| Document and Entity Information - shares | 9 Months Ended | |
| Sep. 30, 2016 | Oct. 20, 2016 | |
| Document And Entity Information | ||
| Entity Registrant Name | 024 Pharma, Inc. | |
| Entity Central Index Key | 1,307,969 | |
| Document Type | 10-Q | |
| Document Period End Date | Sep. 30, 2016 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Is Entity a Well-known Seasoned Issuer? | No | |
| Is Entity a Voluntary Filer? | Yes | |
| Is Entity's Reporting Status Current? | No | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 336,354,321 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2,016 |
| Condensed Balance Sheets (Unaudited) | Sep. 30, 2016USD ($) |
| Current | |
| Cash | $ 20,956 |
| Harmonized sales tax recoverable | 39,555 |
| Due from related companies | 6,518 |
| Total current assets | 67,029 |
| Equipment | 4,290 |
| Total assets | 71,319 |
| Current | |
| Accounts payable and accrued charges | 11,868 |
| Accrued management salaries | 6,900 |
| Income taxes payable | 10,725 |
| Advances from shareholder | 4,386 |
| Total current liabilities | 33,879 |
| SHAREHOLDERS' EQUITY | |
| Share Capital | 1 |
| Retained Earnings | 37,439 |
| Total shareholders' equity | 37,440 |
| Total liabilities and shareholders' equity | $ 71,319 |
| Condensed Statement of Earnings (Unaudited) | 9 Months Ended |
| Sep. 30, 2016USD ($) | |
| Income Statement [Abstract] | |
| Sales | $ 412,332 |
| Cost of Sales | 261,642 |
| Gross Profit | 150,690 |
| Expenses | |
| Shipping costs | 48,366 |
| Selling expenses | 13,600 |
| Advertising and promotion | 19,210 |
| Management bonus | 6,900 |
| Salaries and benefits | 4,273 |
| Occupancy costs | 4,165 |
| Subcontracts | 3,029 |
| Repairs and maintenance | 748 |
| Travel | 696 |
| Office and general | 660 |
| Professional fees | 607 |
| Vehicle expense | 79 |
| Telephone and telecommunications | 76 |
| Interest and bank charges | 35 |
| Amortization | 694 |
| Total operating expenses | 103,140 |
| Earnings Before Income Taxes | 47,550 |
| Provision for income taxes | 10,725 |
| Net Earnings | $ 36,825 |
| Condensed Statement of Retained Earnings | 9 Months Ended |
| Sep. 30, 2016USD ($) | |
| Beginning balance | $ 614 |
| Net earnings | 36,825 |
| Ending balance | $ 37,440 |
| 1. Background | 9 Months Ended |
| Sep. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| 1. Background | B Green Innovations, Inc., a Matawan, New Jersey-based corporation, (OTC Pink® marketplace: BGNN), formerly iVoice Technology, Inc., (“B Green Innovations” or the “Company”) was incorporated under the laws of New Jersey on November 10, 2004 as a wholly owned subsidiary of iVoice, Inc. (“iVoice”). In May 2008, the Company formed B Green Innovations, Inc. (“B Green”), a wholly-owned subsidiary to commercialize its “green” technology platforms. On November 17, 2009, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), B Green Innovations, Inc., a wholly owned subsidiary of iVoice Technology, Inc., merged into iVoice Technology, Inc. On July 28, 2009, the Board of Directors and shareholders through written consent representing a majority of the total voting Class A and Class B Common stock voted to change the name of the Company to B Green Innovations, Inc. On November 20, 2009, the Company filed an Amendment to the Certificate of Incorporation with the State of New Jersey to officially change the name of the Company. On October 8, 2016, the Registrant’s Board of Directors, acting pursuant to its Amended Articles of Incorporation, unanimously approved to change the name of the Registrant from B Green Innovations, Inc. to 024 Pharma, Inc. by amending Article One of the Registrant’s Articles of Incorporation. The purpose of the name change is to more fully encapsulate the Registrant’s current operations and business direction. The New Jersey Secretary of State, effective October 12, 2016, processed the name change and the Registrant has filed for a symbol change with the Financial Industry Regulatory Authority (“FINRA”). The Company will also obtain a new CUSIP number in connection with the name change. |
| 2. Business Operations | 9 Months Ended |
| Sep. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| 2. Business Operations | 024 Pharma, Inc. provides the best nutrition in every area that matters. From vitamin and mineral supplements, stress release, joint and heart health, and weight-loss products, skin care, healthy hair and anti-aging. 024 Pharma, Inc. gives you what you need to create healthier lives for you and your family. 024 Pharma, Inc. is known in the international market for its unique global shareholders system. Company promotes the concept of "People-oriented, Just and Equitable" which received high appraisal from the majority of the personage from the industry. Everyone can join and become a shareholder. Everyone can share the return on 024's Pharma, Inc's investment. 024 Pharma, Inc. is destined to become the most influential and competitive shareholders group. 024 Pharma’s premium quality products do more than improve people’s health—they transform their lives. Sourced, manufactured and tested against the most rigorous quality standards, our unique product portfolio delivers more than over 220 personalized solutions to optimize your health. Company’s staff science team formulates products with a relentless commitment to ingredient purity and potency. That’s why customers trust theirr products to deliver proven, repeatable results. 024 Pharma make and package products in their own facility, under conditions and guidelines that meet the most stringent global regulations. Outfitted with state-of-the-art instrumentation and combining the skills of accomplished scientists, researchers and medical professionals, our research lab creates a unique environment in which to pursue scientific discovery and advancement, and it is the hub of our product development and testing. |
| 3. Going Concern | 9 Months Ended |
