Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | May. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Valley High Mining CO | |
Entity Central Index Key | 1,301,838 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 1,680,939 | |
Entity Common Stock, Shares Outstanding | 373,542,046 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash | $ 119 | $ 63 |
Other current assets | ||
Total Current Assets | $ 119 | $ 63 |
Fixed Assets - Pod | 51,000 | $ 129,000 |
Accumulated depreciation | (3,000) | |
Impairment of Pod | $ (48,000) | $ (7,900) |
Total Fixed Assets | 50,000 | |
TOTAL ASSETS | $ 119 | 50,063 |
Liabilities | ||
Accounts payable and accrued expenses | 383,962 | 83,501 |
Accounts payable and accrued expenses - related parties | 384,060 | 171,281 |
Contingent liability - legal | 167,283 | 125,000 |
Contingent liability - notes | 225,200 | 150,200 |
Derivative liability - warrants | 681 | 6,233 |
Notes payable | $ 140,964 | 73,951 |
Notes payable - related parties | 16,577 | |
Total Current Liabilities | $ 1,302,151 | $ 626,743 |
Long-Term Liabilities | ||
Total Liabilities | $ 1,302,151 | $ 626,743 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 102,210,918 and 88,245,691 shares issued and outstanding, respectively | $ 102,211 | $ 88,246 |
Preferred stock (Series B), $0.001 par value, 51 shares authorized, 51 and 0 shares issued and outstanding, respectively | ||
Additional paid-in capital | $ 4,551,088 | $ 4,272,368 |
Accumulated deficit | (5,955,330) | (4,937,294) |
Total Stockholders' Equity (Deficit) | (1,302,031) | (576,680) |
TOTAL LIABILITIES AND EQUITY | $ 119 | $ 50,063 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 102,210,918 | 88,245,691 |
Common stock,shares outstanding | 102,210,918 | 88,245,691 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 51 | 51 |
Preferred stock, shares issued | 51 | 0 |
Preferred stock, shares outstanding | 51 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUE | ||
COST OF SALES | ||
GROSS PROFIT | ||
OPERATING EXPENSES | ||
Administrative expense | $ 25,000 | |
Depreciation expense | $ 3,000 | |
Management expense | $ 450,000 | $ 353,000 |
Payroll Expenses | 15,519 | |
Professional Fees | $ 138,069 | $ 102,904 |
Travel & Ent | 843 | |
General & Administrative | 25,843 | $ 17,578 |
Total Expenses | 617,755 | 514,001 |
LOSS FROM OPERATIONS | $ (617,755) | (514,001) |
Other Income | ||
Gain on discharge of debt | 5,952 | |
Gain (Loss) on Derivative Liability | $ 5,552 | 331,564 |
Total Other Income | 5,552 | 337,516 |
Other Expenses | ||
Interest Expense | 10,186 | 4,868 |
Legal expense contingency | 42,283 | 125,000 |
Loss on Impairment of asset | $ 48,000 | 79,000 |
Loss on asset - Corizona | $ 304,870 | |
Loss on issuance of shares for debt | $ 216,234 | |
Impairment / write off of Illegal Officer loan resulting from Former CEO Fraud / Malfeasance | 14,131 | |
Other Expenses | 75,000 | $ 2,500 |
Total Other Expenses | 405,834 | 516,238 |
Net Other Income (Expense) | (400,282) | (178,722) |
LOSS BEFORE INCOME TAXES | $ (1,018,036) | $ (692,723) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (1,018,036) | $ (692,723) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.01) | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 88,702,808 | 23,379,495 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock | Prefered stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2013 | $ 241,876 | $ 16,952 | $ 3,985,743 | $ (4,244,571) | |
Beginning Balance (in shares) at Dec. 31, 2013 | 16,951,756 | ||||
Preferred shares issued for note payable | 0.05 | $ 0.05 | |||
Preferred shares issued for note payable,shares | 51 | ||||
Common shares issued for Reg S | 225,000 | $ 15,000 | $ 210,000 | ||
Common shares issued for Reg S, shares | 15,000,000 | ||||
Commons shares issued for cash - option exercise | 169 | $ 169 | |||
Commons shares issued for cash - option exercise, shares | 168,935 | ||||
Common shares issued for services | 221,250 | $ 27,500 | $ 193,750 | ||
Common shares issued for services, shares | 27,500,000 | ||||
Common shares issued for assets | 129,000 | $ 16,125 | $ 112,875 | ||
Common shares issued for assets, shares | 16,125,000 | ||||
Common shares issued for debt | $ 7,500 | $ 7,500 | |||
Common shares issued for debt, shares | 7,500,000 | ||||
Common shares issued for Reg S one | $ 20,000 | $ (20,000) | |||
Common shares issued for Reg S one, shares | 20,000,000 | ||||
Commons shares retired from Reg S | $ (225,000) | $ (15,000) | $ (210,000) | ||
Commons shares retired from Reg S, shares | (15,000,000) | ||||
Net loss | (692,723) | $ (692,723) | |||
Ending Balance at Dec. 31, 2014 | (576,680) | $ 88,246 | $ 0.05 | $ 4,272,368 | $ (4,937,294) |
Ending Balance (in shares) at Dec. 31, 2014 | 88,245,691 | 51 | |||
Common shares issued for services | 27,000 | $ 6,000 | 21,000 | ||
Common shares issued for services, shares | 6,000,000 | ||||
Common shares issued for debt | $ 265,685 | $ 27,965 | 237,270 | ||
Common shares issued for debt, shares | 27,965,227 | ||||
Commons shares retired from Reg S | $ (20,000) | $ 20,000 | |||
Commons shares retired from Reg S, shares | (20,000,000) | ||||
Net loss | $ (1,018,036) | $ (1,018,036) | |||
Ending Balance at Dec. 31, 2015 | $ (1,302,031) | $ 102,211 | $ 0.05 | $ 4,551,088 | $ (5,955,330) |
Ending Balance (in shares) at Dec. 31, 2015 | 102,210,918 | 51 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,018,036) | $ (692,723) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 27,000 | $ 221,250 |
Depreciation | 3,000 | |
Loss (gain) in derivative liability | (5,552) | $ (331,564) |
Loss on impairment of asset | $ 48,000 | 79,000 |
Loss on disposal of asset | $ 304,870 | |
Loss on issuance of shares for debt | $ 216,234 | |
