Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 30, 2013 | |
Document and Entity Information: | ' | ' | ' |
Entity Registrant Name | 'Frontier Beverage Company, Inc | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001311735 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 217,081,000 | ' |
Entity Public Float | ' | ' | $107,380 |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Voluntary Filers | 'Yes | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 |
ASSETS | ' |
Total Assets | $0 |
Current Liabilities | ' |
Convertible notes payable | 240,339 |
Loans payable | 22,675 |
Accrued compensation-related parties. | 152,500 |
Accounts payable | 67,005 |
Derivative liability | 676,331 |
Total current liabilities | 1,158,850 |
Commitments and Contingencies. | ' |
Stockholders' Deficit: | ' |
Frontier Beverage Company, Inc. Stockholders' Deficit Preferred stock - par value $0.001; 100,000,000 shares authorized; no shares issued and outstanding | 0 |
Common stock - par value $0.001; 500,000,000 shares authorized; 131,781,000 shares issued and outstanding | 131,781 |
Additional paid-in capital | 1,175,500 |
Accumulated deficit | -2,466,131 |
Total Frontier Beverage Company, Inc. Stockholders' deficit | -1,158,850 |
Total liabilities and stockholders' deficit | $0 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $) | Dec. 31, 2013 |
Parentheticals | ' |
Preferred Stock, par value | $0.00 |
Preferred Stock, shares authorized | 100,000,000 |
Common Stock, par value | $0.00 |
Common Stock, shares authorized | 500,000,000 |
Common Stock, shares issued | 131,781,000 |
Common Stock, shares outstanding | 131,781,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Revenues: | ' |
Revenues, net | $0 |
Cost of goods sold | 0 |
Gross profit | 0 |
Operating expenses | ' |
Selling, general and administrative | 1,186,461 |
Total operating expenses | 1,186,461 |
Loss from operations | -1,186,461 |
Other income (expenses) | ' |
Loss on change in fair market value of derivative liabiity | -435,962 |
Gain on forgiveness of debt | 80,487 |
Total other income (expense) | -355,475 |
Loss before taxes | -1,541,936 |
Provision for income taxes | 0 |
Net loss | ($1,541,936) |
Loss per share, basic and diluted | ($0.02) |
Weighted average number of shares outstanding, basic and diluted | 63,874,151 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock Shares | Common Stock Amount | Paid-in Capital | Deficit Accumulated During Exploration Stage | Total |
USD ($) | USD ($) | ||||
Balance at Feb. 20, 2013 | 163,781,000 | 163,781 | ' | -924,195 | -760,414 |
Common stock issued for services, | 38,000,000 | 38,000 | 955,500 | ' | 993,500 |
Common stock issued for conversion of debt, | 30,000,000 | 30,000 | 120,000 | ' | 150,000 |
Sale of 30% shares of 22 Scoial Club Production, Inc. in exchange for shares of common stock | -100,000,000 | -100,000 | 100,000 | ' | 0 |
Net loss , | ' | ' | ' | ($1,541,936) | ($1,541,936) |
Balance at Dec. 31, 2013 | 131,781,000 | 131,781 | 1,175,500 | -2,466,131 | -1,158,850 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
CASH FLOWS OPERATING ACTIVITIES | ' |
Net Loss | ($1,541,936) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ' |
Loss on change in fair market value of derivative liability | 435,962 |
Common stock issued for services, | 993,500 |
Gain on forgiveness of debt | -80,487 |
Changes in operating assets and liabilities: | ' |
Accounts payable and accrued expenses | 40,461 |
Accrued compensation-related parties | 152,500 |
Net cash used in operating activities | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | 0 |
Increase (decrease) in cash | 0 |
Cash, beginning of year | 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' |
Interest paid | 0 |
Income taxes paid | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' |
Common stock issued for conversion of debt | 150,000 |
Sale of 30% shares of 22 Social Club Production, Inc. in exchange for shares of common stock | '100000 |
Recapitalization effect | $924,195 |
ORGANIZATION_AND_BUSINESS_AND_
ORGANIZATION AND BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
ORGANIZATION AND BUSINESS AND GOING CONCERN | ' |
ORGANIZATION AND BUSINESS AND GOING CONCERN | ' |
NOTE 1 -- ORGANIZATION AND BUSINESS AND GOING CONCERN | |
Frontier Beverage Company, Inc., f/k/a Assure Data, Inc. (the "Company", “we”, “us” or “our”) is a Nevada corporation that was formed in November 2002 and commenced operations in April 2003. The Company provided fully automated remote data backup services for small to medium sized businesses. | |
The Company purchased from Innovative Beverage Group, Holdings, Inc. its Trademarks and intellectual property rights of a beverage called “Unwind.” See further information disclosed at “Item 1. Business – Intellectual Property.” | |
