Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 11, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | FBEC Worldwide Inc. | |
Entity Trading Symbol | FBEC | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,311,735 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 248,060,167 | |
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 | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 42,405 | $ 0 |
Prepaid expense - related party | 15,000 | 0 |
Prepaid expense | 4,940 | 0 |
Total current assets | 62,345 | 0 |
Other Assets | ||
Property and equipment | 16,120 | 0 |
Intangible assets | 50,000 | 0 |
Total Other Assets | 66,120 | 0 |
Total assets | 128,465 | 0 |
Current Liabilities: | ||
Accounts payable | 14,669 | 15,281 |
Accrued interest | 1,215 | |
Accrued compensation | 79,417 | 23,500 |
Advances | 22,675 | 22,675 |
Notes payable to related parties | 26,625 | 26,625 |
Notes payable, net of unamortized discounts of $40,598 and $0 | 489,652 | |
Convertible notes payable, net of unamortized discounts of $20,834 and $0 | 107,248 | 131,439 |
Derivative liabilities | 679,223 | 902,551 |
Total current liabilities | 1,420,724 | 1,122,071 |
Stockholders' Deficit: | ||
Preferred stock - par value $0.001; 20,000,000 shares authorized;1,001 and 10,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 1 | 10 |
Common stock - par value $0.001; 5,000,000,000 shares authorized;223,490,167 and 2,244,413 issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 223,490 | 2,244 |
Additional paid-in capital | 1,175,271 | 132,567 |
Accumulated deficit | (2,691,021) | (1,256,892) |
Total stockholders' deficit | (1,292,259) | (1,122,071) |
Total liabilities and stockholders' deficit | $ 128,465 | $ 0 |
CONDENSED BALANCE SHEETS PARENT
CONDENSED BALANCE SHEETS PARENTHETICALS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock, shares issued | 1,001 | 10,000 |
Preferred Stock, shares outstanding | 1,001 | 10,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, shares issued | 223,490,167 | 2,244,413 |
Common Stock, shares outstanding | 223,490,167 | 2,244,413 |
Notes payable, net of unamortized discounts | $ 40,598 | $ 0 |
Convertible notes payable, net of unamortized discounts | $ 20,834 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating expenses: | ||||
Selling, general and administrative | $ 716,376 | $ 109,286 | $ 755,922 | $ 157,436 |
Total operating expenses | 716,376 | 109,286 | 755,922 | 157,436 |
Loss from operations | (716,376) | (109,286) | (755,922) | (157,436) |
Other income (expenses): | ||||
Loss on derivative liabilities | (1,287,444) | (50,161) | (647,772) | (145,139) |
Gain on sale of assets | 0 | 53,329 | 0 | 53,329 |
Loss on extinguishment of liabilities | (18,151) | 0 | (18,151) | (14,600) |
Interest expense | (12,284) | (112,071) | (12,284) | (122,138) |
Total other income (expenses) | (1,317,879) | (108,903) | (678,207) | (228,548) |
Net loss | $ (2,034,255) | $ (218,189) | $ (1,434,129) | $ (385,984) |
Loss per share, basic and diluted | $ (0.01) | $ (0.94) | $ (0.02) | $ (2.30) |
Weighted average number of shares outstanding,basic and diluted | 141,038,028 | 232,192 | 71,641,221 | 167,519 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,434,129) | $ (385,984) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on change in fair value of derivative liabilities | 647,772 | 145,139 |
Amortization of debt discounts | 11,060 | 110,844 |
Stock issued for services | 351,341 | 54,100 |
Loss on extinguishment of liabilities | 18,151 | 14,600 |
Gain on sale of asset | 0 | (53,329) |
Note payable issued for services | 200,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (19,940) | 0 |
Accounts payable | (612) | 93,764 |
Accrued expenses and other current liabilities | 57,132 | 16,000 |
Net cash flows used in operating activities | (169,225) | (4,866) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Equipment purchases | (16,120) | 0 |
Formula purchase | (15,000) | 0 |
Net cah flow used in investing activities | (31,120) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of debt | (30,000) | 0 |
Proceeds from notes payable, net of original issue discounts | 247,750 | 0 |
Proceeds from convertible notes payable | 25,000 | 10,000 |
Net cash flows provided by financing activities | 242,750 | 10,000 |
Increase in cash | 42,405 | 5,134 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | 42,405 | 5,134 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in reverse merger | 0 | 1,093,332 |
Resolution of derivative liabilities | $ 896,100 | $ 185,800 |
Debt discount due to derivative liabilities | $ 25,000 | $ 153,344 |
Founders shares | 0 | 10 |
Common shares issued and held in escrow | 0 | 15 |
Common stock issued for conversion of debt | 16,500 | 82,500 |
Common stock issued for settlement of liabilities | 0 | 1,500 |
Common stock issued for settlement of related party liabilities | $ 0 | $ 93,500 |
Series A Preferred stock conversion | 53,407 | 0 |
Note payable issued for formula | 35,000 | 0 |
Accounts payable settled by debt | $ 0 | $ 143,344 |
BASIS OF PRESENTATION, GOING CO
BASIS OF PRESENTATION, GOING CONCERN AND CORRECTION OF PRIOR YEAR INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