Changes in operating assets and liabilities: | ||
Notes receivable | $ 75,000 | |
Loss (gain) on discharge of debt | $ 14,131 | (5,952) |
Contingent liabilities | 117,293 | (60,200) |
Accounts payable and accrued expenses | 513,240 | 156,431 |
Net Cash Used in Operating Activities | (84,700) | (253,888) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | $ 1,000 | $ (129,000) |
Refund of payments made for mineral properties | ||
Net Cash Used in Investing Activities | $ 1,000 | $ (129,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock | 479,232 | |
Proceeds from notes payable, net | $ 99,260 | 38,000 |
Proceeds from related party advances and notes | $ (15,504) | 15,919 |
Changes in related party advances and notes | (150,200) | |
Net Cash Provided by Financing Activities | $ 83,756 | 382,951 |
NET INCREASE (DECREASE) IN CASH | 56 | $ 63 |
CASH AT BEGINNING OF PERIOD | 63 | |
CASH AT END OF PERIOD | $ 119 | $ 63 |
CASH PAID FOR: | ||
Interest | ||
Income Taxes | ||
NON-CASH FINANCING ACTIVITIES | ||
Common stock issued to retire debt and accrued interest | $ 265,685 | $ 7,500 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Valley High Mining Company (“the Company”) was organized under the laws of the State of Utah on November 14, 1979 as Valley High Oil, Gas & Minerals, Inc. In April 2004, the Company reincorporated into the state of Nevada by merging with Valley High Mining Company, a Nevada corporation and wholly-owned subsidiary of the Company, which was incorporated on February 27, 2004. The Nevada corporation was the surviving entity. The Company changed its domicile to the state of Wyoming on February 3, 2016. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes”. This statement requires an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized no liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2015 and 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax liabilities in interest expense and penalties in operating expenses. During the years ended December 31, 2015 and 2014, the Company recognized interest accruals of $10,186 and $4,868, respectively. Loss Per Share The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share.” Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, There are several new accounting pronouncements issued by the FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of December 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. Impact of New Accounting Standards The FASB periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements. During this review the Company decided to early adopt ASU 2014-10 which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued expenses, and derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a framework for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. The Company utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. The fair value of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are both unobservable and significant to the overall fair value measurement. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows: Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access. Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps). Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | OTE 2 – GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it consummates a business combination. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS Management Compensation For the fiscal year ended December 31, 2014, the Company paid or accrued to its CEOs and President an aggregate of $152,000 in compensation and $201,000 in stock bonuses. For the fiscal year ended December 31, 2015, the Company paid or accrued to its CEO, CFO, and President an aggregate of $420,000 in compensation and $30,000 in bonuses. Office Space Effective March 1, 2014, the Company subleased, from a company under the control of our then current CEO/CFO, approximately 1,000 square feet of executive office space in Silverdale, WA at a rate of $1,000 per month on a month to month basis. Effective December 1, 2014, the rent was reduced to $500 per month and subsequently discontinued at the end of fiscal year ended December 31, 2014. |
Mineral Properties
Mineral Properties | 12 Months Ended |
Dec. 31, 2015 | |
Mineral Properties [Abstract] | |
MINERAL PROPERTIES | NOTE 4 – MINERAL PROPERTIES Effective September 8, 2012, the Company entered into a Joint Venture Agreement with Corizona Mining Partners, LLC (“Corizona”). The purpose of the agreement is to operate and develop certain mineral properties in Peru. As of December 31, 2012, the Company has made a capital contribution of $314,570 as part of its total funding commitment of $2,000,000. During the year ended December 31, 2013, the Company elected to terminate the joint venture. During the year ended December 31, 2013, the Company received $20,000 as a refund on payments previously made on mineral properties. During the year ended December 31, 2014, the Company recognized the funds provide in the transaction as a receivable per the Joint Venture Agreement. With little to no communication and no additional funds received, the Company has written off the outstanding amount as a loss on asset. Accounting for the transaction is as follows: Mineral Properties - 12/31/2012 $ 314,570 Net changes to asset – fye 12/31/2013 (9,700 ) Mineral Properties – 12/31/2013 304,870 Less: termination of venture (304,870 ) Mineral Properties – 12/31/2014 $ - |
Advances and Notes Payable to R
Advances and Notes Payable to Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Advances and Notes Payable to Related Parties [Abstract] | |