On July 1, 2013, controlling interest in the Company was sold to Ruben Yakubov who became the sole director and officer after the resignation of Terry Harris from all positions he had held since 2009. Following, on July 10, 2013, the Company increased its authorized common shares to 500,000,000, par value $0.001 and 100,000,000 preferred shares, par value $0.001. | |
On October 9, 2013, the Company entered into share exchange agreement to acquire 100% of the issued and outstanding share capital with Gallant Acquisition Corp. (GAC) the 100% owner of all of the issued and outstanding share capital of 22 Social Club Productions (22 SCP) and its subsidiaries, Blue 22 Entertainment and Appquest, Inc. for 140,000,000 common shares of the Company and 5,000,000 shares of common stock of the Company to Appquest, Inc. Effectively, 22 SCP held 89% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where 22 SCP is deemed to be the acquirer and or the surviving entity for accounting purposes. | |
The transaction is accounted for using the purchase method of accounting. As a result of the recapitalization and change in control, 22 SCP is the acquiring entity in accordance with ASC 805, Business Combinations. Accordingly, the historical financial statements are those of 22 SCP, the accounting acquirer, immediately following the consummation of the reverse merger. | |
22 Social Club Productions, Inc. and Blue 22 Entertainment possess certain contracts for the production of live music concerts. The business plan calls for immediate expansion production and development of entertainment content including production of live events, production and development of independent films, reality television and management and talent booking services. | |
On December 31, 2013, the Company sold 30% shares of 22 Social Club Productions, Inc. to GAC, a related party in return of 100,000,000 restricted common shares from the share exchange agreement entered into on October 9, 2013. | |
Basis of presentation and going concern uncertainty | |
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At December 31, 2013, the Company has an accumulated deficit of $2,466,131, and for the period from February 20, 2013 (date of inception) through December 31, 2013 incurred net loss of $1,541,936. Management plans to increase operations to include the marketing of the Company's beverage products and concert promotions by obtaining additional funds through the issuance of securities or borrowings. Accordingly, management is of the opinion that marketing combined with additional funding will result in improved operations and cash flow in 2014 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations, and therefore, these matters raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. |
SUMMARY_OF_SIGNFICIANT_ACCOUNT
SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES | 12 Months Ended | |||
Dec. 31, 2013 | ||||
SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES: | ' | |||
SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES | ' | |||
NOTE 2 – SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES | ||||
Cash | ||||
For purposes of the Statements of Cash Flows, the Company considers amounts held by financial institutions and short-term investments with an original maturity of 90 days or less to be cash and cash equivalents. In the future, the Company may periodically make deposits with financial institutions in excess of the maximum federal insurance limits (FDIC) of $250,000 per bank. | ||||
Stock Based Compensation | ||||
The Company adopted the SFAS guidance which requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards. In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, | ||||
the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. Applying this guidance had no impact on the consolidated financial statements for the period from February 20, 2013 (date of inception) through December 31, 2013. | ||||
Earnings per Share | ||||
The Company calculates earnings per share (“EPS”) in accordance with the SFAS guidance for Earnings per Share, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock outstanding plus all potentially dilutive shares of Common Stock outstanding during the period. Such potential dilutive shares of Common Stock consist of stock options, non-vested shares (restricted stock) and warrants. At December 31, 2013, there were no potential shares of Common Stock that would have an anti-dilutive effect. | ||||
Income Taxes | ||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||||
Derivative Liabilities | ||||
