Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 18, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'East Coast Diversified Corporation | ' |
Entity Central Index Key | '0001256540 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 12,409,117,071 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $5,203 | $241 |
Accounts receivable, net | 143,011 | 41 |
Inventory | 249,063 | 251,576 |
Prepaid license fees | 200,000 | 200,000 |
Prepaid expenses | 13,945 | 13,945 |
Assets attributable to disputed subsidiary | 0 | 107,271 |
Total current assets | 611,222 | 573,074 |
Property and equipment, net | 1,570 | 3,540 |
Other assets | ' | ' |
Prepaid license fees | 0 | 37,500 |
Security deposits | 15,408 | 20,000 |
Total other assets | 15,408 | 57,500 |
Total assets | 628,200 | 634,114 |
Current liabilities | ' | ' |
Bank overdraft | 4,247 | 1,889 |
Loans payable, current | 547,739 | 680,795 |
Loans payable - related parties, current | 704,295 | 601,348 |
Due to related party | 0 | 10,120 |
Accounts payable and accrued expenses | 714,051 | 628,970 |
Accrued payroll and related liabilities | 2,729,307 | 2,371,656 |
Deferred revenue | 88,331 | 0 |
Liabilities attributable to disputed subsidiary | 0 | 11,116 |
Total current liabilities | 4,787,970 | 4,305,894 |
Other liabilities | ' | ' |
Loans payable - related parties, non-current | 0 | 72,349 |
Total liabilities | 4,787,970 | 4,378,243 |
Commitments and contingencies: | ' | ' |
Contingent acquisition liabilities | 0 | 1,081,850 |
Amounts payable in common stock | 2,925 | 121,225 |
Derivative liability | 1,575 | 65,275 |
Stockholders' deficit | ' | ' |
Common stock, $0.001 par value, 24,400,000,000 and 5,900,000,000 shares authorized, 12,409,117,011 and 2,221,746,925 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 12,409,117 | 2,221,747 |
Additional paid-in capital | 5,714,716 | 14,949,524 |
Preferred stock issuable | 17,500 | 119,000 |
Common stock issuable | 0 | 4,500 |
Preferred stock subscriptions receivable | -1,087,498 | -1,113,498 |
Accumulated deficit | -21,249,247 | -21,096,462 |
Total East Coast Diversified stockholders' deficit | -3,771,973 | -4,629,700 |
Noncontrolling interest | -392,297 | -382,779 |
Total stockholders' deficit | -4,164,270 | -5,012,479 |
Total liabilities and stockholders' deficit | 628,200 | 634,114 |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock, $0.001 par value, 600,000,000 and 400,000,000 shares authorized: | 423,437 | 285,487 |
Series B Preferred Stock [Member] | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock, $0.001 par value, 600,000,000 and 400,000,000 shares authorized: | $2 | $2 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 600,000,000 | 400,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 24,400,000,000 | 5,900,000,000 |
Common stock, shares issued | 12,409,117,011 | 2,221,746,925 |
Common stock, shares outstanding | 12,409,117,011 | 2,221,746,925 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, shares issued | 423,437,090 | 285,487,091 |
Preferred stock, shares outstanding | 423,437,090 | 285,487,091 |
Series B Preferred Stock [Member] | ' | ' |
Preferred stock, shares issued | 2,169 | 2,169 |
Preferred stock, shares outstanding | 2,169 | 2,169 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Product sales | $45,593 | $101,563 | $100,220 | $155,385 |
License Fees | 0 | 0 | 6,668 | 0 |
Consulting and development | 100,000 | 0 | 100,000 | 0 |
User fees | 7,832 | 5,386 | 22,944 | 13,783 |
Total revenues | 153,425 | 106,949 | 229,832 | 169,168 |
Cost of revenues: | ' | ' | ' | ' |
Product sales | 18,916 | 69,979 | 50,576 | 96,492 |
User fees | 4,731 | 6,757 | 17,806 | 20,076 |
Selling, general and administrative expense | 372,801 | 453,896 | 1,105,532 | 1,522,806 |
Total operating expenses | 396,448 | 530,632 | 1,173,914 | 1,639,374 |
Loss from operations | -243,023 | -423,683 | -944,082 | -1,470,206 |
Other income (expense) | ' | ' | ' | ' |
Interest expense | -51,296 | -125,578 | -267,616 | -460,295 |
Change in derivative liability | 0 | 160,000 | 63,700 | 154,277 |
Total other income (expense) | -51,296 | 34,422 | -203,916 | -306,018 |
Net loss from continuing operations | -294,319 | -389,261 | -1,147,998 | -1,776,224 |
Net loss attributable to noncontrolling interests | 2,361 | 4,459 | 11,098 | 17,708 |
Net loss attributable to East Coast Diversified Corporation | -291,958 | -384,802 | -1,136,900 | -1,758,516 |
Net income from discontinued operations, net of tax | 0 | 0 | 984,115 | 0 |
Total net income (loss) after discontinued operations | ($291,958) | ($384,802) | ($152,785) | ($1,758,516) |
Net loss per share - basic and diluted | $0 | $0 | $0 | ($0.01) |
Weighted average number of shares outstanding during the period - basic and diluted | 12,409,117,071 | 601,870,578 | 8,987,307,849 | 215,198,540 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($152,785) | ($1,758,516) |
Adjustments to reconcile net income (loss) to net cash used in operations: | ' | ' |
Noncontrolling interests | -11,098 | -17,708 |
Depreciation and amortization | 1,970 | 3,166 |
Issuance of loan payable for consulting services | 0 | 78,922 |
Stock issued for services and compensation | 2,096 | 12,900 |
Amortization of prepaid license fee | 37,500 | 37,500 |
Gain on disposal of discontinued operations | -984,115 | 0 |
Accretion of beneficial conversion feature on convertible notes payable as interest | 220,061 | 400,424 |
Change in derivative liability | -63,700 | -154,277 |
Interest accrued on loans payable | 47,555 | 56,626 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | -142,970 | -21,967 |
Inventory | 2,513 | 45,353 |
Prepaid expenses | 0 | -7,212 |
Security deposits | 4,592 | 0 |
Bank overdraft, net | 2,358 | 31,677 |
Due to related party | -10,120 | -39,986 |
Accounts payable and accrued expenses | 85,081 | 98,913 |
Accrued payroll and related liabilities | 357,651 | 564,396 |
Deferred revenue | 88,331 | 0 |
Net cash used in operating activities | -515,080 | -669,789 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 0 | 20,000 |
Proceeds from common stock subscriptions | 0 | 14,000 |
Repurchase of common stock | 0 | -5,000 |
Proceeds from issuance of preferred stock | 120,000 | 184,000 |
Proceeds from preferred stock subscriptions | 71,500 | 91,500 |
Proceeds from loans payable | 157,850 | 302,500 |
Repayments on loans payable | -2,800 | -2,000 |
Proceeds from loans payable - related party | 173,492 | 65,157 |
Net cash from financing activities | 520,042 | 670,157 |
Net increase (decrease) in cash | 4,962 | 368 |
Cash at beginning of period | 241 | 0 |
Cash at end of period | 5,203 | 368 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 0 | 3,245 |
Cash paid for taxes | 0 | 0 |
Non-cash investing and financing activities: | ' | ' |
Issuance of 7,674,970,146 and 1,210,999,766 shares of common stock in conversion of loans payable, respectively | 428,418 | 219,159 |
Issuance of 17,000,000 shares of Series A preferred stock in conversion of loans payable | 34,000 | 0 |
Issuance of 675,304,000 shares of common stock in conversion of loans payable - related parties | 20,808 | 0 |
Issuance of 15,833,333 shares of Series A preferred stock in conversion of loans payable - related parties | 0 | 115,000 |
Issuance of 15,000,000 shares of common stock previously held as common stock issuable | 4,500 | 0 |
Issuance of 63,449,999 shares of Series A preferred stock previously held as preferred stock issuable | 147,000 | 0 |
Issuance of 1,820,000,000 and 101,300,000 shares of common stock in settlement of loans and accounts payable converted to Amounts payable in common stock, respectively | 118,300 | 113,000 |
Beneficial conversion feature of convertible notes payable | 215,390 | 345,590 |
Issuance of 35,833,333 shares of series A preferred stock in conversion of accrued salaries | 0 | 160,500 |
Reduction of acquisition liabilities due to conversion of 39,050 shares of Series A preferred stock to 6,219,000 shares of common stock | $0 | $23,123 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' |
Issuance of 7,674,970,146 and 1,210,999,766 shares of common stock in conversion of loans payable, respectively | 7,674,970,146 | 1,210,999,766 |
Issuance of 17,000,000 shares of Series A preferred stock in conversion of loans payable | 17,000,000 | ' |
Issuance of 675,304,000 shares of common stock in conversion of loans payable - related parties | 675,304,000 | ' |
Issuance of 15,833,333 shares of Series A preferred stock in conversion of loans payable - related parties | ' | 15,833,333 |
Issuance of 15,000,000 shares of common stock previously held as common stock issuable | 15,000,000 | ' |
Issuance of 63,449,999 shares of Series A preferred stock previously held as preferred stock issuable | 63,449,999 | ' |
Issuance of 1,820,000,000 and 101,300,000 shares of common stock in settlement of loans and accounts payable converted to Amounts payable in common stock, respectively | 1,820,000,000 | 101,300,000 |
Issuance of 35,833,333 shares of series A preferred stock in conversion of accrued salaries | ' | 35,833,333 |
Reduction of acquisition liabilities due to conversion of 39,050 shares of Series A preferred stock to 6,219,000 shares of common stock, shares converted | ' | 39,050 |
Reduction of acquisition liabilities due to conversion of 39,050 shares of Series A preferred stock to 6,219,000 shares of common stock, shares issued | ' | 6,219,000 |
1_Organization_Presentation_an
1. Organization, Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
1. Organization, Presentation and Going Concern | ' |
Organization | |
East Coast Diversified Corp. (the "Company") was incorporated in Florida on May 27, 1994 as Plantastic Corp. In June 2003, the Company changed its name to East Coast Diversified Corporation from Lifekeepers International, Inc. and changed its domicile to Nevada. | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. All intercompany transactions and accounts have been eliminated in consolidation. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. | |
