HPIL Holding (HPIL) 10-Q/A 5 Oct 16 2016 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 30, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	HPIL HOLDING
Entity Central Index Key	1,286,345
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,016
Document Type	10-Q
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		47,308,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Interim Balance Sheets - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current Assets:
Cash	$ 2,128	$ 5,466
Total current Assets	2,128	5,466
Other Assets:
Brand license (Note 6)	6,805,600	6,805,600
Total other Assets	6,805,600	6,805,600
Total Assets	6,807,728	6,811,066
Current Liabilities:
Accounts payable and accrued expenses	6,105	8,626
Advances from stockholder (Note 5)	34,700
Total current Liabilities	40,805	8,626
Stockholders' Equity:
Common stock par value $0.0001; 400,000,000 shares authorized; 47,308,000 issued and outstanding at June 30, 2016, and December 31, 2015. (Note 3)	4,731	4,731
Additional paid-in capital	9,429,001	9,429,001
Accumulated deficit	(2,666,809)	(2,631,292)
Total Stockholders' Equity	6,766,923	6,802,440
Total Liabilities and Stockholders' Equity	6,807,728	6,811,066
Series 1, class P-1
Stockholders' Equity:
Preferred stock
Series 1, class P-2
Stockholders' Equity:
Preferred stock

Unaudited Condensed Consolidat3

Unaudited Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Common stock par value	$ 0.0001	$ 0.0001
Common stock authorized	400,000,000	400,000,000
Common stock issued	47,308,000	47,308,000
Common stock outstanding	47,308,000	47,308,000
Series 1, class P-1
Preferred stock par value	$ 8.75	$ 8.75
Preferred stock authorized	25,000,000	25,000,000
Preferred stock issued
Preferred stock outstanding
Series 1, class P-2
Preferred stock par value	$ 7	$ 7
Preferred stock authorized	75,000,000	75,000,000
Preferred stock issued
Preferred stock outstanding

Unaudited Condensed Consolidat4

Unaudited Condensed Consolidated Interim Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Condensed Consolidated Interim Statements of Operations [Abstract]
Consulting revenue (Note 4)				$ 35,000
Expenses:
General and administrative (Note 5)	14,680	213,063	35,517	358,852
Research and development (Note 5)		17,544		42,549
Equity loss in unconsolidated affiliate				5,027
Total expenses	14,680	230,607	35,517	406,428
Net loss available to common shareholders	$ (14,680)	$ (230,607)	$ (35,517)	$ (371,428)
Common shares
Outstanding - Basic and diluted	47,308,000	57,698,000	47,308,000	57,698,000
Net loss per common shares
Outstanding - Basic and diluted	$ 0	$ (0.004)	$ (0.001)	$ (0.006)

Unaudited Condensed Consolidat5

Unaudited Condensed Consolidated Interim Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
OPERATING ACTIVITIES:
Net loss	$ (35,517)	$ (371,428)
Adjustment for non-cash item:
Equity loss from unconsolidated affiliate		5,027
Adjustments for changes in working capital:
Inventory		(44,480)
Advances settled in exchange for inventory		58,141
Prepaid expenses		11,021
Accounts payable and accrued expenses	(2,521)	(21,635)
NET CASH USED IN OPERATING ACTIVITIES	(38,038)	(363,354)
FINANCING ACTIVITIES:
Advances from stockholder (Note 5)	34,700
NET CASH PROVIDED BY FINANCING ACTIVITIES:	34,700
NET DECREASE IN CASH	(3,338)	(363,354)
CASH - BEGINNING OF PERIOD	5,466	445,069
CASH - END OF PERIOD	$ 2,128	$ 81,715