The Company assessed the classification of its derivative financial instruments as of December 31, 2013, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. | ||||
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. | ||||
Financial Instruments | ||||
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | ||||
ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||||
• | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||
• | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||
• | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable, accrued compensation and accrued expenses. As of December 31, 2013, the Company has determined that the only asset or liability measured at fair value is the derivative instrument related to an anti-dilution provision contained in Convertible Notes and valued using level 3 inputs.. | ||||
Commitments and Contingencies | ||||
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2013. | ||||
Convertible Instruments | ||||
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. | ||||
Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. | ||||
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | ||||
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. | ||||
Recent Accounting Pronouncements | ||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 3 – RELATED PARTY TRANSACTIONS | |
At December 31, 2013, the Company had accrued wages to related parties of $152,500. These related parties were the current board of directors and officers. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDERS DEFICIT | ' |
STOCKHOLDERS DEFICIT | ' |
NOTE 4 – STOCKHOLDERS DEFICIT | |
At December 31, 2013, the Company had 500,000,000 authorized shares of Common Stock and 100,000,000 authorized shares of Preferred Stock, both with a par value of $0.001 per share. | |
Common Stock | |
At December 31, 2013, the Company had 131,781,000 shares of its Common Stock issued and outstanding. Holders of Common Stock are entitled to one vote per share and are to receive dividends or other distributions when and if declared by the Company's Board of Directors. | |
On October 9, 2013, the Company entered into share exchange agreement to acquire 100% of the issued and outstanding share capital with Gallant Acquisition Corp. (GAC), the 100% owner of all of the issued and outstanding share capital of 22 Social Club Productions (22 SCP) and its subsidiaries, Blue 22 Entertainment and Appquest, Inc. for 140,000,000 common shares of the Company and 5,000,000 shares of common stock of the Company to Appquest, Inc.. Effectively, 22 SCP held 89% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where 22 SCP is deemed to be the acquirer and or the surviving entity for accounting purposes. | |
On October 9, 2013, the Company issued 30,000,000 shares of common stock for conversion of notes payable of $150,000 valued at $0.005 per share. | |
In November 2013, the Company issued 38,000,000 shares of common stock for services rendered of $993,500. | |
On December 31, 2013, the Company sold 30% shares of 22 Social Cub Productions, Inc. to GAC, a related party in return of 100,000,000 restricted common shares from the share exchange agreement entered into on October 9, 2013. | |
Preferred Stock | |
At December 31, 2013, the Company had no shares of its Preferred Stock issued and outstanding. We are authorized to issue up to 100,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. If the Company issues shares of Preferred Stock and we are subsequently liquidated or dissolved, the preferred shareholders would have preferential rights to receive a liquidating distribution for their shares prior to any distribution to common shareholders. | |
Stock Options | |
On November 6, 2013, the Company adopted the 2013 Professional/Consultant Stock Compensation Plan authorizing 21,000,000 common shares to be utilized for the payment of service contracts. An S-8 Registration Statement was filed on the same day. | |
As of December 31, 2013, no stock options were issued and outstanding. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
INCOME TAXES | ' | ||||
INCOME TAXES | ' | ||||
NOTE 5 – INCOME TAXES | |||||
Income taxes are accounted for in accordance with the SFAS guidance for Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, the guidance requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or the entire deferred tax asset will not be realized. | |||||
The Company has net operating losses at December 31, 2013 of $1,186,461 expiring through 2033. Utilization of these losses may be limited by the "change of ownership" rules as set forth in section 382 of the Internal Revenue Code. | |||||
The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the federal statutory rate of 35% is as follows: | |||||
For the period from | |||||
20-Feb-13 | |||||