These unaudited consolidated financial statements should be read in conjunction with our 2013 audited annual financial statements included in our annual report on Form 10-K, filed with the SEC on April 15, 2014. | |
Going Concern | |
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $21,249,247 at September 30, 2014, a net loss and net cash used in operations of $1,136,900 and $515,080, respectively, for the nine months ended September 30, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate revenues, and continue to raise additional investment capital. No assurance can be given that the Company will be successful in these efforts. | |
The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans will afford the Company the opportunity to continue as a going concern. |
2_Discontinued_Subsidiary
2. Discontinued Subsidiary | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
2. Discontinued Subsidiary | ' | ||||||||
During the fourth quarter of 2012, the management of the Company’s subsidiary, Rogue Paper, Inc. (“Rogue Paper”) effectively shut-down operations, denied the Company access to financial records, refused to participate in shareholder or management meetings and all members of Rogue Paper management resigned on January 25, 2013. No legal action has been taken by either Rogue Paper or the Company. As current financial records have not been available since September 30, 2012, the Company has treated the balance sheets and results of operations of Rogue Paper as of and for the period ended December 31, 2013 as a discontinued operation. | |||||||||
In connection with the acquisition of Rogue Paper, the Company agreed to redeem the Preferred Shares held by the former Rogue Paper shareholders’ for cash of $0.60 per share and had an option to purchase the remaining forty-nine percent (49%) of Rogue Paper Common Shares for cash, at a price of $0.03 per share. During the year ended December 31, 2013, the Company issued 6,219,000 shares of common stock to unrelated parties for the conversion and return of 39,050 shares of Series A preferred stock resulting in a reduction in the acquisition liability of $23,123, resulting in a remaining liability of $1,081,850 at December 31, 2013. | |||||||||
Effective March 31, 2014, the Company’s management believed that the net assets of Rogue Paper were not recoverable and, as such, the Company has accounted for the disputed assets and liabilities as if they have been disposed. Additionally, the Company believes the contingent acquisition liabilities no longer exist. The net effect of these transactions results in a gain from discontinued operations of $984,115. | |||||||||
Assets and liabilities of the discontinued subsidiary as of September 30, 2014 and December 31, 2013 were as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Total assets | $ | -0- | $ | 107,271 | |||||
Total liabilities | $ | -0- | $ | 11,116 | |||||
3_Loans_Payable
3. Loans Payable | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
3. Loans Payable | ' | ||||||||
Loans payable at September 30, 2014 and December 31, 2013 consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Unsecured $30,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due October 17, 2012. During the year ended December 31, 2012, $28,000 of the note balance was converted to common stock. During the year ended December 31, 2013, the remaining $2,000 of the note was converted to common stock. Accrued interest is equal to $2.905 at December 31, 2013. During the nine months ended September 30, 2014, the remaining accrued interest of $2,905 was forgiven by the lender. | $ | – | $ | 2,905 | |||||
On February 17, 2012, Panache Capital, LLC entered into an agreement to purchase $50,000 of the note payable to Azfar Haque. The Company exchanged the original note to Mr. Haque with a new note to Pananche which bears interest at 10% per annum and was due February 17, 2013. During the year ended December 31, 2012, $44,348 of the note was converted to common stock. Accrued interest is equal to $1,820 and $1,396 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 7,472 | 7,048 | |||||||
Unsecured $70,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and due was October 24 2013. Accrued interest is equal to $22,555 and $16,244 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 92,555 | 86,244 | |||||||
Unsecured $16,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due May 3, 2013. Accrued interest is equal to $4,760 and $3,317 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 20,760 | 19,317 | |||||||
Unsecured $12,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due February 5, 2013. During the year ended December 31, 2013, $6,210 of the note was converted to common stock. Accrued interest is equal to $2,492 and $1,970 at September 30, 2014 and December 31, 2013. This note is in default at September 30, 2014. | 8,282 | 7,760 | |||||||
Unsecured $15,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due March 26, 2013. Accrued interest is equal to $4,016 and $2,663 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 19,016 | 17,663 | |||||||
Unsecured $40,000 convertible note payable to Southridge Partners II LP, which bears interest at 5% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note balance and accrued interest of $1,203 was converted to common stock. Accrued interest is equal to $4,191 at December 31, 2013. | – | 44,191 | |||||||
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,520 at December 31, 2013. | – | 16,520 | |||||||
Unsecured $39,647 note payable to Azfar Hague, which bears interest at 9% per annum and was due April 25, 2013. $20,000 of this note was purchased by Tangiers Investment Group, LLC on July 26, 2013. During the nine months ended September 30, 2014, $9,000 of the note was converted to common stock. Accrued interest is equal to $4,201 and $3,379 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 14,848 | 23,026 | |||||||
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,398 at December 31, 2013. | – | 16,398 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due August 13, 2013. During the year ended December 31, 2013, $3,300 of the note was converted to common stock. During the nine months ended September 30, 2014, the remaining balance of the note, including accrued interest, of $30,500 was converted to common stock. Accrued interest is equal to $2,874 at December 31, 2013. | – | 32,074 | |||||||
Unsecured $9,000 convertible note payable to Star City Capital LLC, which bears interest at 12% per annum and was due December 3, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $10,290 was converted to common stock. Accrued interest is equal to $1,179 at December 31, 2013. | – | 10,179 | |||||||
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,312 at December 31, 2013. | – | 16,312 | |||||||
Unsecured $25,000 convertible note payable to Southridge Partners II LP, which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $27,317 was converted to common stock. Accrued interest is equal to $2,125 at December 31, 2013. | – | 27,125 | |||||||
On December 12, 2012, Star City Capital LLC entered into an agreement to purchase $19,700 of a note payable to Bulldog Insurance. The note bears interest at 8% per annum and is due on demand. During the year ended December 31, 2013, $18,018 of the note, including accrued interest, was converted to common stock. During the nine months ended September 30, 2014, the remainder of the note, including accrued interest, of $2,851 was converted to common stock. | – | 2,407 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due November 1, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $33,800 was converted to common stock. Accrued interest is equal to $2,351 at December 31, 2013. | – | 34,851 | |||||||
Unsecured $35,000 convertible note payable to Lucosky Brookman LLP, which bears interest at 12% per annum and due on demand. Accrued interest is equal to $6,534 and $3,378 at September 30, 2014 and December 31, 2013, respectively. | 41,534 | 38,378 | |||||||
Unsecured $43,922 convertible note payable to Lucosky Brookman LLP, which bears interest at 12% per annum and due on demand. Accrued interest is equal to $8,198 and $4,238 at September 30, 2014 and December 31, 2013, respectively. | 52,120 | 48,160 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due January 31, 2014. During the six months ended June 30, 2014, $7,988 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,501 at December 31, 2013. Accrued interest is equal to $3,465 and $1,752 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 27,977 | 30,751 | |||||||
Unsecured $7,000 note payable to Andre Fluellen, which calls for flat interest of $1,500 at maturity and was due October 30, 2013. This note is in default at September 30, 2014. | 8,500 | 8,500 | |||||||
On May 6, 2013, WHC Capital, LLC entered into an agreement to purchase $50,000 of notes payable to Bulldog Insurance. The note bears interest at 8% per annum and was due March 6, 2014. During the year ended December 31, 2013, $20,612 of the note was converted to common stock. During the nine months ended September 30, 2014, $31,494 of the note and accrued interest was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $8,748 at December 31, 2013. Accrued interest is equal to $3,297 at December 31, 2013, respectively. This note is in default at September 30, 2014. | – | 23,937 | |||||||
Unsecured $20,000 convertible note payable to WHC Capital, LLC., which bears interest at 8% per annum and was due March 9, 2014. The note is discounted for its unamortized beneficial conversion feature of $3,661 at December 31, 2013. Accrued interest is equal to $2,236 and $1,034 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 22,236 | 17,373 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due March 3, 2014. During the nine months ended September 30, 2014, $7,500 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $6,316 at December 31, 2013. Accrued interest is equal to $3,258 and $1,531 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 28,258 | 27,715 | |||||||
Unsecured $7,500 note payable to Andre Fluellen, which calls for flat interest of $1,400 at maturity and was due December 1, 2013. This note is in default at September 30, 2014. | 8,900 | 8,900 | |||||||