Nature of Business, Basis of Pr

Nature of Business, Basis of Presentation and Going Concern	6 Months Ended
	Jun. 30, 2016
Nature of Business, Basis of Presentation and Going Concern [Abstract]
NATURE OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN	NOTE 1 – NATURE OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN Nature of Operations and Going Concern HPIL Holding (referred to in this report as “HPIL” or the “Company”) (formerly Trim Holding Group) was incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company’s activities were involved in developing a business plan to market and distribute fashion products. On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Mr. Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses. On October 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company’s management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company’s business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved. On May 21, 2012, the Company changed its name to HPIL Holding. HPIL Holding intends that its main activity will be in the business of providing consulting services and of investing in differing business sectors. To begin the implementation of the business plan, on September 10, 2012, the Company organized six new subsidiary companies. Each of these subsidiary companies was wholly (100%) owned by the Company. The names of the new subsidiary companies were HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. (collectively, the “Subsidiaries” and, each individually a “Subsidiary”). These companies were organized to implement the various growth strategies of the Company. On May 27, 2015, the Company entered into a Plan of Merger (the “Plan of Merger”) with its Subsidiaries in an effort to consolidate and simplify the Company’s operations and accounting practices. In accordance with the Plan of Merger, Articles of Merger were completed, executed, and filed with the Nevada Secretary of State making the merger effective as of May 28, 2015 (the “Merger Effective Date”). Pursuant to the terms of the Plan of Merger, as of the Merger Effective Date, all shares of each Subsidiary were canceled and each Subsidiary merged with and into the Company and ceased to exist, with the Company remaining as the sole surviving entity. As a result of the merger, the Company is the successor to all rights and obligations of each of the Subsidiaries. The Company does not expect the merger to materially affect the business plan or the Company’s continued pursuit thereof. The concentration of the Company has become the consulting services and the development of products related to the Brand License Agreement (see Note 6 for further discussion of the Brand License Agreement), after the disposition of the IFLOR Asset (see Note 3 for further discussion of the disposition of the IFLOR Asset). As of June 30, 2016, the Company has yet to commence substantial operations. Expenses incurred from February 17, 2004 (date of inception) through June 30, 2016, relate to the Company’s formation and general administrative activities. In the course of its start-up activities, the Company has sustained operating losses and expects to incur operating losses in 2016. The Company has generated a limited amount of revenue and has not achieved profitable operations or positive cash flows from operations. These factors and uncertainties raise substantial doubt about the Company's ability to continue as a going concern. The Company will continue targeting sources of additional financing and opportunities to produce profitable revenue streams, whether through sole or joint ventures, to provide for the continuation of its operations. The Company is also prepared to re-evaluate its expense load, if necessary, to determine whether any efficiency can be achieved prior to the commencement of substantial operations related to the Brand License Agreement (Note 6) or other potential operations identified by the Company. Additionally, the Company’s Chief Financial Officer, who is also the Company’s Corporate Secretary and Treasurer and Director and stockholder, has indicated his ability to provide financial support to the Company for the continuation of its operations, should it be necessary.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation These condensed consolidated interim financial statements are presented in accordance with accounting principles generally accepted in the United Stated (“GAAP”), and are expressed in United States dollars. These condensed consolidated interim financial statements include the accounts of HPIL Holding and HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc., and HPIL ART AND CULTURE Inc. (formerly wholly owned subsidiaries of the Company that have been merged with and into the Company effective as of May 28, 2015). All inter-company balances and transactions have been eliminated on consolidation. Unaudited Condensed Consolidated Interim Financial Statements These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statement and should be read in conjunction with those annual financial statements filed on Form 10-K for the year ended December 31, 2015. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results for a full year or for any future period Investment in Unconsolidated Affiliate The equity method of accounting, as prescribed by ASC Topic 323 “Investments – Equity Method and Joint Ventures”, is used when a company is able to exercise significant influence over the entity’s operations, which generally occurs when a company has an ownership interest of between 20% and 50% in an entity. The cost method of accounting is used when a company does not exercise significant influence, generally when a company has an ownership interest of less than 20%. As of September 17, 2015, the Company’s 32% investment in Haesler Real Estate Management SA (“HREM”) was accounted for under the equity method of accounting. As of September 17, 2015, the carrying amount of the investment was equal to the Company’s equity interest of the carrying amount of the net assets of HREM. On September 17, 2015, the Company entered into an Amendment Agreement (“Amendment Agreement”) with Daniel Haesler (“Haesler”), pursuant to which the Company agreed to return 16% of the outstanding ownership in HREM. As a result of the closing of the Amendment Agreement, the Company’s ownership in HREM was reduced from 32% of the outstanding ownership of HREM to 16% of the outstanding ownership of HREM. Starting from September 17, 2015, the Company utilizes the cost method of accounting due to the fact that HREM is a private company and it is therefore not practicable to estimate the fair value of the investment. On November 15, 2015, the Company entered into a Second Amendment Agreement (“Second Amendment Agreement”) with Haesler, pursuant to which the Company agreed to return 16% of the outstanding ownership in HREM. As a result of the closing of the Second Amendment Agreement, the Company’s ownership in HREM was reduced from 16% of the outstanding ownership of HREM to 0% of the outstanding ownership of HREM. Impairment of Long-Lived Assets The Company follows the ASC 360, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amount may not be recoverable. In performing the review for recoverability, if future discounted cash flows (excluding interest charges) from the use of ultimate disposition of the assets are less than their carrying values, an impairment loss represented by the difference between its fair value and carrying value, is recognized. Research and Development The Company is engaged in research and development in respect to the Company’s Brand License Agreement (Note 6) with World Traditional Fudokan Shotokan Karate-Do Federation, a worldwide karate federation based in Switzerland (“WTFSKF”), and in respect to the Company’s asset disposed, the IFLOR Asset (Note 3). Research and development costs are charged as an operating expense as incurred. Revenue Recognition Revenue is recognized when persuasive evidence that an arrangement or contract exists, delivery has occurred, the fees are fixed and determinable, and collectability is probable or certain. Revenue from consulting services is recognized upon delivery of consulting services when persuasive evidence of an arrangement exists and collection of the related receivable is reasonably assured. Net Loss Per Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period and the number of shares of common stock issuable upon assumed exercise of preferred stock provided the result is not anti-dilutive. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. This new standard provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This new standard provided guidance for the presentation of the disclosure of uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is effective for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis. This new standard provided guidance regarding the consolidation of certain legal entities. All legal entities are subject to revaluation under the revised consolidation method. The standard is effective for fiscal periods beginning after December 15, 2015. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In November 2015, the FASB released ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 simplifies the presentation of deferred income taxes by deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. Adoption of this guidance is not expected to have any effect on the Company’s consolidated financial statements. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. The ASU simplifies several aspects of the accounting for employee share-based payment transaction. This standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within that that reporting period. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross vs. Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. ASU 2016-10 clarified the implementation guidance on identifying performance obligations. These ASUs apple to all companies that enter into contracts with customers to transfer goods or services. There ASUs are effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual periods beginning after December 16, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect or applying these standards at the date of initial application and not adjusting comparative information. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligation and Licensing, to clarify the identification of performance obligation as well as the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients, which clarifies certain core recognition principles including collectability, sales tax presentation, and contract modification, as well as identifies disclosures no longer required if the full retrospective transition method is adopted. None of the other recently issued accounting pronouncements are expected to significantly affect the Company.

