Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 19, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | FBEC Worldwide Inc. | |
Entity Trading Symbol | FBEC | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Amendment Flag | false | |
Entity Central Index Key | 1,311,735 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 222,490,167 | |
Entity Public Float | $ 1,104,943 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,014 | |
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2014USD ($) |
Assets {1} | |
Total assets | $ 0 |
Current Liabilities: | |
Accounts payable | 15,281 |
Accrued compensation | 23,500 |
Advances | 22,675 |
Notes payable to related parties | 26,625 |
Convertible notes payable | 131,439 |
Derivative liabilities | 902,551 |
Total current liabilities | 1,122,071 |
Stockholders' Deficit: | |
Preferred stock - par value $0.001; 20,000,000 shares authorized; 10,000 shares issued and outstanding | 10 |
Common stock - par value $0.001; 5,000,000,000 shares authorized;2,244,413 shares issued and outstanding | 2,244 |
Additional paid-in capital | 132,567 |
Accumulated deficit | (1,256,892) |
Total stockholders' deficit | (1,122,071) |
Total liabilities and stockholders' deficit | $ 0 |
CONDENSED BALANCE SHEETS PARENT
CONDENSED BALANCE SHEETS PARENTHETICALS - Dec. 31, 2014 - $ / shares | Total |
Parentheticals | |
Preferred Stock, par value | $ 0.001 |
Preferred Stock, shares authorized | 20,000,000 |
Preferred Stock, shares issued | 10,000 |
Preferred Stock, shares outstanding | 10,000 |
Common Stock, par value | $ 0.001 |
Common Stock, shares authorized | 5,000,000,000 |
Common Stock, shares issued | 2,244,413 |
Common Stock, shares outstanding | 2,244,413 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - 12 months ended Dec. 31, 2014 - USD ($) | Total |
Operating expenses: | |
Selling, general and administrative | $ 228,969 |
Total operating expenses | 228,969 |
Loss from operations | (228,969) |
Other income (expenses): | |
Loss on derivative liabilities | (910,064) |
Interest expense | (156,588) |
Gain on sale of subsidiary | 53,329 |
Loss on extinguishment of liabilities | (14,600) |
Total other income (expense) | (1,027,923) |
Loss before income taxes | (1,256,892) |
Provision for income taxes | 0 |
Net loss | $ (1,256,892) |
Net loss per share, basic and diluted | $ (1.85) |
Weighted average number of shares outstanding,basic and diluted | 680,199 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - 12 months ended Dec. 31, 2014 - USD ($) | Common Stock Shares | Common Stock Amount | Preferred Stock Shares | Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance, at Jan. 13, 2014 | 0 | 0 | 0 | 0 | |||
Balance, at Dec. 31, 2014 | 2,244,413 | 2,244 | 10,000 | 10 | 132,567 | (1,256,892) | (1,122,071) |
Founder shares | 10,000 | 10 | (10) | ||||
Common stock issued in reverse merger | 138,781 | 139 | (1,093,471) | (1,093,332) | |||
Common stock issued for services | 19,250 | 19 | 54,081 | 54,100 | |||
Common stock issued for extinguishment of liabilities | 1,000 | 1 | 4,099 | 4,100 | |||
Common stock issued for extinguishment of liabilities to related parties | 25,750 | 25 | 105,475 | 105,500 | |||
Common shares issued in escrow | 15,000 | 15 | (15) | ||||
Shares issued upon conversion of debt | 2,044,632 | 2,045 | 300,824 | 302,869 | |||
Resolution of derivative liabilities | $ 761,584 | $ 761,584 | |||||
Net loss | $ (1,256,892) | $ (1,256,892) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - 12 months ended Dec. 31, 2014 - USD ($) | Total |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (1,256,892) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Loss on derivative liabilities | 910,064 |
Common stock issued for services | 54,100 |
Gain on sale of subsidiary | (53,329) |
Amortization debt discounts | 153,344 |
Loss on extinguishment of liabilities | 14,600 |
Loss on debt converted into common stock | 625 |
Changes in operating assets and liabilities: | |
Accounts payable and accrued expenses | 127,990 |
Accrued compensation-related parties | 39,498 |
Net cash used in operating activities | (10,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Borrowings on convertible debt | 10,000 |
Net cash provided by financing activities | 10,000 |
Net increase (decrease) in cash | 0 |
Cash, beginning of year | 0 |
Cash, end of year | 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |
Interest paid | 0 |
Income taxes paid | $ 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
Common stock issued for conversion of debt | 302,244 |
Resolution of derivative liabilities | $ 761,584 |
Common stock issued in reverse merger | 1,093,332 |
Accounts payable converted to convertible debt | $ 143,111 |
Related party liabilities converted to debt | $ 26,858 |
Founders shares | 10 |
Common shares issued and held in escrow | 15 |
Common stock issued for settlement of liabilities | 1,500 |
Common stock issued for settlement of liabilities to related parties | 93,500 |
Debt discount due to derivative liabilities | $ 153,344 |
ORGANIZATION AND BUSINESS AND G
ORGANIZATION AND BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
ORGANIZATION AND BUSINESS AND GOING CONCERN | |