Unsecured $10,000 note payable to Sammie Hill, III, which calls for flat interest of $2,000 at maturity and was due December 15, 2013. During the nine months ended September 30, 2014, the note and accrued interest was converted to common stock. | – | 12,000 | |||||||
Unsecured $5,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and is due June 21, 2014. The note is discounted for its unamortized beneficial conversion feature of $2,356 at December 31, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $5,068 was converted to common stock. Accrued interest is equal to $264 at December 31, 2013. | – | 2,908 | |||||||
Unsecured $12,000 note payable to Bulldog Insurance, which bears interest at 7% per annum and was due December 1, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $433 at December 31, 2013. | – | 12,433 | |||||||
Unsecured $3,000 note payable to Andre Fluellen, which calls for flat interest of $500 at maturity and was due December 1, 2013. This note is in default at September 30, 2014. | 3,500 | 3,500 | |||||||
Unsecured $3,000 note payable to Andre Fluellen, which calls for flat interest of $150 at maturity and was due February 22, 2014. Accrued interest is equal to $150 and $106 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 3,150 | 3,106 | |||||||
Unsecured $14,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and is due May 5, 2014. The note is discounted for its unamortized beneficial conversion feature of $6,202 at December 31, 2013. Accrued interest is equal to $1,328 and $457 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 15,828 | 8,755 | |||||||
Unsecured $8,500 non-interest bearing note payable to Azfar Hague due February 5, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. | – | 8,500 | |||||||
Unsecured $10,000 non-interest bearing note payable to Azfar Hague due February 20, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. | – | 10,000 | |||||||
Unsecured $8,500 note payable to Bulldog Insurance, which bears interest at 5% per annum and due February 28, 2014. During the six months ended June 30, 2014, $3,000 of the note was converted to common stock. Accrued interest is equal to $368 and $142 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 5,868 | 8,642 | |||||||
Unsecured $6,500 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and was due July 25, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, of $6,527 was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,668 at December 31, 2013. Accrued interest is equal to $283 at December 31, 2013. | – | 3,115 | |||||||
On July 26, 2013, Tangiers Investment Group, LLC entered into an agreement to purchase $20,000 of notes payable to Azfar Hague. The note bears interest at 10% per annum and was due July 26, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $11,342 at December 31, 2013. Accrued interest is equal to $866 at December 31, 2013. | – | 9,524 | |||||||
Unsecured $5,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and was due August 2, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, of $5,027 was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $2,931 at December 31, 2013. Accrued interest is equal to $207 at December 31, 2013. | – | 2,276 | |||||||
Unsecured $5,000 convertible note payable to WHC Capital, LLC., which bears interest at 8% per annum and was due August 12, 2014. The note is discounted for its unamortized beneficial conversion feature of $3,068 at December 31, 2013. Accrued interest is equal to $456 and $155 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 5,456 | 2,087 | |||||||
On January 3, 2013, Black Arch Opportunity Fund LP entered into an agreement to purchase $18,737 of notes payable to Bulldog Insurance. The note bears interest at 12% per annum and is was due December 1, 2013. During the year ended December 31, 2013, $9,466 of the note, including accrued interest, was converted to common stock. During the nine months ended September 30, 2014, the remainder of the note, including accrued interest, was converted to common stock. Accrued interest is equal to $1,088 at December 31, 2013. | – | 11,265 | |||||||
Unsecured $20,000 convertible note payable to CJ Mosley, which calls for flat interest of $1,800 due at maturity and was due April 28, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $5,650 at December 31, 2013. Accrued interest is equal to $600 at December 31, 2013. | – | 14,950 | |||||||
Unsecured $7,700 convertible note payable to Andre Fluellen, which calls for flat interest of $770 due at maturity and was due June 21, 2014. Accrued interest is equal to $546 at September 30, 2014. This note is in default at September 30, 2014. | 8,246 | – | |||||||
Unsecured $3,450 non-interest bearing note payable to Azfar Hague due September 20, 2014. This note is in default at September 30, 2014. | 3,450 | – | |||||||
Unsecured $2,000 non-interest bearing note payable to Bulldog Insurance due September 26, 2014. This note is in default at September 30, 2014. | 2,000 | – | |||||||
Unsecured $29,000 convertible note payable to LG Capital Funding, LLC., which bears interest at 8% per annum and is due March 17, 2015. The note is discounted for its unamortized beneficial conversion feature of $13,348 at September 30, 2014. Accrued interest is equal to $1,252 at September 30, 2014. | 16,904 | – | |||||||
On March 17, 2014, LG Capital Funding, LLC entered into an agreement to purchase $40,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and was due March 17, 2015. During the nine months ended September 30, 2014, the the note and accrued interest was converted to common stock. | – | – | |||||||
On March 27, 2014, Microcap Equity Group LLC entered into an agreement to purchase $25,000 of notes payable to Frank Russo. The note bears interest at 10% per annum and was due on demand. During the nine months ended September 30, 2014, the the note was converted to common stock. | – | – | |||||||
Unsecured $18,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 8% per annum and is due March 27, 2015. The note is discounted for its unamortized beneficial conversion feature of $8,778 at September 30, 2014. Accrued interest is equal to $738 at September 30, 2014. | 9,960 | – | |||||||
On March 27, 2014, Tangiers Investment Group, LLC. entered into an agreement to purchase $15,000 of notes payable to Frank Russo. The note bears interest at 10% per annum and was due March 27, 2015. During the nine months ended September 30, 2014, the the note and accrued interest was converted to common stock. | – | – | |||||||
Unsecured $6,000 note payable to Andre Fluellen, which bears interest at 10% per annum and is due June 21, 2015. Accrued interest is equal to $166 at September 30, 2014. | 6,166 | – | |||||||
Unsecured $10,000 note payable to Falmouth Street Holdings, LLC, which bears interest at 10% per annum and is due on demand. Accrued interest is equal to $474 at September 30, 2014. | 10,474 | – | |||||||
On April 9, 2014, GEL Properties, LLC entered into an agreement to purchase $24,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and is due April 9, 2015. During the nine months ended September 30, 2014, $16,500 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,915 at September 30, 2014. Accrued interest is equal to $582 at September 30, 2014. | 4,167 | – | |||||||
Unsecured $5,000 note payable to Israek Idonije, which is noninterest bearing and was due July 3, 2014. During the nine months ended September 30, 2014, $2,800 was repaid on the loan and $1,875 of penalty interst was accrued at September 30, 2014. This note is in default at September 30, 2014. | 4,075 | – | |||||||
On May 7, 2014, LG Capital Funding, LLC entered into an agreement to purchase $40,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and is due May 7, 2015. The note is discounted for its unamortized beneficial conversion feature of $23,999 at September 30, 2014. Accrued interest is equal to $1,280 at September 30, 2014. | 17,281 | – | |||||||
Unsecured $12,5000 convertible note payable to Microcap Equity Group LLC, which bears interest at 12% per annum and is due October 8, 2014. The note is discounted for its unamortized beneficial conversion feature of $546 at September 30, 2014. Accrued interest is equal to $719 at September 30, 2014. | 12,673 | – | |||||||
Unsecured $4,200 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 8% per annum and is due April 8, 2015. The note is discounted for its unamortized beneficial conversion feature of $2,186 at September 30, 2014. Accrued interest is equal to $161 at September 30, 2014. | 2,175 | – | |||||||
Unsecured $20,000 promissory note payable to Health Information Systems Fund, LLC, which bears interest at 80% per annum and is due October 21, 2014. If the note is not repaid on its due date, penalty interest of 120% per annum shall be accrued until the note is paid. Accrued interest is equal to $3,112 at September 30, 2014. | 23,112 | ||||||||
Unsecured $5,000 note payable to Andre Fluellen, which bears interest at 10% per annum and is due September 9, 2015. Accrued interest is equal to $29 at September 30, 2014. | 5,029 | ||||||||
Unsecured $35,000 promissory note payable to Health Information Systems Fund, LLC, which bears interest at 80% per annum and is due December 20, 2014. If the note is not repaid on its due date, penalty interest of 120% per annum shall be accrued until the note is paid. Accrued interest is equal to $767 at September 30, 2014. | 35,767 | ||||||||
Total Loans Payable | $ | 547,739 | $ | 680,795 | |||||
The Company accrued interest expense of $25,642 and $47,144 for the nine months ended September 30, 2014 and 2013, respectively, on the above loans. Accrued interest is included in the loan balances. | |||||||||
The Company borrowed $97,850 and $302,500 during the nine months ended September 30, 2014 and 2013, respectively. During the nine months ended September 30, 2014, the Company converted $428,418 of loans payable into 7,674,970,146 shares of the Company’s common stock and $34,000 of loans into 17,000,000 shares of the Company’s Series A preferred stock. During the nine months ended September 30, 2013, the Company converted $219,159 of loans payable into 1,210,999,766 shares of the Company’s common stock. |