Capital Stock

Capital Stock	6 Months Ended
	Jun. 30, 2016
Capital Stock [Abstract]
CAPITAL STOCK	NOTE 3 – CAPITAL STOCK The Company entered into a Quota Purchase Agreement with Haesler on October 26, 2012, pursuant to which the Company acquired from Haesler 32 quotas of HREM representing 32% of the outstanding ownership in HREM, in exchange for 350,000 shares of common stock of the Company, which was valued at $297,500 at the time of the Quota Purchase Agreement. The Company and Haesler entered into an Amendment Agreement dated September 17, 2015, pursuant to which the Company agreed to return to Haesler 16 quotas of HREM, representing 16% of the outstanding ownership in HREM. In exchange for the 16 quotas of HREM, Haesler agreed to return to the Company 175,000 shares of common stock of the Company, which was valued at $175,000 at the time of the Amendment Agreement, based on the trading price of the Company’s stock on September 17, 2015. The Company returned the quotas to Haesler on September 17, 2015, and Haesler returned the common stock of the Company to the treasury of the Company on September 22, 2015. As a result of the closing of the Amendment Agreement, the Company’s ownership in HREM was reduced from 32% of the outstanding ownership of HREM to 16% of the outstanding ownership of HREM. The Company recorded a gain of $169,547 on the disposition of its 16% ownership in HREM included in profit or loss. The Company and Haesler then entered into a Second Amendment Agreement dated November 15, 2015, pursuant to which the Company agreed to return to Haesler 16 quotas of HREM, representing 16% of the outstanding ownership in HREM. In exchange for the 16 quotas of HREM, Haesler agreed to return to the Company 175,000 shares of common stock of the Company, which was valued at $183,750 at the time of the Second Amendment Agreement, based on the trading price of the Company’s stock on November 15, 2015. On December 2, 2015, the Company returned the quotas to Haesler, and on December 8, 2015, Haesler returned the common stock of the Company to the treasury of the Company. As a result of the closing of the Amendment Agreement, the Company’s ownership in HREM was reduced from 16% of the outstanding ownership of HREM to 0% of the outstanding ownership of HREM. The Company recorded a gain of $178,297 on the disposition of its 16% ownership in HREM included in profit or loss. During the fiscal year ended December 31, 2015, the Company recorded a total gain of $347,844 on the disposition of its 32% ownership in HREM included in profit or loss. The Company entered into an Asset Purchase and Sale Agreement (the “Asset Agreement”) with GIOTOS Limited, a private limited company organized in the United Kingdom (“GIOTOS”) on December 9, 2015. Pursuant to the Asset Agreement, the Company sold, assigned, conveyed and delivered certain patent rights and other related business processes and know-how related to the IFLOR Device (collectively, the “IFLOR Business”) and the patents, inventory and equipment related to the IFLOR Business (collectively, the “Additional IFLOR Business”; the Additional IFLOR Business together with the IFLOR Business and Intellectual Property, the “IFLOR Asset”) to GIOTOS, in consideration for 10,040,000 shares of the Company common stock (the “Purchase Price”) transferred from GIOTOS to the Company. The portion of the Purchase Price allocated as consideration for the IFLOR Business was 9,615,500 shares, and the portion of the Purchase Price allocated as consideration for the Additional IFLOR Business was 424,500 shares. The Asset Agreement was closed on December 9, 2015, at which time, pursuant to the Asset Agreement, the Company executed and delivered an assignment of the IFLOR Asset to GIOTOS, and GIOTOS transferred the full amount of the Purchase Price to the Company and completed the cancellation of the shares composing the Purchase Price on December 16, 2015. Immediately prior to the transaction consummated by the Asset Agreement, GIOTOS owned 50,000,000 shares of the Company common stock. Additionally, GIOTOS is majority owned and operated by Louis Bertoli, who is the Company’s Chairman of the Board and the President and Chief Executive Officer. As Louis Bertoli is majority owner of GIOTOS the transfer of the IFLOR Business and the Additional IFLOR Business represents a common control transaction and therefore the 10,040,000 shares received as consideration have been valued at $527,851, based on the carrying value of the equipment, inventory and patents given up. The Company filed an amendment with the Secretary of State of Nevada on April 19, 2016, amending its Articles of Incorporation, Article IV - Capital Stock. The effect of the amendment was to cancel all 100,000,000 shares of the Company’s authorized preferred stock ("Preferred Stock”), consisting of 25,000,000 shares of Preferred Stock, par value $8.75 per share; and 75,000,000 shares of Preferred Stock, par value $7 per share. The amendment was effective as of April 18, 2016, at which time there were no shares of Preferred Stock issued and outstanding. Following the amendment, the Company has 400,000,000 shares of stock authorized for issuance (reduced from 500,000,000 shares authorized prior to the effect of the amendment), consisting solely of shares of the Company’s common stock, par value $0.0001 per share.