ORGANIZATION AND BUSINESS AND GOING CONCERN | NOTE 1 - ORGANIZATION AND BUSINESS AND GOING CONCERN Organization and Business FBEC Worldwide, Inc., f/k/a Frontier Beverage Company, Inc. (the "Company", FBEC, we, us or our) is a Wyoming corporation that was formed in November 2002 and commenced operations in April 2003. The Company was originally formed to provide fully automated remote data backup services for small to medium sized businesses. Currently, the Company is engaged in developing additional beverage products and will search for markets for the KuudKleen product. On March 1, 2010, the Company entered into a purchase agreement with Innovative Beverage Group Holdings, Inc., a Nevada corporation and a trademark assignment for the purchase of the intellectual property rights of a beverage created and developed by Innovative known as Unwind. The Company subsequently applied for and received a separate trademark featuring its new logo and the term Unwind Ultimate Relaxation in 2010. The Company intends to reformulate the product. On February 3, 2014, the Company purchased 90% of Dance Broadcast Systems, Inc. for 10,000 Series A Preferred Stock with a stated value of $1,000,000 and a par value of $.001. The preference allows the holder to vote 66.67% of the available votes for all purposes regardless of the other votes outstanding as long as one share of this series is outstanding. The designation for the Series A Preferred Stock was filed with the Secretary of State of Nevada on January 24, 2014. This transaction was recorded as a reverse merger with January 13, 2014 now becoming the inception date for accounting purposes. This transaction caused a change of control of the company to Vinyl Groove Productions, Inc. In May 2014, the Company sold its 51% stake in Blue 22 Entertainment for the receipt of 50 million common shares of NX Global, Inc. stock. Because the stock received does not have a current filing on Pink Sheets and no active market exists for the shares, no value has been placed on the stock received. The subsidiary had no assets or liabilities on the date of disposal and no consideration was received. In June 2014, the Company entered into an agreement to be the distributor at retail of a oil emulsification product used to separate oil from various waste streams produced from oil wells, and oil storage or shipping. The Company agreed to issue 5,000 Series C preferred shares, when available, after filing a designation which will be earned upon issuance. As of the date of this report, the Series C Preferred Stock designation has not been filed nor have any preferred shares been issued under the agreement. On June 30, 2014, the Company increased its authorized common shares from 500,000,000 to 950,000,000. On September 6, 2014, the Company increased its authorized common shares from 950,000,000 to 1,970,000,000. All remaining entertainment subsidiaries were disposed on June 26, 2014. The company does not retain any rights nor any liabilities of the disposed of subsidiaries. The disposal resulted in a gain on the sale of $53,329 (see Note 4). On October 16, 2014, the Company increased its authorized common shares from 1,970,000,000 to 2,970,000,000. On October 28, 2014, the Company was re-domiciled to the State of Wyoming and increased its authorized common shares to 5,000,000,000. On December 8, 2014, the Company changed its name to FBEC Worldwide, Inc. On December 23, 2014, the company effected 1:1,000 reverse split on the outstanding shares. All share and per share amounts herein have been retroactively restated to reflect the split. Going Concern 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, 2014, the Company has an accumulated deficit of $1,256,892, and for the period from January 13, 2014 (date of inception) through December 31, 2014 incurred net loss of $1,256,892. These factors 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. The Companys ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations |
SUMMARY OF SIGNFICIANT ACCOUNTI
SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNFICIANT ACCOUNTING POLICIES Cash and Cash Equivalents 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. As of December 31, 2014, the Company had no cash or cash equivalents. Principles of Consolidation The accompanying consolidated financial statements include the accounts of wholly-owned subsidiaries Blue 22 Entertainment, Inc. and 22 Social Club, Inc. and 90% owned Dance Broadcast System, Inc. All intercompany accounts and transactions have been eliminated. All subsidiaries had been sold or disposed of at December 31, 2014. Stock-based Compensation The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718 and accounts for stock-based compensation to non-employees in accordance with FASB ASC 505. The fair value of option awards 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 managements 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 Companys stock-based compensation expense could be materially different in the future. Net Loss per Share The Company calculates earnings per share (EPS) 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), shares underlying convertible debt and warrants. During the period from inception through December 31, 2014, all shares underlying the convertible debt were excluded as their impact would have been anti-dilutive. 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 FASB ASC 740 Accounting for Income Taxes as of its inception hich requires an asset and liability approach to calculating deferred income taxes. Pursuant to FASB 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Notes Payable Direct costs incurred with the issuance of notes payable are deferred and amortized over the life of the loan. For the year ended December 31, 2014, the Company incurred amortization expense of $153,344 associated with debt discounts related to derivative liabilities. Fair Value of Financial Instruments The Company assessed the classification of its derivative financial instruments as of December 31, 2014, which consist of convertible instruments and rights to shares of the Companys 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. The Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts receivable and accounts payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2014, the Company did not have any other financial instruments. 