D. Identifiable Intangible Assets ASC 350 prescribes a two-step process for impairment testing of goodwill and intangibles with indefinite lives, which is performed annually, as well as when an event triggering impairment may have occurred. ASC 350 also allows preparers to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo Step 1 of their annual goodwill impairment process. This qualitative screening process will hereinafter be referred to as Step 0. Goodwill and intangible assets deemed to have an indefinite life are tested for impairment on an annual basis, or earlier when events or changes in circumstances suggest the carrying amount may not be fully recoverable. The Company has elected to perform its annual assessment on goodwill and intangible assets. Useful Life September 30, 2016 December 31, 2015 Goodwill Indefinite 996,894 - Customer Lists and Intangible Assets 3 Years 767,445 - Accumulated amortization (171,703 ) - Net carrying value $ 1,592,636 $ - The company recorded above goodwill and intangible assets related to the acquisition of Apollo Betting and Gaming, LTD. It has been determined that the goodwill has an indefinite useful life and are not subject to amortization. However, the goodwill will be reviewed for impairment annually or more frequently if impairment indicators arise. For the nine months September 30, 2016 no impairment loss has been recorded. |
Revenue Recognition | E. Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, Revenue Recognition (ASC Topic 605). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenues of $7,480 and $10,621 for the three months ended September 30, 2016 and 2015; respectively. Promotional allowances and direct costs of $24,300 and $11,438 for the three months ended September 30, 2016 and 2015; respectively. We had revenues of $153,444 and $163,650 for the nine months ended September 30, 2016 and 2015; respectively. Promotional allowances and direct costs of $213,168 and $120,159 for the nine months ended September 30, 2016 and 2015; respectively. The Company recognized Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (Free Bets). Free Bets are included in promotional allowances and are deducted from gross gaming revenue to arrive at the net gaming revenue. All other costs are included in selling, general and administrative expenses. Significant Customers During the three months ended September 30, 2016, the Company had two customers which accounted for more than 10% of the Companys revenues (29% and 10%). During the three months ended September 30, 2015 the Company had no customer which accounted for more than 10% of the Companys revenues. During the nine months ended September 30, 2016, the Company had two customers which accounted for more than 10% of the Companys revenues (15% and 11%). During the nine months ended September 30, 2015 the Company had no customers which accounted for more than 10% of the Companys revenues). Significant Vendors During the three months ending September 30, 2016, the Company had two vendors which accounted for more than 10% of the Companys cost of revenue (77% and 22%). During the nine months ending September 30, 2016, the Company had two vendors which accounted for more than 10% of the Companys cost of revenue (44% and 29%). During the three months ending September 30, 2015, the Company had two vendors which accounted for more than 10% of the Companys cost of revenue (31%). During the nine months ending September 30, 2015, the Company had one vendor which accounted for more than 10% of the Companys cost of revenue (14%). |
Advertising | F. Advertising All advertising costs are expensed as incurred. Advertising costs incurred for the production of a commercial are considered prepaid expenses until the commercial airs, at which time such costs are expensed. |
Stock Based Compensation Arrangements | G. Stock Based Compensation Arrangements The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (ASC 718). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations. From time to time, our shares of common stock and warrants have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our consolidated financial statements for certain of its assets and expenses. |
Derivative Financial Instruments | H. Derivative Financial Instruments We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price reset adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entitys Own Stock (ASC 815-40). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as Other income (expense) - gain (loss) on change in derivative liabilities. Debt Derivative Liability: Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Debt derivative liability September 30, 2016 $ 3,424,839 $ $ $ 3,424,839 Debt derivative liability December 31, 2015 $ 2,310,067 $ $ $ 2,310,067 The following table represents the Companys derivative liability activity for the nine months ended September 30, 2016: Balance December 31, 2015 $ 2,310,067 Initial measurement at issuance date of the notes 1,400,119 Loss on debt modification 134,614 Loss on debt modification- related party 444,339 Reclassification of derivative liability associated with convertible debt (777,878 ) Change in derivative liability during the nine months ended September 30, 2016 (86,422 ) Balance September 30, 2016 $ 3,424,839 Warrant derivative liability: Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Warrant derivative liability September 30, 2016 $ 875,871 $ $ $ 875,871 Warrant derivative liability December 31, 2015 $ 1,616,758 $ $ $ 1,616,758 The following table represents the Companys warrant derivative liability activity for the nine months ended September 30, 2016 Balance December 31, 2015 $ 1,616,758 Change in derivative liability during the nine months ended September 30, 2016 (740,887 ) Balance September 30, 2016 $ 875,871 |
Cash and Cash Equivalents | I. Cash and Cash Equivalents Cash primarily consists of cash on hand and bank deposits. The Company currently has no cash equivalents which would consist of money market accounts and other highly liquid investments with an original maturity of three months or less when purchased. |
Allowance for Doubtful Accounts | J. Allowance for Doubtful Accounts The Company reserves for receivables that may not be collected. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered, as are customer relationships, in determining specific reserves. During the nine months ended September 30, 2016 and 2015, the Company did not record any accounts receivable and no associated allowance was recorded. |
Use of Estimates in Preparation of Financial Statements | K. Use of Estimates in Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP 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 will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. |
Earnings (Loss) Per Common Share | L. Earnings (loss) per common share The Company utilizes the guidance per FASB Codification ASC 260 Earnings per Share. Basic earnings (loss) per share are calculated by dividing income (loss) available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method). The computation of basic and diluted loss per share for the nine months ended September 30, 2016 and 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, 2016 September 30, 2015 Stock Warrants (Exercise price - $0.000175-0.0042/share) 2,307,692,571 1,488,822,973 Convertible Debt (Exercise price - $0.000105 - $0.00030share) 11,651,270,250 1,090,438,356 Preferred Series A (Exercise price 1 Preferred shares is convertible into 100 Common Stock 229,375,000 229,375,000 Preferred Series B (Exercise price 1 Preferred shares is convertible into 100 Common Stock 125,000,000 125,000,000 Preferred Series C (Exercise price 1 Preferred shares is convertible into 100 Common Stock 182,856,900 182,856,900 Preferred Series D (Exercise price 1 Preferred shares is convertible into 1000 Common Stock 100,000,000 100,000,000 Total 14,596,194,722 3,116,493,229 The Companys obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (the Convertible Instruments) at current market prices for its common stock exceeds the 12,559,421,780 authorized but unissued shares of Common Stock as of the date of this report (the Potentially Issuable Shares). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Companys common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for available for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments. Material Equity Instruments The Company evaluates stock options, stock warrants and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entitys Own Equity (ASC 815). Certain of the Companys embedded conversion features on debt, convertible preferred stock and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or warrants are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market. As of September 30, 2016, the Company has already recorded a charge for the derivative liability resulting from the debt and warrants of $4,300,710. Accordingly, the insufficient of authorized capital had no additional impact on the Companys financial statements. |
Fair Value of Financial Instruments | M. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016 and December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Convertible notes (net of discount) September 30, 2016 $ 1,105,571 $ - $ - $ 1,105,571 Convertible notes (net of discount) - September 30, 2016 related party $ 197,957 $ - $ $ 197,957 Convertible notes (net of discount) December 31, 2015 $ 566,624 $ - $ - $ 566,624 Intangible Assets September 30, 2016 $ 595,741 $ - $ 595,741 $ - The following table provides a summary of the changes in fair value of the Companys Convertible Promissory Notes, which are both Level 3 liabilities as of September 30, 2016: Balance at December 31, 2015 $ 566,624 Issuance of notes 716,984 Unamortized debt discount (716,984 ) Principal adjustment per note assignment and penalty 296,000 Accounts payable and short term demand notes payable reclassified into convertible notes 85,000 Amortized debt discount 478,882 Conversion of notes (320,935 ) Balance at September 30, 2016 $ 1,105,571 The following table provides a summary of the changes in fair value of the Companys Convertible Promissory Notes related parties, which are both Level 3 liabilities as of September 30, 2016: Balance at December 31, 2015 $ - Accounts payable and short term demand notes payable reclassified into convertible notes 197,957 Balance at September 30, 2016 $ 197,957 The Company determined the value of its convertible notes using a market interest rate and the value of the warrants and beneficial conversion feature issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the nine months ended September 30, 2016 and year ended December 31, 2015. |
Deferred Financing Costs | N. Deferred Financing Costs Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt. |
Reclassifications | O. Reclassifications Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. |
Income Taxes | P. Income Taxes The Company accounts for income taxes under the provisions of Financial Accounting Standards Boards (FASB) Accounting Standard Codification (ASC) 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has adopted the provisions of FASB ASC 740. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2016 and December 31, 2015, the Company had no material uncertain recognized tax positions. The Companys policy for recording interest and penalties is to record such items as a component of income before income taxes. Penalties are recorded in other expense and interest paid or received is recorded in interest expense or interest income, respectively, in the statement of operations. There were no amounts accrued for penalties or interest as of September 30, 2016 and December 31, 2015. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Recently Issued Accounting Pronouncements | Q. Recently Issued Accounting Pronouncements ASU. 2016-16 In October 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 will require the tax effects of intercompany transactions, other than sales of inventory, to be recognized currently, eliminating an exception under current GAAP in which the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. The guidance will be effective for the first interim period of our 2019 fiscal year, with early adoption permitted. ASU.2016-15 In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-15 on its Consolidated Financial Statements. ASU.2016-13 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Statements, which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 (fiscal year 2021 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-13 on its Consolidated Financial Statements. ASU.2016-08 In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its consolidated financial statements. ASU.2016-09 In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on our consolidated financial statements. ASU.2016-10 In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-10 on its consolidated financial statements. ASU.2016-02 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements. ASU 2016-01 In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. ASU 2015-17 In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Companys net deferred tax assets. ASU 2015-16 In September 2015, the FASB issued ASU 2015-16, simplifying the Accounting for Measurement Period Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. Adoption of this new standard is not expected to have a material impact on the Companys consolidated financial statements. ASU 2015-15 In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-15, Interest - Imputation of Interest (Subtopic 835-30). ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-14 In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606). The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09. ASU 2015-11 In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out (LIFO) method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-05 In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). ASU 2015-05 provides guidance regarding the accounting for a customers fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows. In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (NAV) per share practical expedient in the FASBs fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015 The Company does not expect the adoption of ASU 2015-07 to have a material effect on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Imputation of Interest Simplifying the Presentation of Debt Issuance Costs. This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have an impact on the Companys consolidated financial statements. In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective for fiscal years beginning after December 15, 2015 and interim periods within those years and early adoption is permitted. The new standard is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. ASU 2015-01 In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-17 In November 2014, the FASB issued ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting. This ASU provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 was effective on November 18, 2014. The adoption of ASU 2014-17 did not have any effect on our financial position, results of operations or cash flows. ASU 2014-16 In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815). ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of a share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not currently have issued, nor are we investors in, hybrid financial instruments. Accordingly, we do not expect the adoption of ASU 2014-16 to have any effect on our financial position, results of operations or cash flows. ASU 2014-15 In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of adopting this accounting standard update on its consolidated financial statements and disclosures. ASU 2014-12 In June 2014, the FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ASU 2014-09 In May 2014, the FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow. ASU 2014-08 In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 amends the definition for what types of asset disposals are to be considered discontinued operations, as well as amending the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. The adoption of ASU 2014-08 did not have any effect on our financial position, results of operations or cash flows. The Company has evaluated recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and we have not identified any that would have a material impact on the Companys financial position, or statements. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed Estimated Fair Values | The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Fixed Assets $ 1,779 Intangible assets- Domain 1,300 Employee contracts 52,200 Intangible assets-Customer relationships 845,172 Goodwill 1,099,549 Liabilities Accounts Payable - Accrued Expenses - $ 2,000,000 |
Schedule of Purchase Price Allocated to Acquisition Transaction | The purchase price allocated to the acquisition of the Apollo Transaction is made up as follows: Amount Cash payment made on agreement execution $ 80,000 Cash payment to be made on Apollo Audit completion 20,000 Cash payment to be made on Closing date 1,900,000 Total $ 2,000,000 |
Summary of Unaudited Supplemental Pro Forma Financial Information of Future Results of Operations After Acquisition | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Gross gaming revenue $ 7,480 $ 163,784 $ 180,836 $ 264,741 Promotional allowances 24,300 141,344 267,066 409,575 Net gaming Income (loss) (16,820 ) 22,440 (86,230 ) (144,834 ) Operating Expenses Selling, general and administrative expenses 541,737 190,363 1,452,166 715,148 Depreciation and amortization expense 67,461 560 185,401 1,660 Total Operating Expenses 609,198 190,923 1,637,567 716,808 Operating Loss (626,018 ) (168,483 ) (1,723,797 ) (861,642 ) Other Income / (Expense) Change in fair value of embedded derivative liability (438,158 ) (549,568 ) 827,309 (380,159 ) Loss on debt modification - - (134,614 ) (371,824 ) Loss on debt modification -related party (444,339 ) - (444,339 ) - Interest expense (including amortization of loan costs, debt discount and penalty) (1,347,693 ) (61,685 ) (2,174,417 ) (346,962 ) Realized foreign exchange loss - (1,858 ) - (2,401 ) Total Other Income / (Expense) (2,230,190 ) (613,111 ) (1,926,061 ) (1,101,346 ) Net Income (Loss) $ (2,856,208 ) $ (781,594 ) $ (3,649,858 ) $ (1,962,988 ) Income /(Loss) Attributable to Non-controlling Interest $ (1,953 ) $ (31,744 ) $ (21,655 ) $ (85,952 ) Net Income (Loss) Attributable to Common Shareholders $ (2,854,255 ) $ (749,850 ) $ (3,628,203 ) $ (1,877,036 ) Net Income /(Loss) Per Share - Basic $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Net Income /(Loss) Per Share - Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding during the period ended Basic 1,628,112,178 673,842,729 1,148,066,775 547,032,100 Weighted average number of shares outstanding during the period ended Diluted 1,628,112,178 673,842,729 1,148,066,775 547,032,100 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Intangible Assets | Useful Life September 30, 2016 December 31, 2015 Goodwill Indefinite 996,894 - Customer Lists and Intangible Assets 3 Years 767,445 - Accumulated amortization (171,703 ) - Net carrying value $ 1,592,636 $ - |
Summary of Changes in Fair Value Convertible Notes Payable | The computation of basic and diluted loss per share for the nine months ended September 30, 2016 and 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, 2016 September 30, 2015 Stock Warrants (Exercise price - $0.000175-0.0042/share) 2,307,692,571 1,488,822,973 Convertible Debt (Exercise price - $0.000105 - $0.00030share) 11,651,270,250 1,090,438,356 Preferred Series A (Exercise price 1 Preferred shares is convertible into 100 Common Stock 229,375,000 229,375,000 Preferred Series B (Exercise price 1 Preferred shares is convertible into 100 Common Stock 125,000,000 125,000,000 Preferred Series C (Exercise price 1 Preferred shares is convertible into 100 Common Stock 182,856,900 182,856,900 Preferred Series D (Exercise price 1 Preferred shares is convertible into 1000 Common Stock 100,000,000 100,000,000 Total 14,596,194,722 3,116,493,229 |
Derivative Liability [Member] | |
Schedule of Fair Value Measurements Derivative Liability | Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Debt derivative liability September 30, 2016 $ 3,424,839 $ $ $ 3,424,839 Debt derivative liability December 31, 2015 $ 2,310,067 $ $ $ 2,310,067 |
Schedule of Derivative Liability Activity | The following table represents the Companys derivative liability activity for the nine months ended September 30, 2016: Balance December 31, 2015 $ 2,310,067 Initial measurement at issuance date of the notes 1,400,119 Loss on debt modification 134,614 Loss on debt modification- related party 444,339 Reclassification of derivative liability associated with convertible debt (777,878 ) Change in derivative liability during the nine months ended September 30, 2016 (86,422 ) Balance September 30, 2016 $ 3,424,839 |
Warrant Derivative Liability [Member] | |
Schedule of Fair Value Measurements Derivative Liability | Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Warrant derivative liability September 30, 2016 $ 875,871 $ $ $ 875,871 Warrant derivative liability December 31, 2015 $ 1,616,758 $ $ $ 1,616,758 |
Schedule of Derivative Liability Activity | The following table represents the Companys warrant derivative liability activity for the nine months ended September 30, 2016 Balance December 31, 2015 $ 1,616,758 Change in derivative liability during the nine months ended September 30, 2016 (740,887 ) Balance September 30, 2016 $ 875,871 |
Convertible Notes [Member] | |
Schedule of Fair Value Measurements Derivative Liability | Carrying Fair Value Measurements Using Fair Value Hierarchy Value Level 1 Level 2 Level 3 Convertible notes (net of discount) September 30, 2016 $ 1,105,571 $ - $ - $ 1,105,571 Convertible notes (net of discount) - September 30, 2016 related party $ 197,957 $ - $ $ 197,957 Convertible notes (net of discount) December 31, 2015 $ 566,624 $ - $ - $ 566,624 Intangible Assets September 30, 2016 $ 595,741 $ - $ 595,741 $ - |
Schedule of Derivative Liability Activity | The following table provides a summary of the changes in fair value of the Companys Convertible Promissory Notes related parties, which are both Level 3 liabilities as of September 30, 2016: Balance at December 31, 2015 $ - Accounts payable and short term demand notes payable reclassified into convertible notes 197,957 Balance at September 30, 2016 $ 197,957 |
Summary of Changes in Fair Value Convertible Notes Payable | The following table provides a summary of the changes in fair value of the Companys Convertible Promissory Notes, which are both Level 3 liabilities as of September 30, 2016: Balance at December 31, 2015 $ 566,624 Issuance of notes 716,984 Unamortized debt discount (716,984 ) Principal adjustment per note assignment and penalty 296,000 Accounts payable and short term demand notes payable reclassified into convertible notes 85,000 Amortized debt discount 478,882 Conversion of notes (320,935 ) Balance at September 30, 2016 $ 1,105,571 |
Prepaid Expenses and Other Cu27
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Prepaid consulting services $ 103,261 $ - Deposits 1,000 1,000 Total $ 104,261 $ 1,000 |
Equipment and Intangible, Net (
Equipment and Intangible, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment Net | Equipment consists of the following: Estimated Useful Life September 30, 2016 December 31, 2015 (Unaudited) Computer equipment 5 years $ 2,088 $ 2,588 Fixtures and fitting (acquired- see note 2) 1,666 - Accumulated depreciation (1,736 ) (1,893 ) Equipment, net $ 2,018 $ 696 |
Schedule of Intangible assets, net | Intangible consists of the following: Useful Life September 30, 2016 December 31, 2015 Goodwill (acquired- see note 2) Indefinite 996,894 - Customer Lists (acquired- see note 2) 3 Years 767,445 - Accumulated amortization (171,703 ) - Net carrying value $ 1,592,636 $ - |
Deferred Loan Costs, Net (Table
Deferred Loan Costs, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Loan Costs | Deferred loan costs, net consists of the following: September 30, 2016 December 31, 2015 (Unaudited) Deferred loan costs $ - $ 14,282 Accumulated amortization - (14,282 ) Deferred loan costs, net $ - $ - |
Accounts Payable and Accrued 30
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Accounts payable $ 1,372,728 $ 1,325,813 Accrued expenses and other current liabilities 1,480,733 375,661 Total $ 2,853,461 $ 1,701,474 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Notes payable - John Koehler $ 30,000 $ 30,000 Note payable Chris Gingold 30,000 - Summit 71,802 - Apollo Betting 1,740,746 - Total $ 1,872,548 $ 30,000 |
Loans payable - Related parti32
Loans payable - Related parties & Non Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable to Related Parties | Loans payable to related parties consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Loan payable - GE Park, LLC (A) $ - $ 85,000 Loans payable Other related parties - 4,615 Loans payable - Brookstein (B) 933 15,702 Loans payable - RDRD II Holding, LLC (C), net of $17,534 debt discount 1,107,060 890,177 Total $ 1,107,993 $ 995,494 |
Schedule of Due to Related Parties | Due to related parties consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Due to related party - GE Park, LLC (D) $ 370,195 $ 426,737 Due to related party Brookstein B. (D) - 28,188 Due to related party Kessler (D) 28,086 19,873 Total $ 398,281 $ 474,798 |
Schedule of Due to Non-Related Parties | Due to non-related parties consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Summit Trading LTD (D) $ 127,576 $ 199,025 Total $ 127,576 $ 199,025 |
Convertible Promissory Notes,33
Convertible Promissory Notes, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Components of Convertible Promissory Notes, Net | Convertible promissory notes consist of the following: September 30, 2016 December 31, 2015 (Unaudited) Iliad Note (1): Secured convertible promissory note - Iliad $ 380,000 $ 380,000 Total 380,000 380,000 Less: OID of $20,000, net of amortization of $20,000 and $20,000 as of June 30, 2016 December 31, 2015, respectively - - Conversions into 99,520,802 shares of common stock (100,062 ) (100,062 ) Principal adjustment per note assignment 40,119 40,119 Assignment to Apollo Capital Corporation (320,057 ) (320,057 ) Loan discount of $202,500, net of amortization of $202,500 and $202,500 as of September 30, 2016 and December 31, 2015, respectively - - Secured convertible promissory note - Iliad $ - $ - Redwood Note (2): Secured convertible promissory note - Redwood $ 75,000 $ 75,000 Total 75,000 75,000 Less: Conversion into 44,988,900 shares of common stock (43,738 ) (43,738 ) Assignment to Apollo Capital Corporation (31,262 ) (31,262 ) - - Total - - Loan discount of $75,000, net of amortization of $75,000 and $75,000 as of September 30, 2016 and December 31, 2015, respectively - - Secured convertible promissory note Redwood (note in default) $ - $ - LG Capital Funding, LLC (3): 10% convertible redeemable note - LG Capital $ 40,000 $ 40,000 Principal adjustment per note penalty clause 97,000 - Total 137,000 40,000 Loan discount of $40,000, net of amortization of $40,000 and $40,000 as of September 30, 2016 and December 31, 2015, respectively - - 10% convertible redeemable note - LG Capital $ 137,000 $ 40,000 8% convertible redeemable note - LG Capital $ 36,750 $ 36,750 Total 36,750 36,750 Loan discount of $36,750, net of amortization of $36,750 and $36,750 as of September 30, 2016 and December 31, 2015, respectively - - Conversion into 51,082,166 shares of stock (36,750 ) (36,750 ) 8% convertible redeemable note - LG Capital $ - $ - WHC Capital, LLC (4): 10% convertible redeemable note - WHC Capital $ 32,000 $ 32,000 - - Total 32,000 32,000 Loan discount of $32,000, net of amortization of $32,000 and $32,000 as of September 30, 2016 and December 31, 2015, respectively - - Conversion into 37,034,976 shares of stock (32,000 ) (32,000 ) 10% convertible redeemable note - WHC Capital $ - $ - Summit Trading Ltd, (5): 10% convertible redeemable note - Summit $ 62,589 $ 62,589 Total 62,589 62,589 Loan discount of $56,804, net of amortization of $56,804 and $56,804 as of September 30, 2016 and December 31, 2015, respectively - - Conversion of demand note into a convertible note 36,530 36,530 Conversion of accounts payable into a convertible note 35,814 35,814 Transfer to Apollo Capital Corp (62,559 ) (62,589 ) Conversion into 45,260,256 shares of common stock as of December 31, 2015 (8,500 ) (8,500 ) 10% convertible redeemable note - Summit $ 63,844 $ 63,844 Apollo Capital Corporation (6): Notes purchased from GE Park, LLC $ 291,190 $ 256,190 Notes purchased from Summit 62,589 62,589 Notes purchased from Redwood 31,262 31,262 Notes purchased from Iliad 320,057 320,057 12% convertible redeemable note - Apollo 35,500 - 12% convertible redeemable note - Apollo 55,000 - 12% convertible redeemable note - Apollo 16,500 8,500 Principal adjustment per note penalty clause 199,000 - Assignment to Old Main Capital LLC (88,235 ) Loan discount of S107,000 net of amortization of $105,085 and $1,915 as of September 30, 2016 and December 31, 2015, respectively - (6,585 ) Conversion into 1,052,670,044 and 321,234,184 shares of common stock, respectively, as of September 30, 2016 and December 31, 2015 (410,515 ) (209,233 ) 12% convertible redeemable note - Apollo Capital Corp $ 512,348 $ 462,780 GE Park, LLC (7) Conversion of demand note into a convertible note $ 54,000 $ - Conversion into 77,142,856 and 0 shares of common stock, respectively, as of September 30, 2016 and December 31, 2015 (54,000 ) - 4% convertible redeemable note - GE Park, LLC $ - $ - Apollo Management Group (8) 12% convertible redeemable note - Apollo 220,000 - 12% convertible redeemable note Apollo 110,000 - 12% convertible redeemable note Apollo 205,150 Loan discount of $535,150 net of amortization of $300,904 and $0 as of September 30, 2016 and December 31, 2015, respectively (234,246 ) - 12% convertible redeemable note - Apollo Management Group $ 300,904 $ - Old Main Capital LLC (9) Notes purchased from Apollo Capital Corporation $ 88,236 $ - 12% convertible redeemable note OMC 83,334 - Loan discount of $83,334 net of amortization of $23,239 and $0 as of September 30, 2016 and December 31, 2015, respectively (60,095 ) - Conversion into 178,571,429 and -0- shares of common stock, respectively, as of September 30, 2016 and December 31, 2015 (20,000 ) - 12% convertible redeemable note - Old Main Capital LLC $ 91,475 $ - Convertible promissory notes, net $ 1,105,571 $ 566,624 |