Revenue

Revenue	6 Months Ended
	Jun. 30, 2016
Revenue [Abstract]
REVENUE	NOTE 4 – REVENUE HPIL ENERGYTECH Inc. (formerly a wholly owned subsidiary of the Company that has been merged with and into the Company effective as of May 28, 2015) entered into a Service and Consulting Agreement (the “O.R.C. Consulting Agreement”), dated June 10, 2014, with O.R.C. SRL, a private company focused on investing in the energy sector. Pursuant to the O.R.C. Consulting Agreement, HPIL ENERGYTECH Inc. began providing to O.R.C. SRL certain consulting and other services on June 10, 2014, for a monthly fee in the amount of $30,000 per month. The term of the O.R.C. Consulting Agreement was two (2) years unless terminated earlier by either party pursuant to the terms and conditions of the O.R.C. Consulting Agreement. HPIL ENERGYTECH Inc. and O.R.C. SRL terminated the O.R.C. Consulting Agreement, effective March 10, 2015. The O.R.C. Consulting Agreement was terminated because the parties determined that O.R.C. SRL no longer required the services to be delivered thereunder, and no services were provided in the month of February 2015. The termination was mutual and without recourse or the incurrence of penalty by either party thereto. HPIL GLOBALCOM Inc. (formerly a wholly owned subsidiary of the Company that has been merged with and into the Company effective as of May 28, 2015) entered into a Service and Consulting Agreement (the “ET Consulting Agreement”), dated December 5, 2014, with ECOLOGY TRANSPORT SRL, a private company focused on investing in the communication and ecology sectors. Pursuant to the ET Consulting Agreement, HPIL GLOBALCOM Inc. began providing to ECOLOGY TRANSPORT SRL certain consulting and other services on December 5, 2014, for a monthly fee in the amount of $5,000 per month. The term of the ET Consulting Agreement was two (2) years unless terminated earlier by either party pursuant to the terms and conditions of the ET Consulting Agreement. HPIL GLOBALCOM Inc. and ECOLOGY TRANSPORT SRL terminated the ET Consulting Agreement, effective March 4, 2015. The ET Consulting Agreement was terminated because the parties determined that ECOLOGY TRANSPORT SRL no longer required the services to be delivered thereunder and no services were provided in the month of February 2015. The termination was mutual and without recourse or the incurrence of penalty by either party thereto.