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 entitys 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. 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 receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. 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 entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. The Company uses Level 3 inputs to estimate the fair value of its derivative liabilities. At December 31, 2014, the Company financial instruments consist of the derivative liabilities related to convertible notes which were valued using the Black-Scholes Pricing model, a level 3 input. Recurring Fair Value Measure Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities as of December 31, 2014 - - $ 902,551 $ 902,551 Commitments and Contingencies The Company follows ASC 450-20 , Loss Contingencies 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. |
REVERSE MERGER
REVERSE MERGER | 12 Months Ended |
Dec. 31, 2014 | |
REVERSE MERGER | |
REVERSE MERGER | NOTE 3 REVERSE MERGER On February 3, 2014, the Company purchased 90% of Dance Broadcast Systems, Inc. for 10,000 Series A Preferred Stock. The preferred stock allows the holder to vote 66.67% of the available votes for all purposes regardless of the other votes outstanding as long as one share of this series is outstanding. The designation for the Series A Preferred Stock was filed with the Secretary of State of Nevada on January 24, 2014. This transaction was recorded as a reverse merger where Dance Broadcast Systems, Inc. is deemed the accounting acquirer and is the surviving entity, with January 13, 2014 now becoming the inception date for accounting purposes. This transaction caused a change of control of the company to Vinyl Groove Productions, Inc. As of the reverse merger date, the total net liabilities of FBEC were $1,093,332 with 138,781 outstanding common shares. The net liabilities of FBEC consisted of the following as of the date of the merger: Accounts payable $ 69,090 Accrued liabilities 120,500 Advances 22,675 Convertible notes payable 280,340 Derivative liabilities 600,727 Net liabilities $ 1,093,332 |
DISPOSAL OF SUBSIDIARIES
DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2014 | |
DISPOSAL OF SUBSIDIARIES | |
DISPOSAL OF SUBSIDIARIES | NOTE 4 DISPOSAL OF SUBSIDIARIES In May 2014, the Company sold its 51% stake in Blue 22 Entertainment for the receipt of 50 million common shares of NX Global, Inc. stock. Because the stock received does not have a current filing on Pink Sheets and no active market exists for the shares, no value has been placed on the stock received. The subsidiary had no assets or liabilities on the date of disposal. On June 26, 2014, the Company sold its holdings in Dance Broadcast System, Inc. and 22 Social Club, Inc. The buyer waived a remaining payment of $10,000 owed by the Company under a consulting contract and assumed the remaining liabilities of 22 Social Club totaling $43,329. Dance Broadcast had no assets or liabilities on the date of disposal. The disposal of 22 Social Club resulted in a gain of $53,329 as follows: Accrued wages $ 43,329 Total liabilities 43,329 Forgiveness of FBEC payable 10,000 Total gain on disposal of subsidiary $ 53,329 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS In March 2014, the Company issued to officers and directors, and a prior officer a total of 25,750 common shares for the settlement of $93,500 of liabilities resulting in a loss on the extinguishment of liabilities of $12,000 for the period from January 13, 2014 (date of inception) through December 31, 2014. As of June 26, 2014, the Company owed $43,000 in accrued salary to a former officer and director which was disposed along with the disposal of the subsidiary and recorded as a gain on sale of subsidiary. During 2014, liabilities owed to Mr. Birmingham, an affiliate of the Company, of $9,767 and to Sweet Challenge, Inc., an entity controlled by Mr. Birmingham, of $16,858 were converted to notes payable totaling $26,625. The notes are unsecured, due on demand and bear no interest. As of December 31, 2014, the Company has outstanding advances to former officers and directors aggregating $22,675. The advances are unsecured, due on demand and bear no interest. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2014 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 6 STOCKHOLDERS DEFICIT At December 31, 2014, the Company had 5,000,000,000 authorized shares of Common Stock and 20,000,000 authorized shares of Preferred Stock, both with a par value of $0.001 per share. Preferred Stock At December 31, 2014, the Company had 10,000 shares of its Series A Preferred Stock issued and outstanding. The shares were issued to founders at inception on January 13, 2014. We are authorized to issue up to 20,000,000 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 Common Stock At December 31, 2014, the Company had 2,244,413 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. In February 2014, the Company issued 5,000 common shares for services with a value of $19,000. In March 2014, the Company issued 1,250 common shares for services with a value of $5,000. In March 2014, the Company issued 15,000 common shares held in escrow to secure an outstanding convertible note. In March 2014, the Company issued to officers and directors, and a prior officer a total of 25,750 common shares for the settlement of $93,500 of liabilities resulting in a loss on the extinguishment of liabilities of $12,000. In March 2014, the Company issued 1,000 common shares for the extinguishment of accounts payable of $1,500. The shares were valued at $4,100 resulting in a loss on the extinguishment of liabilities of $2,600. In April 2014, the Company issued 8,000 common shares for services valued at $17,600. In May 2014, the Company issued 5,000 common shares for services valued at $12,500. In 2014, the Company issued an aggregate of 2,044,632 common shares for the conversion of $302,244 of convertible debt. The Company recognized an additional loss of $625 due to the over conversion of one convertible note. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2014 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 CONVERTIBLE NOTES PAYABLE At December 31, 2014 convertible notes payable consisted of the following: December 31, 2014 Convertible notes payable $ 158,064 Unamortized debt discounts - Total $ 158,064 Certain of the Companys outstanding convertible notes are secured by 15,000 common shares of the Company which were issued and held in escrow as of December 31, 2014. Note outstanding as of February 3, 2014: At the date of the reverse merger, February 3, 2014, the Company had an outstanding balance of convertible notes payable of $280,339 which were convertible into common stock at a 50% discount to the lowest bid of stocks market price during the last 20 days prior to conversion date. The notes are unsecured, due on demand and bear no interest. The Company identified embedded derivatives related to the convertible notes outstanding as of February 3, 2014. 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 note and to adjust the fair value as of each subsequent balance sheet date. As of February 3, 2014, the Company determined a fair value of $600,727 of the embedded derivatives. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Dividend yield: -0- % Expected volatility maximum Market value of common stock $ 3.00 Risk free rate: 0.05 % The fair value of all outstanding embedded derivatives was determined to be $902,551 at December 31, 2014 using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0- % Expected volatility maximum Market value of common stock $ 0.0103 Risk free rate: 0.03 % During 2014, the Company adjusted the recorded fair value of the derivative liability on the dates of conversion of these notes. The aggregate fair value of these embedded derivative liabilities on the dates of conversion was determined to be $399,953 and this amount was reclassified to equity on the date of resolution of these derivative liabilities. The fair value was estimated using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0- % Expected volatility maximum Market value of common stock $ 0.0013 - $1.60 Risk free rate: 0.03% - 0.05 % The aggregate loss associated with these derivative liabilities was $701,777 for the period from January 13, 2014 (date of inception) through ended December 31, 2014 due to the change in fair value. Note issued on March 10, 2014: On March 10, 2014, a convertible note agreement was entered into for a total of $50,000 due on January 5, 2015 with an interest of 8% per annum. A cash draw against that note was received of $10,000. The additional $40,000 resulted from accounts payable converted to convertible debt. The agreement allows conversion into shares of common stock at 50% discount to the average of the three lowest intraday trading prices during the 15 days prior to conversion date. The Company identified embedded derivatives related to the Convertible Promissory Note entered into on March 10, 2014. 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 conversion date and subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $107,668 of the embedded derivative. The initial fair value of the embedded debt derivative of $107,668 was allocated as a debt discount up to the face value of the note ($50,000) with the remaining $57,668 recognized as a loss on derivative liabilities. The debt discount was fully amortized to interest expense during 2014. During the period from January 13, 2014 (date of inception) through December 31, 2014, the $50,000 note payable was fully converted into 567,600 shares of common stock. The aggregate fair value of these embedded derivative liabilities on the dates of conversion was determined to be $97,156 and this amount was reclassified to equity on the date of resolution of these derivative liabilities. The fair value of the embedded derivatives under this note was determined using the Black Scholes Option Pricing Model based on the following assumptions: Dividend yield: -0- % Expected volatility 267%-570 % Market value of common stock $ 0.1 - $3.4. Risk free rate: 0.01% -0.12 % The aggregate loss associated with these derivative liabilities was $47,156 for the period from January 13, 2014 (date of inception) through ended December 31, 2014 due to the change in fair value. Note issued on June 4, 2014: On June 4, 2014, a convertible note agreement was entered into for a total of $103,344 with an interest of 0% per annum. The $103,344 represents the conversion of accounts payable to convertible debt. The agreement allows conversion into shares of common stock at 50% discount to the lowest intraday trading prices during the 15 days prior to conversion date. The note was converted in full at December 31, 2014. The Company identified embedded derivatives related to the Convertible Promissory Note entered into on June 4, 2014. 