BASIS OF PRESENTATION, GOING CONCERN AND CORRECTION OF PRIOR YEAR INFORMATION | |
BASIS OF PRESENTATION, GOING CONCERN AND CORRECTION OF PRIOR YEAR INFORMATION | NOTE 1 BASIS OF PRESENTATION, GOING CONCERN AND CORRECTION OF PRIOR YEAR INFORMATION Interim Financial Reporting While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three and six month period ended June 30, 2015. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2014 as reported in the Form 10-K have been omitted. It is suggested that these interim financial statements be read in conjunction with our audited financial statements and related notes for the year ended December 31, 2014 included in our Form 10-K filed with the Securities Exchange Commission on June 23, 2015. Operating results for the three an six months ended June 30, 2015 are not necessarily indicative of the results that can be expected for the period from January 1, 2015 through December 31, 2015. Earnings Per Share We present both basic and diluted earnings per share (EPS) amounts in our financial reporting. Basic EPS excludes dilution and is computed by dividing income available to Common Stock holders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from our convertible debt. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. During the three and six months ended June 30, 2015 and 2014, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive. Going Concern The accompanying unaudited consolidated financial statements have been prepared in conformity with 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 June 30, 2015, the Company has an accumulated deficit of $2,691,021 and has a working capital deficit of $1,358,379. These matters raise substantial doubt about the Company's ability to continue as a going concern. These unaudited 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. Correction of Prior Year Information During the audit of the year ended December 31, 2014, we identified errors in previously reported financial statements for the interim quarters of 2014. These errors were in the valuation and accounting for stock issued for services and the the valuation and accounting for derivative liabilities. This resulted in adjustments to the previously reported amounts in the consolidated financial statements for the three and six months ended June 30, 2014. In accordance with the SECs Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated these errors and, based upon an analysis of quantitative and qualitative factors, determined that the error was immaterial to each of the prior reporting periods affected. However, if the adjustments to correct the cumulative effect of the above error had been recorded in the tyhree and six months ended June 30, 2014, the Company believes that the impact would have been significant and would impact comparisons to prior periods. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results as of and for the three and six months ended June 30, 2014. The following table presents the comparative effect of the correction to the three and six month information and the impact on the Companys consolidated financial statements as of and for the three and six months ended June 30, 2014: Three months ended June 30, 2014 As Reported Adjustments As Amended Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 116,397 $ (7,111 ) $ 109,286 Bad debt expense 100,613 (100,613 ) - Other Income (Expenses): Interest expense (180,240 ) 68,169 (112,071 ) Gain on sale of assets - 53,329 53,329 Loss on conversion of debt (395 ) 395 - Derivative gain (loss) 34,260 (84,421 ) (50,161 ) Gain on debt settlement 19,454 (19,454 ) - Net loss (343,931 ) 125,742 (218,189 ) Loss per share, basic $ (1.51 ) $ 0.57 $ (0.94 ) Loss per share, diluted $ (1.51 ) $ 0.57 $ (0.94 ) Six months ended June 30, 2014 As Reported Adjustments As Amended Consolidated Balance Sheet Liabilities and Stockholders Deficit Current Liabilities: Derivative liabilities $ 634,938 $ 78,473 $ 713,411 Convertible notes payable 262,768 45,915 308,683 Stockholders Deficit Common stock 270,081 (269,799 ) 282 Additional paid-in capital 370,573 (1,032,197 ) (661,624 ) Accumulated deficit (1,563,591 ) 1,177,607 (385,984 ) Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 204,064 $ (46,628 ) $ 157,436 Bad debt expense 100,613 (100,613 ) - Other Income (Expenses): Interest expense (188,174 ) 176,880 (11,294 ) Derivative gain (loss) 271,158 (416,297 ) (145,139 ) Loss on conversion of debt (395 ) 395 - Gain on sale of assets - 53,329 53,329 Amortization of debt discount - (110,844 ) (110,844 ) Debt settlement loss (59,776 ) 45,176 (14,600 ) Net loss (281,864 ) (104,120 ) (385,984 ) Loss per share, basic $ (1.50 ) $ (0.80 ) $ (2.30 ) Loss share, diluted $ (1.50 ) $ (0.80 ) $ (2.30 ) Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (281,864 ) $ (104,120 ) $ (385,984 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) loss on change in fair value of derivative liabilities (271,159 ) 416,298 145,139 Loss on conversion of debt 395 (395 ) - Amortization of debt discounts 54,929 55,915 110,844 Bad debt expense 100,613 (100,613 ) - Stock issued for services 61,700 (7,600 ) 54,100 Non-cash