4_Related_Parties
4. Related Parties | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
4. Related Parties | ' | ||||||||
Loans payable – related parties at September 30, 2014 and December 31, 2013 consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Unsecured non-interest bearing notes payable, due on demand, to Frank Russo, a shareholder and former Director of the Company. During the year ended December 31, 2013, $60,000 of the note balance was converted to Series A preferred stock. During the nine months ended September 30, 2014, Mr. Russo loaned the Company an additional $28,800, $60,808 of the note was converted to common stock, and $104,000 was purchased by four unrelated parties. | $ | 165,421 | $ | 301,429 | |||||
Unsecured notes payable to Edward Eppel, a shareholder and Director of the Company, which bears interest at 10% per annum and is due on demand. During the year ended December 31, 2013, $80,000 of the note was converted to Series A preferred stock. During the nine months ended September 30, 2014, Mr Eppel loaned the Company an additional $40,092. Accrued interest is equal to $70,292 and $60,789, respectively. | 244,544 | 189,950 | |||||||
Unsecured $20,000 note payable to Robert Saidel, which bears interest at 7% per annum and due December 1, 2013. Accrued interest is equal to $1,547 and $1,900 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 21,900 | 20,848 | |||||||
Unsecured $7,500 note payable to Robert Saidel, which bears interest at 7% per annum and due January 8, 2014. Accrued interest is equal to $647 and $253 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 8,147 | 7,753 | |||||||
Unsecured $10,000 note payable to Robert Saidel, which bears interest at 7% per annum and due February 16, 2014. Accrued interest is equal to $788 and $262 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 10,788 | 10,262 | |||||||
Unsecured $4,000 note payable to Robert Saidel, which bears interest at 7% per annum and due March 9, 2014. Accrued interest is equal to $298 and $87 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 4,298 | 4,087 | |||||||
Unsecured $137,833 note payable to Robert Saidel, which bears interest at 7% per annum and due April 25, 2014. Accrued interest is equal to $8,784 and $1,535 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 146,617 | 139,368 | |||||||
Unsecured $10,000 note payable to Robert Saidel, which bears interest at 7% per annum and due February 28, 2015. Accrued interest is equal to $405 at September 30, 2014. | 10,405 | – | |||||||
Unsecured $20,000 note payable to Frank Russo, which bears interest at 7% per annum and due April 3, 2015. Accrued interest is equal to $863 at September 30, 2014. | 25,863 | – | |||||||
Unsecured $63,250 notes payable to Frank Russo, which bear interest at 7% per annum and due May 1, 2015 through June 25, 2015. Accrued interest is equal to $1,712 at September 30, 2014. | 64,962 | – | |||||||
Unsecured $1,350 note payable to Frank Russo, which bears interest at 7% per annum and due May 30, 2015. | 1,350 | – | |||||||
Total | 704,295 | 673,697 | |||||||
Less current portion | (704,295 | ) | (601,348 | ) | |||||
Loan payable - related parties, non-current | $ | – | $ | 72,349 | |||||
Frank Russo, a shareholder and former Director of the Company, is a holder of an unsecured non-interest bearing note of the Company. At December 31, 2013, $301,429 was due to Mr. Russo. During the nine months ended September 30, 2014, the Company converted $20,808 of the note into 675,304,000 shares of common stock and Mr. Russo sold $144,000 of the note to unrelated parties. Mr. Russo also loaned the Company $118,400 during the nine months ended September 30, 2014 and is a holder of multiple notes which bear interest at 7% per annum and are due on various dates through June 25, 2015. $2,575 of interest was accrued and included in the loan balances for the nine months ended September 30, 2014. | |||||||||
Edward Eppel, a Director of the Company, is a holder of a note of the Company which bears interest at 10% per annum. At December 31, 2013, $189,950 was due to Mr. Eppel. The Company borrowed $45,092 from Mr. Eppel during the nine months ended September 30, 2014. $9,502 of interest was accrued and included in the loan balance for the nine months ended September 30, 2014. | |||||||||
Robert Saidel, a shareholder of the Company, is a holder of notes of the Company which bear interest at 10% per annum. At December 31, 2013, $182,318 was due to Mr. Saidel. The Company borrowed $10,000 from Mr. Saidel during the nine months ended September 30, 2014. $9,837 of interest was accrued and included in the loan balance for the nine months ended September 30, 2014. | |||||||||
During the nine months ended September 30, 2014, Mr. Anis Sherali, a Director of the Company, purchased 15,000,000 shares of the Company’s common stock for $4,500 and 63,374,999 shares of the Company’s Series A preferred stock for $145,500. |
5_Amounts_Payable_in_Common_St
5. Amounts Payable in Common Stock and Derivative Liability | 9 Months Ended |
Sep. 30, 2014 | |
Other Liabilities Disclosure [Abstract] | ' |
5. Amounts Payable in Common Stock and Derivative Liability | ' |
During the year ended December 31, 2012, Ironridge Global IV, Ltd. (“Ironridge”) purchased $826,367 of accounts payable and $241,978 of loans payable, for a total of $1,068,345, from certain creditors of the Company. On April 20, 2012, the Superior Court of the State of California for the County of Los Angeles, Central District approved a Stipulation for Settlement of Claims (the “Settlement of Claims”) in the favor of Ironridge. The Settlement of Claims calls for the amount to be paid by issuance of the Company’s common stock. The number of shares of the common stock is to be calculated based on the volume weighted average price (“VWAP”) of the common stock over the calculation period, not to exceed the arithmetic average of the individual daily VWAPs of any five trading days during the calculation period, less a discount of 35%. The calculation period is defined as the period from the approval of the Settlement of Claims until the settlement is completed. | |
As the terms of the settlement include issuing common stock at a 35% discount to the conversion price, a derivative liability for the discount was established at the time of the Settlement of Claims of $575,263, which was charged to operations during the year ended December 31, 2012 as a loss on conversion of debt. The derivative liability is revalued at the end of each reporting period with any change in the liability being charged to operations. | |
As common stock is issued in installments on the settlement, the Amounts Payable in Common Stock and the Derivative Liability will be reduced accordingly. During the nine months ended September 30, 2014, 1,820,000,000 shares of common stock, with a market value of $182,000, were issued to Ironridge in settlement of $118,300 of the liability, resulting in the reduction of the derivative liability of $63,700. During the nine months ended September 30, 2013, 101,300,000 shares of common stock, with a market value of $113,000, were issued to Ironridge in settlement of $173,730 of the liability, resulting in the reduction of the derivative liability of $154,277. |
6_Stockholders_Deficit
6. Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
6. Stockholders' Deficit | ' |
Authorized Capital | |
The Company has 24,400,000,000 authorized shares of Common Stock at $0.001 par value and 600,000,000 authorized shares of Preferred Stock at par value of $0.001 per share. | |
On September 17, 2010, the Board authorized the creation of a common stock incentive plan (the “2010 Stock Incentive Plan”) for our management and consultants. The Company registered twenty five million (25,000,000) shares of its common stock pursuant to the 2010 Stock Incentive Plan on Form S-8 filed with the Commission on September 27, 2010. As of September 30, 2014, no options have been granted under the plan. | |
Preferred Stock Issued for Cash | |
During the nine months ended September 30, 2014, the Company issued 57,500,000 Series A preferred shares for cash of $120,000. | |
Preferred Stock Issuable for Subscriptions | |
During the nine months ended September 30, 2014, the Company received cash of $45,500 for 20,847,999 Series A preferred shares. Also during the nine months ended September 30, 2014, the Company issued 63,449,999 of the issuable shares of Series A preferred stock to the shareholders at a value of $147,000. As of September 30, 2014, there were a total of 8,750,000 shares of Series A preferred stock, representing $17,500, remaining to be issued. | |
Preferred Stock Issued in Conversion of Debt | |
During the nine months ended September 30, 2014, the Company issued 17,000,000 shares of Series A preferred stock in the conversion of $34,000 of notes payable to unrelated parties (see Note 3 – Loans Payable). | |
Common Stock Issuable for Subscriptions | |
During the nine months ended September 30, 2014, the Company issued 15,000,000 of the issuable shares of common stock to the shareholder at a value of $4,500. | |
Common Stock Issued in Conversion of Debt | |
During the nine months ended September 30, 2014, the Company issued 7,674,970,146 shares of common stock in the conversion of $428,418 of notes payable to unrelated parties (see Note 3 – Loans Payable). | |
During the nine months ended September 30, 2014, the Company issued 675,304,000 shares of common stock in the conversion of $20,808 of notes payable to related parties (see Note 4 – Related Parties). | |
During the nine months ended September 30, 2014, the Company issued 1,820,000,000 shares of common stock to Ironridge in settlement of $118,300 of amounts payable in common stock. | |
Common Stock Issued for Services | |