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 conversion date and subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $215,674 of the embedded derivative. The initial fair value of the embedded debt derivative of $215,674 was allocated as a debt discount up to the face value of the note ($103,344) with the remaining $112,330 recognized as a loss on derivative liabilities. The debt discount was fully amortized to interest expense during 2014. During the period of January 13, 2014 (period of inception) through December 31, 2014, the Company issued 339,872 common shares for the conversion of the principal amount of $103,344. The Company adjusted the recorded fair value of the derivative liability on the dates of conversion and determined the aggregate fair value to be $264,475 and this amount was reclassified to equity on the date of resolution of these derivative liabilities. The fair value of the embedded derivative under this note was determined using the Black Scholes Option Pricing Model based on the following assumptions: Dividend yield: -0- % Expected volatility maximum Market value of common stock $ 0.2 - $2.4. Risk free rate: 0.05 % |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2014 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8 INCOME TAXES Income taxes are accounted for in accordance with FASB ASC 740, 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, 2014 of $1,256,893 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 January 13, 2014 (date of inception) through December 31, 2014 Expected income tax benefit (loss) at statutory rate of 35% $ 76,478 Change in valuation account (76,478 ) 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: 2014 Tax Benefit of net operating loss carry-forward $ 43,675 Less: valuation allowance (43,675 ) 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 de-recognition, classification, interest and penalties, accounting in interim periods and disclosure. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES If sales of Unwind Ultimate Relaxation continue future payments will be required to Innovative Beverage Group Holdings, Inc. These payments are $0.60 for each 24-pack, $0.12 for each 12-pack sold. If the formula is sold 3.5% of the sale price would be due. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS On March 8, 2015, the Company was informed by FYA Field Services, LLC that it was ceasing operations. This cessation would have impacted the Companys ability to continue to market KruudKleen and its attempts to improve the product and complete testing for components and for other uses and then to market all such uses. After the notice a subsequent letter was received advising the Company that our wholesaler retained the rights to continue sales of the product. Since the wholesaler is already party to the retail distribution agreement the Company will only be required to change the payee upon the purchase of the product. In April 2015, the Company agreed to settle the $9,767 owed to Birmingham and $16,858 owed to Sweet Challenge, Inc. by issuing convertible stock at a 50% discount to market on the closing price from the day prior to conversion. On April 28, 2015 Vinyl Groove Productions sold controlling interest of the Company to S & L Capital LLC. In April 2015, the Company entered into a convertible debt agreement for $50,250, with an original issue discount of $5,000 with 8% interest per annum. The notes are convertible at a 40% discount to the lowest market price in the 20 days prior to conversion. The note is due October 30, 2015. In May 2015, the Company appointed Daran Hamans to the Board of Directors. In April 2015, the Company entered into a consulting agreement with Yorkshire Capital LLC. A retainer of $225,000 plus a management fee of $30,000 and 10% of any acquisition closed with the assistance of Yorkshire Capital LLC will be paid. In May 2015, the Company entered into two convertible debt agreements with total principal amount of $65,000 with an original issue discount of $12,500 and 10% interest per annum. The notes are convertible at a 38% discount to the lowest market price of the 20 days preceding the conversion request. The notes are due November 14, 2015. A third note was issued for $25,000 with a 10% interest rate per annum. The shares are convertible at the $.01 or 50% discount the lowest trading price in the prior 20 days to the conversion notice. The note is due November 29, 2015. In May 2015, the Company issued 15,500,000 common shares for the conversion of $16,500 of debt. In May 2015, the Company entered into an employment contract with Robert Sand to become the CEO and President of the Company. 150,000,000 restricted common shares were issued as an inducement for signing and will be vested at the one year anniversary of the contract. The contract is available as referenced in an Form 8-K filed with the Securities and Exchange Commission on May 8, 2015. In May 2015, the Company converted 8,999 outstanding Series A Preferred shares into 53,406,528 restricted common shares. In May 2015, the Company entered into agreement with Lamnia Advisory wherein Lamnia Advisory will perform an investor relations program for twelve months. Lamnia will receive $4,000 per month in cash and was issued 1,339,226 restricted common shares on June 1, 2015. In May 2015, the Company entered into an 8% Convertible Promissory Note due November 29, 2015. The total principle is $25,000. The note may be converted at the lower of $.01 or 50% discount to the lowest trading price during the previous twenty trading days at the time of conversion. In June 2015, the Company repurchased the remaining debt owed IBC Funds LLC of $11,849 with a cash payment of $30,000. In June 2015, The Company received demands for the payment of accrued wages from Messrs. Crom and Hobday. The Company has accrued the base salary for each of these former officers and does not believe additional expenses will be incurred. Mr. Hobday has requested that a clarification be made that he was not dismissed but resigned. Mr. Hobday was the only officer and director at the time (at or about March 31, 2015) and submitted a statement of resignation to the Company auditor on April 6, 2015 effective March 31, 2015. Company management was not made aware of this until June 2015 leading to the confusion. |