interest 147,586 (147,586 ) - Loss on settlement of debt 59,776 (45,176 ) 14,600 Gain on sale of asset - (53,329 ) (53,329 ) Changes in operating assets and liabilities: Accounts payable 73,803 19,961 93,764 Accrued expenses and current liabilities 9,356 6,644 16,000 Cash flows from financing activities: Proceeds from convertible notes payable 50,000 (40,000 ) 10,000 NON CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued in reverse merger $ 1,281,727 $ (188,395 ) $ 1,093,332 Resolution of derivative liabilities 52,105 133,695 185,800 Debt discount due to derivative liabilities - 153,344 153,344 Founders shares - 10 10 Common shares issued and held in escrow 15,000 (14,985 ) 15 Common stock issued for conversion of debt 89,500 (7,000 ) 82,500 Common stock issued for settlement of liabilities 129,001 (127,501 ) 1,500 Common stock issued for settlement of liabilities to related parties - 93,500 93,500 Accounts payable settled by debt 103,344 40,000 143,344 Sale of Subsidiary 143,942 (143,942 ) - Services to be received as consideration for sale of subsidiary 10,000 (10,000 ) - Derivative liability at inception 281,871 (281,871 ) - |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2015 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 2 STOCKHOLDERS DEFICIT The Company is authorized to issue up to 5,000,000,000 shares of common stock at $0.001 par value per share and 20,000,000 shares of preferred stock at $0.001 par value per share. As of June 30, 2015 and December 31, 2014, the Company had 223,490,167 and 2,244,413 shares of common stock plus 1,001 and 10,000 shares of Series A preferred stock issued and outstanding, respectively (see Note 10). |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2015 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 3 RELATED PARTIES During 2014, the Company liabilities owed to Mr. Birmingham, 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. The outstanding balance under the notes was $26,625 as of June 30, 2015 and December 31, 2014. As of June 30, 2015 and 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. 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 per month and 10% of any acquisition closed with the assistance of Yorkshire Capital LLC will be paid. During six months ended June 30, 2015, the Company paid $105,000 in total for consulting services, of which $90,000 was recognized as consulting expense and $15,000 was recognized as prepaid expenses. In May 2015, the Company issued 150,000,000 shares of restricted common stock to the Companys President. These shares have a one year vesting period and were valued using the estimated enterprise value of the Company. The aggregate fair value of the award was determined to be $498,421 of which $83,070 was recognized during the six months ended June 30, 2015 and $415,351 will be recognized over the remaining vesting period. In May 2015, S&L Capital LLC converted 8,999 shares of Series A Preferred stock into 53,406,528 shares of the Companys common stock. These shares are owned by S&L Capital LLC, Robert Sand, majority owner and President of the Company. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 5 PROPERTY AND EQUIPMENT On June 29, 2015, the Company purchased $16,120 of office equipmen and telephone equipment. Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these assets over their estimated useful lives. When assets are retired or disposed, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income. Depreciation and amortization are generally accounted for using the straight line method over the estimated useful lives of the assets as follows: Office, protective and demonstration, and computer equipment 4 Years Manufacturing equipment 10 Years Leasehold improvements lease term Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 6 Months Ended |
Jun. 30, 2015 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | NOTE 6 INTANGIBLE ASSET In June 2015. the Company purchased a hemp based drink formula fopr $50,000, paying $15,000 in cash and issuing a note for $35,000 (See Note-7 Notes Payable). |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
NOTES PAYABLE: | |
NOTES PAYABLE | NOTE7 NOTES PAYABLE In April 2015, the Company entered into a debt agreement for $50,250, with an original issue discount of $5,000 with 10% interest per annum (net cash received was $45,250). The notes will become convertible on or after the maturity date at a 40% discount to the lowest market price in the 20 days prior to conversion. The note is due April 28, 2016. For the six months ended June 30, 2015, the amortization of the debt discount due to original issuance discount was $833. In May 2015, the Company entered into two debt agreements with total principal amount of $65,000 with an original issue discount of $12,500 and 10% interest per annum (net cash received was $52,500). The notes will become convertible on or after the maturity date at a 38% discount to the lowest market price of the 20 days preceding the conversion request. The notes are due November 14, 2015. For the six months ended June 30, 2015, the amortization of the debt discount due to original issuance discount was $3,125. In June 2015, the