Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Jan. 04, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | FBEC Worldwide Inc. | |
Entity Central Index Key | 1,311,735 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 135,296,083 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 2,214 | $ 45,309 |
Accounts receivable | 170 | 0 |
Inventories | 22,443 | 16,844 |
Total Current Assets | 24,828 | 62,153 |
Fixed Assets: | ||
Property, pland and equipment, net | 837 | 0 |
Intangible assets, net | 50,000 | 50,000 |
Total Assets | 75,665 | 112,153 |
Current liabilities: | ||
Accounts payable | 29,877 | 35,495 |
Accrued expenses | 160,112 | 65,167 |
Convertible notes payable, net of discount | 913,897 | 951,465 |
Advances | 22,675 | 22,675 |
Derivative liabilities | 912,520 | 993,070 |
Total current liabilities | 2,039,081 | 2,067,872 |
Total liabilities | 2,039,081 | 2,067,872 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized 1,000 shares issued and outstanding | 1 | 1 |
Common stock - par value $0.001; 2,200,000,000 shares authorized; 130,095,720 and 268,847,741 shares issued and outstanding, respectively | 130,096 | 268,848 |
Additional paid-in capital | 3,394,071 | 3,847,153 |
Accumulated deficit | (5,487,584) | (6,071,721) |
Total stockholders' deficit | (1,963,416) | (1,955,719) |
Total liabilities and stockholders' deficit | $ 75,665 | $ 112,153 |
Consolidated Balance Sheet (Un3
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 2,200,000,000 | 2,200,000,000 |
Common stock, shares issued | 130,095,720 | 268,847,741 |
Common stock, shares outstanding | 130,095,720 | 268,847,741 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net revenues: | ||||
Net revenue | $ 170 | $ 0 | $ 1,529 | $ 0 |
Total net revenues | 170 | 0 | 1,529 | 0 |
Cost of Goods Sold | 133 | 0 | 1,136 | 0 |
Gross Income | 37 | 0 | 393 | 0 |
Operating expenses: | ||||
General, selling and administrative expenses | 94,167 | 2,672,930 | 486,508 | 3,428,852 |
Total operating expenses | 94,167 | 2,672,930 | 486,508 | 3,428,852 |
Income (loss) from operations | (94,130) | (2,672,930) | (486,115) | (3,428,852) |
Other income (expense) | ||||
Interest expense | (160,170) | (47,625) | (481,211) | (59,909) |
Gain (loss) on derivative liability | 95,947 | (44,956) | 831,685 | (692,728) |
Other income (expense) | 0 | 0 | (37,022) | (18,151) |
Total other income (expense) | (64,223) | (92,581) | 313,452 | (770,788) |
Income (loss) before income tax | (158,353) | (2,765,511) | (172,663) | (4,199,640) |
Provision for income taxes | 0 | 0 | ||
Net income (loss) | $ (158,353) | $ (2,765,511) | $ (172,663) | $ (4,199,640) |
Basic income (loss) per share | $ 0 | $ 0 | ||
Diluted income (loss) per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares - Basic | 125,820,141 | 238,167,286 | ||
Weighted average shares - Diluted | 1,017,351,337 | 238,167,286 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (172,663) | $ (4,199,640) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
(Gain) Loss on derivative liabilities | (831,685) | 692,728 |
Amortization debt discounts | 399,793 | 53,394 |
Equipment expensed in settlement | 0 | 48,314 |
Loss on extinguishment of liabilities | 37,022 | 18,151 |
Loss on debt converted into common stock | 35,772 | 0 |
Loss on derivative expenses | 238,759 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | (5,599) | 0 |
Accounts receivable | (170) | 0 |
Accounts payable | 3,410 | (959) |
Prepaid expenses | 0 | 0 |
Accrued expenses | 85,917 | 48,174 |
Net cash used in operating activities | (209,445) | (3,339,838) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Equipment | (837) | (48,314) |
Purchase of Formula | 0 | (15,000) |
Net cash flow used in investing activities | (837) | (63,314) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Notes payable issued against services | 0 | 200,000 |
Stock issued for interest | 2,187 | 0 |
Stock issued for services | 0 | 2,588,018 |
Proceeds from Notes Payable | 0 | 576,750 |
Proceeds from Convertible Notes Payable | 215,000 | 75,000 |
Repayment of debt | (50,000) | (30,000) |
Net cash provided by financing activities | 167,187 | 3,409,768 |
Net increase (decrease) in cash | (43,095) | 6,616 |
Cash, beginning of year | 45,309 | 0 |
Cash, end of period | 2,214 | 6,616 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
1. Basis of Presentation, Going
1. Basis of Presentation, Going Concern and Correction of Prior Year Information | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2016. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015 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, 2015 included in our Form 10-K filed with the Securities Exchange Commission on May 19, 2016. Operating results for the three an Nine months ended September 30, 2016 are not necessarily indicative of the results that can be expected for the period from January 1, 2016 through December 31, 2016. 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 months ended September 30, 2015 and the nine months ended September 30, 2016 and 2015, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive. For the nine months ended September 30, 2016, the dilutive effect of the shares underlying the outstanding convertible debt of the Company was 891,531,196 and a reduction to net income of $399,793. 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, 2016, the Company has an accumulated deficit of $5,487,584 and has a working capital deficit of $1,963,416. 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 Company’s 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. |
2. Stockholders' Deficit
2. Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | The Company is authorized to issue up to 2,200,000,000 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, 2016 and December 31, 2015, the Company had 130,095,720 and 268,847,666 shares of common stock plus 1,000 and 1,000 shares of Series A preferred stock issued and outstanding, respectively (see Note 10). |
3. Related Parties
3. Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | As of September 30, 2016 and December 31, 2015, 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 September 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. The agreement has been terminated. In May 2015, the Company issued 150,000,000 shares of restricted common stock to the Company’s then 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 nine months ended September 30, 2015 and $415,351 will be recognized over the remaining vesting period. The shares were purchased by Midam Ventures LLC and have all been cancelled. Midam Ventures LLC will have an exclusive right from February 26, 2016 to provide Investor and Public Relations services to the Company for five years. In May 2015, the Company converted 8,999 shares of Series A Preferred stock into 53,406,528 shares of the Company’s common stock. These shares are owned by S&L Capital LLC, Robert Sand, majority owner and former President of the Company. The majority of these shares were retired in 2016. |
4. Property and Equipment
4. Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | On September 29, 2015, the Company purchased $16,120 of office equipment 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 These assets were considered wages to Mr. Sand and removed at his resignation from the Company in September 2015. This year the Company has purchased $837 of computer equipment. 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. |
5. Intangible Asset
5. Intangible Asset | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | In September 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 license, trademarks and patents which are accounted for at cost. The license is amortized over 17 years which is the life of the agreement. The trademarks and patents are amortized straight-line over 20 years. 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. |
6. Convertible Notes Payable
6. Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | At September 30, 2016 and December 31, 2015, convertible notes payable consisted of the following: September 30, 2016 December 31, 2015 Convertible notes payable $ 1,066,102 $ 1,185,485 Unamortized debt discounts (151,205 ) (234,020 ) Total $ 913,897 $ 951,465 The outstanding convertible notes bear interest ranging from 8% to 12% on all notes in default and three notes from inception, 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 September 30, 2016, the aggregate fair value of the outstanding derivative liabilities was determined to be $913,897. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: The fair value of the outstanding embedded derivatives of $913,897 at September 30, 2016 was determined using the Black Scholes Option Pricing Model with the following assumptions: Dividend yield: -0-% Market price of common stock: $0.013 Expected volatility: Maximum Risk free rate: 0.36% At September 30, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of 95,947 and $831,685 for the three and nine months ended September 30, 2016. Notes in default and included in Current Notes Payable were $1,066,102 at September 30, 2016. |
7. Fair Value of Financial Inst
7. Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
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 September 30, 2016 and December 31, 2015: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2016 Liabilities: Derivative liabilities $ 912,520 $ – $ – $ 912,520 December 31, 2015 Liabilities: Derivative liabilities $ 993,070 $ – $ – $ 993,070 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 Company’s common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months ended September 30, 2016: Derivative Liabilities Balance, December 31, 2015 $ 993,070 Additions at fair value 637,499 Change in fair value (718,049 ) Balance, September 30, 2016 $ 912,520 |
8. Notes Payable
8. Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | In February 2016, the Company entered into a convertible debt agreement with a principal amount of $40,000 with 0% interest per annum. This note is convertible at a 38% discount to the lowest market price of the 15 days preceding the conversion request. This note becomes convertible at or after maturity. The default interest rate is 12% per annum. In March 2016, the Company entered into a convertible debt agreement with a principal amount of $25,000 with 10% interest per annum. This note is convertible at a 70% discount to the lowest market price of the 20 days preceding the conversion request. These notes are convertible at any time at the option of the holder. The default interest rate is 12% per annum. In April 2016, the Company entered into a convertible debt agreement with a principal amount of $150,000 with 8% interest per annum. This note is convertible at a fixed rate of $.0008. These notes are convertible any time after 179 days from the date of the note at the option of the holder. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | In October 2016, the Company issued 4,316,837 free trading common shares for the conversion of $17,037 in debt. In November 2016, the Company issued a total of 5,726,526 free trading common shares for the conversion of $73,200 in debt and $6,169 in accrued interest. In December 2016, the Company issued a total of 1,750,000 free trading common shares for the conversion of $10,500 of debt. |
1. Basis of Presentation (Polic
1. Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Earnings per Share | 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 months ended September 30, 2015 and the nine months ended September 30, 2016 and 2015, the shares underlying the outstanding convertible debt were excluded as their effect would have been anti-dilutive. For the nine months ended September 30, 2016, the dilutive effect of the shares underlying the outstanding convertible debt of the Company was 891,531,196 and a reduction to net income of $399,793. |
Going Concern | 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, 2016, the Company has an accumulated deficit of $5,487,584 and has a working capital deficit of $1,963,416. 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 Company’s 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. |
6. Convertible Notes Payable (T
6. Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible notes payable | September 30, 2016 December 31, 2015 Convertible notes payable $ 1,065,102 $ 1,185,485 Unamortized debt discounts (151,205 ) (234,020 ) Total $ 913,897 $ 951,465 |
Assumptions used for embedded derivative | Dividend yield: -0-% Market price of common stock: $0.013 Expected volatility: Maximum Risk free rate: 0.36% |
7. Fair Value of Financial In17
7. Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value on recurring basis | Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2016 Liabilities: Derivative liabilities $ 913,897 $ – $ – $ 913,897 December 31, 2015 Liabilities: Derivative liabilities $ 993,070 $ – $ – $ 993,070 |
Summary of changes of Level 3 financial liabilities | Derivative Liabilities Balance, December 31, 2015 $ 993,070 Additions at fair value 638,876 Change in fair value (718,049 ) Balance, September 30, 2016 $ 913,897 |
1. Basis of Presentation, Goi18
1. Basis of Presentation, Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Potential dilutive shares | 891,531,196 | |
Effect of dilutive shares on net income | $ (399,793) | |
Accumulated deficit | (5,487,584) | $ (6,071,721) |
Working capital | $ (1,963,416) |
3. Related Parties (Details Nar
3. Related Parties (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2016 | Dec. 13, 2015 | |
Yorkshire Capital [Member] | |||
Consulting expense | $ 90,000 | ||
Prepaid expense | $ 15,000 | ||
Former President [Member] | |||
Restricted stock issued, shares | 150,000,000 | ||
Restricted stock issued, value | $ 498,421 | ||
Share based compensation expense | 83,070 | ||
Unrecognized compensation expense | $ 415,351 | ||
Former officers and directors [Member] | |||
Due to related parties | $ 22,675 | ||
Former officers and directors [Member] | |||
Due to related parties | $ 22,675 | ||
SL Capital [Member] | SL Capital [Member] | |||
Preferred stock converted, shares converted | 8,999 | ||
SL Capital [Member] | Common Stock [Member] | |||
Preferred stock converted, common shares issued | 53,406,528 |
4. Property and Equipment (Deta
4. Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Purchase of office equipment | $ 837 | $ 48,314 |
Office Equipment [Member] | ||
Purchase of office equipment | 16,120 | |
Assets distributed as wages | $ 16,120 |
5. Intangible Asset (Details Na
5. Intangible Asset (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Intangible asset | $ 50,000 | |
Payment of intangible asset | $ 0 | $ 15,000 |
Hemp Based Drink Formula [Member] | ||
Payment of intangible asset | 15,000 | |
Note payable | $ 35,000 |
6. Convertible Notes Payable (D
6. Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 1,065,102 | $ 1,185,485 |
Unamortized debt discounts | (151,205) | (234,020) |
Convertible notes payable, net | $ 913,897 | $ 951,465 |
6. Convertible Notes Payable 23
6. Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||||
Aggregate fair value of outstanding derivatives | $ 913,897 | $ 913,897 | $ 993,070 | ||
Fair value of embedded derivative | 913,897 | 913,897 | |||
Gain (loss) on derivatives | 95,947 | $ (44,956) | 831,685 | $ (692,728) | |
Convertible notes in default | $ 1,065,102 | $ 1,065,102 |
7. Fair Value of Financial In24
7. Fair Value of Financial Instruments (Details - Derivative Liabilities - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative liabilities | $ 913,897 | $ 993,070 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative liabilities | $ 913,897 | $ 993,070 |
7. Fair Value of Financial In25
7. Fair Value of Financial Instruments (Details - Level 3) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative liability, beginning balance | $ 993,070 |
Derivative liability, ending balance | 913,897 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Derivative liability, beginning balance | 993,070 |
Additions at fair value | 638,876 |
Change in fair value | (718,049) |
Derivative liability, ending balance | $ 913,897 |
8. Notes Payable (Details Narra
8. Notes Payable (Details Narrative) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Convertible Debt [Member] | |
Convertible debt face amount | $ 40,000 |
Stated interest | 0.00% |
Default interest rate | 12.00% |
Convertible terms | This note is convertible at a 38% discount to the lowest market price of the 15 days preceeding the conversion request. |
Convertible Debt 2 [Member] | |
Convertible debt face amount | $ 25,000 |
Stated interest | 10.00% |
Default interest rate | 12.00% |
Convertible terms | This note is convertible at a 70% discount to the lowest market price of the 20 days preceeding the conversion request. |
Convertible Debt 3 [Member] | |
Convertible debt face amount | $ 150,000 |
Stated interest | 8.00% |
Convertible terms | Convertible at a fixed rate of $.0008. These notes are convertible any time after 179 days from the date of the note. at the option of the noteholder. |