SIGNFICIANT ACCOUNTING POLICIES
SIGNFICIANT ACCOUNTING POLICIES (POLICIES) | 12 Months Ended |
Dec. 31, 2014 | |
SIGNFICIANT ACCOUNTING POLICIES (POLICIES): | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents 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. As of December 31, 2014, the Company had no cash or cash equivalents. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of wholly-owned subsidiaries Blue 22 Entertainment, Inc. and 22 Social Club, Inc. and 90% owned Dance Broadcast System, Inc. All intercompany accounts and transactions have been eliminated. All subsidiaries had been sold or disposed of at December 31, 2014. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718 and accounts for stock-based compensation to non-employees in accordance with FASB ASC 505. The fair value of option awards 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 managements 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 Companys stock-based compensation expense could be materially different in the future. |
Net Loss per Share | Net Loss per Share The Company calculates earnings per share (EPS) 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), shares underlying convertible debt and warrants. During the period from inception through December 31, 2014, all shares underlying the convertible debt were excluded as their impact would have been anti-dilutive. |
Income Taxes | 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 FASB ASC 740 Accounting for Income Taxes as of its inception hich requires an asset and liability approach to calculating deferred income taxes. Pursuant to FASB 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, Policy | 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Notes Payable | Notes Payable Direct costs incurred with the issuance of notes payable are deferred and amortized over the life of the loan. For the year ended December 31, 2014, the Company incurred amortization expense of $153,344 associated with debt discounts related to derivative liabilities. |
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments The Company assessed the classification of its derivative financial instruments as of December 31, 2014, which consist of convertible instruments and rights to shares of the Companys 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. The Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts receivable and accounts payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2014, the Company did not have any other financial instruments. 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 entitys 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. 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 receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. 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 entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. The Company uses Level 3 inputs to estimate the fair value of its derivative liabilities. At December 31, 2014, the Company financial instruments consist of the derivative liabilities related to convertible notes which were valued using the Black-Scholes Pricing model, a level 3 input. Recurring Fair Value Measure Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities as of December 31, 2014 - - $ 902,551 $ 902,551 |
Commitments and Contingencies, Policy | Commitments and Contingencies The Company follows ASC 450-20 , Loss Contingencies |
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. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES) | 12 Months Ended |
Dec. 31, 2014 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES): | |
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES) | At December 31, 2014, the Company financial instruments consist of the derivative liabilities related to convertible notes which were valued using the Black-Scholes Pricing model, a level 3 input. Recurring Fair Value Measure Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities as of December 31, 2014 - - $ 902,551 $ 902,551 |
REVERSE MERGER (TABLES)
REVERSE MERGER (TABLES) | 12 Months Ended |
Dec. 31, 2014 | |
REVERSE MERGER (TABLES): | |
REVERSE MERGER (TABLES) | The net liabilities of FBEC consisted of the following as of the date of the merger: Accounts payable $ 69,090 Accrued liabilities 120,500 Advances 22,675 Convertible notes payable 280,340 Derivative liabilities 600,727 Net liabilities $ 1,093,332 |
DISPOSAL OF SUBSIDIARIES (TABLE
DISPOSAL OF SUBSIDIARIES (TABLES) | 12 Months Ended |
Dec. 31, 2014 | |
DISPOSAL OF SUBSIDIARIES (TABLES): | |
DISPOSAL OF SUBSIDIARIES (TABLES) | . Dance Broadcast had no assets or liabilities on the date of disposal. The disposal of 22 Social Club resulted in a gain of $53,329 as follows: Accrued wages $ 43,329 Total liabilities 43,329 Forgiveness of FBEC payable 10,000 Total gain on disposal of subsidiary $ 53,329 |
CONVERTIBLE NOTES PAYABLE (TABL
CONVERTIBLE NOTES PAYABLE (TABLES) | 12 Months Ended |
Dec. 31, 2014 | |
CONVERTIBLE NOTES PAYABLE (TABLES): | |
CONVERTIBLE NOTES PAYABLE (TABLES) | At December 31, 2014 convertible notes payable consisted of the following: December 31, 2014 Convertible notes payable $ 158,064 Unamortized debt discounts - Total $ 158,064 |
INCOME TAXES (TABLES)
INCOME TAXES (TABLES) | 12 Months Ended |
Dec. 31, 2014 | |
INCOME TAXES (TABLES): | |
