Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 21, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | FBEC Worldwide Inc. | |
Entity Trading Symbol | fbec | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,311,735 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 254,747,666 | |
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 | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 6,616 | $ 0 |
Total current assets | 6,616 | 0 |
Intangible Asset | 50,000 | 0 |
Total Assets | 56,616 | 0 |
Current liabilities: | ||
Accounts payables | 14,322 | 15,281 |
Accrued expenses | 94,349 | 46,175 |
Convertible notes payable (net) | 297,500 | 131,439 |
Notes payable to related parties | 0 | 26,625 |
Notes payable (net) | 631,052 | 0 |
Derivative liabilities | 560,837 | 902,551 |
Total current liabilities | 1,598,060 | 1,122,071 |
Total liabilities | 1,598,060 | 1,122,071 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized 1,000 and 10,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014 respectively | 1 | 10 |
Common stock, $0.001 par value, 5,000,000,000 shares authorized; 254,747,666 and 2,244,413 shares respectively issued and outstanding | 254,748 | 2,244 |
Additional paid-in capital | 3,660,339 | 132,567 |
Retained earnings | (5,456,532) | (1,256,892) |
Total stockholders' equity | (1,541,444) | (1,122,071) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 56,616 | $ 0 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Sep. 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 | 1,000 | 10,000 |
Preferred Stock, shares outstanding | 1,000 | 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 | 254,747,666 | 2,244,413 |
Common Stock, shares outstanding | 254,747,666 | 2,244,413 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenues: | ||||
Revenue from Cable/Internet sales | $ 0 | $ 0 | $ 0 | $ 0 |
Total net revenues | 0 | 0 | 0 | 0 |
Cost of Goods Sold | 0 | 0 | 0 | 0 |
Gross Income | 0 | 0 | 0 | 0 |
Operating expenses: | ||||
General, selling and administrative expenses | 2,672,930 | 17,687 | 3,428,852 | 175,123 |
Total operating expenses | 2,672,930 | 17,687 | 3,428,852 | 175,123 |
Income (loss) from operations | (2,672,930) | (17,687) | (3,428,852) | (175,123) |
Other income (expense) | ||||
Interest income (expense) | (47,625) | (29,837) | (59,909) | (151,975) |
Gain (loss) on derivative liability | (44,956) | (661,171) | (692,728) | (806,310) |
Loss on extinguishment of liability | 0 | 0 | (18,151) | (14,600) |
Gain on sale of assets | 0 | 0 | 0 | 53,329 |
Total other income (expense) | (92,581) | (691,008) | (770,788) | (919,556) |
Income (loss) before income tax | (2,765,511) | (708,695) | (4,199,640) | (1,094,679) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (2,765,511) | $ (708,695) | $ (4,199,640) | $ (1,094,679) |
Basic income (loss) per share | $ (0.01) | $ (1.74) | $ (0.03) | $ (4.42) |
Diluted income (loss) per share | $ (0.01) | $ (1.74) | $ (0.03) | $ (4.42) |
Weighted average shares - Basic | 238,167,286 | 406,325 | 127,965,782 | 247,836 |
Weighted average shares - Diluted | 238,167,286 | 406,325 | 127,965,782 | 247,836 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income ( loss) | $ (4,199,640) | $ (1,094,679) |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Loss on Derivative Liabilities | 692,728 | 806,310 |
Ammortization of debt discount | 53,394 | 132,761 |
Equipment expensed as wages in Sand settlement | 48,314 | 0 |
Loss on extinguishment of liabilities | 18,151 | 14,600 |
Gain on sale of asset | 0 | (53,329) |
Increase (decrease) in: | ||
Accounts Payable | (959) | 114,237 |
Accrued Expenses | 48,174 | 16,000 |
Net Cash Provided (Used) in Operating Activities | (3,339,838) | (64,100) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Property & Equipment | (63,314) | 0 |
Net Cash Provided (Used) by Investing Activities | (63,314) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Decrese of debt | (30,000) | 0 |
Note payable issued for services | 200,000 | 0 |
Stock issued for Service | 2,588,018 | 54,100 |
Proceeds from convertible Notes Payable | 75,000 | 10,000 |
Proceeds from Notes Payable | 576,750 | 0 |
Net Cash Provided by Financing Activities | 3,409,768 | 64,100 |
NET INCREASE IN CASH | 6,616 | 0 |
CASH AT BEGINNING OF PERIOD | 0 | 0 |
CASH AT END OF PERIOD | $ 6,616 | $ 0 |
BASIS OF PRESENTATION, GOING CO
BASIS OF PRESENTATION, GOING CONCERN AND CORRECTION OF PRIOR YEAR INFORMATION | 9 Months Ended |