ADVANCES AND NOTES PAYABLE TO RELATED PARTIES | NOTE 5 – ADVANCES AND NOTES PAYABLE TO RELATED PARTIES Advances and notes payable to related parties at December 31, 2015 and 2014 had an outstanding balance of $0 and $16,577, respectively. The notes bear interest of 6%, and were due on demand. During the year ended December 31, 2014, the Company borrowed $15,918.58 in related party advances and the Company accrued interests for these loans in the amount of $658.60. The Company transferred $150,200 in related party loans to contingent liability during this same period to account for the potential liability of loans in question by current management from insider transactions in 2012 and 2013. |
Investment Receivable
Investment Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Investment Receivable [Abstract] | |
INVESTMENT RECEIVABLE | NOTE 6 – INVESTMENT RECEIVABLE In June 2014, the Company entered into a Regulation S Stock Purchase Agreement with a third party for the investment and purchase of $225,000 in common stock of the Company at $0.015 per share. After the 6-month term of the agreement expired without execution of the investment by the third party, the Company canceled the agreement and canceled the underlying shares on December 2014. In December 2014, the Company entered into a Regulation S Stock Purchase Agreement with a second third party for the investment and purchase of $350,000 in common stock of the Company at $0.0175 per share. The Company and investor have extended the agreement an additional 6 months to allow for the deposit and full execution of the agreement. However, the investor was unable to complete the agreement and the Company canceled the agreement and canceled the underlying shares on December 2015. |
Fix Assets and Impairments
Fix Assets and Impairments | 12 Months Ended |
Dec. 31, 2015 | |
Fix Assets and Impairments [Abstract] | |
FIX ASSETS AND IMPAIRMENTS | NOTE 7 – FIX ASSETS AND IMPAIRMENTS In December 2014, the Company acquired a Grow Pod in exchange for 16,125,000 shares of common stock. At the time of the transaction, the common stock of the Company was valued at $0.008 per share for a total booked asset of $129,000. Subsequently, the Company impaired the asset to its current replacement cost valued at $50,000 based on estimates from contractors. The difference between the purchase price and the replacement cost is attributed to the intellectual property applied to the configuration of the asset. During the fiscal year ended December 31, 2015 the Company added electrical improvements to the Pod in the amount of $1,000. As of the filing, and in conjunction with the departure of our prior CEO, the Company is not aware of the current location of the Pod. Therefore, while the Company maintains legal ownership of the Pod, the Company has chosen to fully impair the Pod due to the unknown whereabouts. The transaction has been accounted for as follows: Purchase of asset $ 129,000 Less: Impairment (79,000 ) Value of asset as of 12/31/2014 $ 50,000 Add: Improvements 1,000 Less: Depreciation (3,000 ) Less: Impairment (48,000 ) Value of asset as of 12/31/2015 $ - |
Notes Payable and Derivative Li
Notes Payable and Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable and Derivative Liability [Abstract] | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | NOTE 8 – NOTES PAYABLE AND DERIVATIVE LIABILITY Notes Payable At fiscal year ended December 31, 2015, the Company had third party notes payable and accrued interest in the amount of $140,964 compared to $73,951 in the prior fiscal year. The notes included notes to four unaffiliated parties at interest rates of between 6% and 8% per year. The notes expire during the 2015and 2016 fiscal year and are not secured by collateral of the Company. Several of these note are in default and the Company is in communication with the holders to resolve these outstanding issues. The notes are convertible into common stock, at the election of the holder, at discounts of between 40% and 50%. Two additional notes, totaling $11,250 are convertible into common stock of the Company at $0.001. Additionally, the Company is carrying $225,200 in notes payable contingent liability representing three (3) prior notes that are either in dispute or the Company is unable to substantiate. Derivative Liability The Company entered into an agreement which has been accounted for as a derivative. The Company has recorded a loss contingency associated with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be estimated. The main factors that will affect the fair value of the derivative are the number of the Company’s shares outstanding post acquisition or post offering and the resulting market capitalization. ASC Topic 815 (“ASC 815”) requires that all derivative financial instruments be recorded on the balance sheet at fair value. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company issued warrants and has evaluated the terms and conditions of the conversion features contained in the warrants to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the warrants represent freestanding derivative instruments that meet the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the warrants is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments of the warrants was measured at the inception date of the warrants and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date. The Company valued the conversion features in its warrants using the Black-Scholes model. The Black-Scholes model values the embedded derivatives based on a risk-free rate of return of 0.0131%, grant dates at December 31, 2014 and December 31, 2015, the term of the warrant extending 3 years from the date of a “reverse merger”, conversion of warrant shares is equal to 0.005% of the then outstanding common stock of the company, the conversion price is $0.001, current stock prices on the measurement date ranging from $0.0013 to $0.0290, and