Components of Convertible Promissory Notes, Related Party | Convertible promissory notes related party consists of the following: September 30, 2016 December 31, 2015 (Unaudited) Brookstein Note (10): Conversion of accrued compensation into a convertible note $ 155,000 $ - Conversion of loan payable into a convertible note 14,768 - Conversion of due to balance into a convertible note $ 28,189 $ - Secured convertible promissory note related party $ 197,957 $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Derivative Liability [Member] | |
Schedule of Derivative Liability Activity | The following table represents the Companys debt derivative liability activity for the nine months ended September 30, 2016: Balance December 31, 2015 $ 2,310,067 Initial measurement at issuance date of the notes 1,400,119 Loss on debt modification 134,614 Loss on debt modification- related party 444,339 Reclassification of derivative liability associated with convertible debt (777,878 ) Change in derivative liability during the nine months ended September 30, 2016 (86,422 ) Balance September 30, 2016 $ 3,424,839 |
Warrant Derivative Liability [Member] | |
Schedule of Derivative Liability Activity | The following table represents the Companys warrant derivative liability activity for the nine months ended September 30, 2016 Balance December 31, 2015 $ 1,616,758 Change in derivative liability during the nine months ended September 30, 2016 (740,887 ) Balance September 30, 2016 $ 875,871 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Warrants And Options | |
Schedule of Warrants Activity | The following is a summary of warrant activity during the period from December 31, 2015 to September 30, 2016: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2015 2,132,426 $ 0.012 2.9 Granted - - Exercised - - Cancelled Forfeited - - Balance, September 30, 2016 2,132,426 $ 0.012 2.17 |
Schedule of Information Regarding Warrants Outstanding | For the nine months ended September 30, 2016, the following warrants were outstanding: Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.012 2,132,426 2,132,426 2.17 $ - For the year ended December 31, 2015, the following warrants were outstanding: Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.012 2,132,426 2,132,426 2.9 $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | Jul. 14, 2016USD ($) | Jul. 14, 2016EUR (€) | Jul. 14, 2016GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016GBP (£) | Aug. 16, 2013 |
Platform fee | $ 271,703 | $ 62,701 | |||||
Maintenance fee | $ 30,514 | ||||||
Installments of periodic payment | 17,417 | ||||||
Direct operating costs | $ 271,703 | ||||||
GBP [Member] | |||||||
Platform fee | £ | £ 195,000 | £ 45,000 | |||||
Maintenance fee | £ | £ 21,900 | ||||||
Installments of periodic payment | £ | £ 12,500 | ||||||
Seaniemac Limited [Member] | |||||||
Acquisition of equity ownership interest | 70.00% | ||||||
Sports Betting and Gaming Services Malta, LTD [Member] | |||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 3.00% | 3.00% | 3.00% | |
Sports Betting and Gaming Services Malta, LTD [Member] | EUR [Member] | |||||||
Commission payable | € | € 6,000 | ||||||
Sports Betting and Gaming Services Malta, LTD [Member] | EUR [Member] | Minimum [Member] | |||||||
Commission payable | € | € 1,800 | € 1,800 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | Feb. 10, 2016 | Oct. 30, 2012 | Jun. 07, 2012 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Aug. 16, 2013 | Dec. 11, 2011 |
Payments to acquire businesses | $ 2,000,000 | |||||||
Shareholder advance | 80,000 | |||||||
Amortization expense | $ 184,575 | $ 117,422 | ||||||
Common stock acquisition percentage | 70.00% | 70.00% | ||||||
Shares authorized by seaniemac's charter | 4,000,000,000 | 4,000,000,000 | 4,000,000,000 | |||||
Shares issued by seaniemac | 1,963,227,058 | 1,963,227,058 | 673,842,729 | |||||
Seaniemac Limited [Member] | ||||||||
Acquisition of equity ownership interest | 70.00% | |||||||
Shares authorized by seaniemac's charter | 100,000 | |||||||
Shares issued by seaniemac | 100 | |||||||
Common stock acquired | 70 | |||||||
RDRD II Holding LLC [Member] | ||||||||
Acquisition of equity ownership interest | 70.00% | |||||||
Common stock acquisition percentage | 71.00% | 71.00% | ||||||
Common stock issued for debt, shares | 10,000,000 | |||||||
Common stock issued for debt | $ 500,000 | |||||||
Number of post splits shares issued during period | 10,000,000 | |||||||
Number of shares exchage for cancellation | $ 500,000 | |||||||
Intangible Assets-Customer Relationships [Member] | ||||||||
Estimated useful lives | 3 years | |||||||
Employment Contracts [Member] | ||||||||
Estimated useful lives | 3 years | |||||||
Tranche One [Member] | ||||||||
Payments to acquire businesses | 80,000 | |||||||
Tranche Two [Member] | ||||||||
Payments to acquire businesses | 10,000 | |||||||
Tranche Three [Member] | ||||||||
Payments to acquire businesses | 10,000 | |||||||
Tranche Four [Member] | ||||||||
Payments to acquire businesses | $ 1,900,000 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed Estimated Fair Values (Details) | Sep. 30, 2016USD ($) |
Accounts Payable | |
Accrued Expenses | |
Estimated fair value of Liabilities | 2,000,000 |
Fixed Assets [Member] | |
Estimated fair value of Assets | 1,779 |
Intangible Assets Domain [Member] | |
Estimated fair value of Assets | 1,300 |
Employment Contracts [Member] | |
Estimated fair value of Assets | 52,200 |
Intangible Assets-Customer Relationships [Member] | |
Estimated fair value of Assets | 845,172 |
Goodwill [Member] | |
Estimated fair value of Assets | $ 1,099,549 |
Acquisition - Schedule of Purch
Acquisition - Schedule of Purchase Price Allocated to Acquisition Transaction (Details) - USD ($) | Feb. 10, 2016 | Sep. 30, 2016 |
Cash payment on Apollo Transaction | $ 2,000,000 | |
Apollo Transaction [Member] | ||
Cash payment on Apollo Transaction | $ 2,000,000 | |
Apollo Transaction [Member] | Agreement Execution [Member] | ||
Cash payment on Apollo Transaction | 80,000 | |
Apollo Transaction [Member] | Apollo Audit completion [Member] | ||
Cash payment on Apollo Transaction | 20,000 | |
Apollo Transaction [Member] | Closing Date [Member] | ||
Cash payment on Apollo Transaction | $ 1,900,000 |
Acquisition - Summary of Unaudi
Acquisition - Summary of Unaudited Supplemental Pro Forma Financial Information of Future Results of Operations after Acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | ||||
Gross gaming revenue | $ 7,480 | $ 163,784 | $ 180,836 | $ 264,741 |
Promotional allowances | 24,300 | 141,344 | 267,066 | 409,575 |
Net gaming Income (loss) | (16,820) | 22,440 | (86,230) | (144,834) |
Selling, general and administrative expenses | 541,737 | 190,363 | 1,452,166 | 715,148 |
Depreciation and amortization expense | 67,461 | 560 | 185,401 | 1,660 |
Total Operating Expenses | 609,198 | 190,923 | 1,637,567 | 716,808 |
Operating Loss | (626,018) | (168,483) | (1,723,797) | (861,642) |
Change in fair value of embedded derivative liability | (438,158) | (549,568) | 827,309 | (380,159) |
Loss on debt modification | (134,614) | (371,824) | ||
Loss on debt modification -related party | (444,339) | (444,339) | ||
Interest expense (including amortization of loan costs, debt discount and penalty) | (1,347,693) | (61,685) | (2,174,417) | (346,962) |
Realized foreign exchange loss | (1,858) | (2,401) | ||
Total Other Income / (Expense) | (2,230,190) | (613,111) | (1,926,061) | (1,101,346) |
Net Income (Loss) | (2,856,208) | (781,594) | (3,649,858) | (1,962,988) |
Income /(Loss) Attributable to Non-controlling Interest | (1,953) | (31,744) | (21,655) | (85,952) |
Net Income (Loss) Attributable to Common Shareholders | $ (2,854,255) | $ (749,850) | $ (3,628,203) | $ (1,877,036) |
Net Income /(Loss) Per Share - Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net Income /(Loss) Per Share - Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding during the period ended Basic | 1,628,112,178 | 673,842,729 | 1,148,066,775 | 547,032,100 |
Weighted average number of shares outstanding during the period ended Diluted | 1,628,112,178 | 673,842,729 | 1,148,066,775 | 547,032,100 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficiency | $ 11,850,708 | |
Accumulated deficit | $ 12,307,348 | $ 8,738,551 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Percentage of equity interest in subsidiary | 70.00% | 70.00% | |||
Equipment, estimated useful lives | 5 years | ||||
Revenues | $ 7,480 | $ 10,621 | $ 153,444 | $ 163,650 | |
Promotional allowances and direct costs | 24,300 | $ 11,438 | $ 213,168 | $ 120,159 | |
Potentially issuable shares | 12,559,421,780 | ||||
Derivative liability | 3,424,839 | $ 3,424,839 | $ 2,310,067 | ||
Uncertain recognized tax positions | |||||
Warrants [Member] | |||||
Derivative liability | 4,300,710 | 4,300,710 | |||
Debt [Member] | |||||
Derivative liability | $ 4,300,710 | $ 4,300,710 | |||
Customer One [Member] | Revenues [Member] | |||||
Percentage of concentration risk | 29.00% | 15.00% | |||
Customer Two [Member] | Revenues [Member] | |||||
Percentage of concentration risk | 10.00% | 11.00% | |||
Vendor One [Member] | Revenues [Member] | |||||
Percentage of concentration risk | 77.00% | 44.00% | 14.00% | ||
Vendor Two [Member] | Revenues [Member] | |||||
Percentage of concentration risk | 22.00% | 31.00% | 29.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accumulated amortization | $ (171,703) | |
Net carrying value | 1,592,636 | |
Goodwill [Member] | ||
Carrying value of assts, Gross | $ 996,894 | |
Useful Life Description | Indefinite | |
Customer Lists And Intangible Assets [Member] | ||
Carrying value of assts, Gross | $ 767,445 | |
Useful Life | 3 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements Derivative Liability (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 3,424,839 | $ 2,310,067 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 3,424,839 | $ 2,310,067 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Derivative Liability Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Balance, beginning | $ 2,310,067 | |||
Initial measurement at issuance date of the notes | 1,400,119 | |||
Loss on debt modification | 134,614 | |||
Loss on debt modification- related party | $ 444,339 | 444,339 | ||
Reclassification of derivative liability associated with convertible debt | (777,878) | |||
Change in derivative liability during the nine months ended September 30, 2016 | (86,422) | |||
Balance, ending | $ 3,424,839 | $ 3,424,839 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements Warrant Derivative Liability (Details) - Warrant Liability [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Warrant liability | $ 875,871 | $ 1,616,758 |
Level 1 [Member] | ||
Warrant liability | ||
Level 2 [Member] | ||
Warrant liability | ||
Level 3 [Member] | ||
Warrant liability | $ 875,871 | $ 1,616,758 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Schedule of Warrant Liability Activity (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Change in derivative liability during the nine months ended September 30, 2016 | $ (86,422) |
Warrant Liability [Member] | |
Balance, beginning | 1,616,758 |
Change in derivative liability during the nine months ended September 30, 2016 | (740,887) |
Balance, ending | $ 875,871 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Schedule of Anti-diluitive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive securities excluded from computation of earnings per share, amount | 14,596,194,722 | 3,116,493,229 |
Stock Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,307,692,571 | 1,488,822,973 |
Convertible Debt [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 11,651,270,250 | 1,090,438,356 |
Preferred Series - A [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 229,375,000 | 229,375,000 |
Preferred Series - B [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 125,000,000 | 125,000,000 |
Preferred Series - C [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 182,856,900 | 182,856,900 |
Preferred Series - D [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 100,000,000 | 100,000,000 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Schedule of Anti-diluitive Securities (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2016$ / shares | |
Stock Warrants [Member] | Minimum [Member] | |
Stock Warrants, Exercise price | $ 0.000175 |
Stock Warrants [Member] | Maximum [Member] | |
Stock Warrants, Exercise price | 0.0042 |
Convertible Debt [Member] | Minimum [Member] | |
Convertible Debt, Exercise price | 0.000105 |
Convertible Debt [Member] | Maximum [Member] | |
Convertible Debt, Exercise price | $ 0.00030 |
Preferred Series - A [Member] | |
Preferred stock exercise price, description | Exercise price 1 Preferred s/h is convertible into 100 Common S/h |
Preferred Series - B [Member] | |
Preferred stock exercise price, description | Exercise price 1 Preferred s/h is convertible into 100 Common S/h |
Preferred Series - C [Member] | |