Sep. 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 nine month period ended September 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 September 23, 2015. Operating results for the three an nine months ended September 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 nine months ended September 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 September 30, 2015, the Company has an accumulated deficit of $ 5,456,532 and has a working capital deficit of $1,541,444. 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 nine months ended September 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 nine months ended September30, 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 nine months ended September 30, 2014. The following table presents the comparative effect of the correction to the three and nine month information and the impact on the Companys consolidated financial statements as of and for the three and nine months ended September 30, 2014: Three months ended September 30, 2014 As Reported Adjustments As Amended Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 21,016 $ (3,329 ) $ 17,687 Bad debt expense - - - Other Income (Expenses): Interest expense (61,251 ) 31,414 (29,837 ) Gain on sale of assets - - - Gain (Loss) on conversion of debt 46,187 - 46,187 Derivative gain (loss) (561,296 ) (99,875 ) (661,171 ) Net loss (597,376 ) (93,632 ) (691,008 ) Loss per share, basic $ (1.48 ) $ (0.26 ) $ (1.74 ) Loss per share, diluted $ (1.48 ) $ (0.26 ) $ (1.74 ) Nine months ended September 30, 2014 As Reported Adjustments As Amended Consolidated Balance Sheet Liabilities and Stockholders Deficit Current Liabilities: Derivative liabilities $ 967,301 $ 106,066 $ 1,073,367 Convertible notes payable 196,944 14,416 211,360 Stockholders Deficit Common stock 741,392 (740,581 ) 811 Additional paid-in capital 204,490 37,209 241,699 Accumulated deficit (2,160,967 ) 825,410 (1,335,557 ) Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 225,080 $ (49,957 ) $ 175,123 Bad debt expense 100,613 (100,613 ) - Other Income (Expenses): Interest expense (249,426 ) 97,451 (151,975 ) Derivative gain (loss) (290,137 ) (516,173 ) (806,310 ) Gain on sale of asset - (53,329 ) (53,329 ) Debt settlement loss (59,776 ) 45,176 (14,600 ) Net loss (879,240 ) (215,439 ) (1,094,679 ) Loss per share, basic $ (3.38 ) $ (0.83 ) $ (4.21 ) Loss share, diluted $ (3.38 ) $ (0.83 ) $ (4.21 ) Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (879,240 ) $ (215,439 ) $ (1,094,679 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) loss on change in fair value of derivative liabilities 290,138 516,172 806,310 (Gain) on conversion of debt (45,792 ) (395 ) (45,792 ) Amortization of debt discounts 111,587 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 94,276 (71,820 ) 22,456 Accrued expenses and current liabilities 9,356 (3,657 ) 5,699 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 260,689 133,695 185,800 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 420,566 (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 | 9 Months Ended |
Sep. 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 September 30, 2015 and December 31, 2014, the Company had 254,747,666 and 2,244,413 shares of common stock plus 1,000 and 10,000 shares of Series A preferred stock issued and outstanding, respectively (see Note 10). |
Separation of Prior Management
Separation of Prior Management | 9 Months Ended |
Sep. 30, 2015 | |
Separation of Prior Management: | |
Separation of Prior Management | NOTE 3 Separation of Prior Management On September 14, 2015, Robert Sands resignation was accepted by the Company per his resignation letter dated September 13, 2015. He resigned as Chief Executive Officer and as Chairman of the Board of Directors. These positions represented all positions then held by Mr. Sand. Mr. Sand and his company S&L Capital LLC were allowed to retain the shares in their possession totaling 203,406,528 restricted common shares. Neither the Company, Mr. Spatafora or Mr. Heimann will take any action to restrict these shares by any method. One share of the Series A Preferred Stock was returned to the Company and canceled. The remaining 1,000 Series A Preferred shares remain with Vinyl Groove Productions, Inc. The Company will continue to pay for the prior Company headquarters in California for the remaining term of the lease expiring in June 2016. Mr. San will use the facility for business unrelated to the Company. The Company ceased investigation into Mr. Sand activities per the separation agreement. The Company has located several expenses and asset purchases that are now unrelated to Company activities and have converted the value of these items to wages totaling $62,693.15. The value of Mr. Sand shares received for a signing bonus have also been recorded as wages totaling $486,907 for accounting purposes. These amounts may increase for tax purposes based on future valuation dates and after amounts have been audited. Mr. Adam Heimann is a 50% owner of Midam Ventures, that has a contract with the Company to provide consulting and other services. Mr. Heimann was instrumental in and is an individual party to the Sand Separation Agreement. Mr. Heimann intended to be the President of the Company and a member of the Board of Director. While he signed a contract to take such positions he resigned before the next business day on the advice of counsel subject to the functions in the Midam Ventures contract with the Company. No actions were taken on behalf of the Company between September 11 and September 14, 2015 by Mr. Heimann. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2015 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 4 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 September 30, 2015 and December 31, 2014. These notes were settled and converted to 4,437,499 common shares in September 2015 by the purchaser. As of September 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 nine months ended September30, 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. This contract was terminated in August 2015 with no additional amounts due. 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. The Company entered in to Separation agreement with this President on September 14, 2015, the total of $498,421 are recognized as wages expense as of September 30, 2015. 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, then majority owner and President of the Company. 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. The Company entered in to Separation agreement with this President on September 14, 2015. 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. This contract was amended in Septemebr 2015 to make Mr. Spatafora the President of the Company with the same remuneration and the issuance of 2,000,000 rstricted common shares as a signing bonus. As of the date of filing those shares have not nbeen issued. 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. The Board of Directors has received the resignation of Michael Wilcox in September 2015. On September 30, 2015, the Company entered into a contract with Midam Ventures LLC replacing the contract originally signed June17, 2015. The contract expires on September 30, 2016 or earlier depending on certain conditions. The Consultant will be paid $10, 000 per month for their services. Midam Ventiures LLC will provide IR/PR, product development and marketing, fund raising, vendor relations and other services as may be required. An officer and partial owner of Midam Ventures LLC is the sole owner of our controlling shareholder. At the time the original contract was signed, this Midam Ventures LLC officer did not own the limited liability company with controlling interest in our company. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 5 PROPERTY AND 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 | 9 Months Ended |
Sep. 30, 2015 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | NOTE 6 INTANGIBLE ASSET In June 2015. the Company purchased a hemp based drink formula for $50,000, paying $15,000 in cash and issuing a note for $35,000 (See Note-7 Notes Payable). The Company's intangible assets comprise a drink formula accounted for at cost. The license is amortized over 17 years which is the life of the agreement and is expected to be the life of the product. Should the Company determine that there is permanent impairment in the value of the unamortized portion of an intangible asset an appropriate amount of the unamortized balance of the intangible asset would be charged to income at that time. The Company has produced sample products for pre-market taste testing and improved formulation. Amortization for the quarter ended September 30, 2015 was $0 as the Company is determining the expected useful life of the product. It is expected that the amount would be a deminimis amount. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
NOTES PAYABLE: | |
NOTES PAYABLE | NOTE 7 NOTES PAYABLE In April 2015, the Company entered into a debt agreement for $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 nine months ended September 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 $52,500 with 10% interest per annum. 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. In June 2015, the Company entered into two debt agreements with total principal amount of $150,000 with 10% interest per annum. 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. 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 nine months ended September 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. In July 2015, the Company entered into three convertible debt agreements with total principal amount of $169,000 with 10% interest per annum. $114,000 of these notes are convertible at a 35% discount to the lowest market price of the 15 days preceding the conversion request. $55,000 of these note are convertible at a 37.5% discount to the lowest market price of 15 days preceding the conversion requestThe notes are due January 3, 9 and 17, 2016. These notes become convertible at or after maturity. On August 4, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $75,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP"). 