the computed measure of the Company’s stock volatility, ranging from 220% to 457%. Included in the December 31, 2015 and 2014 financial statements is a derivative liability in the amount of $681 and $6,233, respectively, to account for this transaction. It is revalued quarterly henceforth and adjusted as a gain or loss to the consolidated statements of operations depending on its value at that time. Included in our Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 are $5,552 and $331,564 in change of fair value of derivative in non-cash charges pertaining to the derivative liability as it pertains to the gain (loss) on derivative liability and debt discount, respectively. Derivative Liability December 31, 2015 December 31, 2014 Estimated number of underlying shares 511,055 441,228 Estimated market price per share $ 0.0014 $ 0.0142 Exercise price per share $ 0.001 $ 0.001 Expected volatility 220 % 457 % Expected dividends 0 % 0 % Expected term (in years) 3.00 3.00 The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis at December 31, 2015. These items are included in “derivative liability” on the consolidated balance sheet. Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total December 31, 2014 Liabilities: Derivative liability $ - $ - $ 6,233 $ 6,233 Total liabilities at fair value $ - $ - $ 6,233 $ 6,233 December 31, 2015 Liabilities: Derivative liability $ - $ - $ 681 $ 681 Total liabilities at fair value $ - $ - $ 681 $ 681 The main factors that will affect the fair value of the derivative are the number of shares outstanding post acquisition or post offering and the resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company estimated the future number of surviving shares and resulting market cap from a reverse merger based on a sample of reverse mergers completed by OTCBB companies during 2014 and 2015. The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2015 and 2014: 2015 2014 Beginning balance, January 1, $ (6,233 ) $ (337,797 ) Total gains (losses) included in earnings 5,552 331,564 Ending balance, December 31, $ (681 ) $ (6,233 ) |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Payable and Accrued Expenses [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES For the fiscal year ended December 31, 2015 and 2014, the Company recorded accounts payable and accrued expenses in the amounts of $768,022 and $254,782, respectively. The accounts payable and accrued expenses include $379,522 in legal, professional, and prior management fees, $4,500 to a third party for rents, and $384,060 to related parties for work performance ($245,060 to Richard Johnson, the former CEO and $139,000 to Peter Bianchi, the former President). |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | NOTE 10 – CAPITAL STOCK The Company has authorized 500,000,000 shares of common stock with a par value of $0.001. At December 31, 2015 and 2014, the Company had 102,210,918 and 88,245,691 shares issued and outstanding, respectively. During the year ended December 31, 2014, the Company issued 27,500,000 shares of common stock for services rendered with a fair value of $221,250, which was recorded to professional fees expense and management expense. During the year ended December 31, 2014, the Company issued 7,500,000 shares of common stock for debt reduction of $7,500. During the year ended December 31, 2014, the Company issued 15,000,000 shares of common stock towards an investment receivable in the amount of $525,000 pursuant to a Regulation S Stock Purchase Agreement. Due to non-performance of the Agreement, the Company has cancelled the shares. During the year ended December 31, 2014, the Company issued 168,935 shares of common stock for cash of $168.94, pursuant to the exercise of options. During the year ended December 31, 2014, the Company issued 16,125,000 shares of common stock for the purchase of assets valued at $129,000. During the year ended December 31, 2015 the Company issued 27,965,227 shares of common stock for debt reduction of $49,452. The Company recognized a loss of $216,234 on the transactions. On October 8, 2015, the Company issued 6,000,000 shares of common stock for services rendered with a value of $27,000, which was recorded to professional fees expense. During the year ended December 31, 2015, the Company issued 20,000,000 shares of common stock towards an investment receivable pursuant to a Regulation S Stock Purchase Agreement. Due to non-performance of the Agreement, the Company has cancelled the shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 34% marginal tax rate by the cumulative net operating losses of $1,744,028. The total valuation allowance is equal to the total deferred tax asset. The tax effects of significant items comprising the Company's net deferred taxes as of December 31, 2015 and 2014 were as follows: 2015 2014 Cumulative net operating losses $ 1,744,028 $ 942,225 Deferred tax assets: (34% Federal, 0% Nevada) Net operating loss carry forwards 592,969 320,357 Valuation allowance (592,969 ) (320,357 ) $ - $ - The income tax provision differs from the amount of income tax determined by applying the combined U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2015 and 2014 due to the following: 2015 2014 Tax benefit at statutory rate $ (4,164 ) $ (248,738 ) Common stock for services 27,000 221,250 (Gain) loss on derivative liability (5,552 ) (331,564 ) Debt discount - - Change in valuation allowance (17,284 ) 359,052 Actual tax expense $ - $ - The Company’s net operating loss carry forwards of approximately $1,744,028 expire in various years through 2034. The Company has not evaluated the impact of possible limitations on the utilization of its net operating loss carry forwards in future years under Section 382, if any, as a result of any changes in control. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Contingent Liabilities The Company recorded contingent liabilities for the fiscal year ended December 31, 2015 in the amount of $242,283. The contingent liability includes $167,283 for settlement of an arbitration dispute plus accrued interest and fees, and a $75,000 note payable, as further defined below, and two additional prior notes payable in the amount $10,000 and $140,200. The Company recorded contingent liabilities for the fiscal year ended December 31, 2014 in the amount of $275,200. The contingent liability includes $125,000 for settlement of an arbitration dispute as further defined below. Additional contingent liabilities has been accounted for in the amount of $150,200 for notes payable. These notes date back to the purchase of the mineral properties with a related party. The Company believes that these notes are to be discharged, however, until additional research and agreements have been reached, the Company is treating the amount as a contingent liability. In March 2014, the Company entered into a settlement agreement with one of its former CEO’s Andrew Telsey. A dispute arose with respect to the Company’s performance under such settlement agreement and, in accordance with the terms of such agreement, such party moved for arbitration to resolve such dispute. An agreement was reached in April 2015 during arbitration, however, the Company was unable to perform under the settlement agreement. The Company has recorded a liability in the amount of $125,000, plus accrued interest and fees of 42,283, to account for a total liability of $167,283, they will likely incur. Former CEO Fraud / Maleficence In October 2015, the Company entered into an agreement with Iconic Holdings (“Iconic”) with our then current CEO, Richard Johnson (“Johnson”). The note on the books for $30,000 was intended to go to a law firm for preparing an S-1 in the amount of $5,000,000, according to the executed term sheet. It is known that based on the financial status of Valley High Mining at the time, there was no way a $5,000,000 S-1 was going to get approved. Two thing happened during that transaction, 1) Iconic did not send the funds to the law firm as was stated in the Term Sheet, it was sent to the Company whereby Johnson paid some of the funds to himself; and 2) Iconic executed a "2nd Note" of $75,000 as consideration for the S-1, but no real consideration was given, except to say that Iconic would provide the S-1 funding, which was not possible. The events were all presented to Iconic, including the fact that Johnson signed it as sole director and never had Board consent (from Peter Bianchi, the second director at the time). Iconic agreed that it did not add up. The Company stated that Iconic should not be held accountable for Johnson's potential fraudulent act and that the Company would honor the $30,000 ($25,000 net amount) that Iconic wired to the Company. However, assuming that Iconic is familiar with S-1 filings and the funding in the amount of $5,000,000, they should know that the deal structure was not plausible, and therefore no consideration was being given for the $75,000 second note. Therefore, Iconic should have no claim to the second note and the Company will take legal action to defend (including both notes for fraud if needed). However, an additional second contingency for the face value of the $75,000 note is being added as a legal contingency until the matter is resolved. During the fiscal year ended December 31, 2015, the then current CEO, Richard Johnson, executed what current management has determined to be Management Fraud and an Illegal Act under SOX 404. During the fiscal year, Johnson issued to himself a Loan and withdrawals netting to $14,131 during the 4 th Legal proceedings On February 24, 2015, the Company was named a defendant in a complaint filed by John Michael Coombs in the Third Judicial District Court in and For Salt Lake County, State of Utah, alleging, among other things, Breach of Contract, in connection with a Warrant Agreement issued by the Company to Mr. Coombs in 2010. Management has informed Mr. Coombs that it fully intends to honor the Warrant Agreement and is in discussions to settle this matter. The Company carries this liability on its balance sheet as a derivative liability. Derivative Liability As described in Note 6, the Company entered into a warrant agreement which has been accounted for as a derivative. The Company has accrued a loss contingency associated with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be estimated. The fair value of this liability is closely linked to whether the Company enters a reverse merger, initiates a public offering of stock or engages in a similar transaction. The Company believes that the realization of one or more of these events in the near future is probable and when realized, it could have a material effect on the value of the derivative liability recorded. The main factors that will affect the fair value of the derivative are the number of shares outstanding post acquisition or post offering and the resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company utilized the Black-Scholes method in calculating the value of the warrant derivative. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company evaluated subsequent events through the date these financial statements were issued and determined that there were no material subsequent events that required recognition or additional disclosure in these financial statements, except as follows. Effective January 13, 2016, Clifford Pope was appointed the Company’s Chief Executive Officer, Chief Financial Officer, and sole director as filed in our Form 8-K on January 14, 2016. In conjunction with Mr. Pope’s appointment, our other two officers and directors, Johnson and Bianchi, either resigned or where relieved of their duties with the Company. Effective February 3, 2016, the Company changed its domicile from the state of Nevada to the State of Wyoming as filed in our Form 8-K on March 1, 2016. On February 24, 2016, the Company enter into a non-binding Letter of Intent to acquire all of the shares of GEAR Sports Nutrition Inc. (GEAR) and substantially all of the assets and certain liabilities of GEAR, which was subject to certain conditions. Subject to the Definitive Agreement and in connection with the Acquisition, the Company will acquire all of the outstanding capital stock of GEAR in exchange for shares of the Company’s common stock (Common Stock). Upon the closing, the Company will own 100% of GEAR common stock issued and outstanding along with all assets and liabilities of GEAR. GEAR will become a 100% owned subsidiary of the Company. In consideration of the Acquisition, the shareholders of GEAR shall exchange their shares for shares of the Company. In consideration of the execution of the Letter of Intent, the Company has caused to be issued Two Hundred Twenty-Five Million Restricted Shares (225,000,000) of the Company’s common stock on March 8, 2016, which marked the final conditional fulfillment of the Letter of Intent. The final number of shares to be issued is yet to be determined in the Definitive Agreement. The anticipated closing date for the Transactions shall be upon completion of GEAR audited Financial Statements and the filing of an Amended 8-K estimated to be complete within 72 days of the execution of this Letter of Intent or sooner (the Closing Date). Following the Closing Date, the Company will change its name to a mutually agreeable name, or such other name as shall be determined by the Company. In addition, the Company shall take any necessary action to amend and restate its organizational documents and bylaws prior to the Closing as may be required to complete the GEAR acquisition. In January 2016, the Company’s former CEO, Richard Johnson, converted his accrued payables into a note payable and subsequently sold the note to a third party. In February 2016, the Company entered into Novation Agreement with the third party which returned the note payable to the Company and the Company concurrently extinguished the note. The face value of the note was for $300,000 and the discharge of it will be reflected in our 1 st |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Organization | Organization Valley High Mining Company (“the Company”) was organized under the laws of the State of Utah on November 14, 1979 as Valley High Oil, Gas & Minerals, Inc. In April 2004, the Company reincorporated into the state of Nevada by merging with Valley High Mining Company, a Nevada corporation and wholly-owned subsidiary of the Company, which was incorporated on February 27, 2004. The Nevada corporation was the surviving entity. The Company changed its domicile to the state of Wyoming on February 3, 2016. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes”. This statement requires an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized no liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2015 and 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax liabilities in interest expense and penalties in operating expenses. During the years ended December 31, 2015 and 2014, the Company recognized interest accruals of $10,186 and $4,868, respectively. |
Loss Per Share | Loss Per Share The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share.” |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, There are several new accounting pronouncements issued by the FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of December 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. Impact of New Accounting Standards The FASB periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements. During this review the Company decided to early adopt ASU 2014-10 which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued expenses, and derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a framework for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. The Company utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. The fair value of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are both unobservable and significant to the overall fair value measurement. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows: Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access. Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps). Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. |
Mineral Properties (Tables)
Mineral Properties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Mineral Properties [Abstract] | |
Summary of Mineral Properties | Mineral Properties - 12/31/2012 $ 314,570 Net changes to asset – fye 12/31/2013 (9,700 ) Mineral Properties – 12/31/2013 304,870 Less: termination of venture (304,870 ) Mineral Properties – 12/31/2014 $ - |
Fix Assets and Impairments (Tab
Fix Assets and Impairments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fix Assets and Impairments [Abstract] | |
Summary of fix assets and impairment | Purchase of asset $ 129,000 Less: Impairment (79,000 ) Value of asset as of 12/31/2014 $ 50,000 Add: Improvements 1,000 Less: Depreciation (3,000 ) Less: Impairment (48,000 ) Value of asset as of 12/31/2015 $ - |
Notes Payable and Derivative 23
Notes Payable and Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable and Derivative Liability [Abstract] | |