| Sep. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| 3. Going Concern | The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. Management plans to increase the development, manufacture, and distribution of products to generate a positive cash flow. |
| 4. Summary of Significant Accounting Policies | 9 Months Ended |
| Sep. 30, 2016 | |
| Accounting Policies [Abstract] | |
| 4. Summary of Significant Accounting Policies | a) Basis of Presentation The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2015 financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These results are not necessarily indicative of the results to be expected for the full year. These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. b) 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 and disclosure of contingent 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. c) Revenue Recognition In addition to cash flow generated from sale of natural supplements such as: · Diabetes · Lung cleanse · Seal oil · Prostate · Stress less Company intends to produce the “health phone” that will significantly increase demand in their product and enlarge the product purchase. Clients will be able to purchase products through this smartphone and it contains application that measure heartbeat, calories, fat, excises schedule etc. The most important thing is that clients will have this option to talk to health specialists. d) Product Warranties The Company estimates its warranty costs based on historical warranty claims experience in estimating potential warranty claims. Management has determined that warranty costs are immaterial and has not included an accrual for potential warranty claims. Presently, costs related to warranty coverage are expensed as incurred. Warranty claims are reviewed quarterly to verify that warranty liabilities properly reflect any remaining obligation based on the anticipated expenditures over the balance of the obligation period. e) Research and Development Costs Research and development costs are charged to expense when incurred. The Company has not incurred any research and development costs for the nine months ended September 30, 2016. f) Advertising Costs Advertising costs are expensed as incurred and are included in selling expenses. The Company has incurred advertising costs for the nine months ended September 30, 2016 and it counts $19,210.46 USD. g) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. There were no cash equivalents at September 30, 2016 and December 31, 2015. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. h) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of September 30, 2016 the Company believes it has no significant risk related to its concentration within its accounts receivable. j) Accounts Receivable Accounts receivable are non-interest bearing obligations due under normal trade terms. Senior management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of September 30, 2016 and December 31, 2015 is adequate. j) Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs are charged to expense as incurred. k) Intangible Assets Registration and maintenance costs associated with the filing and registration of patents are prepaid and amortized over the remaining life of the patent, not to exceed 20 years. Costs associated with such patents are not approved or abandoned. l) Income Taxes The Company accounts for income taxes using the asset and liability method described in FASB ASC 740. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit, which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined, that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance, the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets. The Company adopted FASB ASC 740-10-50, Accounting for Uncertainty in Income Taxes. ASC 740-10-50 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the three and nine months ended September 30, 2016 and 2015, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of September 30, 2016 and December 31, 2015. m) Fair Value of Financial Instruments The carrying amounts reported in the balance sheets as of September 30, 2016 and December 31, 2015 for cash and cash equivalents, marketable securities, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable and accrued expenses other current liabilities approximate the fair value because of the immediate or short-term maturity of these financial instruments. The fair value of the debt approximates its carrying value at the stated discount rate of the debt to reflect recent market conditions. n) Long-Lived Assets The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the three and nine months ended September 30, 2016 and 2015. o) Recent Accounting Pronouncements There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
| 7. Promissory Notes Payable | 9 Months Ended |
| Sep. 30, 2016 | |
| Debt Disclosure [Abstract] | |
| 7. Promissory Notes Payable | On January 7, 2013, the Company executed a demand promissory note, with a value of $110,000, with an unrelated party to convert unpaid legal fees to a promissory note. The note will bear interest at the rate of prime plus 1.0% per annum, with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the advance. At various time during 2013 and 2014, the Company was notified that the unpaid principal and accrued interest on this note was assigned to other unrelated parties and concurrent with the assignments, the Company consented to add conversion rights to the new owner. Under the terms of the Securities and Settlement Agreements, the new owners can convert amounts due into shares of Class A Common Stock at a conversion price of $.00005 (subsequently changed to $.50 per the reverse stock split) per shares and the ownership cannot exceed 9.99% at any time. As of December 31, 2015, the holder of the note has fully liquidated the principal balance and accrued interest on this note through the assignments of the note to other unrelated parties. On May 15, 2013 the Company executed a demand convertible