(date of inception) | |||||
through | |||||
31-Dec-13 | |||||
Expected income tax benefit (loss) at statutory rate of 35% | $ | 415,261 | |||
Change in valuation account | (415,261 | ) | |||
Income tax expense (benefit) | $ | -0- | |||
Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows: | |||||
Deferred Tax Assets: | 2013 | ||||
Tax Benefit of net operating loss carry-forward | $ | 415,261 | |||
Less: valuation allowance | (415,261 | ) | |||
Deferred tax assets | -0- | ||||
Deferred tax liabilities | -0- | ||||
Net deferred tax asset | $ | -0- | |||
The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. | |||||
Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE. | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
CONVERTIBLE NOTES PAYABLE.: | ' | ||||
CONVERTIBLE NOTES PAYABLE | ' | ||||
NOTE 6 – CONVERTIBLE NOTES PAYABLE. | |||||
At December 31, 2013 convertible notes payable consisted of the following: | |||||
31-Dec-13 | |||||
Convertible notes payable | $ | 240,339 | |||
Unamortized debt discount | - | ||||
Total | $ | 240,339 | |||
As of the date of reverse merger, the Company had balance of $240,339 in the convertible notes payable, conversion price being fixed at $0.005 per share. | |||||
On October 9, 2013, the convertible notes agreement was amended to allow conversion into shares of common stock at 50% discount to the lowest bid of stock’s market price during the last 20 days prior to conversion date. | |||||
The Company identified embedded derivatives related to the amended Convertible Promissory Note entered into on October 9, 2013. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $240,369 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: | |||||
Dividend yield: | -0- | % | |||
Expected volatility | 100 | % | |||
Risk free rate: | 0.05 | % | |||
The initial fair value of the embedded debt derivative of $240,369 was allocated with accumulated deficit as part of recapitalization effect. | |||||
The fair value of the described embedded derivative of $676,331 at December 31, 2013 was determined using the Black Scholes Model with the following assumptions: | |||||
Dividend yield: | -0- | % | |||
Expected volatility | 404 | % | |||
Risk free rate: | 0.07 | % | |||
At December 31, 2013, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $435,962 for the period from February 20, 2013 (date of inception) through ended December 31, 2013. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||||||
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: | |||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | |||||||||||||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. | |||||||||||||||||
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2013: | |||||||||||||||||
Fair Value Measurements at December 31, 2013 using: | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Debt Derivative liabilities | $ | 676,331 | - | - | $ | 676,331 | |||||||||||
The debt derivative liabilities is measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy. | |||||||||||||||||
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2013: | |||||||||||||||||
Debt Derivative | |||||||||||||||||
Liability | |||||||||||||||||
Balance, at inception | $ | - | |||||||||||||||
Initial fair value of debt derivatives at note issuances | 240,369 | ||||||||||||||||
Mark-to-market at December 31, 2013 | |||||||||||||||||
-Embedded debt derivatives | 435,962 | ||||||||||||||||
Balance, December 31, 2013 | $ | 676,331 | |||||||||||||||
Net loss for the period included in earnings relating to the liabilities held at December 31, 2013 | $ | 435,962 | |||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | ' | ||||||||||||||||
Fair Value Measurements at December 31, 2013 using: | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Debt Derivative liabilities | $ | 676,331 | - | - | $ | 676,331 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES, | 12 Months Ended |
Dec. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 8 – COMMITMENTS AND CONTINGENCIES | |
None | |
Litigation | |
The Company is subject to certain legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
We have evaluated subsequent events through the date the consolidated financial statements were available to be issued, and did not have any material recognizable subsequent events, other than the following: | |
Michael Jamison became President of the Company on January 2, 2014. His term on the Board of Directors of was extended through December 31, 2014. The Company has chosen to cease the use of its subsidiary Appquest immediately. The beverage division will change its marketing strategy to outsourcing its product distribution. In addition to the salary of $8,000 per month, the Executive shall be granted Eight (8) Million Shares of the common stock as of January 2, 2014 or sooner should the Company be sold or there is a change of ownership. | |