Company entered into two debt agreements with total principal amount of $180,000 with an original issue discount of $30,000 and 10% interest per annum (net cash received was $150,000). The notes will become convertible on or after the maturity date at a 37.5% discount to the lowest market price of the 15 days preceding the conversion request. The notes are due December 11 and 17, 2015. For the six months ended June 30, 2015, the amortization of the debt discount due to original issuance discount was $2,944. In June 2015, the Company entered into a note with a principle of $200,000 due for legal services. The expense for legal services was recognized during the six months ended June 30, 2015. The note will become convertible on or after the maturity date January 14, 2016 at 75% of the average closing price for the 20 days prior to conversion. In June 2015, the Company issued an 8% Note with the principal amount of $35,000 due on January 30, 2016 for purchase of intangible asset. The holder may convert to shares of common stock on or after the maturity date at 75% of the average closing price for the 20 days prior to the conversion notice. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 CONVERTIBLE NOTES PAYABLE At June 30, 2015 and December 31, 2014, convertible notes payable consisted of the following: December 31, 2014 June 30, 2015 Convertible notes payable $ 131,439 $ 128,082 Unamortized debt discounts - (20,834 ) Total $ 131,439 $ 107,248 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 June 30, 2015 and December 31, 2014. The outstanding convertible notes bear no interest, are due on demand and are convertible into common stock at variable rates based upon discounts to the market price of the common stock. The Company identified embedded derivatives related to the outstanding convertible notes. 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 notes and to adjust the fair value as of each subsequent balance sheet date. At December 31, 2014, the aggregate fair value of the outstanding derivative liabilities was determined to be $902,551. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: Dividend yield: -0- % Market price of common stock: $0.0103 Expected volatility: Maximum Risk free rate: 0.05 % The fair value of the outstanding embedded derivatives of $679,223 at June 30, 2015 was determined using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0- % Market price of common stock: $0.0090 Expected volatility: Maximum Risk free rate: 0.05 % At June 30, 2015, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $647,772 for the six months ended June 30, 2015. During May 2015, the Company issued a convertible note was 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.The Company fair valued the derivative liability of the debt and recorded $25,000 debt discount. For the six months ended June 30, 2015, the amortization of the debt discount was $4,158. In June 2015, the Company repurchased the remaining outstanding debt owed IBC Funds LLC of $11,849 with a cash payment of $30,000 that resuled in a loss on the settlement of debt of $18,151. During six months ended June 30, 2015, $16,500 convertible note was converted into 15,500,000 shares of common stock, which results a total resoluation of derivative liabilities of $896,100. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9 - 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 June 30, 2015 and December 31, 2014: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2015 Liabilities: Derivative liabilities $ 679,223 $ - $ - $ 679,223 December 31, 2014 Liabilities: Derivative liabilities $ 902,551 $ - $ - $ 902,551 The derivative liabilities are measured at fair value using the Black Scholes Option Pricing Model including quoted market prices and estimated volatility factors based on historical prices for the Companys 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 Companys Level 3 financial liabilities for the six months ended June 30, 2015: Derivative Liabilities Balance, December 31, 2014 $ 902,551 Additions recognized as debt discounts 25,000 Additions recognized as loss on derivative liabilities 399,433 Resolution of derivative liabilities (896,100 ) Change in fair value 248,339 Balance, June 30, 2015 $ 679,223 |
ISSUANCE OF UNREGISTERED SECURI
ISSUANCE OF UNREGISTERED SECURITIES | 6 Months Ended |
Jun. 30, 2015 | |
ISSUANCE OF UNREGISTERED SECURITIES | |
ISSUANCE OF UNREGISTERED SECURITIES | NOTE 10 ISSUANCE OF UNREGISTERED SECURITIES 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. These shares have a one year vesting period and were valued using the enterprise value of the Company. The aggregate fair value of the warad was determined to be $498,421 of which $83,070 was recognized during the six months ended June 30, 2015 and $415,351 will be recognized over the remaining vesting period. 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 1,339,226 restricted common shares which were issued on June 1, 2015 with a fair value that was expensed of $74,998. In May 2015, the Company converted 8,999 shares of Series A Preferred stock into 53,406,528 shares of the Companys common stock. These shares are owned by S&L Capital LLC, Robert Sand, Managing Member and President of the Company. In June 2015, the Company entered into a consulting contract with a fee of 10,000,000 shares of restricted common shares. They are earned over the ten month life of the contract. 1,000,000 shares were earned immediately and the remaining are earned in equal monthly tranches. The fair value of the entire award was determined to be $1,050,000 of which 1,000,000 shares were issued and $193,273 was recognized as expense during the six months ended June 30, 2015. $856,727 will be expensed over the remaining vesting period. |