Related Party Transactions and

Related Party Transactions and Balances	6 Months Ended
	Jun. 30, 2016
Related Party Transactions and Balances [Abstract]
RELATED PARTY TRANSACTIONS AND BALANCES	NOTE 5 – RELATED PARTY TRANSACTIONS AND BALANCES The Company has advances payable to its current majority shareholder totaling $34,700 as of June 30, 2016 and $Nil as of December 31, 2015. These advances were made to be used for working capital. These advances are unsecured, non-interest bearing and due on demand. The Company used MB Ingenia SRL (“MB Ingenia”) for various corporate business services, including technical support and engineering services, and use of office space by Mr. Bertoli, until November 4, 2015. For the six months ended June 30, 2016 and 2015, the Company incurred expenses of $Nil and $27,229, respectively, in relation to these services. For the three months ended June 30, 2016 and 2015, the Company incurred expenses of $Nil and $13,264, respectively, in relation to these services. For the six months ended June 30, 2016, and 2015, the Company incurred reimbursements for handling and storage expense of $Nil and $8,158, respectively, in relation to these services provided by MB Ingenia to HPIL HEALHCARE Inc. (formerly a wholly owned subsidiary of the Company that has been merged with and into the Company effective as of May 28, 2015). For the three months ended June 30, 2016, and 2015, the Company incurred reimbursements for handling and storage expense of $Nil and $8,158, respectively, in relation to these services provided by MB Ingenia to HPIL HEALHCARE Inc. For the six months ended June 30, 2016, and 2015, the Company incurred research and developments costs of $Nil and $17,544, respectively, in relation to these services provided by MB Ingenia to HPIL HEALHCARE Inc. For the three months ended June 30, 2016, and 2015, the Company incurred in research and developments costs of $Nil and $17,544, respectively, in relation to these services provided by MB Ingenia to HPIL HEALHCARE Inc. Mr. Bertoli was the President and CEO of MB Ingenia until November 28, 2013, at which time Mr. Bertoli’s brother became President and CEO of MB Ingenia SRL. Mr. Bertoli also serves as an executive officer and director of the Company. The Company entered into a two-year consulting agreement on July 20, 2009, with Amersey Investments LLC (“Amersey Investments”), a company controlled by a director and the CFO of the Company, Mr. Nitin Amersey. Although the consulting agreement expired, Amersey Investments continued to provide office space, office identity and assist the Company with corporate, financial, administrative and management records on the same terms until July 31, 2015. Mr. Amersey, as a director and officer, continues to provide and offer corporate office and records, at no cost. For the six months ended June 30, 2016 and 2015, the Company incurred expenses of $Nil and $35,000, respectively, in relation to these services. For the three months ended June 30, 2016 and 2015, the Company incurred expenses of $Nil and $15,000, respectively, in relation to these services. The Company uses Bay City Transfer Agency & Registrar Inc. (“BCTAR”) to do its stock transfers, corporate services and Edgar filings. Mr. Amersey is listed with the Securities and Exchange Commission as a control person of BCTAR. For the six months ended June 30, 2016 and 2015, the Company incurred expenses of $2,710 and $6,688, respectively, in relation to these services. For the three months ended June 30, 2016 and 2015, the Company incurred expenses of $1,479 and $5,541, respectively, in relation to these services. The Company used the services of Freeland Venture Resources LLC, for Edgar filings and consulting services until April 14, 2016. Mr. Amersey is a control person in Freeland Venture Resources LLC. For the six months ended June 30, 2016 and 2015, the Company incurred expenses of $Nil and $5,435, respectively, in relation to these services. For the three months ended June 30, 2016 and 2015, the Company incurred expenses of $Nil and $3,925, respectively, in relation to these services. The Company used the services of Cheerful Services International Inc. (“Cheerful”) for corporate press releases and consulting services until April 14, 2016. Cheerful is owned by Mr. Amersey’s children. For the six months June 30, 2016 and 2015, the Company incurred expenses of $Nil and $8,894, respectively, in relation to these services. For the three months June 30, 2016 and 2015, the Company incurred expenses of $Nil and $5,215, respectively, in relation to these services.

Brand License

Brand License	6 Months Ended
	Jun. 30, 2016
Brand License [Abstract]
BRAND LICENSE	NOTE 6 – BRAND LICENSE The Company, entered into a Brand License Agreement (the “Brand License Agreement”), dated December 29, 2014, with WTFSKF. Pursuant to the Brand License Agreement, WTFSKF has granted to the Company the License to use the Marks of WTFSKF and manufacture and sell the Products bearing the Marks. Pursuant to the Brand License Agreement, in consideration for the License, beginning in 2018, the Company will pay to WTFSKF an ongoing License Fee. Additionally, the Company issued to WTFSKF 752,000 shares of treasury common stock (the “Shares”) of the Company in accordance with the Brand License Agreement. WTFSKF has agreed to provide to the Company annual projected sales forecasts based on its membership and their expected needs for Products (the “Projected Sales”). The Brand License Agreement requires the License Consideration to be subject to renegotiation by the parties in the event that Projected Sales exceed actual sales of the Products by more than an agreed upon deviation percentage. Additionally, pursuant to the Brand License Agreement, the Company may require WTFSKF to either return the Shares or pay to the Company the market value of the Shares at the time of the execution of the Brand License Agreement (approximately $6,805,600), if the Company terminates the Brand License Agreement as a result of such deviations within the first 52 months after the execution of the Brand License Agreement. The initial term of the Brand License Agreement lasts until December 31, 2042, at which time the Brand License Agreement will automatically renew for successive 25 year terms unless and until either party provides notice of non-renewal or terminates the Brand License Agreement. The Brand License totaling $6,805,600 was measured based on the fair value of the stock issued. The Company will amortize the license over the contractual life of the asset of 25 years. No amortization has been recognized as of June 30, 2016, as the Brand License Agreement does not commence until 2018.