Schedule of Components of Income Tax Expense (Benefit) | 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 January 13, 2014 (date of inception) through December 31, 2014 Expected income tax benefit (loss) at statutory rate of 35% $ 76,478 Change in valuation account (76,478 ) Income tax expense (benefit) $ -0- |
Schedule of Deferred Tax Assets and Liabilities | 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: 2014 Tax Benefit of net operating loss carry-forward $ 43,675 Less: valuation allowance (43,675 ) Deferred tax assets -0- Deferred tax liabilities -0- Net deferred tax asset $ -0- |
Organization And Business (Deta
Organization And Business (Details) - USD ($) | Dec. 23, 2014 | Oct. 28, 2014 | Oct. 16, 2014 | Sep. 06, 2014 | Jun. 30, 2014 | May. 31, 2014 | Feb. 03, 2014 |
Organization And Business | |||||||
Company purchased 90% of Dance Broadcast Systems for Series A Preferred Stock | 10,000 | ||||||
Company purchased 90% of Dance Broadcast Systems for Series A Preferred Stock value | 1,000,000 | ||||||
Company purchased 90% of Dance Broadcast Systems for Series A Preferred Stock par value | $ 0.001 | ||||||
Preference allows the holder to vote | 66.67% | ||||||
Company sold 51% stake in Blue 22 Entertainment for receipt of common shares | 50,000,000 | ||||||
Company agreed to issue Series C preferred shares | 5,000 | ||||||
Company increased its authorized common shares from 500,000,000 to | 950,000,000 | ||||||
Company increased its authorized common shares from 950,000,000 to | 1,970,000,000 | ||||||
Disposal resulted in a gain on the sale | $ 53,329 | ||||||
Company increased its authorized common shares from 1,970,000,000 to | 2,970,000,000 | ||||||
Company was re-domiciled to State of Wyoming and increased its authorized common shares | 5,000,000,000 | ||||||
Reverse split on the outstanding shares for one share equal to | 1,000 |
Going Concern (Details)
Going Concern (Details) | Dec. 31, 2014USD ($) |
Going Concern | |
Company has an accumulated deficit | $ 1,256,892 |
Incurred net loss | $ 1,256,892 |
Significant Accounting Policies
Significant Accounting Policies (Details) - 12 months ended Dec. 31, 2014 - USD ($) | Total |
Significant Accounting Policies | |
Deposits with financial institutions in excess of the maximum federal insurance limits | $ 250,000 |
Blue 22 Entertainment and 22 Social Club owned Dance Broadcast System | 90.00% |
Company incurred amortization expense | $ 153,344 |
Recurring Fair Value Measure Of
Recurring Fair Value Measure Of The Derivative Liabilities (Details) | Dec. 31, 2014USD ($) |
Level 1 | |
Derivative liabilities Level 1 | $ 0 |
Level 2 | |
Derivative liabilities Level 2 | 0 |
Level 3 | |
Derivative liabilities Level 3 | 902,551 |
Total | |
Derivative liabilities Total | $ 902,551 |
Reverse Merger (Details)
Reverse Merger (Details) - Feb. 03, 2014 - USD ($) | Total |
Reverse Merger Details | |
Company purchased 90% of Dance Broadcast Systems for Series A Preferred Stock | 10,000 |
Preferred stock allows the holder to vote | 66.67% |
Total net liabilities of FBEC | $ 1,093,332 |
Total outstanding common shares | 138,781 |
Net Liabilities Of FBEC (Detail
Net Liabilities Of FBEC (Details) | Dec. 31, 2014USD ($) |
Net Liabilities Of FBEC | |
Accounts payable | $ 69,090 |
Accrued liabilities | 120,500 |
Advances | 22,675 |
Convertible notes payable | 280,340 |
Derivative liabilities | 600,727 |
Net liabilities | $ 1,093,332 |
Subsidiaries (Details)
Subsidiaries (Details) - USD ($) | Jun. 26, 2014 | May. 31, 2014 |
Subsidiaries | ||
Company sold its 51% stake in Blue 22 Entertainment for receipt of common shares | 50,000,000 | |
Buyer waived a remaining payment owed by the Company | $ 10,000 | |
Remaining liabilities of 22 Social Club total | 43,329 | |
Disposal of 22 Social Club resulted in a gain | $ 53,329 |
Disposal Of Subsidiaries (Detai
Disposal Of Subsidiaries (Details) | Dec. 31, 2014USD ($) |
Disposal Of Subsidiaries Details | |
Accrued wages | $ 43,329 |
Total liabilities | 43,329 |
Forgiveness of FBEC payable | 10,000 |
Total gain on disposal of subsidiary | $ 53,329 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2014 | Jun. 26, 2014 | Mar. 31, 2014 |
Related Party Transactions Details | |||
Company issued to officers and directors, and a prior officer a total of common shares for the settlement | 25,750 | ||
Company issued to officers and directors, and a prior officer a total of common shares for the settlement value | 93,500 | ||
Loss on the extinguishment of liabilities | $ 12,000 | ||
Company owed accrued salary to a former officer | $ 43,000 | ||
Liabilities owed to Mr. Birmingham | $ 9,767 | ||
Mr. Birmingham, were converted to notes payable | 16,858 | ||
Mr. Birmingham, were converted to notes payable total | 26,625 | ||
Outstanding advances to former officers and directors | $ 22,675 |
CAPITAL STOCK TRANSACTIONS (Det
CAPITAL STOCK TRANSACTIONS (Details) - USD ($) | Dec. 31, 2014 | May. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 |
CAPITAL STOCK TRANSACTIONS | |||||
Common Stock, shares authorized | 5,000,000,000 | ||||
Preferred Stock, shares authorized | 20,000,000 | ||||
Common Stock, par value | $ 0.001 | ||||
Preferred Stock ,par value | $ 0.001 | ||||
Series A Preferred Stock issued and outstanding | 10,000 | ||||
Company had shares of its Common Stock issued and outstanding | 2,244,413 | ||||
Issued common shares for services | 5,000 | 8,000 | 1,250 | 5,000 | |
Issued common shares for services value | 12,500 | 17,600 | 5,000 | 19,000 | |
Company issued common shares held in escrow to secure outstanding convertible note | 15,000 | ||||
Company issued to officers and directors, and a prior officer a total of common shares for the settlement | 25,750 | ||||