CHANGE OF CONTROL
CHANGE OF CONTROL | 6 Months Ended |
Jun. 30, 2015 | |
CHANGE OF CONTROL | |
CHANGE OF CONTROL | NOTE 11- CHANGE OF CONTROL On April 28, 2015 Vinyl Groove Productions sold controlling interest of the Company to S & L Capital LLC. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2015 | |
COMMITMENTS | |
COMMITMENTS | NOTE 12 COMMITMENTS In June 2015, the Company entered into a one year building lease expiring on June 30, 2016. The office is located at 204 W Main St. Suite 106, Grass Valley, CA. The monthly rent is $1,235 for 1,200 square feet of space. In june 2015, the Company entered into a Royalty Agreement whereby G. Randall and Sons, Inc. will be due a royalty of 2.5% of net sales due and payable quarterly. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13- SUBSEQUENT EVENTS On July 2, 2015, the Company amend the Employment Contract with its CEO & Chairman, Robert Sand, whereas he will receive a salary increase from an annual salary of $175,000 to $295,000. In July 2015, the Company entered into three convertible debt agreements with total principal amount of $190,750 with an original issue discount of $21,750 and 10% interest per annum. $30,000 of these notes are convertible at a 35% discount to the lowest market price of the 15 days preceding the conversion request. $62,500 of these note are convertible at a 37.5% discount to the lowest market price of 15 days preceding the conversion request. $98,500 of these note are convertible at a 35% discount to the lowest market price of 20 days preceding the conversion request. The notes are due January 3, 9 and 17, 2016. These notes become convertible at or after maturity. On July 6, 2015, the Company has agreed to suspend the contract with Lamina International, Inc effective immediately (see Note 10). Both the Company and Lamina International, Inc. have agreed that the issued shares and July payment of $4,000 are in effect. Further consideration will be terminated The Company agreed to accelerate the vesting and issue the total remaining 9 million shares of common stock to Midan Ventures LLC regarding of the consulting agreement signed on June 17, 2015 (see Note 10). In August 2015, the Company converted $557 of debt into 5,570,000 common shares. On July 30, 2015, Jason Spatafora was appointed as the Chief Marketing Officer (CMO) and as a member of the Board of Directors of FBEC Worldwide Inc. for a term of one year, under an Employment Agreement. Mr. Spatafora will receive an annual salary of One Hundred Eighty Thousand Dollars ($180,000) to be paid in monthly increments of $15,000. Mr. Spatafora will receive a signing bonus of Ten Million (10,000,000) shares of restricted common stock of FBEC. On August 4, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $85,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP"). The note includes an Original Issuer Discount (OID) of $10,000, and the Company received $75,000. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is February 5, 2016 and the holders have the right to convert any portion of the principal amount after maturity date thereof at a 35% discount to the lowest intra-day trading price within the twenty (20) trading days prior to a Conversion Notice submitted to the Issuers Transfer Agent. On August 6, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $52,500 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP"). The note includes an Original Issuer Discount (OID) of $7,500, and the Company received $45,000. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is February 7, 2016 and the holders have the right to convert any portion of the principal amount after maturity date thereof at a 35% discount to the lowest intra-day trading price within the twenty (20) trading days prior to a Conversion Notice submitted to the Issuers Transfer Agent. The Board of Directors has received the resignation of Darren Hamans on July 30, 2015 as a member of the Board of Directors. Mr. Hamans was appointed on May 8, 2015. The Board of Directors had authorized the Employment Contract for Darren Hamans, inclusive of Salary and Stock. This Employment agreement has been terminated with no further obligations of any considerations. Mr. Hamans has entered into a new consulting agreement as an Independent Sales Representative for the HEMP Energy product. |
CORRECTION OF PRIOR YEAR INFORM
CORRECTION OF PRIOR YEAR INFORMATION (TABLES) | 6 Months Ended |
Jun. 30, 2015 | |
CORRECTION OF PRIOR YEAR INFORMATION (TABLES): | |