In January, the Company contracted Alain Lewand to provide Investor Relation services with the payment of 3 million restricted common shares with a value of $11,400. William Ballou was contracted to provide data base services receiving 2 million restricted common shares with a value of $7,600. | |
On January 24, 2014, the Company filed amendment to the Articles of Incorporations with a designation of the preferences for the Series A Preferred Stock which provides for the voting rights of 66.67% of all votes regardless of the number of outstanding common shares. | |
On February 1, 2014, the Company purchased 90% of Vinyl Groove Productions, Inc. with issuance of 10,000 Series A Preferred shares creating a change of control. William Coogan is the beneficial owner and control party. This acquisition will be accounted for as a reverse acquisition. | |
In February 2014, the Company contracted Britishmania to provide concert services for 2,000,000 restricted common shares valued at $7,600. 5,000,000 restricted common shares were issued to hold a potential acquisition. | |
In February 2014 the Company entered into a $50,000 debenture agreement and received an initial $10,000 with original issue discount of 10%, interest rate of 8% and matures January 5, 2015. The note is convertible at 50% of three lowest intraday trading prices during 15 days prior to conversion. | |
On March 5, 2014, the Company entered into employment agreement with William Coogan with a term of thirty days that may be extended. In addition to the salary of $5,000 per month, the Executive shall be granted Three (3) Million Shares of the common stock as of April 5, 2014 or sooner should the Company be sold or there is a change of ownership. | |
In March 2014, the Company issued 15,000,000 restricted common shares as a contribution to an escrow account to secure a $50,000 debenture. | |
In March 2014, the Company issued 30,300,000 restricted common shares for the payment of $40,000 of an accrued consulting agreement from 2013. | |
On March 27, 2014, the Company issued 28,000,000 restricted common shares for 4 debt settlements totaling $94,000. |
SIGNFICIANT_ACCOUNTING_POLICIE
SIGNFICIANT ACCOUNTING POLICIES (POLICIES) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
SIGNFICIANT ACCOUNTING POLICIES: | ' | |||
Cash | ' | |||
Cash | ||||
For purposes of the Statements of Cash Flows, the Company considers amounts held by financial institutions and short-term investments with an original maturity of 90 days or less to be cash and cash equivalents. In the future, the Company may periodically make deposits with financial institutions in excess of the maximum federal insurance limits (FDIC) of $250,000 per bank. | ||||
Stock Based Compensation, Policy | ' | |||
Stock Based Compensation | ||||
The Company adopted the SFAS guidance which requires companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards. In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, | ||||
the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. Applying this guidance had no impact on the consolidated financial statements for the period from February 20, 2013 (date of inception) through December 31, 2013. | ||||
Earnings Per Share, Policy | ' | |||
Earnings per Share | ||||
The Company calculates earnings per share (“EPS”) in accordance with the SFAS guidance for Earnings per Share, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock outstanding plus all potentially dilutive shares of Common Stock outstanding during the period. Such potential dilutive shares of Common Stock consist of stock options, non-vested shares (restricted stock) and warrants. At December 31, 2013, there were no potential shares of Common Stock that would have an anti-dilutive effect. | ||||
Income Tax, Policy | ' | |||
Income Taxes | ||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||||
Use of Estimates | ' | |||
Use of Estimates | ||||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||||
Derivative Liabilities | ' | |||
Derivative Liabilities | ||||
The Company assessed the classification of its derivative financial instruments as of December 31, 2013, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. | ||||
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. | ||||
Financial Instruments | ' | |||
Financial Instruments | ||||
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | ||||
ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||||
• | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||
• | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||
• | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable, accrued compensation and accrued expenses. As of December 31, 2013, the Company has determined that the only asset or liability measured at fair value is the derivative instrument related to an anti-dilution provision contained in Convertible Notes and valued using level 3 inputs.. | ||||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2013. | ||||
Convertible Instruments | ' | |||
Convertible Instruments | ||||
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. | ||||
Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. | ||||
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | ||||
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. | ||||
Recent Accounting Pronouncements | ' | |||
Recent Accounting Pronouncements | ||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SCHEDULE_OF_INCOME_TAXES_TABLE
SCHEDULE OF INCOME TAXES (TABLES) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
SCHEDULE OF INCOME TAXES: | ' | ||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||
For the period from | |||||
20-Feb-13 | |||||
(date of inception) | |||||
through | |||||
31-Dec-13 | |||||
Expected income tax benefit (loss) at statutory rate of 35% | $ | 415,261 | |||
Change in valuation account | (415,261 | ) | |||
Income tax expense (benefit) | $ | -0- | |||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||
Deferred Tax Assets: | 2013 | ||||
Tax Benefit of net operating loss carry-forward | $ | 415,261 | |||
Less: valuation allowance | (415,261 | ) | |||
Deferred tax assets | -0- | ||||
Deferred tax liabilities | -0- | ||||
Net deferred tax asset | $ | -0- |
Schedule_of_Convertible_notes_
Schedule of Convertible notes payable (TABLES) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Schedule of Convertible notes payable: | ' | ||||
Schedule of Convertible notes payable | ' | ||||
At December 31, 2013 convertible notes payable consisted of the following: | |||||
31-Dec-13 | |||||
Convertible notes payable | $ | 240,339 | |||
Unamortized debt discount | - | ||||
Total | $ | 240,339 | |||
Schedule of Valuation Assumptions | ' | ||||
The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: | |||||
Dividend yield: | -0- | % | |||
Expected volatility | 100 | % | |||
Risk free rate: | 0.05 | % | |||
The fair value of the described embedded derivative of $676,331 at December 31, 2013 was determined using the Black Scholes Model with the following assumptions: | |||||
Dividend yield: | -0- | % | |||
Expected volatility | 404 | % | |||
Risk free rate: | 0.07 | % |
Schedule_of_Debt_Derivative_li
Schedule of Debt Derivative liabilities (TABLES) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule of Debt Derivative liabilities: | ' | ||||||||||||||||
Schedule of Debt Derivative liabilities | ' | ||||||||||||||||
Debt Derivative | |||||||||||||||||
Liability | |||||||||||||||||
Balance, at inception | $ | - | |||||||||||||||
Initial fair value of debt derivatives at note issuances | 240,369 | ||||||||||||||||
Mark-to-market at December 31, 2013 | |||||||||||||||||
-Embedded debt derivatives | 435,962 | ||||||||||||||||
Balance, December 31, 2013 | $ | 676,331 | |||||||||||||||
Net loss for the period included in earnings relating to the liabilities held at December 31, 2013 | $ | 435,962 | |||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2013: | |||||||||||||||||
Fair Value Measurements at December 31, 2013 using: | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs (Level 2) | (Level 3) | |||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Debt Derivative liabilities | $ | 676,331 | - | - | $ | 676,331 |
Organization_Details
Organization (Details) (USD $) | Oct. 09, 2013 | Jul. 10, 2013 |
Organization | ' | ' |
The Company increased its authorized common shares | 500,000,000 | 500,000,000 |
The Company increased its authorized preferred shares | 100,000,000 | 100,000,000 |
Per share value of preferred and common shares | $0.00 | $0.00 |
The Company purchased 22 Social Club Productions and its subsidiaries for number of common shares | 140,000,000 | ' |
Basis_of_presentation_and_goin
Basis of presentation and going concern uncertainty (Details) (USD $) | Dec. 31, 2013 |
Basis of presentation and going concern uncertainty | ' |
The Company has an accumulated deficit | $2,466,131 |
Company incurred net losses | $1,541,936 |
Related_party_loans_and_advanc
Related party loans and advances (Details) (USD $) | Dec. 31, 2013 |
Related party loans and advances | ' |
Company had accrued wages to related parties | $152,500 |
Capital_Stock_shares_Details
Capital Stock shares (Details) (USD $) | Dec. 31, 2013 |
Capital Stock shares | ' |
The Company had authorized shares of Common Stock | 500,000,000 |
The Company had authorized shares of preferred Stock | 100,000,000 |
Value per share of stock | $0.00 |
Shares of Common Stock issued and outstanding | 131,781,000 |
Reconciliation_of_income_tax_e
Reconciliation of income tax expense (benefit) (Details) (USD $) | 10 Months Ended |
Dec. 31, 2013 | |
Reconciliation of income tax expense (benefit) | ' |
Expected income tax benefit (loss) at statutory rate of 35% | $415,261 |
Change in valuation account | -415,261 |
Income tax expense (benefit) | $0 |
Effective income tax rate | 35.00% |
Deferred_Tax_Assets_Details
Deferred Tax Assets (Details) (USD $) | Dec. 31, 2013 |
Deferred Tax Assets: | ' |
Tax Benefit of net operating loss carry-forward | $415,261 |
Less: valuation allowance | -415,261 |
Deferred tax assets gross | 0 |
Deferred tax liabilities | 0 |
Net deferred tax asset | $0 |
Convertible_notes_payable_cons
Convertible notes payable consisted of the following (Details) (USD $) | Dec. 31, 2013 |
Convertible notes payable consisted of the following (Details) | ' |
Convertible notes payable gross | $240,339 |
Unamortized debt discount | 0 |
Total Convertible notes payable | 240,339 |
Balance of Convertible notes payable on the date of reverse merger | 240,339 |
Conversion price per share of convertible notes payable | $0.01 |
Company determined an initial fair value of embedded derivative | 240,369 |
Company determined fair value of embedded derivative using the Black Scholes Model | 676,331 |
Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss | $435,962 |
Black_Scholes_Model_assumption
Black Scholes Model assumptions (Details) | Dec. 31, 2013 | Oct. 09, 2013 |
Black Scholes Model assumptions | ' | ' |
Dividend yield: | 0.00% | 0.00% |
Expected volatility | 404.00% | 100.00% |
Risk free rate: | 0.07% | 0.05% |
Items_recorded_or_measured_at_
Items recorded or measured at fair value on a recurring basis (Details) (Debt Derivative liabilities, USD $) | Dec. 31, 2013 |
Debt Derivative liabilities | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) | $0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | 0 |
Significant Other Observable Inputs (Level 2) | 0 |
Significant Unobservable Inputs (Level 3) | 676,331 |
Total Debt Derivative liabilities | $676,331 |
Companys_Level_3_financial_lia
Company's Level 3 financial liabilities (Details) (Debt Derivative liability, USD $) | Debt Derivative liability |
USD ($) | |
Balance of financial liabilities at Feb. 20, 2013 | $0 |
Initial fair value of debt derivatives at note issuances | 240,369 |
Mark-to-market at December 31, 2013 Embedded debt derivatives | 435,962 |
Net loss for the period included in earnings relating to the liabilities held at December 31, 2013 | $435,962 |
Balance of financial liabilities at Dec. 31, 2013 | ' |
Subsequent_transactions_Detail
Subsequent transactions (Details) (USD $) | Mar. 27, 2014 | Feb. 01, 2014 | Jan. 02, 2014 |
Subsequent transactions | ' | ' | ' |
Salary of executive per month | ' | ' | $8,000 |
Executive shall be granted Shares of the common stock in millions | ' | ' | 8 |
Contract to Alain to provide Investor Relation services with the payment of restricted common shares in millions | ' | ' | 3 |
Value of restricted shares issued to Alain | ' | ' | 11,400 |
Contract to William Ballou to provide Investor Relation services with the payment of restricted common shares in millions | ' | ' | 2 |
Value of restricted shares issued to William Ballou | ' | ' | 7,600 |
Company purchased Vinyl Groove Productions with issuance of Series A Preferred shares | ' | 10,000 | ' |
The Company entered into a debenture agreement for an amount | ' | 50,000 | ' |
Initial amount received as per the debenture agreement | ' | 10,000 | ' |
The Company settled debt with four debt holders by the issuance of restricted common shares | 28,000,000 | ' | ' |
Value of sharesissued under debt settlement | 94,000 | ' | ' |
Company contracted Britishmania to provide concert services for a number of shares | ' | 2,000,000 | ' |
Value of shares issued to provide concert services | ' | 7,600 | ' |
Restricted common shares were issued to hold a potential acquisition | ' | 5,000,000 | ' |
Company entered into employment agreement with William Coogan for per month salary | 5,000 | ' | ' |
Granted Shares of the common stock in millions to William Coogan with a term of thirty days that may be extended | 3 | ' | ' |
Company issued restricted common shares as a contribution to an escrow account | 15,000,000 | ' | ' |
Debenture secured through an escrow account | 50,000 | ' | ' |
Company issued restricted common shares for an accrued consulting agreement | 30,300,000 | ' | ' |
Value of restricted common shares of accrued consulting agreement | $40,000 | ' | ' |