promissory note, with a value of $110,788, with an unrelated party to convert unpaid legal fees into various promissory notes. The notes will bear interest at the rate of prime plus 1.0% per annum, with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the advance. Under the terms of these promissory notes, at the option of the note holder, prepayment of principal and interest can be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment of interest. The note holder is limited from beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s Class A Common Stock. The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. As of March 31, 2016, the holder has assigned an aggregate of $64,941 of this note to other unrelated parties. As of March 31, 2016, the principal balance on this note was $45,846 and accrued interest is $12,064. On August 14, 2013, the Company executed a demand convertible promissory note, with a value of $6,000, with unrelated party to secure additional funding for the Company’s financing. The note will bear interest at the rate of prime plus 1.0% per annum, with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional amounts, with an aggregate of $50,509 was advanced by the holder and added to the principal of the note and shall accrue interest from the date of the advance. Under the terms of the promissory note, at the option of the note holder, prepayment of principal and interest can be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment of interest. The note holder is limited from beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s Class A Common Stock. The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. As of March 31, 2016, the principal balance on the note was $56,509 and accrued interest is $5,882. On October 1, 2013 the Company executed a demand convertible promissory note, with a value of $90,000, with an unrelated party to convert unpaid legal fees into various promissory notes. The notes will bear interest at the rate of prime plus 1.0% per annum, with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the advance. Under the terms of these promissory notes, at the option of the note holder, prepayment of principal and interest can be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment of interest. The note holder is limited from beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s Class A Common Stock. The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. As of March 31, 2016, the principal balance on this note was $90,000 and accrued interest is $10,535. At various times in 2013 and 2014, the Company consented to the assignments of the January 7, 2013 and the May 15, 2013 demand promissory notes, with an aggregate value of $118,000, to other unrelated parties. Pursuant to the terms of the various agreements, the new owners can convert amounts due into shares of Class A Common Stock at a conversion price of $.00005 (subsequently changed to $.50 per the reverse stock split) per shares and the ownership cannot exceed 9.99% at any time. During 2013 and 2014, the new owners converted $108,584 of this debt into approximately 10,136,371 (1,363,708,226 pre-reverse split plus 10,000,000 post split) shares of Class A Common Stock. As of March 31, 2016, the new owners still have an unpaid balance of $27,360, representing principal and accrued interest, of these notes. On April 1, 2014, the Company executed an Original Issue Discount Convertible Promissory Note with an unrelated party to secure additional funding for the Company’s financing. The face amount of the note is $37,500 and the purchase price was $25,000. The debt discount of $12,500 was amortized monthly over the original term of the note. The note was due on March 28, 2015 and shall accrue late fees of 22% per annum on all overdue unpaid principal. After the maturity date, the holder of the note can convert amounts due for unpaid principal and accrued interest into shares of Class A Common Stock at a conversion price of $.00005 (subsequently changed to $.50 per the reverse stock split) per share and their ownership cannot exceed 4.99% at any time. As of March 31, 2016, the principal balance on the note was $37,500 and accrued interest was $8,340. On January 15, 2015, the Company issued a 8% Convertible Redeemable Note to LG Capital Funding. Amounts due under this note are due on or before January 13, 2016. LG Capital Funding has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest closing bid price of the Common Stock during the twenty (20) trading days immediately preceding the Conversion Date. LG Capital Funding may not convert the note into shares of Class A Common Stock if such conversion would result in LG Capital Funding beneficially owning in excess of 9.9% of the then issued and outstanding shares of Class A Common Stock. During the three months ended March 31, 2016, the note holder converted $7,116 of debt and accrued interest into 35,420,651 shares of Class A Common Stock. As of March 31, 2016, the outstanding balance on this note was $72,200 and accrued interest was $9,587. In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the LG Capital Funding note met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.00%; expected dividend yield: 0%: expected life: 1 years; and volatility: 332.49%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue date, the Company recorded the conversion options as a liability of $128,588, recorded a debt discount of $78,750, and charged Other Expense - Loss on Valuation of Derivative for $49,838. For the three months ended March 31, 2016, the Company recorded a cumulative Loss on Valuation of Derivative in the amount of $43,544 on the fluctuation in the current market prices. On March 16, 2015, the Company consented to the assignments of a portion of the May 15, 2013 demand promissory notes (see above), with an aggregate value of $55,394, to Tangiers Investment Group. Pursuant to the terms of the agreement, the new owners can convert