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 $45,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP"). 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. In August 2015, the Company converted $557 of debt into 5,570,000 common shares. On August 26, 2015, the Company converted $26,625 into 4,437,499 common shares. On August 26, 2015, the Company issued a 8% interest bearing Convertible Promissory Note in the principal amount of $30,000 to Asten Wyman LLC. ursuant to the terms of the convertible promissory note, the 6 month maturity date is February 26, 2016 and the holders have the right to convert any portion of the principal amount at any time at a 50% discount to the lowest intra-day trading price within the ten (10) trading days prior to a Conversion Notice submitted to the Issuers Transfer Agent. On September 14, 2015, the Company issued a Convertible Promissory Note in the principal amount of $40,000 to Beaufort Capital Partners LLC, a New York Limited Liability Company("BCP").. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is March 14, 2016 and the holders have the right to convert any portion of the principal amount after maturity date thereof at a 30% discount to the lowest intra-day trading price within the fifteen (15) trading days prior to a Conversion Notice submitted to the Issuers Transfer Agent. On September 29, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $20,000 to Asten Wyman LLC. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is March 29, 2016 and the holders have the right to convert any portion of the principal amount at any time at a 50% 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. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
CONVERTIBLE NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 CONVERTIBLE NOTES PAYABLE At September 30, 2015 and December 31, 2014, convertible notes payable consisted of the following: December 31, 2014 September 30, 2015 Convertible notes payable $ 131,439 $ 318,334 Unamortized debt discounts - (20,834 ) Total $ 131,439 $ 297,500 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 September 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 derivative liability, $560, 837 as of September 30, 2015, was determined using a multi-nominal lattice model as of issuance, exercise, and the financial reporting periods with the following assumptions: The notes convert with a conversion price equal to the lower of $0.0001 or 50 of the lowest trading price in the 20 days prior to conversion; An event of default would occur 0% of the time, increasing to 0% per month with a maximum of 0%; The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range of 382% -405%; The company would not redeem the notes prior to maturity in 2035 (20 year period required to convert out this volume of stock; and The holder would automatically convert the note on a monthly basis based on ownership and trading volume limitations (10% of the two year market average). Based on the valuation, an initial loss on the derivative of $470,361 was realized with change in fair value of derivative liabilities causing a loss of an additional $ 222,367 in our statement of operations for the nine months ended September 30, 2015. At September 30, 2015, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $692,728 for the nine months ended September 30, 2015. 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 nine months ended September 30, 2015, $39,125 convertible note was converted into 10,687,499 shares of common stock, which results a total resoluation of derivative liabilities of $1,136,067. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 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 September30, 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) September 30, 2015 Liabilities: Derivative liabilities $ 560,837 $ - $ - $ 560,837 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 nine months ended September 30, 2015: Derivative Liabilities Balance, December 31, 2014 $ 902,551 Additions recognized as debt discounts 101,625 Additions recognized as loss on derivative liabilities 470,361 Resolution of derivative liabilities (1,136,067 ) Change in fair value (222,367 ) Balance, September 30, 2015 $ 560,837 |
ISSUANCE OF UNREGISTERED SECURI
ISSUANCE OF UNREGISTERED SECURITIES | 9 Months Ended |