Company issued to officers and directors, and a prior officer a total of common shares for the settlement value | 93,500 | ||||
Loss on the extinguishment of liabilities | $ 12,000 | ||||
Issued restricted common shares for payment of accounts payable | 1,000 | ||||
Restricted common shares for payment of accounts payable value | $ 1,500 | ||||
Shares were valued | 4,100 | ||||
Shares were valued resulting in loss on the extinguishment of liabilities | 2,600 | ||||
Issued common shares for the conversion | 2,044,632 | 87,000 | |||
Issued common shares for the conversion valued | 302,244 | ||||
Company recognized an additional loss due to conversion | 625 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | Dec. 31, 2014USD ($) |
Convertible Notes Payable Details | |
Convertible notes payable | $ 158,064 |
Unamortized debt discounts | 0 |
Company's outstanding convertible notes are secured by common shares | $ 158,064 |
Note Outstanding (Details)
Note Outstanding (Details) - USD ($) | Dec. 31, 2014 | Jun. 04, 2014 | Mar. 10, 2014 | Feb. 03, 2014 |
Note Outstanding | ||||
Outstanding balance of convertible notes payable | $ 280,339 | |||
Convertible into common stock at a discount to the lowest bid of stock's market price during the last 20 days prior to conversion date | 50.00% | |||
Company determined a fair value of embedded derivatives | $ 215,674 | $ 107,668 | $ 600,727 | |
Fair value of all outstanding embedded derivatives | $ 902,551 | |||
Fair value of embedded derivative liabilities on the dates of conversion | 399,953 | |||
Aggregate loss associated with these derivative liabilities | $ 701,777 | |||
Convertible note total | $ 103,344 | $ 50,000 | ||
Interest rate on note | 0.00% | 8.00% | ||
Note received | $ 10,000 | |||
Accounts payable converted to convertible debt | $ 103,344 | $ 40,000 | ||
Convertible into common stock at a discount to the lowest bid of stock's market price during the last 15 days prior to conversion date | 50.00% | 50.00% | ||
Initial fair value of the embedded debt derivative | $ 215,674 | $ 107,668 | ||
Face value of the note | 103,344 | 50,000 | ||
Remaining recognized as a loss on derivative liabilities | $ 57,668 | |||
Note payable was fully converted into shares of common stock | 567,600 | |||
Note payable was fully converted into shares of common stock value | 50,000 | |||
Aggregate fair value of these embedded derivative liabilities on the dates of conversion | $ 97,156 | 264,475 | ||
Aggregate loss associated with these derivative liabilities | 47,156 | $ 112,330 | ||
Company issued common shares for the conversion | 339,872 | |||
Company issued common shares for the conversion principal amount | 103,344 | |||
Aggregate loss associated with these derivative liabilities | $ 161,131 |
Black Scholes Model assumptions
Black Scholes Model assumptions (Details) - $ / shares | Dec. 31, 2014 | Jun. 04, 2014 | Mar. 10, 2014 | Feb. 03, 2014 |
Black Scholes Model assumptions | ||||
Dividend yield: | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility maximum | 0.00% | 0.00% | 267.00% | 0.00% |
Expected volatility minimum | 570.00% | |||
Market value of common stock minimum | $ 0.0103 | $ 0.2 | $ 0 | |
Market value of common stock maximum | $ 1.60 | $ 2.4 | $ 3.4 | $ 3 |
Risk free rate minimum | 0.03% | 0.01% | ||
Risk free rate maximum | 0.05% | 0.05% | 0.12% | 0.05% |
Income Tax Expense (Details)
Income Tax Expense (Details) - Dec. 31, 2014 - USD ($) | Total |
Income Tax Expense | |
Expected income tax benefit (loss) at statutory rate of 35% | $ 76,478 |
Change in valuation account | (76,478) |
Income tax expense (benefit) | 0 |
Company has net operating losses | $ 1,256,893 |
Deferred Tax Assets And Liabili
Deferred Tax Assets And Liabilities (Details) | Dec. 31, 2014USD ($) |
Deferred Tax Assets: | |
Tax Benefit of net operating loss carry-forward | $ 43,675 |
Less: valuation allowance | (43,675) |
Deferred tax assets | 0 |
Deferred tax liabilities | 0 |
Net deferred tax asset | $ 0 |
Future Payments (Details)
Future Payments (Details) - Dec. 31, 2014 - USD ($) | Total |
Future Payment | |
Payments for each 24-pack | $ 0.60 |
Payments for each 12-pack | $ 0.12 |
Sale price | 3.50% |
Subsequent Transactions (Detail
Subsequent Transactions (Details) - USD ($) | May. 31, 2015 | Apr. 30, 2015 |
Subsequent Transactions | ||
Company agreed to settle owed to Birmingham | $ 9,767 | |
Company agreed to settle owed to Sweet Challenge | 16,858 | |
Company entered into a convertible debt agreement | 50,250 | |
Original issue discount | $ 12,500 | $ 5,000 |
Interest per annum | 10.00% | 8.00% |
Notes convertible at a discount to the lowest market price in 20 days prior to conversion | 50.00% | 40.00% |
Company entered into a consulting agreement retainer of | $ 225,000 | |
Management fee | $ 30,000 | |
Acquisition closed with the assistance of Yorkshire Capital LLC | 10.00% | |
Company entered into two convertible debt agreement | $ 65,000 | |
Third note issued | $ 25,000 | |
Third note interest rate | 10.00% | |
Shares are convertible at | $ 0.01 | |
Company issued common shares for the conversion of debt | 15,500,000 | |
Company issued common shares for the conversion of debt value | 16,500 | |
Restricted common shares | 150,000,000 | |
Outstanding Series A Preferred shares | 8,999 | |
Company converted outstanding Series A Preferred shares into restricted common shares | 53,406,528 | |
Lamnia will receive per month in cash | $ 4,000 | |
Issued restricted common shares | 1,339,226 | |
Convertible Promissory Note interest rate | 8.00% | |
Convertible Promissory Note total | $ 25,000 | |
Company repurchased the remaining debt owed IBC Funds with a cash payment | $ 30,000 |