During the nine months ended September 30, 2014, the Company issued 2,096,000 shares of common stock to an unrelated party for services of $2,096, or an average price of $0.001 per share based on the fair value of the shares at the time of issuance. |
7_Commitments_and_Contingencie
7. Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
7. Commitments and Contingencies | ' | ||||
Operating Leases | |||||
The Company leases its office facilities in Marietta, Georgia. The term of the lease is 66 months with escalating lease payments beginning at $2,163 per month. At September 30, 2014, future minimum lease payments under the lease are as follows: | |||||
2014 | 6,888 | ||||
2015 | 28,366 | ||||
2016 | 29,219 | ||||
2017 | 15,054 | ||||
$ | 79,527 | ||||
Rent expense was $22,412 and $22,946 for the nine months ended September 30, 2014 and 2013, respectively. | |||||
Acquisition Liabilities | |||||
Pursuant to the RP Share Exchange Agreement with Rogue Paper, Inc., commencing nine months from October 23, 2011 (the “Execution Date”), both the Company and the holders of the Preferred Shares shall have the option to redeem any portion of such holders Preferred Shares for cash, at a price of sixty cents ($0.60) per share, or $1,075,000. Commencing twenty four (24) months from the Execution date, holders of the remaining forty-nine percent (49%) of Rogue Paper Common Shares, have the option to have such shares redeemed by the Company for cash, at a price of $0.03 per share, or $29,973. During the nine months ended September 30, 2014, the Company issued 6,219,000 shares of common stock to unrelated parties for the conversion and return of 39,050 shares of Series A preferred stock resulting in a reduction in the acquisition liability of $23,123 resulting in a remaining liability of $1,081,850 at December 31, 2013. | |||||
Effective March 31, 2014, the Company’s management believed that the net assets of Rogue Paper were not recoverable and, as such, the Company has accounted for the disputed assets and liabilities as if they have been disposed. Additionally, the Company believes the contingent acquisition liabilities no longer exist. The net effect of these transactions results in a gain from discontinued operations of $984,115. | |||||
License Agreements | |||||
On October 5, 2011, the Company entered into a license with BBGN&K LLC (“BBGN&K”) for the rights to use certain patented technologies of BBGN&K. The license agreement calls for royalty payments beginning in 2012 of 8% of the revenue generated from the use of the license, to be paid quarterly. Royalty expense was $3,236 and $-0- for the nine months ended September 30, 2014 and 2013, respectively. | |||||
On August 5, 2012, the Company entered into a license agreement with Web Asset, LLC (“Web Asset”) for the rights to use certain social media concept and idea created by Mr. Kayode Aladesuyi. The license agreement calls for royalty payments of 49% of the revenues earned by the Company in its use of the social media concept after the Company has earned its first $2,000,000 of revenue, payable quarterly. No royalty payments have been made as of September 30, 2014. | |||||
On February 28, 2014, the Company’s subsidiary, Student Connect, Inc. (“Student Connect”), entered into a 5 year licensing agreement with Nueva Tech, LLC (“Nueva Tech”). Under the terms of the agreement, Student Connect will receive a one-time licensing fee of $100,000, of which $50,000 has been received and the remaining $50,000 is due within 90 days of the date of the agreement. Nueva Tech is appointed a Master Distributor of the Company’s products and granted an exclusive license to sell the products in the state of California, as well as a nonexclusive license to sell the Company’s products in Arizona, Washington, Oregon, Nevada, New Mexico, and Hawaii. All advertisement revenue generated will be shared, net of communication costs, 40% to Student Connect and 60% to Nueva Tech. Revenue from the license fee is recognized ratably over the 5 year term. | |||||
On March 27, 2014, the Company’s subsidiary, Student Connect entered into a 5 year licensing agreement with Smart1st, a Beirut, Lebanon corporation. Under the terms of the agreement, Smart1st is appointed a Master Distributor of the Company’s products and granted an exclusive license to sell the products in the country of Lebanon. All advertisement revenue generated will be shared, net of communication costs, 40% to Student Connect and 60% to Smart1st. | |||||
On August 20, 2014, the Company’s subsidiary, Student Connect entered into a 5 year licensing agreement with InGlobs Ltd. (“InGlobs”), a Beirut, Lebanon corporation. Under the terms of the agreement, InGlobs is appointed a Regional Licensee with the right to market, secure and establish a distributor network on behalf of the Company’s products throughout the Middle East, excluding Lebanon. The Regional licensee shall receive 1) a commission of 35% of all residual service revenue paid to StudentConnect by Licensees and Distributors in the region, 2) a 25% commission on all revenue received by StudentConnect from advertising revenue generated within the territory defined herein, 3) a 25% commission on all licensing fees received from the grant of distribution rights granted within the territory as defined herein, and 4) a 10% commission on all hardware purchases by all distributors within the territory. Under the terms of the agreement, InGlobs has agreed to pay $100,000 for a one-time customization fee of the operating software. As of September 30, 2014, $20,000 of the fee has been paid by InGlobs Ltd. while the remaining $80,000 will be withheld monthly from payments due to InGlobs under the agreement. The software customization was completed and provided to InGlobs and, as such, has been included in revenue for the three and nine months ended September 30, 2014. |
8_Subsequent_Events
8. Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
8. Subsequent Events | ' |
The Company has evaluated subsequent events through the date the financial statements were issued and filed with Securities and Exchange Commission. The Company has determined that there are no other events that warrant disclosure or recognition in the financial statements. |
1_Organization_Presentation_an1
1. Organization, Presentation and Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. All intercompany transactions and accounts have been eliminated in consolidation. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. | |
These unaudited consolidated financial statements should be read in conjunction with our 2013 audited annual financial statements included in our annual report on Form 10-K, filed with the SEC on April 15, 2014. | |
Going Concern | ' |
Going Concern | |
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had an accumulated deficit of $21,249,247 at September 30, 2014, a net loss and net cash used in operations of $1,136,900 and $515,080, respectively, for the nine months ended September 30, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate revenues, and continue to raise additional investment capital. No assurance can be given that the Company will be successful in these efforts. | |
The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans will afford the Company the opportunity to continue as a going concern. |
2_Discontinued_Subsidiary_Tabl
2. Discontinued Subsidiary (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Discontinued subsidiary assets and liabilities | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Total assets | $ | -0- | $ | 107,271 | |||||
Total liabilities | $ | -0- | $ | 11,116 |
3_Loans_Payable_Tables
3. Loans Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Loans payable | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Unsecured $30,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due October 17, 2012. During the year ended December 31, 2012, $28,000 of the note balance was converted to common stock. During the year ended December 31, 2013, the remaining $2,000 of the note was converted to common stock. Accrued interest is equal to $2.905 at December 31, 2013. During the nine months ended September 30, 2014, the remaining accrued interest of $2,905 was forgiven by the lender. | $ | – | $ | 2,905 | |||||
On February 17, 2012, Panache Capital, LLC entered into an agreement to purchase $50,000 of the note payable to Azfar Haque. The Company exchanged the original note to Mr. Haque with a new note to Pananche which bears interest at 10% per annum and was due February 17, 2013. During the year ended December 31, 2012, $44,348 of the note was converted to common stock. Accrued interest is equal to $1,820 and $1,396 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 7,472 | 7,048 | |||||||
Unsecured $70,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and due was October 24 2013. Accrued interest is equal to $22,555 and $16,244 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 92,555 | 86,244 | |||||||
Unsecured $16,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due May 3, 2013. Accrued interest is equal to $4,760 and $3,317 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 20,760 | 19,317 | |||||||
Unsecured $12,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due February 5, 2013. During the year ended December 31, 2013, $6,210 of the note was converted to common stock. Accrued interest is equal to $2,492 and $1,970 at September 30, 2014 and December 31, 2013. This note is in default at September 30, 2014. | 8,282 | 7,760 | |||||||
Unsecured $15,000 convertible note payable to Hanover Holdings I, LLC, which bears interest at 12% per annum and was due March 26, 2013. Accrued interest is equal to $4,016 and $2,663 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 19,016 | 17,663 | |||||||
Unsecured $40,000 convertible note payable to Southridge Partners II LP, which bears interest at 5% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note balance and accrued interest of $1,203 was converted to common stock. Accrued interest is equal to $4,191 at December 31, 2013. | – | 44,191 | |||||||
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,520 at December 31, 2013. | – | 16,520 | |||||||