Sep. 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 nine months ended September30, 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 September1, 2015 with a fair value that was expensed of $74,998. On July 6, 2015, the Company has agreed to suspend the contract with Lamnia International, Inc effective immediately (see Note 10). Both the Company and Lamnia International, Inc. have agreed that the issued shares and July payment of $4,000 are in effect. Further consideration will be terminated. 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. On June 17, 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 nine months ended September 30, 2015. $856,727 will be expensed over the remaining vesting period. The Company agreed to accelerate the vesting and issue the total remaining 9 million shares of common stock to MidamVentures LLC regarding of the consulting agreement signed on June 17, 2015. The vesting period ended on 9/30/15 with a total expense of $ incurred |
CHANGE OF CONTROL
CHANGE OF CONTROL | 9 Months Ended |
Sep. 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. Payment was defaulted and Vinyl Groove Productions remains the owner of 1,000 Series A Preferred shares with the other outstanding share canceled. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2015 | |
COMMITMENTS | |
COMMITMENTS | NOTE 12 COMMITMENTS In June 2015, the Company entered into a one year building lease expiring on September30, 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. The Company ceased to occupy this space on September 14, 2015. 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 | 9 Months Ended |
Sep. 30, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13- SUBSEQUENT EVENTS On October 2, 2015, the Company received $20,000 of the Promissory Note issued on September 29, 2015. On October 6, 2015, the Company received $35,000 of t the Promissory Note issued on September 29, 2015. On October 16, 2015, the Company issued 3,100,000 common shares for the conversion $310 of debt. On October 28, 2015, the Company fulfilled payment of consulting contracts issued September 23, 2015 and October 8, 2015 by issuing 4,000,000 restricted common shares for each contract. On November 6, 2015, the Company entered into a consulting agreement for marketing assistance and issued 2,000,000 restricted common shares. On November 9, 2015, the Company entered into a Joint Venture Agreement with CBD Globe Distributors Ltd (CBD). Pursuant to the JV Agreement FBEC and CBD will form a limited liability company (the LLC), which shall be owned as follows: 50.1% by FBEC and 49.9% by CBD. The LLC shall create a strategic alliance between the brands currently held by the parties, respectively in an effort to lend support in a multitude of areas and consolidate businesses in the cannabis and hemp industry. FBEC will take on the role of online digital marketer in a wide variety of online spaces as well as provide fulfilment support for the distribution of all brands at FBECs expense. To the extent set forth in this Agreement, each of the Parties shall own an undivided fractional part in the LLC. Jason Spatafora and Patrick Folkes shall be the managing members of the LLC (the Managing Members). (See Form 8-K filed November 12, 2015) On November 16, 2015, the Company issued a 10% interest bearing Convertible Promissory Note in the principal amount of $35,000 to Asten Wyman LLC. Pursuant to the terms of the convertible promissory note, the 6 month maturity date is April 16, 2016 and the holders have the right to convert any portion of the principal amount at any time at a 50% 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 November 17, 2015, the Company and Beaufort Capital amended the note agreement of May 14, 2015 and September 14, 2015. Beaufort Capital agreed to retire the May 14, 2015 note with a face amount balance of $20,000, The consideration for the retirement is adding a 7% per annume interest rate and increasing any late fee penalty interest rate by 7% on the September 14, 2015 promissory note. On November 30, 2015. The Company entered into a Joint Venture Agreement with DuBe Hemp Beverages Inc. (DUBE). Pursuant to the JV Agreement FBEC and DUBE will form a limited liability company (the LLC), which shall be owned as follows: 50.1% by FBEC and 49.9% by DUBE. The LLC shall create a strategic alliance between the brands currently held by the parties, respectively in an effort to lend support in a multitude of areas and consolidate businesses in the cannabis and hemp industry. FBEC will take on the role of online digital marketer in a wide variety of online spaces as well as provide fulfilment support for the distribution of all brands at FBECs expense. To the extent set forth in this Agreement, each of the Parties shall own an undivided fractional part in the LLC. Jason Spatafora and Phil Restifo shall be the managing members of the LLC (the Managing Members). (See Form 8-K filed November 30, 2015) As o f the date of this filing the limited liability companies required for both Joint Venture Agreements haven't been filed. |