Summary of fair value of derivative liability | December 31, 2015 December 31, 2014 Estimated number of underlying shares 511,055 441,228 Estimated market price per share $ 0.0014 $ 0.0142 Exercise price per share $ 0.001 $ 0.001 Expected volatility 220 % 457 % Expected dividends 0 % 0 % Expected term (in years) 3.00 3.00 |
Summary of fair value hierarchy for assets and liabilities | Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total December 31, 2014 Liabilities: Derivative liability $ - $ - $ 6,233 $ 6,233 Total liabilities at fair value $ - $ - $ 6,233 $ 6,233 December 31, 2015 Liabilities: Derivative liability $ - $ - $ 681 $ 681 Total liabilities at fair value $ - $ - $ 681 $ 681 |
Reconciliation of the beginning and ending balances for assets and liabilities | 2015 2014 Beginning balance, January 1, $ (6,233 ) $ (337,797 ) Total gains (losses) included in earnings 5,552 331,564 Ending balance, December 31, $ (681 ) $ (6,233 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Summary of net deferred taxes | 2015 2014 Cumulative net operating losses $ 1,744,028 $ 942,225 Deferred tax assets: (34% Federal, 0% Nevada) Net operating loss carry forwards 592,969 320,357 Valuation allowance (592,969 ) (320,357 ) $ - $ - |
Summary of income tax provision | 2015 2014 Tax benefit at statutory rate $ (4,164 ) $ (248,738 ) Common stock for services 27,000 221,250 (Gain) loss on derivative liability (5,552 ) (331,564 ) Debt discount - - Change in valuation allowance (17,284 ) 359,052 Actual tax expense $ - $ - |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of significant accounting policies (Textual) | ||
Incorporation date | Feb. 27, 2004 | |
Accrued interest on income tax | $ 10,186 | $ 4,868 |
Related Party Transaction (Deta
Related Party Transaction (Details) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2014USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction (Textual) | |||
Executive office space | ft² | 1,000 | ||
Sublease rent | $ 1,000 | ||
Rent expense | $ 500 | ||
Management Compensation [Member] | |||
Related Party Transaction (Textual) | |||
Aggregate compensation | $ 420,000 | 152,000 | |
Stock bonuses | $ 30,000 | $ 201,000 |
Mineral Properties (Details)
Mineral Properties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Mineral Properties [Abstract] | ||
Mineral Properties - Beginning Balance | $ 304,870 | $ 314,570 |
Net changes to asset | (9,700) | |
Less: termination of venture | $ (304,870) | |
Mineral Properties - Ending Balance | $ 304,870 |
Mineral Properties (Details Tex
Mineral Properties (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Mineral Properties (Textual) | ||||
Refund of payments made for mineral properties | ||||
Corizona Mining Partners, LLC [Member] | ||||
Mineral Properties (Textual) | ||||
Contribution to joint venture | $ 314,570 | |||
Total funding commitment | $ 2,000,000 | |||
Refund of payments made for mineral properties | $ 20,000 |
Advances and Notes Payable to29
Advances and Notes Payable to Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Advances And Notes Payable To Related Parties (Textual) | ||
Note payable outstanding balance | $ 0 | $ 16,577 |
Notes interest rate | 6.00% | |
Accrued interests amount | 658.60 | |
Proceeds from related party debt | $ (15,504) | 15,919 |
Changes in related party advances and notes | $ 150,200 |
Investment Receivable (Details)
Investment Receivable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | |
Investment Recivable (Textual) | ||||
Stock purchase agreement with third party | $ 350,000 | |||
Stock per share | $ 0.0142 | $ 0.0142 | $ 0.0014 | |
Common Stock [Member] | ||||
Investment Recivable (Textual) | ||||
Stock purchase agreement with third party | $ 350,000 | $ 225,000 | ||
Stock per share | $ 0.0175 | $ 0.015 | $ 0.0175 |
Fix Assets and Impairments (Det
Fix Assets and Impairments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fix Assets and Impairments [Abstract] | ||
Purchase of asset | $ 51,000 | $ 129,000 |
Less: Impairment | (48,000) | $ (79,000) |
Value of asset as of 12/31/2014 | 50,000 | |
Add: Improvements | 1,000 | |
Less: Depreciation | $ 3,000 | |
Value of asset as of 12/31/2015 | $ 50,000 |
Fix Assets and Impairments (D32
Fix Assets and Impairments (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Fixed Assets (Textual) | ||
Total booked asset | $ 129,000 | $ 51,000 |
Assets replacement cost | $ 50,000 | |
Electrical improvements | $ 1,000 | |
Grow Pod [Member] | ||
Fixed Assets (Textual) | ||
Common stock shares acquired | 16,125,000 | |
Stock price per share | $ 0.008 |
Notes Payable and Derivative 33
Notes Payable and Derivative Liability (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of fair value of derivative liability | ||
Estimated number of underlying shares | 511,055 | 441,228 |
Estimated market price per share | $ 0.0014 | $ 0.0142 |
Exercise price per share | $ 0.001 | $ 0.001 |
Expected volatility | 220.00% | 457.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (in years) | 3 years | 3 years |
Notes Payable and Derivative 34
Notes Payable and Derivative Liability (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Derivative Liability | $ 681 | $ 6,233 |
Total liabilities at fair value | $ 681 | $ 6,233 |
Level 1 [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Total liabilities at fair value | ||
Level 2 [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Total liabilities at fair value | ||
Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability | $ 681 | $ 6,233 |
Total liabilities at fair value | $ 681 | $ 6,233 |
Notes Payable and Derivative 35
Notes Payable and Derivative Liability (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||
Gain (Loss) on Derivative Liability | $ 5,552 | $ 331,564 |
Level 3 [Member] | ||
Derivative [Line Items] | ||
Beginning balance | (6,233) | (337,797) |
Ending balance | $ (681) | $ (6,233) |