Unsecured $39,647 note payable to Azfar Hague, which bears interest at 9% per annum and was due April 25, 2013. $20,000 of this note was purchased by Tangiers Investment Group, LLC on July 26, 2013. During the nine months ended September 30, 2014, $9,000 of the note was converted to common stock. Accrued interest is equal to $4,201 and $3,379 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 14,848 | 23,026 | |||||||
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,398 at December 31, 2013. | – | 16,398 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due August 13, 2013. During the year ended December 31, 2013, $3,300 of the note was converted to common stock. During the nine months ended September 30, 2014, the remaining balance of the note, including accrued interest, of $30,500 was converted to common stock. Accrued interest is equal to $2,874 at December 31, 2013. | – | 32,074 | |||||||
Unsecured $9,000 convertible note payable to Star City Capital LLC, which bears interest at 12% per annum and was due December 3, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $10,290 was converted to common stock. Accrued interest is equal to $1,179 at December 31, 2013. | – | 10,179 | |||||||
Unsecured $15,000 note payable to SC Advisors, Inc., which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $1,312 at December 31, 2013. | – | 16,312 | |||||||
Unsecured $25,000 convertible note payable to Southridge Partners II LP, which bears interest at 8% per annum and was due June 30, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $27,317 was converted to common stock. Accrued interest is equal to $2,125 at December 31, 2013. | – | 27,125 | |||||||
On December 12, 2012, Star City Capital LLC entered into an agreement to purchase $19,700 of a note payable to Bulldog Insurance. The note bears interest at 8% per annum and is due on demand. During the year ended December 31, 2013, $18,018 of the note, including accrued interest, was converted to common stock. During the nine months ended September 30, 2014, the remainder of the note, including accrued interest, of $2,851 was converted to common stock. | – | 2,407 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due November 1, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $33,800 was converted to common stock. Accrued interest is equal to $2,351 at December 31, 2013. | – | 34,851 | |||||||
Unsecured $35,000 convertible note payable to Lucosky Brookman LLP, which bears interest at 12% per annum and due on demand. Accrued interest is equal to $6,534 and $3,378 at September 30, 2014 and December 31, 2013, respectively. | 41,534 | 38,378 | |||||||
Unsecured $43,922 convertible note payable to Lucosky Brookman LLP, which bears interest at 12% per annum and due on demand. Accrued interest is equal to $8,198 and $4,238 at September 30, 2014 and December 31, 2013, respectively. | 52,120 | 48,160 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due January 31, 2014. During the six months ended June 30, 2014, $7,988 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,501 at December 31, 2013. Accrued interest is equal to $3,465 and $1,752 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 27,977 | 30,751 | |||||||
Unsecured $7,000 note payable to Andre Fluellen, which calls for flat interest of $1,500 at maturity and was due October 30, 2013. This note is in default at September 30, 2014. | 8,500 | 8,500 | |||||||
On May 6, 2013, WHC Capital, LLC entered into an agreement to purchase $50,000 of notes payable to Bulldog Insurance. The note bears interest at 8% per annum and was due March 6, 2014. During the year ended December 31, 2013, $20,612 of the note was converted to common stock. During the nine months ended September 30, 2014, $31,494 of the note and accrued interest was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $8,748 at December 31, 2013. Accrued interest is equal to $3,297 at December 31, 2013, respectively. This note is in default at September 30, 2014. | – | 23,937 | |||||||
Unsecured $20,000 convertible note payable to WHC Capital, LLC., which bears interest at 8% per annum and was due March 9, 2014. The note is discounted for its unamortized beneficial conversion feature of $3,661 at December 31, 2013. Accrued interest is equal to $2,236 and $1,034 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 22,236 | 17,373 | |||||||
Unsecured $32,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and was due March 3, 2014. During the nine months ended September 30, 2014, $7,500 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $6,316 at December 31, 2013. Accrued interest is equal to $3,258 and $1,531 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 28,258 | 27,715 | |||||||
Unsecured $7,500 note payable to Andre Fluellen, which calls for flat interest of $1,400 at maturity and was due December 1, 2013. This note is in default at September 30, 2014. | 8,900 | 8,900 | |||||||
Unsecured $10,000 note payable to Sammie Hill, III, which calls for flat interest of $2,000 at maturity and was due December 15, 2013. During the nine months ended September 30, 2014, the note and accrued interest was converted to common stock. | – | 12,000 | |||||||
Unsecured $5,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and is due June 21, 2014. The note is discounted for its unamortized beneficial conversion feature of $2,356 at December 31, 2013. During the nine months ended September 30, 2014, the note, including accrued interest, of $5,068 was converted to common stock. Accrued interest is equal to $264 at December 31, 2013. | – | 2,908 | |||||||
Unsecured $12,000 note payable to Bulldog Insurance, which bears interest at 7% per annum and was due December 1, 2013. During the nine months ended September 30, 2014, the note was converted to common stock. Accrued interest is equal to $433 at December 31, 2013. | – | 12,433 | |||||||
Unsecured $3,000 note payable to Andre Fluellen, which calls for flat interest of $500 at maturity and was due December 1, 2013. This note is in default at September 30, 2014. | 3,500 | 3,500 | |||||||
Unsecured $3,000 note payable to Andre Fluellen, which calls for flat interest of $150 at maturity and was due February 22, 2014. Accrued interest is equal to $150 and $106 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 3,150 | 3,106 | |||||||
Unsecured $14,500 convertible note payable to Asher Enterprises, Inc., which bears interest at 8% per annum and is due May 5, 2014. The note is discounted for its unamortized beneficial conversion feature of $6,202 at December 31, 2013. Accrued interest is equal to $1,328 and $457 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 15,828 | 8,755 | |||||||
Unsecured $8,500 non-interest bearing note payable to Azfar Hague due February 5, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. | – | 8,500 | |||||||
Unsecured $10,000 non-interest bearing note payable to Azfar Hague due February 20, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. | – | 10,000 | |||||||
Unsecured $8,500 note payable to Bulldog Insurance, which bears interest at 5% per annum and due February 28, 2014. During the six months ended June 30, 2014, $3,000 of the note was converted to common stock. Accrued interest is equal to $368 and $142 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 5,868 | 8,642 | |||||||
Unsecured $6,500 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and was due July 25, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, of $6,527 was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,668 at December 31, 2013. Accrued interest is equal to $283 at December 31, 2013. | – | 3,115 | |||||||
On July 26, 2013, Tangiers Investment Group, LLC entered into an agreement to purchase $20,000 of notes payable to Azfar Hague. The note bears interest at 10% per annum and was due July 26, 2014. During the nine months ended September 30, 2014, the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $11,342 at December 31, 2013. Accrued interest is equal to $866 at December 31, 2013. | – | 9,524 | |||||||
Unsecured $5,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 10% per annum and was due August 2, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, of $5,027 was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $2,931 at December 31, 2013. Accrued interest is equal to $207 at December 31, 2013. | – | 2,276 | |||||||
Unsecured $5,000 convertible note payable to WHC Capital, LLC., which bears interest at 8% per annum and was due August 12, 2014. The note is discounted for its unamortized beneficial conversion feature of $3,068 at December 31, 2013. Accrued interest is equal to $456 and $155 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 5,456 | 2,087 | |||||||
On January 3, 2013, Black Arch Opportunity Fund LP entered into an agreement to purchase $18,737 of notes payable to Bulldog Insurance. The note bears interest at 12% per annum and is was due December 1, 2013. During the year ended December 31, 2013, $9,466 of the note, including accrued interest, was converted to common stock. During the nine months ended September 30, 2014, the remainder of the note, including accrued interest, was converted to common stock. Accrued interest is equal to $1,088 at December 31, 2013. | – | 11,265 | |||||||
Unsecured $20,000 convertible note payable to CJ Mosley, which calls for flat interest of $1,800 due at maturity and was due April 28, 2014. During the nine months ended September 30, 2014, the note, including accrued interest, was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $5,650 at December 31, 2013. Accrued interest is equal to $600 at December 31, 2013. | – | 14,950 | |||||||
Unsecured $7,700 convertible note payable to Andre Fluellen, which calls for flat interest of $770 due at maturity and was due June 21, 2014. Accrued interest is equal to $546 at September 30, 2014. This note is in default at September 30, 2014. | 8,246 | – | |||||||
Unsecured $3,450 non-interest bearing note payable to Azfar Hague due September 20, 2014. This note is in default at September 30, 2014. | 3,450 | – | |||||||