Preferred stock exercise price, description | Exercise price 1 Preferred s/h is convertible into 100 Common S/h |
Preferred Series - D [Member] | |
Preferred stock exercise price, description | Exercise price 1 Preferred s/h is convertible into 1000 Common S/h |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements Convertible Notes (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Convertible notes (net of discount) - related party | $ 197,957 | $ 0 |
Convertible Debt [Member] | ||
Convertible notes (net of discount) | 1,105,571 | 566,624 |
Convertible notes (net of discount) - related party | 197,957 | |
Intangible Assets | 595,741 | |
Convertible Debt [Member] | Level 1 [Member] | ||
Convertible notes (net of discount) | ||
Convertible notes (net of discount) - related party | ||
Intangible Assets | ||
Convertible Debt [Member] | Level 2 [Member] | ||
Convertible notes (net of discount) | ||
Convertible notes (net of discount) - related party | ||
Intangible Assets | 595,741 | |
Convertible Debt [Member] | Level 3 [Member] | ||
Convertible notes (net of discount) | 1,105,571 | $ 566,624 |
Convertible notes (net of discount) - related party | 197,957 | |
Intangible Assets |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Promissroy Notes (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Amortized debt discount | $ 248,405 | |
Convertible Notes [Member] | ||
Balance, beginning | $ 566,624 | |
Issuance of notes | 716,984 | |
Unamortized debt discount | (716,984) | |
Principal adjustment - per note assignment and penalty | 296,000 | |
Accounts payable and short term demand notes payable reclassified into convertible notes | 85,000 | |
Amortized debt discount | 478,882 | |
Conversion of notes | (320,935) | |
Balance, ending | 1,105,571 | |
Convertible Notes Related Parties [Member] | ||
Balance, beginning | ||
Issuance of notes | ||
Unamortized debt discount | ||
Principal adjustment - per note assignment and penalty | ||
Accounts payable and short term demand notes payable reclassified into convertible notes | 197,957 | |
Amortized debt discount | ||
Conversion of notes | ||
Balance, ending | $ 197,957 |
Prepaid Expenses and Other Cu52
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($) | Jul. 29, 2016 | Jan. 10, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 21, 2016 | Jul. 21, 2016 | Apr. 27, 2016 | Feb. 10, 2016 |
Common stock issued for consulting service per shares | $ 0.0005 | $ 0.0009 | ||||||
Amortization | $ 3,482 | |||||||
Vanderbilt, LLC [Member] | ||||||||
Common stock issued for consulting service, shares | 60,000,000 | |||||||
Common stock issued for consulting service | $ 54,000 | |||||||
Common stock issued for consulting service per shares | $ 0.0009 | |||||||
Prepaid expenses | $ 15,090 | |||||||
Prepaid expenses and amortized over term | 1 year | |||||||
Amortization | 38,910 | $ 0 | ||||||
Apollo Betting and Gaming Ltd [Member] | ||||||||
Prepaid consulting services | $ 47,327 | |||||||
One Year Rent Agreement [Member] | IB Halton [Member] | ||||||||
Prepaid expenses | $ 11,795 | |||||||
Prepaid rent | $ 20,888 | |||||||
IB Halton [Member] | ||||||||
Amortization | 3,482 | 0 | ||||||
Corporate Adds, LLC [Member] | ||||||||
Common stock issued for consulting service, shares | 25,000,000 | |||||||
Common stock issued for consulting service | $ 20,000 | |||||||
Payments for common stock | $ 37,500 | |||||||
Common stock issued for consulting service per shares | $ 0.0008 | |||||||
Prepaid expenses | $ 29,048 | |||||||
Prepaid expenses and amortized over term | 1 year | |||||||
Amortization | $ 3,452 | $ 0 |
Prepaid Expenses and Other Cu53
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting services | $ 103,261 | |
Deposits | 1,000 | 1,000 |
Total | $ 104,261 | $ 1,000 |
Equipment and Intangible, Net54
Equipment and Intangible, Net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 67,460 | $ 152 | $ 184,882 | $ 576 |
Equipment and Intangible, Net -
Equipment and Intangible, Net - Schedule of Equipment Net (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Computer equipment, Estimated Useful Life | 5 years | |
Computer equipment | $ 2,088 | $ 2,588 |
Fixtures and fitting (acquired- see note 2) | 1,666 | |
Accumulated depreciation | (1,736) | (1,893) |
Equipment, net | $ 2,018 | $ 696 |
Computer Equipment [Member] | ||
Computer equipment, Estimated Useful Life | 5 years |
Equipment and Intangible, Net56
Equipment and Intangible, Net - Schedule of Intangible assets, net (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accumulated amortization | $ (171,703) | |
Net carrying value | 1,592,636 | |
Goodwill [Member] | ||
Carrying value of assts, Gross | $ 996,894 | |
Useful Life Description | Indefinite | |
Customer Lists [Member] | ||
Carrying value of assts, Gross | $ 767,445 | |
Useful Life | 3 years |
Deferred Loan Costs, Net (Detai
Deferred Loan Costs, Net (Details Narrative) - USD ($) | Aug. 15, 2014 | Jul. 14, 2014 | Apr. 04, 2014 | Apr. 02, 2014 | Dec. 02, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Deferred loan costs | ||||||||||
Amortization of deferred loan costs | $ 13,368 | |||||||||
Iliad Research and Trading, L.P [Member] | ||||||||||
Deferred loan costs | $ 21,000 | |||||||||
Deferred loan costs amortization over term | 23 months | |||||||||
Amortization of deferred loan costs | 0 | $ 2,739 | 0 | 8,217 | ||||||
LG Capital Funding, LLC [Member] | ||||||||||
Deferred loan costs | $ 5,800 | |||||||||
Deferred loan costs amortization over term | 1 year | |||||||||
Amortization of deferred loan costs | 0 | 1,450 | ||||||||
Percentage on issuance on convertible note | 10.00% | |||||||||
WHC Capital [Member] | ||||||||||
Deferred loan costs | $ 5,000 | |||||||||
Deferred loan costs amortization over term | 1 year | |||||||||
Amortization of deferred loan costs | 0 | 0 | 1,308 | 1,308 | ||||||
Percentage on issuance on convertible note | 12.00% | |||||||||
LG Capital [Member] | ||||||||||
Deferred loan costs | $ 1,750 | |||||||||
Deferred loan costs amortization over term | 1 year | |||||||||
Amortization of deferred loan costs | 0 | 0 | 365 | 365 | ||||||
Percentage on issuance on convertible note | 8.00% | |||||||||
Summit Trading Ltd [Member] | ||||||||||
Deferred loan costs | $ 3,675 | |||||||||
Deferred loan costs amortization over term | 1 year | |||||||||
Amortization of deferred loan costs | $ 0 | $ 0 | $ 357 | $ 2,247 | ||||||
Percentage on issuance on convertible note | 10.00% |
Deferred Loan Costs, Net - Sche
Deferred Loan Costs, Net - Schedule of Deferred Loan Costs (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred loan costs | $ 14,282 | |
Accumulated amortization | (14,282) | |
Deferred loan costs, net |
Accounts Payable and Accrued 59
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Accrued expenses include related party accrued interest | $ 70,365 | $ 42,697 | |||
Accrued expenses include accrued late fees | 360,000 | $ 0 | |||
Seaniemac's Non-controlling Shareholders [Member] | |||||
Consulting fees expenses | $ 54,724 | $ 57,338 | $ 153,268 | $ 162,240 |
Accounts Payable and Accrued 60
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,372,728 | $ 1,325,813 |
Accrued expenses and other current liabilities | 1,480,733 | 375,661 |
Total | $ 2,853,461 | $ 1,701,474 |
Accrued Officer's Compensation
Accrued Officer's Compensation (Details Narrative) - USD ($) | Jul. 02, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Accrued compensation | $ 5,000 | |||||
Officers compensation unpaid balance value | $ 0 | $ 0 | $ 120,000 | |||
Debt instrument interest rate | 12.00% | 12.00% | ||||
Original principal amount | $ 155,000 | $ 155,000 | ||||
Unpaid salary | 0 | 0 | ||||
Barry M. Brookstein [Member] | ||||||
Accrued compensation | $ 35,000 | $ 35,000 | $ 15,000 | $ 15,000 | ||
Bonus [Member] | ||||||
Accrued compensation | $ 5,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 21, 2016 | Feb. 10, 2016 | Feb. 27, 2015 | Oct. 01, 2003 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 21, 2016 | Jun. 01, 2016 | Dec. 31, 2015 | Mar. 19, 2015 | Jan. 05, 2015 | Jan. 02, 2015 | Nov. 06, 2014 | Sep. 15, 2014 | May 29, 2014 |
Promissory note issued | $ 155,000 | ||||||||||||||
Balance debt owed being paid in monthly installments | 17,417 | ||||||||||||||
Due to related parties current | $ 398,281 | $ 474,798 | |||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||
Interest expense | $ 9,881 | $ 0 | |||||||||||||
Convertible notes | $ 36,530 | ||||||||||||||
Percentage of convertible debt lowest trading price | 60.00% | ||||||||||||||
Payments to acquire businesses | $ 2,000,000 | ||||||||||||||
Number of common stock issued for shares | 10,000,000 | ||||||||||||||
Nuber of common stock issued for value | $ 9,000 | ||||||||||||||
Common stock issued for consulting service per shares | $ 0.0009 | $ 0.0005 | |||||||||||||
More Than 30 Days [Member] | |||||||||||||||
Number of common stock issued for shares | 10,000,000 | ||||||||||||||
Nuber of common stock issued for value | $ 5,000 | ||||||||||||||
More Than 45 Days [Member] | |||||||||||||||
Number of common stock issued for shares | 20,000,000 | ||||||||||||||
More Than 60 Days [Member] | |||||||||||||||
Number of common stock issued for shares | 10,000,000 | ||||||||||||||
Apollo Betting [Member] | |||||||||||||||
Interest expense | $ 62,157 | ||||||||||||||
Payments to acquire businesses | $ 1,740,746 | ||||||||||||||
Tranche One [Member] | |||||||||||||||
Payments to acquire businesses | 80,000 | ||||||||||||||
Tranche Two [Member] | |||||||||||||||
Payments to acquire businesses | 10,000 | ||||||||||||||
Tranche Three [Member] | |||||||||||||||
Payments to acquire businesses | 10,000 | ||||||||||||||
Tranche Four [Member] | |||||||||||||||
Payments to acquire businesses | $ 1,900,000 | ||||||||||||||
Summit Trading Ltd [Member] | |||||||||||||||
Promissory note issued | $ 59,835 | $ 21,970 | $ 13,844 | $ 10,000 | $ 18,030 | $ 8,500 | |||||||||
Debt instrument interest rate | 4.00% | 45.00% | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||
Percentage of convertible debt lowest trading price | 60.00% | ||||||||||||||
Demand Note [Member] | Summit Trading Ltd [Member] | |||||||||||||||
Principal amount of debt outstanding | $ 71,802 | ||||||||||||||
Debt instrument interest rate | 4.00% | ||||||||||||||
Interest expense | $ 951 | 0 | |||||||||||||
Summit Trading Ltd [Member] | |||||||||||||||
Interest expense | 6,630 | $ 3,030 | |||||||||||||
Summit Trading Ltd [Member] | First Note [Member] | |||||||||||||||
Promissory note issued | $ 8,500 | ||||||||||||||
Summit Trading Ltd [Member] | Second Note [Member] | |||||||||||||||
Promissory note issued | $ 18,030 | ||||||||||||||
Summit Trading Ltd [Member] | Third Note [Member] | |||||||||||||||
Promissory note issued | $ 10,000 | ||||||||||||||
John Koehler [Member] | |||||||||||||||
Promissory note issued | $ 150,000 | ||||||||||||||
Principal amount of debt outstanding | 37,000 | ||||||||||||||
Balance debt owed being paid in monthly installments | $ 1,000 | ||||||||||||||
Due to related parties current | $ 30,000 | $ 30,000 | |||||||||||||
Chris Gingold [Member] | |||||||||||||||
Promissory note issued | $ 30,000 | ||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||
Number of common stock issued for shares | 10,000,000 | ||||||||||||||
Debt maturity date | Aug. 21, 2016 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Notes Payable | $ 1,872,548 | $ 30,000 |
John Koehler [Member] | ||
Notes Payable | 30,000 | 30,000 |
Chris Gingold [Member] | ||
Notes Payable | 30,000 | |
Summit [Member] | ||
Notes Payable | 71,802 | |
Apollo Betting [Member] | ||
Notes Payable | $ 1,740,746 |
Loans Payable - Related Parti64
Loans Payable - Related Parties and Non Related Parties (Details Narrative) - USD ($) | Apr. 08, 2016 | Jan. 10, 2016 | Feb. 27, 2015 | Feb. 20, 2015 | Feb. 12, 2015 | Nov. 25, 2014 | Oct. 25, 2014 | Oct. 22, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jun. 01, 2016 | Dec. 31, 2014 |
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||
Note is convertible into common stock at discount to average lowest trading prices rate | 60.00% | ||||||||||||||
Fair value of debt derivatives | $ (45,225) | ||||||||||||||
Debt instruments conversion, shares | 1,274,384,329 | ||||||||||||||
Convertible debt, accrued interest conversion into common stock | $ 1,123,309 | ||||||||||||||
Original principal amount | $ 155,000 | 155,000 | |||||||||||||
Convertible note issued | 1,105,571 | 1,105,571 | $ 566,624 | ||||||||||||
Change in fair value of embedded derivative liability | $ (438,158) | $ (549,568) | 827,309 | (380,159) | |||||||||||
Interest expense | $ 9,881 | 0 | |||||||||||||
Amortized debt discount | 248,405 | ||||||||||||||
Brookstein B [Member] | |||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||
Repayments of unpaid salary | $ 0 | ||||||||||||||
Original principal amount | $ 28,188 | 28,188 | |||||||||||||
Non-Related Parties [Member] | |||||||||||||||
Interest payable | 15,897 | 0 | 15,897 | 0 | |||||||||||
Original principal amount | $ 71,802 | ||||||||||||||
Interest expense | 44,047 | 41,626 | |||||||||||||
Loans payable | 52,000 | 0 | 52,000 | 0 | |||||||||||
Loans receivable | 8,200 | 0 | 8,200 | 0 | |||||||||||
Imputed interest on loan | 14,601 | 0 | |||||||||||||
Loan Payable - GE Park, LLC [Member] | |||||||||||||||
Loans for working capital purpose | $ 95,000 | $ 166,200 | |||||||||||||
Debt instrument interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||
Demand note | $ 50,000 | ||||||||||||||
Note is convertible into common stock at discount to average lowest trading prices rate | 70.00% | 50.00% | 50.00% | ||||||||||||
Fair value of debt derivatives | $ 72,500 | $ 53,398 | |||||||||||||
Debt instruments conversion, shares | 77,142,856 | ||||||||||||||
Convertible debt, accrued interest conversion into common stock | $ 54,000 | ||||||||||||||
Interest payable | $ 4,000 | 13,551 | |||||||||||||
Original principal amount | 0 | 0 | |||||||||||||
Fair value of embedded derivatives | $ 139,421 | $ 187,188 | |||||||||||||
Fair value assumptions of dividend yield rate | 0.00% | 0.00% | |||||||||||||
Fair value assumptions of expected volatility rate | 280.29% | 278.85% | |||||||||||||
Fair value assumptions of weighted average risk-free interest rate | 0.07% | 0.02% | |||||||||||||
Fair value assumptions of expected life | 6 months | 3 months | |||||||||||||
Fair value assumptions of common stock price per share | $ 0.00719 | $ 0.00719 | |||||||||||||
Convertible note issued | $ 79,750 | ||||||||||||||
Cash purchase price of converible note | 72,500 | ||||||||||||||
Debt original issue discount | $ 7,250 | ||||||||||||||