CORRECTION OF PRIOR YEAR INFORM
CORRECTION OF PRIOR YEAR INFORMATION (TABLES) | 9 Months Ended |
Sep. 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 nine month information and the impact on the Companys consolidated financial statements as of and for the three and nine months ended September 30, 2014: Three months ended September 30, 2014 As Reported Adjustments As Amended Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 21,016 $ (3,329 ) $ 17,687 Bad debt expense - - - Other Income (Expenses): Interest expense (61,251 ) 31,414 (29,837 ) Gain on sale of assets - - - Gain (Loss) on conversion of debt 46,187 - 46,187 Derivative gain (loss) (561,296 ) (99,875 ) (661,171 ) Net loss (597,376 ) (93,632 ) (691,008 ) Loss per share, basic $ (1.48 ) $ (0.26 ) $ (1.74 ) Loss per share, diluted $ (1.48 ) $ (0.26 ) $ (1.74 ) Nine months ended September 30, 2014 As Reported Adjustments As Amended Consolidated Balance Sheet Liabilities and Stockholders Deficit Current Liabilities: Derivative liabilities $ 967,301 $ 106,066 $ 1,073,367 Convertible notes payable 196,944 14,416 211,360 Stockholders Deficit Common stock 741,392 (740,581 ) 811 Additional paid-in capital 204,490 37,209 241,699 Accumulated deficit (2,160,967 ) 825,410 (1,335,557 ) Consolidated Statement of Operations Operating Expenses: Selling, general and administrative $ 225,080 $ (49,957 ) $ 175,123 Bad debt expense 100,613 (100,613 ) - Other Income (Expenses): Interest expense (249,426 ) 97,451 (151,975 ) Derivative gain (loss) (290,137 ) (516,173 ) (806,310 ) Gain on sale of asset - (53,329 ) (53,329 ) Debt settlement loss (59,776 ) 45,176 (14,600 ) Net loss (879,240 ) (215,439 ) (1,094,679 ) Loss per share, basic $ (3.38 ) $ (0.83 ) $ (4.21 ) Loss share, diluted $ (3.38 ) $ (0.83 ) $ (4.21 ) Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (879,240 ) $ (215,439 ) $ (1,094,679 ) Adjustments to reconcile net loss to net cash used in operating activities: (Gain) loss on change in fair value of derivative liabilities 290,138 516,172 806,310 (Gain) on conversion of debt (45,792 ) (395 ) (45,792 ) Amortization of debt discounts 111,587 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 94,276 (71,820 ) 22,456 Accrued expenses and current liabilities 9,356 (3,657 ) 5,699 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 260,689 133,695 185,800 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 420,566 (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) | 9 Months Ended |
Sep. 30, 2015 | |
CONVERTIBLE NOTES PAYABLE (TABLES): | |
CONVERTIBLE NOTES PAYABLE (TABLES) | At September 30, 2015 and December 31, 2014, convertible notes payable consisted of the following: December 31, 2014 September 30, 2015 Convertible notes payable $ 131,439 $ 318,334 Unamortized debt discounts - (20,834 ) Total $ 131,439 $ 297,500 |
FAIR VALUE OF FINANCIAL INSTR21
FAIR VALUE OF FINANCIAL INSTRUMENTS (TABLES) | 9 Months Ended |
Sep. 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 September30, 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) September 30, 2015 Liabilities: Derivative liabilities $ 560,837 $ - $ - $ 560,837 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 nine months ended September 30, 2015: Derivative Liabilities Balance, December 31, 2014 $ 902,551 Additions recognized as debt discounts 101,625 Additions recognized as loss on derivative liabilities 470,361 Resolution of derivative liabilities (1,136,067 ) Change in fair value (222,367 ) Balance, September 30, 2015 $ 560,837 |
Going Concern (Details)
Going Concern (Details) | Sep. 30, 2015USD ($) |
Going Concern Details | |
Company has an accumulated deficit | $ 5,456,532 |
Working capital deficit | $ 1,541,444 |
Capital Stock Transactions (Det
Capital Stock Transactions (Details) - $ / shares | Sep. 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 | 254,747,666 | 2,244,413 |
Series A Preferred Stock issued and outstanding | 1,000 | 10,000 |
Separation Of Prior Management
Separation Of Prior Management (Details) | Sep. 14, 2015USD ($)shares |
Separation Of Prior Management Details | |
Totaling restricted common shares | 203,406,528 |
Series A Preferred shares remain with Vinyl Groove Productions, Inc | 1,000 |
Company activities have converted the value of items to wages totaling | $ | $ 62,693.15 |
Mr. Sand shares received signing bonus also recorded as wages totaling | 486,907 |
Mr. Adam Heimann is owner of Midam Ventures | 50.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2015 | Jul. 30, 2015 | Jul. 02, 2015 | May. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions | ||||||
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 balance | $ 26,625 | 26,625 | ||||