Unsecured $2,000 non-interest bearing note payable to Bulldog Insurance due September 26, 2014. This note is in default at September 30, 2014. | 2,000 | – | |||||||
Unsecured $29,000 convertible note payable to LG Capital Funding, LLC., which bears interest at 8% per annum and is due March 17, 2015. The note is discounted for its unamortized beneficial conversion feature of $13,348 at September 30, 2014. Accrued interest is equal to $1,252 at September 30, 2014. | 16,904 | – | |||||||
On March 17, 2014, LG Capital Funding, LLC entered into an agreement to purchase $40,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and was due March 17, 2015. During the nine months ended September 30, 2014, the the note and accrued interest was converted to common stock. | – | – | |||||||
On March 27, 2014, Microcap Equity Group LLC entered into an agreement to purchase $25,000 of notes payable to Frank Russo. The note bears interest at 10% per annum and was due on demand. During the nine months ended September 30, 2014, the the note was converted to common stock. | – | – | |||||||
Unsecured $18,000 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 8% per annum and is due March 27, 2015. The note is discounted for its unamortized beneficial conversion feature of $8,778 at September 30, 2014. Accrued interest is equal to $738 at September 30, 2014. | 9,960 | – | |||||||
On March 27, 2014, Tangiers Investment Group, LLC. entered into an agreement to purchase $15,000 of notes payable to Frank Russo. The note bears interest at 10% per annum and was due March 27, 2015. During the nine months ended September 30, 2014, the the note and accrued interest was converted to common stock. | – | – | |||||||
Unsecured $6,000 note payable to Andre Fluellen, which bears interest at 10% per annum and is due June 21, 2015. Accrued interest is equal to $166 at September 30, 2014. | 6,166 | – | |||||||
Unsecured $10,000 note payable to Falmouth Street Holdings, LLC, which bears interest at 10% per annum and is due on demand. Accrued interest is equal to $474 at September 30, 2014. | 10,474 | – | |||||||
On April 9, 2014, GEL Properties, LLC entered into an agreement to purchase $24,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and is due April 9, 2015. During the nine months ended September 30, 2014, $16,500 of the note was converted to common stock. The note is discounted for its unamortized beneficial conversion feature of $3,915 at September 30, 2014. Accrued interest is equal to $582 at September 30, 2014. | 4,167 | – | |||||||
Unsecured $5,000 note payable to Israek Idonije, which is noninterest bearing and was due July 3, 2014. During the nine months ended September 30, 2014, $2,800 was repaid on the loan and $1,875 of penalty interst was accrued at September 30, 2014. This note is in default at September 30, 2014. | 4,075 | – | |||||||
On May 7, 2014, LG Capital Funding, LLC entered into an agreement to purchase $40,000 of notes payable to Frank Russo. The note bears interest at 8% per annum and is due May 7, 2015. The note is discounted for its unamortized beneficial conversion feature of $23,999 at September 30, 2014. Accrued interest is equal to $1,280 at September 30, 2014. | 17,281 | – | |||||||
Unsecured $12,5000 convertible note payable to Microcap Equity Group LLC, which bears interest at 12% per annum and is due October 8, 2014. The note is discounted for its unamortized beneficial conversion feature of $546 at September 30, 2014. Accrued interest is equal to $719 at September 30, 2014. | 12,673 | – | |||||||
Unsecured $4,200 convertible note payable to Tangiers Investment Group, LLC., which bears interest at 8% per annum and is due April 8, 2015. The note is discounted for its unamortized beneficial conversion feature of $2,186 at September 30, 2014. Accrued interest is equal to $161 at September 30, 2014. | 2,175 | – | |||||||
Unsecured $20,000 promissory note payable to Health Information Systems Fund, LLC, which bears interest at 80% per annum and is due October 21, 2014. If the note is not repaid on its due date, penalty interest of 120% per annum shall be accrued until the note is paid. Accrued interest is equal to $3,112 at September 30, 2014. | 23,112 | ||||||||
Unsecured $5,000 note payable to Andre Fluellen, which bears interest at 10% per annum and is due September 9, 2015. Accrued interest is equal to $29 at September 30, 2014. | 5,029 | ||||||||
Unsecured $35,000 promissory note payable to Health Information Systems Fund, LLC, which bears interest at 80% per annum and is due December 20, 2014. If the note is not repaid on its due date, penalty interest of 120% per annum shall be accrued until the note is paid. Accrued interest is equal to $767 at September 30, 2014. | 35,767 | ||||||||
Total Loans Payable | $ | 547,739 | $ | 680,795 |
4_Related_Parties_Tables
4. Related Parties (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Related party debt | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Unsecured non-interest bearing notes payable, due on demand, to Frank Russo, a shareholder and former Director of the Company. During the year ended December 31, 2013, $60,000 of the note balance was converted to Series A preferred stock. During the nine months ended September 30, 2014, Mr. Russo loaned the Company an additional $28,800, $60,808 of the note was converted to common stock, and $104,000 was purchased by four unrelated parties. | $ | 165,421 | $ | 301,429 | |||||
Unsecured notes payable to Edward Eppel, a shareholder and Director of the Company, which bears interest at 10% per annum and is due on demand. During the year ended December 31, 2013, $80,000 of the note was converted to Series A preferred stock. During the nine months ended September 30, 2014, Mr Eppel loaned the Company an additional $40,092. Accrued interest is equal to $70,292 and $60,789, respectively. | 244,544 | 189,950 | |||||||
Unsecured $20,000 note payable to Robert Saidel, which bears interest at 7% per annum and due December 1, 2013. Accrued interest is equal to $1,547 and $1,900 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 21,900 | 20,848 | |||||||
Unsecured $7,500 note payable to Robert Saidel, which bears interest at 7% per annum and due January 8, 2014. Accrued interest is equal to $647 and $253 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 8,147 | 7,753 | |||||||
Unsecured $10,000 note payable to Robert Saidel, which bears interest at 7% per annum and due February 16, 2014. Accrued interest is equal to $788 and $262 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 10,788 | 10,262 | |||||||
Unsecured $4,000 note payable to Robert Saidel, which bears interest at 7% per annum and due March 9, 2014. Accrued interest is equal to $298 and $87 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 4,298 | 4,087 | |||||||
Unsecured $137,833 note payable to Robert Saidel, which bears interest at 7% per annum and due April 25, 2014. Accrued interest is equal to $8,784 and $1,535 at September 30, 2014 and December 31, 2013, respectively. This note is in default at September 30, 2014. | 146,617 | 139,368 | |||||||
Unsecured $10,000 note payable to Robert Saidel, which bears interest at 7% per annum and due February 28, 2015. Accrued interest is equal to $405 at September 30, 2014. | 10,405 | – | |||||||
Unsecured $20,000 note payable to Frank Russo, which bears interest at 7% per annum and due April 3, 2015. Accrued interest is equal to $863 at September 30, 2014. | 25,863 | – | |||||||
Unsecured $63,250 notes payable to Frank Russo, which bear interest at 7% per annum and due May 1, 2015 through June 25, 2015. Accrued interest is equal to $1,712 at September 30, 2014. | 64,962 | – | |||||||
Unsecured $1,350 note payable to Frank Russo, which bears interest at 7% per annum and due May 30, 2015. | 1,350 | – | |||||||
Total | 704,295 | 673,697 | |||||||
Less current portion | (704,295 | ) | (601,348 | ) | |||||
Loan payable - related parties, non-current | $ | – | $ | 72,349 |
7_Commitments_and_Contingencie1
7. Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of minimum lease payments | ' | ||||
2014 | 6,888 | ||||
2015 | 28,366 | ||||
2016 | 29,219 | ||||
2017 | 15,054 | ||||
$ | 79,527 |
2_Discontinued_Subsidiary_Deta
2. Discontinued Subsidiary (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' |
Assets from discontinued subsidiary | $0 | $107,271 |
Liabilities from discontinued subsidiary | 0 | 11,116 |
Gain from discontinued subsidiary | $984,115 | ' |
3_Loans_Payable_Details
3. Loans Payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Loans payable | $547,739 | $680,795 |
Loans Payable 1 [Member] | ' | ' |
Loans payable | 0 | 2,905 |
Accrued interest | ' | 2,905 |
Loans Payable 2 [Member] | ' | ' |
Loans payable | 7,472 | 7,048 |
Accrued interest | 1,820 | 1,396 |
Loans Payable 3 [Member] | ' | ' |
Loans payable | 92,555 | 86,244 |
Accrued interest | 22,555 | 16,244 |
Loans Payable 4 [Member] | ' | ' |
Loans payable | 20,760 | 19,317 |
Accrued interest | 4,760 | 3,317 |
Loans Payable 5 [Member] | ' | ' |
Loans payable | 8,282 | 7,760 |
Accrued interest | 2,492 | 1,970 |
Loans Payable 6 [Member] | ' | ' |
Loans payable | 19,016 | 17,663 |
Accrued interest | 4,016 | 2,663 |
Loans Payable 7 [Member] | ' | ' |
Loans payable | 0 | 44,191 |
Accrued interest | 1,203 | 4,191 |
Loans Payable 8 [Member] | ' | ' |
Loans payable | 0 | 16,520 |
Accrued interest | 0 | 1,520 |
Loans Payable 9 [Member] | ' | ' |
Loans payable | 14,848 | 23,024 |
Accrued interest | 4,201 | 3,379 |
Loans Payable 10 [Member] | ' | ' |
Loans payable | 0 | 16,398 |
Accrued interest | 0 | 1,398 |
Loans Payable 11 [Member] | ' | ' |
Loans payable | 0 | 32,074 |
Accrued interest | 0 | 2,874 |
Loans Payable 12 [Member] | ' | ' |
Loans payable | 0 | 10,179 |
Accrued interest | 1,290 | 1,179 |
Loans Payable 13 [Member] | ' | ' |
Loans payable | 0 | 16,312 |
Accrued interest | 0 | 1,312 |
Loans Payable 14 [Member] | ' | ' |
Loans payable | 0 | 27,125 |
Accrued interest | 2,317 | 2,125 |
Loans Payable 15 [Member] | ' | ' |
Loans payable | 0 | 2,407 |
Accrued interest | 2,821 | 0 |
Loans Payable 16 [Member] | ' | ' |
Loans payable | 0 | 34,851 |
Accrued interest | 1,300 | 2,351 |
Loans Payable 17 [Member] | ' | ' |
Loans payable | 41,534 | 38,378 |
Accrued interest | 6,534 | 3,378 |
Loans Payable 18 [Member] | ' | ' |
Loans payable | 52,120 | 48,160 |
Accrued interest | 8,198 | 2,438 |
Loans Payable 19 [Member] | ' | ' |
Loans payable | 27,977 | 30,751 |
Accrued interest | 3,465 | 1,752 |
Loans Payable 20 [Member] | ' | ' |
Loans payable | 8,500 | 8,500 |
Accrued interest | 1,500 | 1,500 |
Loans Payable 21 [Member] | ' | ' |
Loans payable | 0 | 23,937 |
Accrued interest | 0 | 3,297 |
Loans Payable 22 [Member] | ' | ' |
Loans payable | 22,236 | 17,373 |
Accrued interest | 2,236 | 1,034 |
Loans Payable 23 [Member] | ' | ' |
Loans payable | 28,258 | 27,715 |
Accrued interest | 3,258 | 1,531 |
Loans Payable 24 [Member] | ' | ' |
Loans payable | 8,900 | 8,900 |
Accrued interest | 1,400 | 1,400 |
Loans Payable 25 [Member] | ' | ' |
Loans payable | 0 | 12,000 |
Accrued interest | 0 | 2,000 |
Loans Payable 26 [Member] | ' | ' |
Loans payable | 0 | 2,908 |
Accrued interest | 0 | 264 |
Loans Payable 27 [Member] | ' | ' |
Loans payable | 0 | 12,433 |
Accrued interest | 0 | 433 |
Loans Payable 28 [Member] | ' | ' |
Loans payable | 3,500 | 3,500 |
Accrued interest | 500 | 500 |
Loans Payable 29 [Member] | ' | ' |
Loans payable | 3,150 | 3,106 |
Accrued interest | 150 | 106 |
Loans Payable 30 [Member] | ' | ' |
Loans payable | 15,828 | 8,755 |
Accrued interest | 1,328 | 457 |
Loans Payable 31 [Member] | ' | ' |
Loans payable | 0 | 8,500 |
Accrued interest | 0 | 0 |
Loans Payable 32 [Member] | ' | ' |
Loans payable | 0 | 10,000 |
Accrued interest | 0 | 0 |
Loans Payable 33 [Member] | ' | ' |
Loans payable | 5,868 | 8,642 |
Accrued interest | 368 | 142 |
Loans Payable 34 [Member] | ' | ' |
Loans payable | 0 | 3,115 |
Accrued interest | 0 | 283 |
Loans Payable 35 [Member] | ' | ' |
Loans payable | 0 | 8,524 |
Accrued interest | 0 | 866 |
Loans Payable 36 [Member] | ' | ' |
Loans payable | 0 | 2,276 |
Accrued interest | 0 | 207 |
Loans Payable 37 [Member] | ' | ' |
Loans payable | 5,456 | 2,087 |
Accrued interest | 456 | 155 |
Loans Payable 38 [Member] | ' | ' |
Loans payable | 0 | 11,265 |
Accrued interest | 0 | 1,088 |
Loans Payable 39 [Member] | ' | ' |
Loans payable | 0 | 14,950 |
Accrued interest | 0 | 600 |
Loans Payable 40 [Member] | ' | ' |
Loans payable | 8,246 | 0 |
Accrued interest | 546 | 0 |
Loans Payable 41 [Member] | ' | ' |
Loans payable | 3,450 | 0 |
Accrued interest | 0 | 0 |
Loans Payable 42 [Member] | ' | ' |
Loans payable | 2,000 | 0 |
Accrued interest | 0 | 0 |
Loans Payable 43 [Member] | ' | ' |
Loans payable | 16,904 | 0 |
Accrued interest | 1,252 | 0 |
Loans Payable 44 [Member] | ' | ' |
Loans payable | 0 | 0 |
Accrued interest | 0 | 0 |
Loans Payable 45 [Member] | ' | ' |
Loans payable | 0 | 0 |
Accrued interest | 0 | 0 |
Loans Payable 46 [Member] | ' | ' |
Loans payable | 9,960 | 0 |
Accrued interest | 738 | 0 |
Loans Payable 47 [Member] | ' | ' |
Loans payable | 0 | 0 |
Accrued interest | 0 | 0 |
Loans Payable 48 [Member] | ' | ' |
Loans payable | 6,166 | 0 |
Accrued interest | 166 | 0 |
Loans Payable 49 [Member] | ' | ' |
Loans payable | 10,474 | 0 |
Accrued interest | 474 | 0 |
Loans Payable 50 [Member] | ' | ' |
Loans payable | 4,167 | 0 |
Accrued interest | 582 | 0 |
Loans Payable 51 [Member] | ' | ' |
Loans payable | 4,075 | 0 |
Accrued interest | 1,875 | 0 |
Loans Payable 52 [Member] | ' | ' |
Loans payable | 17,281 | 0 |
Accrued interest | 1,280 | 0 |
Loans Payable 53 [Member] | ' | ' |
Loans payable | 12,673 | 0 |
Accrued interest | 719 | 0 |
Loans Payable 54 [Member] | ' | ' |
Loans payable | 2,175 | 0 |
Accrued interest | 161 | 0 |
Loans Payable 55 [Member] | ' | ' |
Loans payable | 23,112 | 0 |
Accrued interest | 3,112 | 0 |
Loans Payable 56 [Member] | ' | ' |
Loans payable | 5,029 | 0 |
Accrued interest | 29 | 0 |
Loans Payable 57 [Member] | ' | ' |
Loans payable | 35,767 | 0 |
Accrued interest | $767 | $0 |
3_Loans_Payable_Details_Narrat
3. Loans Payable (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Interest expense | $25,642 | $47,144 |
Increase in loans payable | 97,850 | 302,500 |
Loans converted into common stock, loan amount converted | $428,418 | $219,159 |
Common Stock [Member] | ' | ' |
Loans converted into common stock, stock issued | 7,674,970,146 | 1,210,999,766 |
4_Related_Parties_Details
4. Related Parties (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Loans payable - related party | $704,295 | $673,697 |
Loans payable related party - current portion | -704,295 | -601,348 |
Loans payable related parties - noncurrent | 0 | 72,349 |
Related Party Loan Payable 1 [Member] | ' | ' |
Loans payable - related party | 165,421 | 301,429 |
Related Party Loan Payable 2 [Member] | ' | ' |
Loans payable - related party | 244,544 | 189,950 |
Accrued interest | 70,292 | 60,789 |
Related Party Loan Payable 3 [Member] | ' | ' |
Loans payable - related party | 21,900 | 20,848 |
Accrued interest | 1,547 | 1,900 |
Related Party Loan Payable 4 [Member] | ' | ' |
Loans payable - related party | 8,147 | 7,753 |
Accrued interest | 647 | 253 |
Related Party Loan Payable 5 [Member] | ' | ' |
Loans payable - related party | 10,788 | 10,262 |
Accrued interest | 788 | 262 |
Related Party Loan Payable 6 [Member] | ' | ' |
Loans payable - related party | 4,298 | 4,087 |
Accrued interest | 298 | 87 |
Related Party Loan Payable 7 [Member] | ' | ' |
Loans payable - related party | 146,617 | 139,368 |
Accrued interest | 8,784 | 1,535 |
Related Party Loan Payable 8 [Member] | ' | ' |
Loans payable - related party | 10,405 | 0 |
Accrued interest | 405 | 0 |
Related Party Loan Payable 9 [Member] | ' | ' |
Loans payable - related party | 25,863 | 0 |
Accrued interest | 863 | 0 |
Related Party Loan Payable 10 [Member] | ' | ' |
Loans payable - related party | 64,962 | 0 |
Accrued interest | 1,712 | 0 |
Related Party Loan Payable 11 [Member] | ' | ' |
Loans payable - related party | $1,350 | $0 |
4_Related_Parties_Details_Narr
4. Related Parties (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Loan payable, related party | $704,295 | ' | $673,697 |
Loans converted into common stock, loan amount converted | 428,418 | 219,159 | ' |
Proceeds from related party debt | 173,492 | 65,157 | ' |
Stock issued for cash, proceeds | 0 | 20,000 | ' |
Preferred stock issued for cash, proceeds | 120,000 | 184,000 | ' |
Russo [Member] | ' | ' | ' |
Loan payable, related party | 301,429 | ' | ' |
Loans converted into common stock, loan amount converted | 20,808 | ' | ' |
Loans converted into common stock, stock issued | 675,304,000 | ' | ' |
Proceeds from related party debt | 118,400 | ' | ' |
Notes sold to unrelated parties | 144,000 | ' | ' |
Accrued interest | 2,575 | ' | ' |
Eppel [Member] | ' | ' | ' |
Loan payable, related party | ' | ' | 189,950 |
Proceeds from related party debt | 45,092 | ' | ' |
Accrued interest | 9,502 | ' | ' |
Saidel [Member] | ' | ' | ' |
Loan payable, related party | ' | ' | 182,318 |
Proceeds from related party debt | 10,000 | ' | ' |
Accrued interest | 9,837 | ' | ' |
Sherali [Member] | ' | ' | ' |
Stock issued for cash, shares issued | 15,000,000 | ' | ' |
Stock issued for cash, proceeds | 4,500 | ' | ' |
Preferred stock issued for cash, preferred stock issued | 63,674,999 | ' | ' |
Preferred stock issued for cash, proceeds | $145,500 | ' | ' |
5_Amounts_Payable_in_Common_St1
5. Amounts Payable in Common Stock and Derivative Liability (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Common stock issued in settlement of debt, debt relieved | ' | ' | $428,418 | $219,159 |
Change in derivative liability | 0 | -160,000 | -63,700 | -154,277 |
Ironridge Global IV, Ltd [Member] | ' | ' | ' | ' |
Common stock issued in settlement of debt, shares issued | ' | ' | 1,820,000,000 | 101,300,000 |
Common stock issued in settlement of debt, debt relieved | ' | ' | 118,300 | 113,000 |
Change in derivative liability | ' | ' | ($63,700) | ($154,277) |
6_Stockholders_Deficit_Details
6. Stockholders Deficit (Details Narrative) (USD $) | 9 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 17, 2010 | |
Unrelated parties [Member] | Unrelated parties [Member] | Related Parties [Member] | Ironridge Global IV, Ltd [Member] | Series A Preferred Stock [Member] | Stock Options [Member] | 2010 Stock Incentive Plan | |||
Series A Preferred Stock [Member] | |||||||||
Options authorized | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 |
Options outstanding | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
Options granted | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
Proceeds from preferred stock issued | $120,000 | $184,000 | ' | ' | ' | ' | $120,000 | ' | ' |
Preferred stock issued, shares issued | ' | ' | ' | ' | ' | ' | 57,500,000 | ' | ' |
Preferred stock issuable for subscriptions, proceeds | 71,500 | 91,500 | ' | ' | ' | ' | 45,500 | ' | ' |
Preferred stock issuable for subscriptions, stock subscribed | ' | ' | ' | ' | ' | ' | 20,847,999 | ' | ' |
Preferred stock issued to shareholders, stock issued | ' | ' | ' | ' | ' | ' | 63,449,999 | ' | ' |
Preferred stock issued to shareholders, value | ' | ' | ' | ' | ' | ' | 147,000 | ' | ' |
Loans converted into common stock, loan amount converted | 428,418 | 219,159 | 428,418 | 34,000 | 20,808 | 118,300 | ' | ' | ' |
Loans converted into common stock, stock issued | ' | ' | 7,674,970,146 | 17,000,000 | 675,304,000 | 1,820,000,000 | ' | ' | ' |
Stock issued for services, value | $2,096 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, shares issued | 2,096,000 | ' | ' | ' | ' | ' | ' | ' | ' |
7_Commitments_and_Contingencie2
7. Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
Future minimum payment 2014 | $6,888 |
Future minimum payment 2015 | 28,366 |
Future minimum payment 2016 | 29,219 |
Future minimum payment 2017 | 15,054 |
Future minimum payment Total | $79,527 |
7_Commitments_and_Contingencie3
7. Commitments and Contingencies (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense | $22,412 | $22,946 | ' |
Contingent acquisition liability | 0 | ' | 1,081,850 |
Gain from discontinued subsidiary | $984,115 | ' | ' |