Product Reseller Agreement

Product Reseller Agreement	6 Months Ended
	Jun. 30, 2016
Product Reseller Agreement [Abstract]
PRODUCT RESELLER AGREEMENT	NOTE 7 – PRODUCT RESELLER AGREEMENT The Company entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) with WTFSKF on December 5, 2015. Pursuant to the Mutual Termination Agreement, the parties terminated a certain Product Reseller Agreement (the “Product Reseller Agreement”) entered into between HPIL HEALTHCARE Inc. and WTSKF on October 9, 2014, pursuant to which, beginning in 2017, the HPIL HEALTHCARE Inc. was to supply its IFLOR Stimulating Massage Device - Standard Version to WTFSKF for resale exclusively at WTFSKF-sanctioned events and through the WTFSKF members and their official affiliates. The termination of the Product Reseller Agreement was mutual, without recourse or the incurrence of penalty by either party thereto, and effective on December 5, 2015. HPIL HEALTHCARE Inc., formerly a wholly owned subsidiary of the Company, was merged with and into the Company effective as of May 28, 2015, as a result of which the Company succeeded to and assumed all rights and obligations of HPIL HEALTHCARE Inc., including those arising from the Product Reseller Agreement.

Significant Accounting Polici13

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Significant Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation These condensed consolidated interim financial statements are presented in accordance with accounting principles generally accepted in the United Stated (“GAAP”), and are expressed in United States dollars. These condensed consolidated interim financial statements include the accounts of HPIL Holding and HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc., and HPIL ART AND CULTURE Inc. (formerly wholly owned subsidiaries of the Company that have been merged with and into the Company effective as of May 28, 2015). All inter-company balances and transactions have been eliminated on consolidation.
Unaudited Condensed Consolidated Interim Financial Statements	Unaudited Condensed Consolidated Interim Financial Statements These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statement and should be read in conjunction with those annual financial statements filed on Form 10-K for the year ended December 31, 2015. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results for a full year or for any future period
Investment in Unconsolidated Affiliate	Investment in Unconsolidated Affiliate The equity method of accounting, as prescribed by ASC Topic 323 “Investments – Equity Method and Joint Ventures”, is used when a company is able to exercise significant influence over the entity’s operations, which generally occurs when a company has an ownership interest of between 20% and 50% in an entity. The cost method of accounting is used when a company does not exercise significant influence, generally when a company has an ownership interest of less than 20%. As of September 17, 2015, the Company’s 32% investment in Haesler Real Estate Management SA (“HREM”) was accounted for under the equity method of accounting. As of September 17, 2015, the carrying amount of the investment was equal to the Company’s equity interest of the carrying amount of the net assets of HREM. On September 17, 2015, the Company entered into an Amendment Agreement (“Amendment Agreement”) with Daniel Haesler (“Haesler”), pursuant to which the Company agreed to return 16% of the outstanding ownership in HREM. As a result of the closing of the Amendment Agreement, the Company’s ownership in HREM was reduced from 32% of the outstanding ownership of HREM to 16% of the outstanding ownership of HREM. Starting from September 17, 2015, the Company utilizes the cost method of accounting due to the fact that HREM is a private company and it is therefore not practicable to estimate the fair value of the investment. On November 15, 2015, the Company entered into a Second Amendment Agreement (“Second Amendment Agreement”) with Haesler, pursuant to which the Company agreed to return 16% of the outstanding ownership in HREM. As a result of the closing of the Second Amendment Agreement, the Company’s ownership in HREM was reduced from 16% of the outstanding ownership of HREM to 0% of the outstanding ownership of HREM.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company follows the ASC 360, which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amount may not be recoverable. In performing the review for recoverability, if future discounted cash flows (excluding interest charges) from the use of ultimate disposition of the assets are less than their carrying values, an impairment loss represented by the difference between its fair value and carrying value, is recognized.
Research and Development	Research and Development The Company is engaged in research and development in respect to the Company’s Brand License Agreement (Note 6) with World Traditional Fudokan Shotokan Karate-Do Federation, a worldwide karate federation based in Switzerland (“WTFSKF”), and in respect to the Company’s asset disposed, the IFLOR Asset (Note 3). Research and development costs are charged as an operating expense as incurred.
Revenue Recognition	Revenue Recognition Revenue is recognized when persuasive evidence that an arrangement or contract exists, delivery has occurred, the fees are fixed and determinable, and collectability is probable or certain. Revenue from consulting services is recognized upon delivery of consulting services when persuasive evidence of an arrangement exists and collection of the related receivable is reasonably assured.
Net Loss Per Share	Net Loss Per Share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period and the number of shares of common stock issuable upon assumed exercise of preferred stock provided the result is not anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. This new standard provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This new standard provided guidance for the presentation of the disclosure of uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is effective for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis. This new standard provided guidance regarding the consolidation of certain legal entities. All legal entities are subject to revaluation under the revised consolidation method. The standard is effective for fiscal periods beginning after December 15, 2015. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In November 2015, the FASB released ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 simplifies the presentation of deferred income taxes by deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. Adoption of this guidance is not expected to have any effect on the Company’s consolidated financial statements. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. The ASU simplifies several aspects of the accounting for employee share-based payment transaction. This standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within that that reporting period. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross vs. Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. ASU 2016-10 clarified the implementation guidance on identifying performance obligations. These ASUs apple to all companies that enter into contracts with customers to transfer goods or services. There ASUs are effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual periods beginning after December 16, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect or applying these standards at the date of initial application and not adjusting comparative information. The Company is currently evaluating the impact of the new standard on its consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligation and Licensing, to clarify the identification of performance obligation as well as the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients, which clarifies certain core recognition principles including collectability, sales tax presentation, and contract modification, as well as identifies disclosures no longer required if the full retrospective transition method is adopted. None of the other recently issued accounting pronouncements are expected to significantly affect the Company.