Notes were settled and converted to common shares by purchaser | 4,437,499 | |||||
Outstanding advances to former officers and directors | $ 22,675 | $ 22,675 | ||||
Company entered into a consulting agreement with Yorkshire Capital LLC a retainer | $ 225,000 | |||||
Management fee | $ 30,000 | |||||
Acquisition closed with the assistance of Yorkshire Capital LLC will be paid | 10.00% | |||||
Company issued shares of restricted common stock | 150,000,000 | |||||
Shares have a vesting period in years | $ 1 | |||||
Aggregate fair value | 498,421 | |||||
Wages expense | 498,421 | |||||
Company converted shares of Series A Preferred stock | 8,999 | |||||
Company converted shares of Series A Preferred stock into shares of common stock | 53,406,528 | |||||
Robert Sand will receive annual salary | $ 175,000 | |||||
Robert Sand will receive a salary increase from an annual salary | $ 295,000 | |||||
Mr. Spatafora will receive an annual salary | $ 180,000 | |||||
Mr. Spatafora will receive an annual salary paid in monthly increments | 15,000 | |||||
Mr. Spatafora will receive a signing bonus of shares of restricted common stock | 10,000,000 | |||||
Mr. Spatafora with same remuneration and issuance of restricted common shares as signing bonus | $ 2,000,000 | |||||
Consultant will be paid per month for their services | $ 10,000 |
Related Parties (Details)
Related Parties (Details) | 9 Months Ended |
Sep. 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 |
Estimated Useful Lives Of Asset
Estimated Useful Lives Of Assets (Details) | Sep. 30, 2015 |
Estimated Useful Lives Of Assets | |
Office, protective and demonstration, and computer equipment in years | 4 |
Manufacturing equipment in years | 10 |
Intangible Asset (Details)
Intangible Asset (Details) | Sep. 30, 2015USD ($) |
Intangible Asset Details | |
Company purchased a hemp based drink formula for paying in cash | $ 50,000 |
Paying in cash | 15,000 |
Issuing a note for | $ 35,000 |
License amortized in years | 17 |
Amortization for the quarter ended September 30, 2015 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 29, 2015 | Sep. 14, 2015 | Aug. 31, 2015 | Aug. 26, 2015 | Aug. 06, 2015 | Aug. 04, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 |
Notes Payable Details | ||||||||||
Company entered into a debt agreement | $ 45,250 | |||||||||
Notes will become convertible at a discount to the lowest market price in the 20 days | 40.00% | |||||||||
Company entered into two debt agreements with total principal amount | $ 150,000 | $ 52,500 | ||||||||
Company entered into two debt agreements interest per annum | 10.00% | 10.00% | ||||||||
Notes will become convertible at a discount to the lowest market price of the 20 and 15 days | 37.50% | 38.00% | ||||||||
Company entered into a note with a principle due for legal services | $ 200,000 | |||||||||
Notes will become convertible at average closing price for the 20 days prior to conversion | 75.00% | |||||||||
Company issued note with principal amount for purchase of intangible asset | $ 35,000 | |||||||||
Company issued an note with interest rate for purchase of intangible asset | 8.00% | |||||||||
Company entered into three convertible debt agreements with total principal amount | $ 169,000 | |||||||||
Company entered into three convertible debt agreements interest per annum | 10.00% | |||||||||
Notes convertible at 35% discount to the lowest market price of 15 days preceding the conversion | $ 114,000 | |||||||||
Note convertible at 37.5% discount to the lowest market price of 15 days preceding the conversion | $ 55,000 | |||||||||
Company issued 10% interest bearing Convertible Promissory Note principal amount to Beaufort Capital Partners LLC | $ 40,000 | $ 45,000 | $ 75,000 | |||||||
Right to convert any portion of principal amount at a discount to lowest intra-day trading price (20), (10) and (15)trading days | 50.00% | 30.00% | 50.00% | 35.00% | 35.00% | |||||
Company converted debt into common shares | 5,570,000 | 4,437,499 | ||||||||
Company converted debt into common shares value | $ 557 | $ 26,625 | ||||||||
Company issued 8% interest bearing Convertible Promissory Note in principal amount to Asten Wyman LLC | $ 20,000 | $ 30,000 |
Amortization (Details)
Amortization (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Amortization {1} | |
Amortization of the debt discount due to original issuance discount | $ 833 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Convertible Notes Payable {1} | ||
Convertible notes payable | $ 131,439 | $ 318,334 |
Unamortized debt discounts | 0 | (20,834) |
Convertible notes payable total | 131,439 | 297,500 |
Company's outstanding convertible notes are secured by common shares | $ 15,000 | $ 15,000 |
Note Outstanding (Details)
Note Outstanding (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Note Outstanding | |||