Debt maturity date | May 25, 2015 | ||||||||||||||
Change in fair value of embedded derivative liability | $ 38,052 | ||||||||||||||
Interest expense | $ 66,921 | 7,084 | 5,009 | ||||||||||||
Amortized debt discount | $ 0 | 63,888 | |||||||||||||
Loan Payable - GE Park, LLC One [Member] | |||||||||||||||
Demand note | $ 47,600 | ||||||||||||||
Note is convertible into common stock at discount to average lowest trading prices rate | 50.00% | ||||||||||||||
Fair value of debt derivatives | $ 94,917 | ||||||||||||||
Debt instruments conversion, shares | 79,193,262 | ||||||||||||||
Loan Payable - GE Park, LLC Two [Member] | |||||||||||||||
Demand note | $ 33,600 | ||||||||||||||
Note is convertible into common stock at discount to average lowest trading prices rate | 50.00% | ||||||||||||||
Fair value of debt derivatives | $ 75,378 | ||||||||||||||
Debt instruments conversion, shares | 28,487,000 | 33,895,385 | |||||||||||||
Convertible debt, accrued interest conversion into common stock | $ 12,000 | $ 21,600 | |||||||||||||
Interest payable | 819 | 819 | |||||||||||||
Original principal amount | 0 | 0 | |||||||||||||
Accrued interest | 18,083 | 18,083 | 13,551 | ||||||||||||
Interest expense | 1,636 | ||||||||||||||
Loan Payable - GE Park, LLC Three [Member] | |||||||||||||||
Demand note | $ 35,000 | ||||||||||||||
Note is convertible into common stock at discount to average lowest trading prices rate | 65.00% | ||||||||||||||
Fair value of debt derivatives | $ 81,216 | $ 139,813 | |||||||||||||
Debt instruments conversion, shares | 158,196,306 | 136,053,867 | |||||||||||||
Convertible debt, accrued interest conversion into common stock | $ 35,000 | $ 95,000 | |||||||||||||
Original principal amount | $ 0 | $ 0 | |||||||||||||
Loans Payable - Barry M Brookstein [Member] | |||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||
Original principal amount | $ 14,769 | $ 14,769 | |||||||||||||
Loans payable | 933 | 933 | 15,702 | ||||||||||||
Loans Seaniemac [Member] | |||||||||||||||
Loans for working capital purpose | $ 370,067 | $ 370,067 | |||||||||||||
Debt instrument interest rate | 4.00% | 4.00% | |||||||||||||
Loans payable | $ 529,543 | $ 529,543 | |||||||||||||
Loans Payable - RDRD II Holding LLC [Member] | |||||||||||||||
Debt instrument interest rate | 4.00% | ||||||||||||||
Interest payable | 68,692 | 68,692 | 51,897 | ||||||||||||
Original principal amount | $ 220,000 | ||||||||||||||
Debt original issue discount | 200,000 | 17,534 | 17,534 | 17,534 | |||||||||||
Loans payable | 1,107,060 | 1,107,060 | 890,177 | ||||||||||||
Legal expenses | $ 20,000 | ||||||||||||||
Imputed interest on loan | $ 8,391 | $ 7,748 | $ 24,681 | $ 22,526 | |||||||||||
Interest assumed rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||
Brookstein [Member] | Non-Related Parties [Member] | |||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||
Original principal amount | $ 28,188 | $ 28,188 | |||||||||||||
Loans payable | $ 0 | $ 0 | $ 28,188 |
Loans Payable - Related Parti65
Loans Payable - Related Parties and Non Related Parties - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Loans payable to related parties | $ 1,107,993 | $ 995,494 |
Loan Payable - GE Park, LLC [Member] | ||
Loans payable to related parties | 85,000 | |
Loans payable - Other Related Parties [Member] | ||
Loans payable to related parties | 4,615 | |
Loans Payable - Barry M Brookstein [Member] | ||
Loans payable to related parties | 933 | 15,702 |
Loans Payable - RDRD II Holding LLC [Member] | ||
Loans payable to related parties | $ 1,107,060 | $ 890,177 |
Loans Payable - Related Parti66
Loans Payable - Related Parties and Non Related Parties - Schedule of Loans Payable to Related Parties (Details) (Parenthetical) - USD ($) | Sep. 30, 2016 | Apr. 08, 2016 | Dec. 31, 2015 |
Loans Payable - RDRD II Holding LLC [Member] | |||
Debt discount | $ 17,534 | $ 200,000 | $ 17,534 |
Loans Payable _ Related Parties
Loans Payable – Related Parties and Non Related Parties - Loans Payable - Schedule of Due to Related Parties (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Total | $ 398,281 | $ 474,798 |
Due To Related Party - GE Park, LLC [Member] | ||
Total | 370,195 | 426,737 |
Due To Related Party - Brookstein B. [Member] | ||
Total | 28,188 | |
Due To Related Party - Kessler (D) [Member] | ||
Total | $ 28,086 | $ 19,873 |
Loans Payable - Related Parti68
Loans Payable - Related Parties and Non Related Parties - Loans Payable - Schedule of Due to Non-Related Parties (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Total | $ 127,762 | $ 199,025 |
Summit Trading LTD (D) [Member] | ||
Total | $ 127,576 | $ 199,025 |
Convertible Promissory Notes,69
Convertible Promissory Notes, Net (Details Narrative) - USD ($) | Oct. 11, 2016 | Aug. 19, 2016 | Aug. 10, 2016 | Jul. 25, 2016 | Jun. 17, 2016 | Apr. 18, 2016 | Apr. 05, 2016 | Apr. 02, 2016 | Mar. 29, 2016 | Mar. 17, 2016 | Feb. 25, 2016 | Jan. 10, 2016 | Dec. 18, 2015 | Nov. 20, 2015 | Mar. 19, 2015 | Mar. 09, 2015 | Mar. 03, 2015 | Feb. 27, 2015 | Feb. 20, 2015 | Feb. 12, 2015 | Nov. 25, 2014 | Aug. 15, 2014 | Jul. 14, 2014 | Jun. 03, 2014 | Apr. 04, 2014 | Apr. 02, 2014 | Mar. 03, 2014 | Dec. 02, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 05, 2015 | Jan. 02, 2015 | Nov. 06, 2014 | Oct. 02, 2014 | Sep. 15, 2014 | Jun. 02, 2014 | May 29, 2014 | Dec. 31, 2013 | Oct. 22, 2013 |
Convertible notes payable, original principal amount | $ 155,000 | $ 155,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 60.00% | ||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 1,123,309 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 1,274,384,329 | ||||||||||||||||||||||||||||||||||||||||||
Accrued penalties | $ 360,000 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Interest expense | 9,881 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | 716,984 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 3,424,839 | 3,424,839 | 2,310,067 | ||||||||||||||||||||||||||||||||||||||||
Old Main Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 352,942 | $ 222,222 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Accounts receivable, net | 88,236 | 88,236 | |||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.00033 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 176,377 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 206.98% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.47% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 83,334 | 68,095 | 68,095 | ||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 93,043 | 83,334 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 50,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 178,571,429 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | 68,236 | $ 68,236 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 23,239 | $ 0 | 23,239 | 0 | |||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Feb. 10, 2017 | ||||||||||||||||||||||||||||||||||||||||||
Old Main Capital, LLC [Member] | First Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 58,824 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt original issuance discount | $ 8,824 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 65.00% | ||||||||||||||||||||||||||||||||||||||||||
First Tranche [Member] | Old Main Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 55,555 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 65.00% | ||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||
First Tranche [Member] | Old Main Capital, LLC [Member] | Friday Of Third Week [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | 25,000 | ||||||||||||||||||||||||||||||||||||||||||
First Tranche [Member] | Old Main Capital, LLC [Member] | Friday Of Sixth Week [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | 25,000 | ||||||||||||||||||||||||||||||||||||||||||
First Tranche [Member] | Old Main Capital, LLC [Member] | Friday Of Tenth Week [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
First Tranche [Member] | Old Main Capital, LLC [Member] | Friday Of Twelfth Week [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | 25,000 | ||||||||||||||||||||||||||||||||||||||||||
First Tranche [Member] | Old Main Capital, LLC [Member] | Friday Of Fifteenth Week [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||
Summit Trading Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 8,500 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 45,260,256 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense | 6,630 | 3,030 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 63,844 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 27,030 | ||||||||||||||||||||||||||||||||||||||||||
Summits Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 59,835 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 45.00% | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,992 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | 57,860 | ||||||||||||||||||||||||||||||||||||||||||
GE Park Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 79,750 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | $ 38,052 | ||||||||||||||||||||||||||||||||||||||||||
Iliad [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 667,500 | 108,752 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, maturity term | 23 months | ||||||||||||||||||||||||||||||||||||||||||
Net cash expected | $ 607,500 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 60,000 | ||||||||||||||||||||||||||||||||||||||||||
Initial cash purchase price | 202,500 | ||||||||||||||||||||||||||||||||||||||||||
Net pro-rata portion of original issue discount | 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Transactional expenses | 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt original issuance discount | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||||
Debt monthly principal payments | $ 37,083 | ||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common stock | 2,132,426 | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||||
Options value | $ 23,625 | ||||||||||||||||||||||||||||||||||||||||||
Stock option risk free interest rate | 1.50% | ||||||||||||||||||||||||||||||||||||||||||
Stock option volatility | 26.01538% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.0394 | $ 0.12 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument issuance days | 180 days | ||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares reserved for authorized | 16,670,000 | ||||||||||||||||||||||||||||||||||||||||||
Percentage of penalty on amount prepaid | 25.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 443,169 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 224.54% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.41% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year 5 months 1 day | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 443,169 | 6,163 | 6,163 | ||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | $ 240,669 | ||||||||||||||||||||||||||||||||||||||||||
Forbearance liability | $ 152,500 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | (100,062) | $ (100,062) | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 99,520,802 | ||||||||||||||||||||||||||||||||||||||||||
Note accrues interest at default rate | Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. | ||||||||||||||||||||||||||||||||||||||||||
Outstanding loan | 320,057 | 320,057 | $ 302,185 | ||||||||||||||||||||||||||||||||||||||||
Remaining balance | $ 302,185 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 17,872 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | 576,431 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 0 | 27,362 | 0 | 109,932 | |||||||||||||||||||||||||||||||||||||||
Iliad [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Percentage of penalty on amount prepaid | 22.00% | ||||||||||||||||||||||||||||||||||||||||||
Iliad [Member] | Secured Convertible Promissory Note Payment No Later Than Maturity Date [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Iliad [Member] | Four Separate [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Redwood [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ (43,738) | $ (43,738) | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 44,988,900 | 44,988,900 | |||||||||||||||||||||||||||||||||||||||||
Redwood [Member] | 10% Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.065 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 184.71% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.08% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 6 months | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 109,741 | ||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 34,741 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 43,738 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 44,988,900 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | $ 109,741 | ||||||||||||||||||||||||||||||||||||||||||
Percentage of sale of debt instruments | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Sep. 3, 2014 | ||||||||||||||||||||||||||||||||||||||||||
Redwood Management, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 145,688 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 31,262 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 72,091,670 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | $ 23,762 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 7,500 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | 26,577 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | $ 0 | 0 | $ 0 | 0 | |||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 36,750 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 152,414 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 152,414 | ||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 75,664 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 36,750 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 51,082,166 | ||||||||||||||||||||||||||||||||||||||||||
Percentage of sale of debt instruments | 8.00% | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 36,750 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Jul. 14, 2015 | ||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.0471 | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 237.91% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.13% | ||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | Minimum [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.0378 | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 205.52% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.11% | ||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | 10% Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 58.00% | ||||||||||||||||||||||||||||||||||||||||||