Nature of Business, Basis of 14

Nature of Business, Basis of Presentation and Going Concern (Details) - Number	Sep. 10, 2012	Jun. 30, 2016
Nature of Business, Basis of Presentation and Going Concern (Textual)
Entity Incorporation, Date of Incorporation		Feb. 17, 2004
Number of subsidiaries	6
Ownership interest		100.00%

Significant Accounting Polici15

Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2016	Sep. 17, 2015
Significant Accounting Policies (Textual)
Equity method investment, description	The equity method of accounting, as prescribed by ASC Topic 323 "Investments - Equity Method and Joint Ventures", is used when a company is able to exercise significant influence over the entity's operations, which generally occurs when a company has an ownership interest of between 20% and 50% in an entity. The cost method of accounting is used when a company does not exercise significant influence, generally when a company has an ownership interest of less than 20%.
Ownership interest	100.00%
Amendment Agreement [Member]
Significant Accounting Policies (Textual)
Description of change in Equity Method Investment ownership	On September 17, 2015, the Company entered into an Amendment Agreement ("Amendment Agreement") with Daniel Haesler ("Haesler"), pursuant to which the Company agreed to return 16% of the outstanding ownership in HREM. As a result of the closing of the Amendment Agreement, the Company's ownership in HREM was reduced from 32% of the outstanding ownership of HREM to 16% of the outstanding ownership of HREM. Starting from September 17, 2015, the Company utilizes the cost method of accounting due to the fact that HREM is a private company and it is therefore not practicable to estimate the fair value of the investment. On November 15, 2015, the Company entered into a Second Amendment Agreement ("Second Amendment Agreement") with Haesler, pursuant to which the Company agreed to return 16% of the outstanding ownership in HREM. As a result of the closing of the Second Amendment Agreement, the Company's ownership in HREM was reduced from 16% of the outstanding ownership of HREM to 0% of the outstanding ownership of HREM.
Haesler Real Estate Management [Member]
Significant Accounting Policies (Textual)
Ownership interest		32.00%

Capital Stock (Details)

Capital Stock (Details) - USD ($)	Apr. 18, 2016	Dec. 09, 2015	Nov. 15, 2015	Sep. 17, 2015	Oct. 26, 2012	Apr. 19, 2016	Jun. 30, 2016	Dec. 31, 2015	Dec. 16, 2015
Capital Stock (Textual)
Percentage of equity ownership interest							100.00%
Cancellation of preferred stock authorized shares						100,000,000
Preferred stock authorized
Common stock shares authorized prior to amendment	500,000,000
Common stock authorized							400,000,000	400,000,000
Common stock par value							$ 0.0001	$ 0.0001
Preferred Stock [Member]
Capital Stock (Textual)
Preferred stock par value						$ 8.75
Preferred stock authorized						25,000,000
Preferred Stock One [Member]
Capital Stock (Textual)
Preferred stock par value						$ 7
Preferred stock authorized						75,000,000
Quota Purchase Agreement [Member] | Equity Method Investee - Haesler Real Estate Management [Member]
Capital Stock (Textual)
Quotas acquired under equity method investment					32 quotas
Percentage of equity ownership interest					32.00%
Purchase of shares under equity method investment, shares					350,000
Purchase of shares under equity method investment, value					$ 297,500
Gain on disposition of ownership in HREM								$ 347,844
Asset Purchase And Sale Agreement [Member]
Capital Stock (Textual)
Equity transferred description							As Louis Bertoli is majority owner of GIOTOS the transfer of the IFLOR Business and the Additional IFLOR Business represents a common control transaction and therefore the 10,040,000 shares received as consideration have been valued at $527,851, based on the carrying value of the equipment, inventory and patents given up.
Asset Purchase And Sale Agreement [Member] | GIOTOS Limited [Member]
Capital Stock (Textual)
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		10,040,000
Business acquisition, Equity interest issued or issuable, value		$ 527,851
GIOTOS owned shares									50,000,000
Asset Purchase And Sale Agreement [Member] | IFLOR Device [Member]
Capital Stock (Textual)
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		9,615,500
Additional business shares		424,500
Quota Purchase Amendment Agreement [Member] | Equity Method Investee - Haesler Real Estate Management [Member]
Capital Stock (Textual)
Quotas acquired under equity method investment			16 quotas	16 quotas
Shares returned by Haesler under amendment agreement, shares			175,000	175,000
Shares returned by Haesler under amendment agreement, value			$ 183,750	$ 175,000
Gain on disposition of ownership in HREM			$ 178,297	$ 169,547
Description of change in Equity Method Investment ownership			The Company and Haesler then entered into a Second Amendment Agreement dated November 15, 2015, pursuant to which the Company agreed to return to Haesler 16 quotas of HREM, representing 16% of the outstanding ownership in HREM. In exchange for the 16 quotas of HREM, Haesler agreed to return to the Company 175,000 shares of common stock of the Company, which was valued at $183,750 at the time of the Second Amendment Agreement, based on the trading price of the Company's stock on November 15, 2015. On December 2, 2015, the Company returned the quotas to Haesler, and on December 8, 2015, Haesler returned the common stock of the Company to the treasury of the Company. As a result of the closing of the Amendment Agreement, the Company's ownership in HREM was reduced from 16% of the outstanding ownership of HREM to 0% of the outstanding ownership of HREM.	The Company and Haesler entered into an Amendment Agreement dated September 17, 2015, pursuant to which the Company agreed to return to Haesler 16 quotas of HREM, representing 16% of the outstanding ownership in HREM. In exchange for the 16 quotas of HREM, Haesler agreed to return to the Company 175,000 shares of common stock of the Company, which was valued at $175,000 at the time of the Amendment Agreement, based on the trading price of the Company's stock on September 17, 2015. The Company returned the quotas to Haesler on September 17, 2015, and Haesler returned the common stock of the Company to the treasury of the Company on September 22, 2015. As a result of the closing of the Amendment Agreement, the Company's ownership in HREM was reduced from 32% of the outstanding ownership of HREM to 16% of the outstanding ownership of HREM.