Notes Payable and Derivative 36
Notes Payable and Derivative Liability (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Liability (Textual) | ||
Accrued interest | $ 140,964 | |
Prior fiscal year | $ 73,951 | |
Interest rate | 6.00% | |
Notes expiration date | Dec. 31, 2016 | |
Conversion of common stock | $ 11,250 | |
Conversion price | $ 0.001 | |
Contingent liability | $ 167,283 | $ 125,000 |
Risk-free interest rate | 0.0131% | |
Grant dates, description | Grant dates at December 31, 2014 and December 31, 2015 | |
Term of warrant | 3 years | |
Conversion of warrant, description | Conversion of warrant shares is equal to 0.005 | |
Stock price | $ 0.0014 | $ 0.0142 |
Volatility rate | 220.00% | 457.00% |
Derivative liability | $ 681 | $ 6,233 |
Gain (loss) on derivative liability | $ 5,552 | $ 331,564 |
Maximum [Member] | ||
Derivative Liability (Textual) | ||
Interest rate | 8.00% | |
Discount on percentage | 50.00% | |
Stock price | $ 0.0290 | |
Volatility rate | 457.00% | |
Minimum [Member] | ||
Derivative Liability (Textual) | ||
Interest rate | 6.00% | |
Discount on percentage | 40.00% | |
Stock price | $ 0.0013 | |
Volatility rate | 220.00% | |
Notes Payable [Member] | ||
Derivative Liability (Textual) | ||
Contingent liability | $ 225,200 |
Accounts Payable And Accrued 37
Accounts Payable And Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable And Accrued Expenses [Line Items] | ||
Accounts payable and accrued expenses | $ 768,022 | $ 254,782 |
Legal and professional fees | 379,552 | |
Accrued rent | 4,500 | |
Accrued expenses to related parties for work performance | 384,060 | |
Richard Johnson [Member] | ||
Accounts Payable And Accrued Expenses [Line Items] | ||
Accrued expenses to related parties for work performance | 245,060 | |
Peter Bianchi [Member] | ||
Accounts Payable And Accrued Expenses [Line Items] | ||
Accrued expenses to related parties for work performance | $ 139,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Oct. 08, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Stock Details Textual [Abstract] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 102,210,918 | 88,245,691 | |
Common stock,shares outstanding | 102,210,918 | 88,245,691 | |
Fair value of shares issued for services | 6,000,000 | 27,500,000 | |
Common stock issued for services | $ 27,000 | $ 27,000 | $ 221,250 |
Loss on issuance of shares for debt | 216,234 | ||
Commons shares issued for cash - option exercise | $ 169 | ||
Common shares issued for assets | 129,000 | ||
Common stock for debt reduction value | $ 49,452 | $ 7,500 | |
Shares issued as consideration of common stock. | 27,965,227 | 7,500,000 | |
Investment receivable amount | $ 525,000 | ||
Common Stock [Member] | |||
Capital Stock Details Textual [Abstract] | |||
Shares Issued towards investment receivable | 15,000,000 | ||
Commons shares issued for cash - option exercise | $ 169 | ||
Commons shares issued for cash - option exercise (in shares) | 168,935 | ||
Common shares issued for assets | $ 16,125 | ||
Common shares issued for assets (in shares) | 16,125,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes [Abstract] | ||
Cumulative net operating losses | $ 1,744,028 | $ 942,225 |
Deferred tax assets: (34% Federal, 0% Nevada) | ||
Net operating loss carry forwards | 592,969 | 320,357 |
Valuation allowance | $ (592,969) | $ (320,357) |
Deferred tax assets, net |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
Tax benefit at statutory rate | $ (4,164) | $ (248,738) |
Common stock for services | 27,000 | 221,250 |
(Gain) loss on derivative liability | $ (5,552) | $ (331,564) |
Debt discount | ||
Change in valuation allowance | $ (17,284) | $ 359,052 |
Actual tax expense |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
Deferred tax assets, Federal | 34.00% | 34.00% |
Cumulative net operating losses | $ 1,744,028 | $ 942,225 |
Deferred tax assets, Nevada | 0.00% | 0.00% |
Expiration date of tax | Dec. 31, 2034 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies (Textual) | ||||
Principal amount | $ 75,000 | |||
Contingent liability | $ 242,283 | 275,200 | ||
Deposit to cover storage fees | 75,000 | |||
Contingent liability - notes | 225,200 | 150,200 | ||
Contingent liability - legal | 167,283 | 125,000 | ||
Legal expense contengency | 42,283 | $ 125,000 | ||
Note payable one [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Contingent liability - notes | 10,000 | |||
Note payable two [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Contingent liability - notes | 140,200 | |||
Third Party [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Contingent liability | $ 125,000 | |||
Contingent Liabilities [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Contingent liability | 167,283 | |||
Legal expense contengency | $ 42,283 | 75,000 | ||
Richard Johnson [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Loan and written off uncollectable amount | $ 14,131 | |||
Richard Johnson [Member] | Iconic Holdings [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Notes payable | $ 30,000 | |||
Executed term sheet | 5,000,000 | |||
Settlement net amount | 25,000 | |||
Richard Johnson [Member] | Note payable one [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Cash consderation | 75,000 | |||
Richard Johnson [Member] | Note payable two [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Principal amount | 75,000 | |||
Cash consderation | $ 75,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Mar. 08, 2016 | Mar. 31, 2016 | Feb. 24, 2016 |
Subsequent Events (Textual) | |||
Ownership percentage in GEAR Sports Nutrition Inc. | 100.00% | ||
Number of restricted shares | 225,000,000 | ||
Richard Johnson [Member] | |||
Subsequent Events (Textual) | |||
Face value of the note | $ 300,000 |