Percentage of penalty on amount prepaid | 22.00% | 22.00% | |||||||||||||||||||||||||||||||||||||||||
Penalty payment | $ 97,000 | $ 97,000 | |||||||||||||||||||||||||||||||||||||||||
Remaining balance | 137,000 | 137,000 | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 0 | 0 | 0 | 29,607 | |||||||||||||||||||||||||||||||||||||||
Accrued penalties | 500 | ||||||||||||||||||||||||||||||||||||||||||
Percentage of sale of debt instruments | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Apr. 1, 2015 | ||||||||||||||||||||||||||||||||||||||||||
LG Capital Funding, LLC [Member] | 8% Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | 66,758 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ (36,750) | $ (36,750) | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 51,082,166 | 51,082,166 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
WHC Capital, LLC [Member] | 10% Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 32,000 | 35,211 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 58.00% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.06 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 56,273 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 205.08% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.11% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 56,273 | 38,937 | |||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | $ 24,273 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ (32,000) | $ (32,000) | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 37,034,976 | 37,034,976 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | $ 0 | 0 | $ 9,529 | 0 | |||||||||||||||||||||||||||||||||||||||
Percentage of sale of debt instruments | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 32,000 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Apr. 4, 2015 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
Summit Trading Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 59,835 | $ 21,970 | $ 13,844 | $ 10,000 | $ 18,030 | $ 8,500 | |||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 45.00% | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | |||||||||||||||||||||||||||||||||||
Debt instrument trading price | 60.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument issuance days | 20 days | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | $ 57,860 | $ 57,860 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 62,589 | $ 63,844 | $ 63,844 | ||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 4,828 | 6,630 | |||||||||||||||||||||||||||||||||||||||||
Summit Trading Ltd [Member] | 10% Convertible Redeemable Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 59,835 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 20.00% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.02 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 56,804 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 242.32% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.09% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 56,804 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | (8,500) | $ (8,500) | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 45,260,256 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 0 | 35,327 | |||||||||||||||||||||||||||||||||||||||||
Percentage of sale of debt instruments | 10.00% | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 59,835 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Aug. 15, 2015 | ||||||||||||||||||||||||||||||||||||||||||
GE Park, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 50,000 | $ 95,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 4.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 70.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 54,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 77,142,856 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | 53,398 | ||||||||||||||||||||||||||||||||||||||||||
GE Park, LLC [Member] | Demand Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 47,600 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 94,917 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 79,193,262 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
GE Park, LLC [Member] | Two Demand Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 79,750 | $ 33,600 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 38,052 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | 17,334 | 17,334 | 75,378 | ||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | $ 819 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 12,000 | $ 21,600 | |||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 28,487,000 | 33,895,385 | |||||||||||||||||||||||||||||||||||||||||
Remaining balance | $ 0 | 0 | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||
Apollo Capital Corp [Member] | |||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | 139,813 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 136,053,867 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
Apollo Capital Corp [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | 23,762 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | 145,688 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 31,262 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 72,091,670 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 7,500 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | $ 26,577 | ||||||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 35.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 158,196,306 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | 81,216 | ||||||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | Leak-Out Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 18.50% | ||||||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | Old Main Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt original issuance discount | $ 88,236 | ||||||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 352,942 | $ 16,500 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 22.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||
Initial cash purchase price | $ 352,942 | ||||||||||||||||||||||||||||||||||||||||||
Net pro-rata portion of original issue discount | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt original issuance discount | 8,824 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 60.00% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.00024 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 13,369 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 205.06% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.11% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 18,758 | ||||||||||||||||||||||||||||||||||||||||||
Penalty payment | $ 76,000 | ||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 10,258 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding loan | $ 55,000 | $ 55,000 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | $ 8,500 | ||||||||||||||||||||||||||||||||||||||||||
Accrued penalties | $ 2,000 | 24,000 | |||||||||||||||||||||||||||||||||||||||||
Interest expense | 25,370 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 8,500 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | May 20, 2016 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 0 | 0 | $ 78,783 | 0 | |||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 35,500 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,500 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 60.00% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.00032 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 126,760 | 55,000 | |||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 177.05% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.11% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 96,791 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 0 | 12,150 | 35,500 | 0 | |||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Aug. 25, 2016 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 3,606 | 0 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument description | The principal balance of the Note may be prepaid at any time after 10 days prior written notice by the Company to Apollo Capital by paying Apollo Capital an amount equal to the Prepayment Percentage (as hereinafter defined) multiplied by the sum of the principal amount due, accrued interest and any other amounts due under the Note. The Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||
Debt obligation amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 22.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 60.00% | ||||||||||||||||||||||||||||||||||||||||||
Accounts receivable, net | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.00032 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 107,085 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 176.67% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.11% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 45,650 | ||||||||||||||||||||||||||||||||||||||||||
Penalty payment | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 136,415 | ||||||||||||||||||||||||||||||||||||||||||
Accrued penalties | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from offering of convertible note | $ 30,000 | 45,650 | |||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Sep. 17, 2016 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 867 | 0 | |||||||||||||||||||||||||||||||||||||||||
Apollo Capital Group, LLC [Member] | Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 3,200,570 | 23,827 | 23,827 | ||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 65.00% | ||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | 210,012 | 210,012 | |||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | $ 49,950 | ||||||||||||||||||||||||||||||||||||||||||
Forbearance liability | 304,995 | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion amount | $ 410,515 | ||||||||||||||||||||||||||||||||||||||||||
Debt instruments conversion, shares | 466,777,189 | ||||||||||||||||||||||||||||||||||||||||||
Remaining balance | 320,057 | ||||||||||||||||||||||||||||||||||||||||||
Loss the debt modification | $ 576,431 | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for warrants | 427,474,446 | ||||||||||||||||||||||||||||||||||||||||||
Accrued penalties | $ 24,000 | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Jun. 18, 2016 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 512,348 | 512,348 | $ 462,780 | ||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 0 | 27,362 | 105,085 | 0 | |||||||||||||||||||||||||||||||||||||||
Iliad Research and Trading, L.P [Member] | |||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.0011 | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for warrants | (64,660,484) | ||||||||||||||||||||||||||||||||||||||||||
Late fees | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued penalties | 360,000 | ||||||||||||||||||||||||||||||||||||||||||
Percentage of product of number of delivery shares | 2.00% | ||||||||||||||||||||||||||||||||||||||||||
Iliad Research and Trading, L.P [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for warrants | 64,660,484 | ||||||||||||||||||||||||||||||||||||||||||
Late fees | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued penalties | 360,000 | ||||||||||||||||||||||||||||||||||||||||||
Apollo Management Group, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 275,000 | $ 100,000 | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 25,000 | $ 10,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 12.00% | 50.00% | 50.00% | ||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Accounts receivable, net | $ 205,150 | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.001 | $ 0.00035 | |||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.00035 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 367,633 | $ 93,206 | $ 400,567 | ||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 197.02% | 197.02% | 197.02% | ||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.11% | 0.11% | 0.11% | ||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | 1 year | 1 year | ||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 275,000 | $ 1 | |||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | $ 162,483 | 110,500 | $ 180,567 | ||||||||||||||||||||||||||||||||||||||||
Forbearance liability | $ 32,706 | ||||||||||||||||||||||||||||||||||||||||||
Note accrues interest at default rate | The Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. | The Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. | Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. | ||||||||||||||||||||||||||||||||||||||||
Outstanding loan | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | $ 205,150 | $ 250,000 | 205,150 | ||||||||||||||||||||||||||||||||||||||||
Interest expense debt | 46,561 | 0 | 69,047 | 0 | |||||||||||||||||||||||||||||||||||||||
Apollo Management Group, LLC One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 110,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 56,269 | 0 | 57,886 | 0 | |||||||||||||||||||||||||||||||||||||||
Apollo Management Group, LLC Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Non-cash interest expense | 220,000 | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts and costs | 127,410 | $ 0 | 196,457 | $ 0 | |||||||||||||||||||||||||||||||||||||||
Apollo Management Group [Member] | Old Main Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Initial cash purchase price | $ 352,942 | ||||||||||||||||||||||||||||||||||||||||||
Barry Brookstein One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 155,000 | $ 155,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Note accrues interest at default rate | The Prepayment Percentage is (i) 125% during the period beginning on the date the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||
Barry Brookstein Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, original principal amount | $ 42,958 | $ 42,958 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes payable, interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument trading price | 50.00% | ||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Note accrues interest at default rate | The Prepayment Percentage is (i) 125% during the period beginning on the date the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||
Interest and principal maturity date | Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||