amounts due into shares of Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest trading price of the Common Stock during the twenty (20) trading days immediately preceding the Conversion Date and the ownership cannot exceed 9.99% at any time. During 2015, the new owners converted an aggregate of $55,394 of this debt into 55,582,636 shares of Class A Common Stock. As of December 31, 2015, the new owners have fully liquidated the principal balance of this agreement. On March 19, 2015, the Company issued a 10% Convertible Promissory Note to Tangiers Investment Group. Amounts due under this note are due on or before March 18, 2017. Tangiers Investment Group has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest trading price of the Common Stock during the twenty (20) trading days immediately preceding the Conversion Date. Tangiers Investment Group may not convert the note into shares of Class A Common Stock if such conversion would result in the owners beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock. During the three months ended March 31, 2016, the note holder converted $2,390 of debt into 19,916,667 shares of Class A Common Stock. As of March 31, 2016, the outstanding balance on this note was $52,610 and accrued interest was $5,696. In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Tangiers Investment Group notes met the criteria of an embedded derivative, and therefore the conversion feature of these debentures needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.00%; expected dividend yield: 0%: expected life: 2 years; and volatility: 308.61%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue date, the Company recorded the aggregate conversion options as a liability of $234,143, recorded a debt discount of $110,394, and charged Other Expense - Loss on Valuation of Derivative for $123,749. For the three months ended March 31, 2016, the Company recorded a Loss on Valuation of Derivative in the amount of $28,507 on the fluctuation in the current market prices. On December 15, 2015, the Company issued a 10% Convertible Note to JSJ Investments Inc. Amounts due under this note are due on or before December 15, 2016. JSJ Investments Inc. has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to 46% discount to the lowest trading price during the twenty (20) trading days to the date of Conversion. JSJ Investments Inc. may not convert the note into shares of Class A Common Stock if such conversion would result in the owners beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock. As of March 31, 2016, the outstanding balance on this note was $12,500 and accrued interest was $366. In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the JSJ Investments Inc. note met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.00%; expected dividend yield: 0%: expected life: 1 years; and volatility: 197.44%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue date, the Company recorded the conversion options as a liability of $26,464, recorded a debt discount of $12,500, and charged Other Expense - Loss on Valuation of Derivative for $13,964. For the three months ended March 31, 2015, the Company recorded an additional Loss on Valuation of Derivative in the amount of $7,874 on the fluctuation in the current market prices. |
| 8. Related Party Transactions | 9 Months Ended |
| Sep. 30, 2016 | |
| Related Party Transactions [Abstract] | |
| 8. Related Party Transactions | On May 8, 2007, the Company executed a Security Agreement providing Jerome Mahoney, President and Chief Executive Officer of the Company, with a security interest in all of the assets of the Company to secure the promissory note dated August 5, 2005 and all future advances including, but not limited to, additional cash advances: deferred compensation, deferred expense reimbursement, deferred commissions and income tax reimbursement for the recognition of income upon the sale of common stock for the purpose of the holder advancing additional funds to the Company. This security interest expired in 2012, as the UCC Financing Amendment was never filed to continue the security interest of the creditor for the additional period provided by applicable law. The Company entered into a five-year employment agreement with Jerome Mahoney to serve as Non-Executive Chairman of the Board of Directors, effective August 1, 2004. On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney, the Company’s CEO, was extended to July 31, 2016. The Company will compensate Mr. Mahoney with a base salary of $85,000 for the first year with annual increases based on the Consumer Price Index. Mr. Mahoney had a consulting agreement with the Company’s former subsidiary B Green Innovations for annual compensation of $24,000 and upon every annual anniversary thereafter, at the rate based on the increase in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long Island). Effective January 1, 2010, this amount was added to Mr. Mahoney’s base salary. On June 15, 2010, Mr. Mahoney’s employment agreement was amended to increase the base salary to $195,000 effective July 1, 2010. All other terms of the Employment Agreement shall remain in full force and effect. A portion of Mr. Mahoney’s compensation shall be deferred until such time that the Board of Directors determines that the Company has sufficient financial resources to pay his compensation in cash. For the three months ended March 31, 2016, Mr. Mahoney drew $3,000 of his salary and the remainder was accrued to deferred compensation. The Board has the option to pay Mr. Mahoney’s compensation in the form of Class B Common Stock. Mr. Mahoney will also be entitled to certain bonuses based on mergers and acquisitions completed by the Company. Pursuant to the terms of the Class B Common Stock, a holder of Class B Common Stock has the right to convert each share of Class B Common Stock into the number of shares of Class A Common Stock determined by dividing the number of Class B Common Stock being converted by a 20% discount of the lowest price for which the Company had ever issued its Class A Common Stock. On August 28, 2014, the Company converted $148,396 of deferred compensation into 148,396 shares of Class B Common Stock. On September 15, 2014, the Company received a forgiveness of debt in the amount of $500,000 from Mr. Mahoney. As of March 31, 2016 and December 31, 2015, total deferred compensation and accrued interest due to Mr. Mahoney was $840,536 and $785,314 respectively. |