Aggregate fair value of outstanding derivative liabilities | $ 902,551 | ||
Notes convert with a conversion price equal to lower or 50 of lowest trading price in 20 days prior to conversion | $ 0.0001 | ||
Minimum annual volatility | 382.00% | ||
Maximum annual volatility | 405.00% | ||
Notes in term in years | 20 | ||
Convert note on monthly basis on ownership and trading volume limitations of two year market average | 10.00% | ||
Initial loss on the derivative | $ 470,361 | ||
Change in fair value of derivative liabilities | 222,367 | ||
Company fair valued the derivative liability of the debt and recorded debt discount | $ 692,728 | ||
Company repurchased the remaining outstanding debt owed IBC Funds LLC | $ 11,849 | ||
Cash payment | 30,000 | ||
Loss on settlement of debt | $ 18,151 |
Convertible Note (Details)
Convertible Note (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Convertible Note | |
Convertible note was converted into shares of common stock | shares | 10,687,499 |
Convertible note was converted into shares of common stock value | $ 39,125 |
Total resoluation of derivative liabilities | $ 1,136,067 |
Black Scholes Model assumptions
Black Scholes Model assumptions (Details) | Sep. 30, 2015$ / sharesshares |
Black Scholes Model assumptions | |
Dividend yield: | 0.00% |
Market Price of common stock | $ / shares | $ 0.0103 |
Expected volatility maximum | 0.00% |
Risk free rate | 0.05% |
Fair value of the derivative liability | shares | 560,837 |
Fair value on a recurring basis
Fair value on a recurring basis in the accompanying consolidated financial statements (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Derivative liabilities Total | $ 560,837 | $ 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 | |
Significant Other Observable Inputs (Level 2) | ||
Derivative liabilities Significant Other Observable Inputs Level 2 | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Derivative liabilities Significant Unobservable Inputs Level 3 | $ 560,837 | $ 902,551 |
Summary Of Changes In Fair Valu
Summary Of Changes In Fair Value (Details) {Stockholder Equity} - Derivative Liabilities | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Balance | $ 902,551 |
Additions recognized as debt discounts | 101,625 |
Additions recognized as loss on derivative liabilities | 470,361 |
Resolution of derivative liabilities | (1,136,067) |
Change in fair value | (222,367) |
Balance | $ 560,837 |
Unregistered Securities (Detail
Unregistered Securities (Details) - USD ($) | Sep. 30, 2015 | Jun. 17, 2015 | May. 31, 2015 |
Unregistered Securities | |||
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 were issued | 150,000,000 | ||
Aggregate fair value | 498,421 | ||
Remaining vesting period | 415,351 | ||
Aggregate fair value of warad | 83,070 | 0 | |
Lamnia will receive per month in cash | $ 4,000 | ||
Restricted common shares issued | 1,339,226 | ||
Fair value was expensed | $ 74,998 | ||
Company converted shares of Series A Preferred stock | 8,999 | ||
Company converted shares of Series A Preferred stock into shares of common stock | 53,406,528 | ||
Shares of restricted common shares | 10,000,000 | ||
Remaining shares are earned in equal monthly tranches | 1,000,000 | ||
Fair value of the entire award | 1,050,000 | ||
Shares were issued | 1,000,000 | ||
Recognized as expense | $ 193,273 | ||
Expensed over the remaining vesting period | $ 856,727 |
Change Of Control (Details)
Change Of Control (Details) | Apr. 28, 2015shares |
Change Of Control | |
Series A Preferred shares with other outstanding share canceled | 1,000 |
Commitments (Details)
Commitments (Details) | Jun. 30, 2015USD ($) |
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 ($) | Nov. 30, 2015 | Nov. 17, 2015 | Nov. 16, 2015 | Nov. 09, 2015 | Nov. 06, 2015 | Oct. 28, 2015 | Oct. 16, 2015 | Oct. 06, 2015 | Oct. 02, 2015 |
Subsequent Transactions | |||||||||
Company received Promissory Note issued on September 29, 2015 | $ 35,000 | $ 20,000 | |||||||
Company issued common shares for conversion of debt | $ 3,100,000 | ||||||||
Company issued common shares for conversion of debt value | $ 310 | ||||||||
Restricted common shares for each contract | 4,000,000 | ||||||||
Issued restricted common shares | 2,000,000 | ||||||||
Company issued 10% interest bearing Convertible Promissory Note in principal amount to Asten Wyman LLC | $ 35,000 | ||||||||
Discount to the lowest intra-day trading price within the twenty (20) trading days | 50.00% | ||||||||
Note with a face amount balance | $ 20,000 | ||||||||
Note bears interest rate per annum | 7.00% | ||||||||
Late fee penalty interest rate | 7.00% | ||||||||
Limited liability company owned by FBEC | 50.10% | 50.10% | |||||||
Limited liability company owned by DUBE | 49.90% | 49.90% |