Barry Brookstein [Member] | |||||||||||||||||||||||||||||||||||||||||||
Stock option strike price | $ 0.00033 | $ 0.00033 | |||||||||||||||||||||||||||||||||||||||||
Fair value of embedded derivatives | $ 444,339 | ||||||||||||||||||||||||||||||||||||||||||
Fair value dividend yield | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected volatility | 218.79% | ||||||||||||||||||||||||||||||||||||||||||
Fair value weighted average risk-free interest rate | 0.47% | ||||||||||||||||||||||||||||||||||||||||||
Fair value expected life | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Fair value of derivatives liabilities | $ 444,339 | $ 444,339 |
Convertible Promissory Note, Ne
Convertible Promissory Note, Net - Components of Convertible Promissory Notes, Net (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Conversions into shares of common stock | $ 1,123,309 | |||
Notes purchased from related party | 140,014 | $ 58,404 | ||
Convertible promissory notes, net | 1,105,571 | $ 566,624 | ||
Iliad [Member] | ||||
Convertible notes payable | 380,000 | 380,000 | ||
Total | 380,000 | 380,000 | ||
OID | ||||
Conversions into shares of common stock | (100,062) | (100,062) | ||
Principal adjustment per note assignment | 40,119 | 40,119 | ||
Transfer or Assignment to Apollo Capital Corp | (320,057) | (320,057) | ||
Less: Loan discount | ||||
Convertible promissory notes, net | ||||
Redwood [Member] | ||||
Convertible notes payable | 75,000 | 75,000 | ||
Total | 75,000 | 75,000 | ||
Conversions into shares of common stock | (43,738) | (43,738) | ||
Transfer or Assignment to Apollo Capital Corp | (31,262) | (31,262) | ||
Total | ||||
Less: Loan discount | ||||
Convertible promissory notes, net | ||||
LG Capital Funding, LLC [Member] | 10% Convertible Redeemable Note [Member] | ||||
Convertible notes payable | 40,000 | 40,000 | ||
Total | 137,000 | 40,000 | ||
Principal adjustment per note penalty clause | 97,000 | |||
Less: Loan discount | ||||
Convertible promissory notes, net | 137,000 | 40,000 | ||
LG Capital Funding, LLC [Member] | 8% Convertible Redeemable Note [Member] | ||||
Convertible notes payable | 36,750 | 36,750 | ||
Total | 36,750 | 36,750 | ||
Conversions into shares of common stock | (36,750) | (36,750) | ||
Less: Loan discount | ||||
Convertible promissory notes, net | ||||
WHC Capital, LLC [Member] | 10% Convertible Redeemable Note [Member] | ||||
Convertible notes payable | 32,000 | 32,000 | ||
Total | 32,000 | 32,000 | ||
Conversions into shares of common stock | (32,000) | (32,000) | ||
Less: Loan discount | ||||
Convertible promissory notes, net | ||||
Summit Trading Ltd [Member] | 10% Convertible Redeemable Note [Member] | ||||
Convertible notes payable | 62,589 | 62,589 | ||
Total | 62,589 | 62,589 | ||
Conversions into shares of common stock | (8,500) | (8,500) | ||
Transfer or Assignment to Apollo Capital Corp | (62,559) | (62,589) | ||
Conversion of demand note into a convertible note | 36,530 | 36,530 | ||
Conversion of accounts payable into a convertible note | 35,814 | 35,814 | ||
Less: Loan discount | ||||
Convertible promissory notes, net | 63,844 | 63,844 | ||
Apollo Capital Corp [Member] | ||||
Conversions into shares of common stock | 95,000 | |||
Less: Loan discount | ||||
Apollo Capital Corp [Member] | GE Park, LLC [Member] | ||||
Notes purchased from related party | 291,190 | 256,190 | ||
Apollo Capital Corp [Member] | Summit Trading Ltd [Member] | ||||
Notes purchased from related party | 62,589 | 62,589 | ||
Apollo Capital Corp [Member] | Redwood [Member] | ||||
Notes purchased from related party | 31,262 | 31,262 | ||
Apollo Capital Corp [Member] | Iliad [Member] | ||||
Notes purchased from related party | 320,057 | 320,057 | ||
Apollo Capital Corp [Member] | Old Main Capital, LLC [Member] | ||||
Principal adjustment per note assignment | (88,235) | |||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note [Member] | ||||
Conversions into shares of common stock | (410,515) | (209,233) | ||
Principal adjustment per note penalty clause | 199,000 | |||
Less: Loan discount | (6,585) | |||
Convertible promissory notes, net | 512,348 | 462,780 | ||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note One [Member] | ||||
Convertible promissory notes, net | 35,500 | |||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note Two [Member] | ||||
Convertible promissory notes, net | 55,000 | |||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note Three [Member] | ||||
Convertible promissory notes, net | 16,500 | 8,500 | ||
GE Park, LLC [Member] | ||||
Conversions into shares of common stock | 54,000 | |||
GE Park, LLC [Member] | 4% Convertible Redeemable Note One [Member] | ||||
Conversions into shares of common stock | 54,000 | |||
Conversion of demand note into a convertible note | (54,000) | |||
Convertible promissory notes, net | ||||
GE Park, LLC [Member] | 4% Convertible Redeemable Note [Member] | ||||
Convertible promissory notes, net | 300,904 | |||
Apollo Capital Corp [Member] | ||||
Conversions into shares of common stock | 31,262 | |||
Less: Loan discount | (234,246) | |||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note One [Member] | ||||
Convertible promissory notes, net | 220,000 | |||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note Two [Member] | ||||
Convertible promissory notes, net | 110,000 | |||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note Three [Member] | ||||
Convertible promissory notes, net | 2,051 | |||
Old Main Capital, LLC [Member] | Apollo Capital Corporation [Member] | ||||
Conversions into shares of common stock | (20,000) | |||
Notes purchased from related party | 88,236 | |||
Old Main Capital, LLC [Member] | 12% Convertible Redeemable Note [Member] | ||||
Less: Loan discount | (60,095) | |||
Convertible promissory notes, net | 91,475 | |||
Old Main Capital, LLC [Member] | 12% Convertible Redeemable Note One [Member] | ||||
Convertible promissory notes, net | $ 83,334 |
Convertible Promissory Note, 71
Convertible Promissory Note, Net - Components of Convertible Promissory Notes, Net (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Amortized debt discount | $ 248,405 | ||
Debt instruments conversion, shares | 1,274,384,329 | ||
Iliad [Member] | |||
OID | $ 20,000 | $ 20,000 | |
Amortized debt discount | 20,000 | $ 20,000 | |
Debt instruments conversion, shares | 99,520,802 | ||
Loan discount | 202,500 | $ 202,500 | |
Amortization of loan | $ 202,500 | $ 202,500 | |
Redwood [Member] | |||
Debt instruments conversion, shares | 44,988,900 | 44,988,900 | |
Loan discount | $ 75,000 | $ 75,000 | |
Amortization of loan | 75,000 | 75,000 | |
LG Capital Funding, LLC [Member] | 10% Convertible Redeemable Note [Member] | |||
Loan discount | 40,000 | 40,000 | |
Amortization of loan | $ 40,000 | $ 40,000 | |
Convertible redeemable note percentage | 10.00% | 10.00% | |
LG Capital Funding, LLC [Member] | 8% Convertible Redeemable Note [Member] | |||
Debt instruments conversion, shares | 51,082,166 | 51,082,166 | |
Loan discount | $ 36,750 | $ 36,750 | |
Amortization of loan | $ 36,750 | $ 36,750 | |
Convertible redeemable note percentage | 8.00% | 8.00% | |
WHC Capital, LLC [Member] | 10% Convertible Redeemable Note [Member] | |||
Debt instruments conversion, shares | 37,034,976 | 37,034,976 | |
Loan discount | $ 32,000 | $ 32,000 | |
Amortization of loan | $ 32,000 | $ 32,000 | |
Convertible redeemable note percentage | 10.00% | 10.00% | |
Summit Trading Ltd [Member] | 10% Convertible Redeemable Note [Member] | |||
Debt instruments conversion, shares | 45,260,256 | ||
Loan discount | $ 56,804 | $ 56,804 | |
Amortization of loan | $ 56,804 | $ 56,804 | |
Convertible redeemable note percentage | 10.00% | 10.00% | |
Apollo Capital Corp [Member] | |||
Debt instruments conversion, shares | 136,053,867 | ||
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note [Member] | |||
Debt instruments conversion, shares | 1,052,670,044 | 321,234,184 | |
Loan discount | $ 107,000 | $ 107,000 | |
Amortization of loan | $ 105,085 | $ 1,915 | |
Convertible redeemable note percentage | 12.00% | 12.00% | |
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note One [Member] | |||
Convertible redeemable note percentage | 12.00% | 12.00% | |
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note Two [Member] | |||
Convertible redeemable note percentage | 12.00% | 12.00% | |
Apollo Capital Corp [Member] | 12% Convertible Redeemable Note Three [Member] | |||
Convertible redeemable note percentage | 12.00% | 12.00% | |
GE Park, LLC [Member] | |||
Debt instruments conversion, shares | 77,142,856 | ||
GE Park, LLC [Member] | 4% Convertible Redeemable Note One [Member] | |||
Debt instruments conversion, shares | 77,142,856 | 0 | |
Apollo Management Group [Member] | 12% Convertible Redeemable Note Three [Member] | |||
Loan discount | $ 535,150 | $ 535,150 | |
Amortization of loan | $ 300,904 | $ 0 | |
Convertible redeemable note percentage | 12.00% | 12.00% | |
Old Main Capital, LLC [Member] | 12% Convertible Redeemable Note [Member] | |||
Debt instruments conversion, shares | 178,571,429 | 0 | |
Loan discount | $ 23,239 | $ 0 | |
Amortization of loan | $ 83,334 | $ 83,334 | |
Convertible redeemable note percentage | 12.00% | 12.00% |
Convertible Promissory Note, 72
Convertible Promissory Note, Net - Components of Convertible Promissory Notes, Related Party (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Secured convertible promissory note - related party | $ 197,957 | $ 0 |
Brookstein [Member] | ||
Conversion of accrued compensation into a convertible note | 155,000 | |
Conversion of loan payable into a convertible note | 14,768 | |
Conversion of due to balance into a convertible note | 28,189 | |
Secured convertible promissory note - related party | $ 197,957 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fair value of warrants | $ (827,309) | $ 334,934 | |
Debt Derivatives [Member] | Binomial Option Pricing Model [Member] | |||
Fair value dividend yield | 0.00% | ||
Fair value expected volatility | 2.00% | ||
Fair value of common stock price per share | $ 0.0139 | ||
Debt Derivatives [Member] | Binomial Option Pricing Model [Member] | Minimum [Member] | |||
Fair value weighted average risk-free interest rate | 0.03% | ||
Fair value expected life | 3 months | ||
Debt Derivatives [Member] | Binomial Option Pricing Model [Member] | Maximum [Member] | |||
Fair value weighted average risk-free interest rate | 0.13% | ||
Fair value expected life | 1 year 1 month 2 days | ||
Debt Derivatives One [Member] | Binomial Option Pricing Model [Member] | |||
Fair value dividend yield | 0.00% | ||
Fair value expected volatility | 218.79% | ||
Debt Derivatives One [Member] | Binomial Option Pricing Model [Member] | Minimum [Member] | |||
Fair value weighted average risk-free interest rate | 0.234% | ||
Fair value expected life | 1 month 24 days | ||
Fair value of common stock price per share | $ 0.00052 | ||
Debt Derivatives One [Member] | Binomial Option Pricing Model [Member] | Maximum [Member] | |||
Fair value weighted average risk-free interest rate | 0.36% | ||
Fair value expected life | 5 months 19 days | ||
Fair value of common stock price per share | $ 0.0012241 | ||
Warrant Liability [Member] | |||
Warrants issued in connection with issuance of convertible promissory notes | 590,038 | ||
Fair value of warrants | $ 590,038 | ||
Warrant Liability [Member] | Binomial Option Pricing Model [Member] | |||
Fair value dividend yield | 0.00% | 0.00% | |
Fair value expected volatility | 224.54% | 261.65% | |
Fair value weighted average risk-free interest rate | 1.65% | 1.15% | |
Fair value expected life | 4 years 6 months | 3 years 6 months 7 days | |
Fair value of common stock price per share | $ 0.00109 | ||
Fair value of warrant liability | $ 1,616,758 | ||
Warrant Liability One [Member] | Binomial Option Pricing Model [Member] | |||
Fair value dividend yield | 0.00% | ||
Fair value expected volatility | 198.225% | ||
Fair value weighted average risk-free interest rate | 0.71% | ||
Fair value expected life | 2 years 5 months 5 days | ||
Fair value of common stock price per share | $ 0.00117 | ||
Fair value of warrant liability | $ 1,185,478 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liability Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Balance Beginning | $ 2,310,067 | |||
Loss on debt modification | (134,614) | $ (371,824) | ||
Reclassification of derivative liability associated with convertible debt | (777,878) | |||
Change in debt derivative liability | (438,158) | $ (549,568) | 827,309 | $ (380,159) |
Balance End | 3,424,839 | 3,424,839 | ||
Debt Derivative Liability [Member] | ||||
Balance Beginning | 2,310,067 | |||
Initial measurement at issuance date of the notes | 1,400,119 | |||
Loss on debt modification | 134,614 | |||
Loss on debt modification- related party | 444,339 | |||
Reclassification of derivative liability associated with convertible debt | (777,878) | |||
Change in debt derivative liability | (86,422) | |||
Balance End | 3,424,839 | 3,424,839 | ||
Warrant Derivative Liability [Member] | ||||
Balance Beginning | 1,616,758 | |||
Change in debt derivative liability | (740,887) | |||
Balance End | $ 875,871 | $ 875,871 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jul. 14, 2016USD ($) | Jul. 14, 2016EUR (€) | Jul. 14, 2016GBP (£) | Apr. 07, 2016USD ($) | Apr. 05, 2016USD ($)$ / shares | Aug. 14, 2014USD ($) | Jan. 30, 2013EUR (€) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016GBP (£) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 23, 2014USD ($) |
Gross gaming revenue | $ 7,480 | $ 10,621 | $ 153,444 | $ 163,650 | |||||||||||||
Receivable from a related party | 0 | 0 | $ 4,615 | ||||||||||||||
Total amount paid for civil penalties | $ 50,000 | ||||||||||||||||
Escrow deposit account | $ 25,000 | ||||||||||||||||
Payment of penalty | 12,000 | $ 24,000 | |||||||||||||||
Penelty due remaining amount | $ 14,000 | 14,000 | |||||||||||||||
Accrued penalties | 360,000 | 0 | |||||||||||||||
Optima Information Services, S.L [Member] | |||||||||||||||||
Payment of fee | 62,701 | ||||||||||||||||
Direct cost expense | 271,703 | ||||||||||||||||
SportsBetting and Gaming Services Malta, LTD [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 100.00% | 100.00% | 100.00% | ||||||||||||||
Percentage of gaming revenue in commission | 3.00% | 3.00% | 3.00% | ||||||||||||||
Onetime Fee [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Legal fee | $ 271,703 | ||||||||||||||||
Monthly Fee [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Legal fee | $ 30,514 | ||||||||||||||||