CORRECTION OF PRIOR YEAR INFORMATION (TABLES) | The following table presents the comparative effect of the correction to the three and six month information and the impact on the Companys consolidated financial statements as of and for the three and six months ended June 30, 2014: Three months ended June 30, 2014 As Reported Adjustments As Amended Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 116,397 $ (7,111 ) $ 109,286 Bad debt expense 100,613 (100,613 ) - Other Income (Expenses): Interest expense (180,240 ) 68,169 (112,071 ) Gain on sale of assets - 53,329 53,329 Loss on conversion of debt (395 ) 395 - Derivative gain (loss) 34,260 (84,421 ) (50,161 ) Gain on debt settlement 19,454 (19,454 ) - Net loss (343,931 ) 125,742 (218,189 ) Loss per share, basic $ (1.51 ) $ 0.57 $ (0.94 ) Loss per share, diluted $ (1.51 ) $ 0.57 $ (0.94 ) Six months ended June 30, 2014 As Reported Adjustments As Amended Consolidated Balance Sheet Liabilities and Stockholders Deficit Current Liabilities: Derivative liabilities $ 634,938 $ 78,473 $ 713,411 Convertible notes payable 262,768 45,915 308,683 Stockholders Deficit Common stock 270,081 (269,799 ) 282 Additional paid-in capital 370,573 (1,032,197 ) (661,624 ) Accumulated deficit (1,563,591 ) 1,177,607 (385,984 ) Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 204,064 $ (46,628 ) $ 157,436 Bad debt expense 100,613 (100,613 ) - Other Income (Expenses): Interest expense (188,174 ) 176,880 (11,294 ) Derivative gain (loss) 271,158 (416,297 ) (145,139 ) Loss on conversion of debt (395 ) 395 - Gain on sale of assets - 53,329 53,329 Amortization of debt discount - (110,844 ) (110,844 ) Debt settlement loss (59,776 ) 45,176 (14,600 ) Net loss (281,864 ) (104,120 ) (385,984 ) Loss per share, basic $ (1.50 ) $ (0.80 ) $ (2.30 ) Loss share, diluted $ (1.50 ) $ (0.80 ) $ (2.30 ) Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (281,864 ) $ (104,120 ) $ (385,984 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) loss on change in fair value of derivative liabilities (271,159 ) 416,298 145,139 Loss on conversion of debt 395 (395 ) - Amortization of debt discounts 54,929 55,915 110,844 Bad debt expense 100,613 (100,613 ) - Stock issued for services 61,700 (7,600 ) 54,100 Non-cash interest 147,586 (147,586 ) - Loss on settlement of debt 59,776 (45,176 ) 14,600 Gain on sale of asset - (53,329 ) (53,329 ) Changes in operating assets and liabilities: Accounts payable 73,803 19,961 93,764 Accrued expenses and current liabilities 9,356 6,644 16,000 Cash flows from financing activities: Proceeds from convertible notes payable 50,000 (40,000 ) 10,000 NON CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued in reverse merger $ 1,281,727 $ (188,395 ) $ 1,093,332 Resolution of derivative liabilities 52,105 133,695 185,800 Debt discount due to derivative liabilities - 153,344 153,344 Founders shares - 10 10 Common shares issued and held in escrow 15,000 (14,985 ) 15 Common stock issued for conversion of debt 89,500 (7,000 ) 82,500 Common stock issued for settlement of liabilities 129,001 (127,501 ) 1,500 Common stock issued for settlement of liabilities to related parties - 93,500 93,500 Accounts payable settled by debt 103,344 40,000 143,344 Sale of Subsidiary 143,942 (143,942 ) - Services to be received as consideration for sale of subsidiary 10,000 (10,000 ) - Derivative liability at inception 281,871 (281,871 ) - |
CONVERTIBLE NOTES PAYABLE (TABL
CONVERTIBLE NOTES PAYABLE (TABLES) | 6 Months Ended |
Jun. 30, 2015 | |
CONVERTIBLE NOTES PAYABLE (TABLES): | |
CONVERTIBLE NOTES PAYABLE (TABLES) | At June 30, 2015 and December 31, 2014, convertible notes payable consisted of the following: December 31, 2014 June 30, 2015 Convertible notes payable $ 131,439 $ 128,082 Unamortized debt discounts - (20,834 ) Total $ 131,439 $ 107,248 |
FAIR VALUE OF FINANCIAL INSTR20
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES) | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES): | |
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES) | Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of June 30, 2015 and December 31, 2014: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2015 Liabilities: Derivative liabilities $ 679,223 $ - $ - $ 679,223 December 31, 2014 Liabilities: Derivative liabilities $ 902,551 $ - $ - $ 902,551 |
FAIR VALUE OF FINANCIAL LIABILITIES | The following table provides a summary of changes in fair value of the Companys Level 3 financial liabilities for the six months ended June 30, 2015: Derivative Liabilities Balance, December 31, 2014 $ 902,551 Additions recognized as debt discounts 25,000 Additions recognized as loss on derivative liabilities 399,433 Resolution of derivative liabilities (896,100 ) Change in fair value 248,339 Balance, June 30, 2015 $ 679,223 |
Going Concern (Details)
Going Concern (Details) | Jun. 30, 2015USD ($) |
Going Concern Details | |
Company has an accumulated deficit | $ 2,691,021 |
Working capital deficit | $ 1,358,379 |
Capital Stock Transactions (Det
Capital Stock Transactions (Details) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
CAPITAL STOCK TRANSACTIONS | ||
Common Stock, shares authorized | 5,000,000,000 | 0 |
Preferred Stock, shares authorized | 20,000,000 | 0 |
Common Stock, par value | $ 0.001 | $ 0 |