| 9. Income Taxes | 9 Months Ended |
| Sep. 30, 2016 | |
| Income Tax Disclosure [Abstract] | |
| 9. Income Taxes | The tax effect of temporary differences, primarily net operating loss carry forwards, asset reserves and accrued liabilities give rise to a deferred tax asset. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period. |
| 4. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
| Sep. 30, 2016 | |
| Accounting Policies [Abstract] | |
| a) Basis of Presentation | a) Basis of Presentation The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2015 financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These results are not necessarily indicative of the results to be expected for the full year. These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. |
| b) Use of Estimates | b) 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 and disclosure of contingent 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. |
| c) Revenue Recognition | c) Revenue Recognition In addition to cash flow generated from sale of natural supplements such as: · Diabetes · Lung cleanse · Seal oil · Prostate · Stress less Company intends to produce the “health phone” that will significantly increase demand in their product and enlarge the product purchase. Clients will be able to purchase products through this smartphone and it contains application that measure heartbeat, calories, fat, excises schedule etc. The most important thing is that clients will have this option to talk to health specialists. |
| d) Product Warranties | d) Product Warranties The Company estimates its warranty costs based on historical warranty claims experience in estimating potential warranty claims. Management has determined that warranty costs are immaterial and has not included an accrual for potential warranty claims. Presently, costs related to warranty coverage are expensed as incurred. Warranty claims are reviewed quarterly to verify that warranty liabilities properly reflect any remaining obligation based on the anticipated expenditures over the balance of the obligation period. |
| e) Research and Development Costs | e) Research and Development Costs Research and development costs are charged to expense when incurred. The Company has not incurred any research and development costs for the nine months ended September 30, 2016. |
| f) Advertising Costs | f) Advertising Costs Advertising costs are expensed as incurred and are included in selling expenses. The Company has incurred advertising costs for the nine months ended September 30, 2016 and it counts $19,210.46 USD. |
| g) Cash and Cash Equivalents | g) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. There were no cash equivalents at September 30, 2016 and December 31, 2015. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. |
| h) Concentration of Credit Risk | h) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of September 30, 2016 the Company believes it has no significant risk related to its concentration within its accounts receivable. |
| j) Accounts Receivable | j) Accounts Receivable Accounts receivable are non-interest bearing obligations due under normal trade terms. Senior management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of June 30, 2016 and December 31, 2015 is adequate. |
| j) Property and Equipment | j) Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs are charged to expense as incurred. |
| k) Intangible Assets | k) Intangible Assets Registration and maintenance costs associated with the filing and registration of patents are prepaid and amortized over the remaining life of the patent, not to exceed 20 years. Costs associated with such patents are not approved or abandoned. |
| l) Income Taxes | l) Income Taxes The Company accounts for income taxes using the asset and liability method described in FASB ASC 740. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit, which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined, that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance, the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets. The Company adopted FASB ASC 740-10-50, Accounting for Uncertainty in Income Taxes. ASC 740-10-50 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the three and nine months ended September 30, 2016 and 2015, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of June 30, 2016 and December 31, 2015. |
| m) Fair Value of Financial Instruments | m) Fair Value of Financial Instruments The carrying amounts reported in the balance sheets as of June 30, 2016 and December 31, 2015 for cash and cash equivalents, marketable securities, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable and accrued expenses other current liabilities approximate the fair value because of the immediate or short-term maturity of these financial instruments. The fair value of the debt approximates its carrying value at the stated discount rate of the debt to reflect recent market conditions. |
| n) Long-Lived Assets | n) Long-Lived Assets The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the three and nine months ended September 30, 2016 and 2015. |
| o) Recent Accounting Pronouncements | o) Recent Accounting Pronouncements There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
| 4. Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
| Sep. 30, 2016USD ($) | |
| Accounting Policies [Abstract] | |
| Research and development expenses | $ 0 |
| Advertising costs | 19,210 |
| Cash equivalents | $ 0 |