Revenue (Details)

Revenue (Details) - USD ($)	Dec. 05, 2014	Jun. 10, 2014
HPIL ENERGYTECH Inc [Member] | O.R.C.SRL [Member]
Revenue (Textual)
Monthly services fee		$ 30,000
Term of agreement		The term of the O.R.C. Consulting Agreement was two (2) years unless terminated earlier by either party pursuant to the terms and conditions of the O.R.C. Consulting Agreement.
Contract termination date		March 10, 2015
HPIL GLOBALCOM Inc [Member] | ECOLOGY TRANSPORT SRL[Member]
Revenue (Textual)
Monthly services fee	$ 5,000
Term of agreement	The term of the ET Consulting Agreement was two (2) years unless terminated earlier by either party pursuant to the terms and conditions of the ET Consulting Agreement.
Contract termination date	March 4, 2015

Related Party Transactions an18

Related Party Transactions and Balances (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Related Party Transactions and Balances (Textual)
Advances from stockholder	$ 34,700		$ 34,700
Research and development		$ 17,544		$ 42,549
MB Ingenia SRL [Member]
Related Party Transactions and Balances (Textual)
Expenses for services and office space used by company		13,264		27,229
Handling and storage expenses		8,158		8,158
Research and development		17,544		17,544
Amersey Investments LLC [Member]
Related Party Transactions and Balances (Textual)
Expenses for services and office space used by company		15,000		35,000
Bay City Transfer Agency & Registrar Inc [Member]
Related Party Transactions and Balances (Textual)
Expenses for services and office space used by company	1,479	5,541	2,710	6,688
Freeland Venture Resources LLC [Member]
Related Party Transactions and Balances (Textual)
Expenses for services and office space used by company		3,925		5,435
Cheerful Services International Inc [Member]
Related Party Transactions and Balances (Textual)
Expenses for services and office space used by company		$ 5,215		$ 8,894

Brand License (Details)

Brand License (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Brand License (Textual)
Brand license agreement terms	Pursuant to the Brand License Agreement, WTFSKF has granted to the Company the License to use the Marks of WTFSKF and manufacture and sell the Products bearing the Marks. Pursuant to the Brand License Agreement, in consideration for the License, beginning in 2018, the Company will pay to WTFSKF an ongoing License Fee. Additionally, the Company issued to WTFSKF 752,000 shares of treasury common stock (the "Shares") of the Company in accordance with the Brand License Agreement. WTFSKF has agreed to provide to the Company annual projected sales forecasts based on its membership and their expected needs for Products (the "Projected Sales"). The Brand License Agreement requires the License Consideration to be subject to renegotiation by the parties in the event that Projected Sales exceed actual sales of the Products by more than an agreed upon deviation percentage. Additionally, pursuant to the Brand License Agreement, the Company may require WTFSKF to either return the Shares or pay to the Company the market value of the Shares at the time of the execution of the Brand License Agreement (approximately $6,805,600), if the Company terminates the Brand License Agreement as a result of such deviations within the first 52 months after the execution of the Brand License Agreement.
Brand license terms expected beginning year	2,018
Number of shares of common stock issued for brand license	752,000
Brand license	$ 6,805,600	$ 6,805,600
Brand license contractual life	25 years
Brand license amortization period	25 years
Brand license expiry date description	December 31, 2042