Preferred Stock ,par value | $ 0.001 | $ 0 |
Company had shares of its Common Stock issued and outstanding | 223,490,167 | 2,244,413 |
Series A Preferred Stock issued and outstanding | 1,001 | 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions | ||||
Liabilities owed to Mr. Birmingham | $ 0 | $ 0 | $ 0 | $ 9,767 |
Mr. Birmingham, were converted to notes payable | 0 | 0 | 0 | 16,858 |
Mr. Birmingham, were converted to notes payable total | 0 | 0 | 0 | 26,625 |
Outstanding balance | 26,625 | 0 | 0 | 26,625 |
Outstanding advances to former officers and directors | 22,675 | 0 | 0 | 22,675 |
Company entered into a consulting agreement with Yorkshire Capital LLC a retainer | 0 | 0 | 225,000 | 0 |
Management fee | $ 0 | $ 0 | $ 30,000 | $ 0 |
Acquisition closed with the assistance of Yorkshire Capital LLC will be paid | 0.00% | 0.00% | 10.00% | 0.00% |
Company issued shares of restricted common stock | 0 | 150,000,000 | 0 | 0 |
Shares have a vesting period in years | $ 0 | $ 1 | $ 0 | $ 0 |
Aggregate fair value | 0 | 498,421 | 0 | 0 |
Remaining vesting period | 0 | 415,351 | 0 | 0 |
Company converted shares of Series A Preferred stock | 0 | 8,999 | 0 | 0 |
Company converted shares of Series A Preferred stock into shares of common stock | 0 | 53,406,528 | 0 | 0 |
Related Parties (Details)
Related Parties (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Related Parties Details | |
Company paid total consulting services | $ 105,000 |
Company recognized as consulting expense | 90,000 |
Company recognized as prepaid expenses | 15,000 |
Aggregate fair value of warad | $ 83,070 |
Estimated Useful Lives Of Asset
Estimated Useful Lives Of Assets (Details) | Jun. 30, 2015USD ($) | Jun. 29, 2015USD ($) |
Estimated Useful Lives Of Assets | ||
Company purchased office equipment and telephone equipment | $ 0 | $ 16,120 |
Office, protective and demonstration, and computer equipment in years | 4 | 0 |
Manufacturing equipment in years | 10 | 0 |
Intangible Asset (Details)
Intangible Asset (Details) - Jun. 30, 2015 | USD ($) |
Intangible Asset Details | |
Company purchased a hemp based drink formula for paying in cash | $ 50,000 |
Issuing of note | $ 15,000 |
License amortized in years | 17 |
Trademarks and patents are amortized in years | 20 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 |
Notes Payable Details | |||
Company entered into a debt agreement | $ 0 | $ 0 | $ 50,250 |
Company entered into a debt agreement with an original issue discount | 0 | 0 | 5,000 |
Net cash received | $ 0 | $ 0 | $ 45,250 |
Company entered into a debt agreement interest per annum | 0.00% | 0.00% | 10.00% |
Notes will become convertible at a discount to the lowest market price in the 20 days | 0.00% | 0.00% | 40.00% |
Company entered into two debt agreements with total principal amount | $ 180,000 | $ 65,000 | $ 0 |
Company entered into two debt agreements with an original issue discount | $ 30,000 | $ 12,500 | $ 0 |
Company entered into two debt agreements interest per annum | 10.00% | 10.00% | 0.00% |
Notes will become convertible at a discount to the lowest market price of the 20 and 15 days | 37.50% | 38.00% | 0.00% |
Company entered into two debt agreements net cash received | $ 150,000 | $ 52,500 | $ 0 |
Company entered into a note with a principle of $ due for legal services | $ 200,000 | $ 0 | $ 0 |
Notes will become convertible at a discount to the lowest market price of the 20 days | 75.00% | 0.00% | 0.00% |
Company issued note with principal amount | $ 35,000 | $ 0 | $ 0 |
Company issued an note with interest rate | 8.00% | 0.00% | 0.00% |
Amortization (Details)
Amortization (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Amortization {1} | |
Amortization of the debt discount due to original issuance discount | $ 833 |
Amortization of the debt discount due to original issuance discount | 3,125 |
Amortization of the debt discount due to original issuance discount | $ 2,944 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Convertible Notes Payable {1} | ||
Convertible notes payable | $ 128,082 | $ 131,439 |
Unamortized debt discounts | (20,834) | 0 |
Convertible notes payable total | 107,248 | 131,439 |
Company's outstanding convertible notes are secured by common shares | $ 15,000 | $ 15,000 |
Note Outstanding (Details)
Note Outstanding (Details) - USD ($) | Jun. 30, 2015 | May. 31, 2015 | Dec. 31, 2014 |
Note Outstanding | |||
Aggregate fair value of outstanding derivative liabilities | $ 679,223 | $ 0 | $ 902,551 |
Fair value of derivative liability to market resulting in non-cash, non-operating gain | 647,772 | 0 | 0 |
Company issued a convertible note | $ 0 | $ 25,000 | $ 0 |
Company issued a convertible note interest | 0.00% | 10.00% | 0.00% |
Shares are convertible at $.01 discount the lowest trading price in the prior 20 days | 0.00% | 50.00% | 0.00% |
Company fair valued the derivative liability of the debt and recorded debt discount | $ 0 | $ 25,000 | $ 0 |
Amortization of debt discount | 0 | 4,158 | 0 |
Company repurchased the remaining outstanding debt owed IBC Funds LLC | 11,849 | 0 | 0 |
Cash payment | 30,000 | 0 | 0 |
Loss on settlement of debt | 18,151 | 0 | 0 |
Convertible note | 16,500 | 0 | 0 |