12 Installments [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Payment of fee | 17,417 | ||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||
Agreement term | 9 months | ||||||||||||||||
Payment of fee | 100,000 | ||||||||||||||||
Consulting Agreement [Member] | First 90 Days [Member] | |||||||||||||||||
Payment of fee | $ 50,000 | ||||||||||||||||
Consulting Agreement [Member] | Next 90 Days [Member] | |||||||||||||||||
Payment of fee | $ 6,500 | ||||||||||||||||
Settlement Agreement [Member] | Rotenberg [Member] | November 1, 2016 [Member] | |||||||||||||||||
Payment of penalty | 73,045 | ||||||||||||||||
Settlement Agreement [Member] | 24 Monthly Installments [Member] | Rotenberg [Member] | November 1, 2016 [Member] | |||||||||||||||||
Payment of penalty | 60,000 | ||||||||||||||||
Payment of debt settlement | $ 2,500 | ||||||||||||||||
Debt maturity date | Nov. 15, 2016 | Nov. 15, 2016 | Nov. 15, 2016 | ||||||||||||||
Boylesports [Member] | |||||||||||||||||
Accrued fees | $ 273,893 | 163,532 | |||||||||||||||
Commission due | 109,557 | 111,692 | |||||||||||||||
Customer service and processing fees | $ 82,168 | ||||||||||||||||
Four Parties [Member] | |||||||||||||||||
Consulting expense | 25,000 | ||||||||||||||||
Three Employees [Member] | |||||||||||||||||
Payroll expense | 17,200 | ||||||||||||||||
IBC Funds, LLC [Member] | Third Settlement Agreement and Stipulation [Member] | |||||||||||||||||
Total amount paid for civil penalties | $ 50,000 | ||||||||||||||||
Iliad Research and Trading, L.P [Member] | |||||||||||||||||
Number of common stock shares issued for warrants | $ (64,660,484) | ||||||||||||||||
Late fees | $ 2,000 | ||||||||||||||||
Accrued penalties | 360,000 | ||||||||||||||||
Percentage of product of number of delivery shares | 2.00% | ||||||||||||||||
Warrants sale price per share | $ / shares | $ 0.0011 | ||||||||||||||||
Iliad Research and Trading, L.P [Member] | Investor [Member] | |||||||||||||||||
Number of common stock shares issued for warrants | $ 64,660,484 | ||||||||||||||||
Late fees | $ 2,000 | ||||||||||||||||
Accrued penalties | $ 360,000 | ||||||||||||||||
EUR [Member] | |||||||||||||||||
Marketing agreement, description | Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through nine, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three. There were no minimum guaranteed payments during the first three months of the contract. | ||||||||||||||||
EUR [Member] | SportsBetting and Gaming Services Malta, LTD [Member] | |||||||||||||||||
Gross gaming revenue | € | € 6,000 | ||||||||||||||||
EUR [Member] | Four To Nine Month [Member] | |||||||||||||||||
Minimum guaranteed payments | € | € 7,500 | ||||||||||||||||
EUR [Member] | Seven To Twelve Months [Member] | |||||||||||||||||
Minimum guaranteed payments | € | 10,000 | ||||||||||||||||
EUR [Member] | Two and Three Years [Member] | |||||||||||||||||
Minimum guaranteed payments | € | 15,000 | ||||||||||||||||
EUR [Member] | First Three Months of Contract [Member] | |||||||||||||||||
Minimum guaranteed payments | € | € 0 | ||||||||||||||||
EUR [Member] | Minimum [Member] | SportsBetting and Gaming Services Malta, LTD [Member] | |||||||||||||||||
Gross gaming revenue | € | 1,800 | ||||||||||||||||
EUR [Member] | Minimum [Member] | Within Days 10 [Member] | SportsBetting and Gaming Services Malta, LTD [Member] | |||||||||||||||||
Gross gaming revenue | € | € 1,800 | ||||||||||||||||
GBP [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Payment of fee | £ | £ 45,000 | ||||||||||||||||
GBP [Member] | Onetime Fee [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Legal fee | £ | £ 195,000 | ||||||||||||||||
GBP [Member] | Monthly Fee [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Legal fee | £ | £ 21,900 | ||||||||||||||||
GBP [Member] | 12 Installments [Member] | Optima Information Services, S.L [Member] | |||||||||||||||||
Payment of fee | £ | £ 12,500 | ||||||||||||||||
70% of GGR [Member] | EUR [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 70.00% | ||||||||||||||||
Gross gaming revenue | € | € 50,000 | ||||||||||||||||
75% of GGR [Member] | EUR [Member] | Minimum [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 75.00% | ||||||||||||||||
Gross gaming revenue | € | € 50,000 | ||||||||||||||||
75% of GGR [Member] | EUR [Member] | Maximum [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 75.00% | ||||||||||||||||
Gross gaming revenue | € | € 250,000 | ||||||||||||||||
80% Of GGR [Member] | EUR [Member] | Minimum [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 80.00% | ||||||||||||||||
Gross gaming revenue | € | € 250,000 | ||||||||||||||||
80% Of GGR [Member] | EUR [Member] | Maximum [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 80.00% | ||||||||||||||||
Gross gaming revenue | € | € 1,000,000 | ||||||||||||||||
85% Of GGR [Member] | EUR [Member] | |||||||||||||||||
Percentage of gross gaming revenue | 85.00% | ||||||||||||||||
Gross gaming revenue | € | € 1,000,000 |
Capital Stock and Capital Sto76
Capital Stock and Capital Stock Transactions (Details Narrative) - USD ($) | Jul. 29, 2016 | Jul. 21, 2016 | Mar. 28, 2016 | Jan. 10, 2016 | Feb. 11, 2015 | Dec. 26, 2007 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 21, 2016 |
Number of common stock authorized | 4,000,000,000 | 4,000,000,000 | 4,000,000,000 | |||||||||
Preferred stock authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Number of preferred stock designated | 6,100,000 | |||||||||||
Sale of stock price per share | $ 0.0009 | $ 0.0005 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 1,963,227,058 | 1,963,227,058 | 673,842,729 | |||||||||
Common stock, shares outstanding | 1,963,227,058 | 1,963,227,058 | 673,842,729 | |||||||||
Debt conversion amount | $ 1,123,309 | |||||||||||
Debt instruments conversion, shares | 1,274,384,329 | |||||||||||
Derivative liability reclassified into additional paid in capital | $ 777,878 | $ 513,143 | ||||||||||
Common stock issued for consulting service per shares | $ 0.0009 | $ 0.0005 | ||||||||||
Amortization | 3,482 | |||||||||||
Common stock value | $ 20,000,000 | |||||||||||
Debt interest | 12.00% | 12.00% | ||||||||||
Number of common stock issued | 10,000,000 | |||||||||||
Number of common stock issued value | $ 9,000 | |||||||||||
Chris Gingold [Member] | ||||||||||||
Original principal amount | $ 30,000 | |||||||||||
Debt interest | 12.00% | |||||||||||
Number of common stock issued | 10,000,000 | |||||||||||
Two Officers [Member] | ||||||||||||
Sale of stock price per share | $ 0.0004 | $ 0.0004 | ||||||||||
Common stock value | $ 24,000,000 | |||||||||||
Number of common stock issued | 12,000,000 | |||||||||||
Number of common stock issued value | $ 4,800 | |||||||||||
Consulting and Representation Agreement [Member] | Corporate Ads, LLC [Member] | ||||||||||||
Agreement term | 1 year | 1 year | ||||||||||
Common stock issued for consulting service, shares | 25,000,000 | 15,000,000 | 15,000,000 | 25,000,000 | 15,000,000 | |||||||
Common stock issued for consulting service | $ 25,000 | $ 43,500 | ||||||||||
Common stock issued for consulting service per shares | $ 0.029 | |||||||||||
Consulting expense | $ 45,750 | |||||||||||
Common stock value | $ 10,000 | |||||||||||
Consulting and Representation Agreement [Member] | Vanderbilt, LLC [Member] | ||||||||||||
Agreement term | 1 year | |||||||||||
Common stock issued for consulting service, shares | 60,000,000 | 60,000,000 | ||||||||||
Common stock issued for consulting service | $ 54,000 | |||||||||||
Common stock issued for consulting service per shares | $ 0.0009 | |||||||||||
Consulting expense | $ 28,553 | |||||||||||
Amortization | $ 0 | $ 25,447 | $ 0 | $ 25,447 | $ 0 | |||||||
October 6 2016 [Member] | ||||||||||||
Increase in common stock authorized | 2,000,000,000 | 2,000,000,000 | ||||||||||
Restricted Stock [Member] | ||||||||||||
Series A Preferred, Series B Preferred and Series C Preferred Stock are convertible into restricted shares | 100 | |||||||||||
Serial Preferred Stock [Member] | ||||||||||||
Preferred stock authorized | 10,000,000 | |||||||||||
Series A Preferred [Member] | ||||||||||||
Preferred stock authorized | 2,500,000 | |||||||||||
Preferred stock, shares issued | 2,293,750 | |||||||||||
Preferred stock, shares outstanding | 2,293,750 | |||||||||||
Series B Preferred [Member] | ||||||||||||
Preferred stock authorized | 1,500,000 | |||||||||||
Preferred stock, shares issued | 1,250,000 | |||||||||||
Preferred stock, shares outstanding | 1,250,000 | |||||||||||
Series C Preferred [Member] | ||||||||||||
Preferred stock authorized | 2,000,000 | |||||||||||
Preferred stock, shares issued | 1,828,569 | |||||||||||
Preferred stock, shares outstanding | 1,828,569 | |||||||||||
Series D Preferred [Member] | ||||||||||||
Preferred stock authorized | 100,000 | |||||||||||
Preferred stock, shares issued | 100,000 | |||||||||||
Preferred stock, shares outstanding | 100,000 | |||||||||||
Series A Preferred, Series B Preferred and Series C Preferred Stock are convertible into restricted shares | 1,000 | |||||||||||
Liquidation preference stock price per share | $ 1 | |||||||||||
Preferred stock voting rights | 10,000 | |||||||||||
Sale of stock price per share | $ 1 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of common stock issued | 10,000,000 | |||||||||||
Number of common stock issued value | $ 9,000 | |||||||||||
Maximum [Member] | ||||||||||||
Number of common stock authorized | 2,000,000,000 | |||||||||||
Maximum [Member] | October 6 2016 [Member] | ||||||||||||
Number of common stock authorized | 4,000,000,000 | 4,000,000,000 | ||||||||||
Minimum [Member] | ||||||||||||
Number of common stock authorized | 500,000,000 | |||||||||||
Minimum [Member] | October 6 2016 [Member] | ||||||||||||
Number of common stock authorized | 2,000,000,000 | 2,000,000,000 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - USD ($) | Apr. 05, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued penalties | $ 360,000 | $ 0 | |
Iliad Research and Trading, L.P [Member] | |||
Number of common stock shares issued for warrants | $ (64,660,484) | ||
Late fees | $ 2,000 | ||
Accrued penalties | $ 360,000 | ||
Percentage of product of number of delivery shares | 2.00% | ||
Warrants sale price per share | $ 0.0011 | ||
Iliad Warrants [Member] | |||
Number of common stock shares issued for warrants | $ 64,660,484 | ||
Late fees | $ 2,000 | ||
Percentage of product of number of delivery shares | 2.00% | ||
Warrants sale price per share | $ 0.0011 | ||
Iliad Warrants [Member] | Investor [Member] | |||
Number of common stock shares issued for warrants | $ 64,660,484 | ||
Late fees | $ 2,000 |
Warrants and Options - Schedule
Warrants and Options - Schedule of Warrants Activity (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Warrants Outstanding, Beginning Balance | shares | 2,132,426 |
Number of Warrants Granted | shares | |
Number of Warrants Exercised | shares | |
Number of Warrants Cancelled Forfeited | shares | |
Number of Warrants Outstanding, Ending Balance | shares | 2,132,426 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 0.012 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Cancelled Forfeited | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ 0.012 |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Beginning | 2 years 10 months 24 days |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Ending | 2 years 2 months 1 day |
Warrants and Options - Schedu79
Warrants and Options - Schedule of Information Regarding Warrants Outstanding (Details) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Warrants Exercise Price | $ 0.012 | $ 0.012 |
Warrants Outstanding | 2,132,426 | 2,132,426 |
Warrants Exercisable | 2,132,426 | 2,132,426 |
Weighted Average Remaining Contractual Life | 2 years 2 months 1 day | 2 years 10 months 24 days |
Aggregate Intrinsic Value |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets valuation allowance Increase | $ 466,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 19, 2016 | Oct. 17, 2016 | Oct. 16, 2016 | Oct. 06, 2016 | Feb. 27, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Original principal amount | $ 155,000 | |||||||
Number of common stock shares into accrued interest | 10,000,000 | |||||||
Debt instrument interest rate | 12.00% | |||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||
Percentage of convertible debt lowest trading price | 60.00% | |||||||
Original issuance discount | $ 248,405 | |||||||
Debt conversion amount | $ 1,123,309 | |||||||
Debt instruments conversion, shares | 1,274,384,329 | |||||||
Debt instrument periodic payment | $ 17,417 | |||||||
Subsequent Event [Member] | ||||||||
Original principal amount | $ 62,041 | |||||||
Number of common stock shares into accrued interest | 501,225,762 | |||||||
Subsequent Event [Member] | LLCWorldwide Strategies, Inc [Member] | ||||||||
Original principal amount | $ 80,000 | |||||||
Payment due to up on execution | 40,000 | |||||||
Debt instrument periodic payment | $ 40,000 | |||||||
Subsequent Event [Member] | December 3, 2016 [Member] | ||||||||
Original principal amount | $ 150,000 | |||||||
Debt maturity date | Dec. 3, 2016 | |||||||
Subsequent Event [Member] | GE Park, LLC [Member] | ||||||||
Original principal amount | $ 250,000 | |||||||
Debt instrument interest rate | 8.00% | |||||||
Common stock par value | $ 0.001 | |||||||
Percentage of convertible debt lowest trading price | 65.00% | |||||||
Percentage of prepayment during period note issued | 130.00% | |||||||
Subsequent Event [Member] | Apollo Management Group, LLC [Member] | ||||||||
Original principal amount | $ 220,000 | $ 104,500 | ||||||
Debt instrument interest rate | 12.00% | |||||||
Common stock par value | $ 0.001 | |||||||
Percentage of convertible debt lowest trading price | 50.00% | |||||||
Sold the note | $ 200,000 | |||||||
Original issuance discount | $ 20,000 | |||||||
Debt maturity date | Apr. 18, 2017 | |||||||
Subsequent Event [Member] | GHS Investments, LLC [Member] | ||||||||
Original principal amount | $ 97,500 | $ 75,000 | ||||||
Debt instrument interest rate | 12.00% | |||||||
Common stock par value | $ 0.001 | |||||||
Percentage of convertible debt lowest trading price | 40.00% | |||||||
Sold the note | $ 75,000 | |||||||
Original issuance discount | $ 22,500 | |||||||
Debt instruments conversion, shares | 90,000,000 | |||||||
Increased percentage of conversion price discount | 10.00% | |||||||
Subsequent Event [Member] | DTC Chill [Member] | ||||||||
Increased percentage of conversion price discount | 5.00% | |||||||
Subsequent Event [Member] | DWAC [Member] | ||||||||
Increased percentage of conversion price discount | 5.00% |