Convertible note was converted into shares of common stock | 15,500,000 | 0 | 0 |
Total resolution of derivative liabilities | $ 896,100 | $ 0 | $ 0 |
Black Scholes Model assumptions
Black Scholes Model assumptions (Details) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Black Scholes Model assumptions | ||
Dividend yield: | 0.00% | 0.00% |
Market Price of common stock | $ 0.009 | $ 0.0103 |
Expected volatility maximum | 0.00% | 0.00% |
Risk free rate | 0.05% | 0.05% |
Fair value on a recurring basis
Fair value on a recurring basis in the accompanying consolidated financial statements (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Derivative liabilities Total | $ 679,223 | $ 902,551 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Derivative liabilities Quoted Prices in Active Markets for Identical Assets Level 1 | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Derivative liabilities Significant Other Observable Inputs Level 2 | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Derivative liabilities Significant Unobservable Inputs Level 3 | $ 679,223 | $ 902,551 |
Summary Of Changes In Fair Valu
Summary Of Changes In Fair Value (Details) {Stockholder Equity} - Derivative Liabilities | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Balance of Fair Value | $ 902,551 |
Additions recognized as debt discounts | 25,000 |
Additions recognized as loss on derivative liabilities | 399,433 |
Resolution of derivative liabilities | (896,100) |
Change in fair value | 248,339 |
Balance of Fair Value | $ 679,223 |
Unregistered Securities (Detail
Unregistered Securities (Details) - USD ($) | Jun. 30, 2015 | Jun. 01, 2015 | May. 31, 2015 |
Unregistered Securities | |||
Company issued common shares for the conversion of debt | 0 | 0 | 15,500,000 |
Company issued common shares for the conversion of debt value | 0 | 0 | 16,500 |
Restricted common shares were issued | 0 | 0 | 150,000,000 |
Aggregate fair value | 0 | 0 | 498,421 |
Remaining vesting period | 0 | 0 | 415,351 |
Aggregate fair value of warad | 83,070 | 0 | 0 |
Lamnia will receive per month in cash | $ 0 | $ 4,000 | $ 0 |
Restricted common shares issued | 0 | 1,339,226 | 0 |
Fair value was expensed | $ 0 | $ 74,998 | $ 0 |
Company converted shares of Series A Preferred stock | 8,999 | 0 | 0 |
Company converted shares of Series A Preferred stock into shares of common stock | 53,406,528 | 0 | 0 |
Shares of restricted common shares | 10,000,000 | 0 | 0 |
Remaining shares are earned in equal monthly tranches | 1,000,000 | 0 | 0 |
Fair value of the entire award | 1,050,000 | 0 | 0 |
Shares were issued | 1,000,000 | 0 | 0 |
Recognized as expense | $ 193,273 | $ 0 | $ 0 |
Expensed over the remaining vesting period | $ 856,727 | $ 0 | $ 0 |
Commitments (Details)
Commitments (Details) - Jun. 30, 2015 - USD ($) | Total |
Commitments Details | |
Monthly rent for 1,200 square feet of space | $ 1,235 |
Due royalty of net sales | 2.50% |
Subsequent Transactions (Detail
Subsequent Transactions (Details) - USD ($) | Aug. 31, 2015 | Aug. 06, 2015 | Aug. 04, 2015 | Jul. 31, 2015 | Jul. 30, 2015 | Jul. 06, 2015 | Jul. 02, 2015 |
Subsequent Transactions | |||||||
Annual salary increase from $175,000 to | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 295,000 |
Company entered into three convertible debt agreements with total principal amount | 0 | 0 | 0 | 190,750 | 0 | 0 | 0 |
Company entered into three convertible debt agreements with an original issue discount | $ 0 | $ 0 | $ 0 | $ 21,750 | $ 0 | $ 0 | $ 0 |
Company entered into three convertible debt agreements interest rate | 0.00% | 0.00% | 0.00% | 10.00% | 0.00% | 0.00% | 0.00% |
Notes are convertible at a 35% discount to the lowest market price of the 15 days | $ 0 | $ 0 | $ 0 | $ 30,000 | $ 0 | $ 0 | $ 0 |
Note are convertible at a 37.5% discount to the lowest market price of 15 days | 0 | 0 | 0 | 62,500 | 0 | 0 | 0 |
Note are convertible at a 35% discount to the lowest market price of 20 day | $ 0 | $ 0 | $ 0 | $ 98,500 | $ 0 | $ 0 | $ 0 |
Issued shares and payment | 0 | 0 | 0 | 0 | 0 | 4,000 | 0 |
Vesting and issue the total remaining shares of common stock to Midan Ventures LLC | 0 | 0 | 0 | 0 | 0 | 9,000,000 | 0 |
Company converted debt | 557 | 0 | 0 | 0 | 0 | 0 | 0 |
Company converted debt into common shares | 5,570,000 | 0 | 0 | 0 | 0 | 0 | 0 |
Mr. Spatafora will receive an annual salary | $ 0 | $ 0 | $ 0 | $ 0 | $ 180,000 | $ 0 | $ 0 |
Salary to be paid in monthly increments | $ 0 | $ 0 | $ 0 | $ 0 | $ 15,000 | $ 0 | $ 0 |
Mr. Spatafora will receive a bonus of shares of restricted common stock | 0 | 0 | 0 | 0 | 10,000,000 | 0 | 0 |
Note includes an Original Issuer Discount | $ 0 | $ 7,500 | $ 10,000 | $ 0 | $ 0 | $ 0 | $ 0 |
Company received | $ 0 | $ 45,000 | $ 75,000 | $ 0 | $ 0 | $ 0 | $ 0 |
Discount to the lowest intra-day trading price within the twenty (20) trading days | 0.00% | 35.00% | 35.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Company issued a interest bearing Convertible Promissory Note | 0.00% | 10.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Company issued a interest bearing Convertible Promissory Note principal amount | $ 0 | $ 52,500 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |