Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Western Graphite Inc. | |
Entity Central Index Key | 1,389,294 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 965,845,912 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 1,538 | $ 28 |
Prepaid expenses | 33,717 | 122,655 |
Total Current Assets | 35,255 | 122,683 |
TOTAL ASSETS | 35,255 | 122,683 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 28,328 | 6,200 |
Accrued expenses - related party | 65,768 | 45,841 |
Convertible notes payable, net | 410,746 | 228,823 |
Derivative liabilities | 1,085,866 | 1,024,627 |
Loans payable - related parties | 41,575 | 41,575 |
Loan payable | 5,500 | 3,000 |
Accrued interest | $ 95,970 | 40,091 |
Note payable - related party | 15,000 | |
Notes payable | $ 170,000 | 170,000 |
Total Current Liabilities | 1,903,753 | 1,575,157 |
TOTAL LIABILITIES | $ 1,903,753 | $ 1,575,157 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIENCY | ||
Common stock, $0.001 par value; 1,750,000,000 and 750,000,000 shares authorized, respectively; 659,143,027 and 146,846,667 shares issued and outstanding, respectively | $ 659,143 | $ 146,847 |
Additional paid-in capital | 6,324,903 | 6,783,208 |
Accumulated deficit | (8,852,544) | (8,382,529) |
TOTAL STOCKHOLDERS' DEFICIENCY | (1,868,498) | (1,452,474) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 35,255 | $ 122,683 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Sep. 25, 2015 | Dec. 31, 2014 |
Condensed Balance Sheets [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,750,000,000 | 750,000,000 | 750,000,000 |
Common stock, shares issued | 659,143,027 | 146,846,667 | |
Common stock, shares outstanding | 659,143,027 | 146,846,667 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES | ||||
Revenues | ||||
TOTAL REVENUES | ||||
OPERATING EXPENSES | ||||
General and administrative expenses | $ 75,940 | $ 152,877 | $ 291,184 | $ 206,209 |
TOTAL OPERATING EXPENSES | 75,940 | 152,877 | 291,184 | 206,209 |
LOSS FROM OPERATIONS | (75,940) | (152,877) | (291,184) | (206,209) |
OTHER INCOME (EXPENSE) | ||||
Interest expense, net | (23,730) | (8,719) | (58,528) | (18,687) |
Change in fair value of derivative liabilities | (134,463) | (1,256,750) | 95,762 | (1,524,624) |
Amortization of debt discount | (86,101) | (55,442) | (216,065) | (85,737) |
TOTAL OTHER INCOME (EXPENSE) | (244,294) | (1,320,911) | (178,831) | (1,629,048) |
NET LOSS | $ (320,234) | $ (1,473,788) | $ (470,015) | $ (1,835,257) |
Basic and diluted loss per share | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Weighted average number of common shares outstanding | 348,043,044 | 103,253,624 | 226,530,257 | 82,311,356 |
Unaudited Condensed Statements5
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (470,015) | $ (1,835,257) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | $ 2,200 | 19,800 |
Impairment on investment | 986 | |
Change in fair value of derivative | $ (95,761) | 1,524,624 |
Amortization of debt discount | 216,065 | 85,737 |
Convertible promissory notes issued for services | 54,000 | 20,000 |
Amortization of prepaid consulting fees | 154,938 | 88,629 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 22,128 | 550 |
Accrued expenses - related party | 19,927 | 20,462 |
Accrued interest | 58,528 | 18,087 |
NET CASH USED IN OPERATING ACTIVITIES | $ (37,990) | $ (56,382) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | $ 52,000 | $ 30,000 |
Principal payments towards notes payable - related parties | (15,000) | |
Proceeds from loan payable | $ 2,500 | |
Proceeds from loan payable - related parties | $ 3,800 | |
Issuance of common stock for cash | 10,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ 39,500 | 43,800 |
Net increase (decrease) in cash | 1,510 | (12,582) |
Cash, beginning of period | 28 | 18,314 |
Cash, end of period | $ 1,538 | 5,732 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 600 | |
Cash paid for income taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Debt discount on convertible promissory notes | $ 157,000 | $ 279,651 |
Convertible promissory notes issued for prepaid consulting fees | 66,000 | $ 295,500 |
Conversion of debt to common stock | $ 51,791 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1. DESCRIPTION OF BUSINESS Western Graphite Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 15, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. On August 26, 2014, the Chairman and Chief Executive Officer (“CEO”) of the Company, Lauren Notar, resigned and David Wimberly became the new Chairman, CEO and Chief Financial Officer (“CFO”) of the Company. On April 1, 2015 David Wimberly resigned as an officer and director of the Company and Jennifer Andersen was appointed as CEO and director and Mark Corrao was appointed as CFO and a director of the Company. On April 1, 2015, the Chairman and CEO of the Company, David Wimberly, resigned and Jennifer Andersen became the new Chairman and CEO of the Company. As part of Mr. Wimberly’s resignation from the Board of Directors and as an officer of the Company, Mr. Wimberly received a payment of $3,000, the transfer of 6,000,000 shares of common stock held by Guelph Partners, which is an entity owned by Mr. Wimberly, and a promissory note for $16,000 due on six month anniversary of the issuance date, bearing compounded interest of 6% per annum monthly. The payment, the shares and the note were in settlement of Mr. Wimberly’s employment agreement which was cancelled as a result of his resignation, and Mr. Wimberly has agreed to forgo all outstanding debts due him as of April 1, 2015. Additionally, 30,000,000 shares of common stock held by Guelph Partners will not be cancelled because such shares have been pledged as collateral for a note. As of the date of this filing, the cancellation of the remaining shares by Guelph Partners has not occurred. The Company expects such cancellation to occur in the fourth quarter of 2015. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company’s policy is to maintain its books and prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s 2014 Form 10-K filed with SEC on April 14, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 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. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. The Company had no cash equivalents as of September 30, 2015 and December 31, 2014. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. As of September 30, 2015 and December 31, 2014, the Company did not have bank balances that exceeded the FDIC insured limits. EARNINGS PER SHARE The Company computes basic and diluted earnings per share amounts in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. For the nine months ended September 30, 2015 and 2014, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive. The Company currently has convertible debt, which, if converted, as of September 30, 2015 and 2014, would have caused the Company to issue diluted shares totaling 6,369,133,514 and 236,914,498, respectively. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows paragraph 820-10-35-37 of the Financial Accounting Standards Board (“FASB”) ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s financial statements for cash, prepaid expenses, accounts payable and accrued expenses, and loans payable approximate their fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported in the balance sheet for its notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature. The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2015 and December 31, 2014, on a recurring basis: Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ (1,085,866 ) $ (1,085,866 ) Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ (1,024,627 ) $ (1,024,627 ) CONVERTIBLE INSTRUMENTS The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. FAIR VALUE MEASUREMENT The carrying amounts reported in the Company’s financial statements for prepaid expenses, accounts payable and accrued expenses, and loans payable approximate their fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported in the balance sheet for its notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. STOCK BASED COMPENSATION On July 30, 2013, the Company’s Board of Directors approved the adoption of the 2013 Stock Option Plan, which permits the Company to issue up to 10,665,000 shares of common stock to directors, officers, employees and consultants upon the exercise of stock options granted under the 2013 Stock Option Plan. The Company follows ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity–based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Through newly issued restricted common stock, the Company pays qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services. For the nine months ended September 30, 2015 and 2014, the Company had no stock based compensation. RECENT ACCOUNTING PRONOUNCEMENTS ASU 2015-03 In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments are to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We do not expect the adoption of ASU 2015-03 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-02 In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-01 In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-17 In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations (Topic 805): Pushdown Accounting.” This ASU provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 was effective on November 18, 2014. The adoption of ASU 2014-17 did not have any effect on our financial position, results of operations or cash flows. ASU 2014-16 In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of a share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not currently have issued, nor are we investors in, hybrid financial instruments. Accordingly, we do not expect the adoption of ASU 2014-16 to have any effect on our financial position, results of operations or cash flows. ASU 2014-15 In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40)”. ASU 2014-15 provides guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early application is permitted. We do not expect the adoption of ASU 2014-15 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-12 In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not expect the adoption of ASU 2014-12 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-09 In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are still evaluating the effect of the adoption of ASU 2014-09. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. ASU 2014-08 In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition for what types of asset disposals are to be considered discontinued operations, as well as amending the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. The adoption of ASU 2014-08 did not have any effect on our financial position, results of operations or cash flows. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3. GOING CONCERN The Company’s unaudited condensed financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses of $470,015 and $1,835,257 during the nine months ended September 30, 2015 and 2014, respectively. Cash on hand will not be sufficient to cover debt repayments scheduled as of September 30, 2015 and operating expenses and capital expenditure requirements for at least twelve months from the balance sheet date. As of September 30, 2015 and December 31, 2014, the Company had working capital deficits of $1,868,498 and $1,452,474, respectively. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 4. PREPAID EXPENSES The Company issued four separate convertible promissory notes totaling $295,500 and $66,000 in 2014 and 2015, respectively, for consulting fees, which are being amortized over the term of the convertible promissory notes, with due dates ranging from October 2014 through January 2016. For the nine months ended September 30, 2015 and 2014, the Company amortized consulting fees of $154,938 and $88,629, respectively. As of September 30, 2015 and December 31, 2014, the balance of these prepaid consulting fees was $33,717 and $122,655, respectively. |
Accrued Expenses - Related Part
Accrued Expenses - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Expenses - Related Party [Abstract] | |
ACCRUED EXPENSES - RELATED PARTY | NOTE 5. ACCRUED EXPENSES – RELATED PARTY As stated in the employment agreement for David Wimberly, Chairman and CEO of the Company, on July 1, 2014, compensation in the amount of $7,500, along with $1,200 in reimbursable rent paid on behalf of the Company, is being accrued monthly for a term of five years. From July 1, 2014 through August 25, 2014, Mr. Wimberly was appointed as Chief Operating Officer of the Company, until he was appointed CEO on August 26, 2014. As a result of his termination on April 1, 2015, Mr. Wimberly has agreed to forgo all outstanding debts due him, and therefore, the Company will accept $59,768 of accrued expenses due him as capital in the fourth quarter of 2015. For the nine months ended September 30, 2015, the Company has accrued $6,000 in officer compensation for their CFO. As of September 30, 2015 and December 31, 2014, the balance for accrued expenses – related party is $65,768 and $45,841, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable and Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6. CONVERTIBLE NOTES PAYABLE At September 30, 2015 and December 31, 2014, convertible notes and debentures consisted of the following: September 30, December 31, Convertible notes payable $ 465,608 $ 342,750 Unamortized debt discount (54,862 ) (113,927 ) Carrying amount $ 410,746 $ 228,823 On April 3, 2014, the Company issued a convertible promissory note for $63,000 to an unrelated party for consulting services. The note accrues interest at 12% per annum, compounded monthly and matures on October 3, 2014. In the event of default, any overdue amounts will accrue interest at 20% per annum, compounded monthly. The principal balance of the note is convertible to common stock at the lower of either $0.03, or 50% of the lowest traded price 20 days prior to conversion, and is limited to 4.99% of the Company’s outstanding common stock at the time of conversion. All interest that accrues is convertible at $0.0001. The Company determined the note qualified for derivative liability treatment under ASC 815, “Derivatives and Hedging” (“ASC 815”). The Company recorded initial derivative liabilities of $102,456 on the date the note was executed, and a debt discount of $63,000, resulting in excess derivative liability expense of $39,456. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the year ended December 31, 2014, the Company fully amortized $63,000 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $0. Accrued interest was $18,455 as of September 30, 2015. This convertible promissory note is currently in default. On May 1, 2014, the Company issued a convertible promissory note for $50,000 to an unrelated party. The note was issued for $30,000 in cash and $20,000 in payments towards services rendered. The note is due on demand and accrues interest at a rate of 8% per annum. In the event of default, the interest rate increases to 22% per annum on a simple interest basis. The note is convertible at a rate of 10% of the average of the three lowest trading prices for the ten days prior to conversion, and can be converted at any time at the option of the holder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $502,678 on the date the note was executed. See Note 7 for treatment of derivative liability associated with convertible notes payable. Accrued interest was $5,312 as of September 30, 2015. Through September 30, 2015, the holder of this convertible promissory note elected to convert a total of $10,575 of principal to 102,428,571 shares of common stock at a share price of between $0.00044 and $0.00002 per share. On August 26, 2014, the Company issued a convertible promissory note for $120,000 to the former CEO of the Company for consulting services. The note is due on August 26, 2015 and accrues interest at a rate of 10% per annum, compounded monthly. The principal balance of the note is convertible at X-(X*25%), where X is the lesser of the closing price on date of conversion, or the closing price on date the note was executed multiplied by 1.25, and can be converted at any time at the option of the holder of the note. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $106,408 on the date the note was executed, and a debt discount of $106,408. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $69,384 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $0. Accrued interest was $15,150 as of September 30, 2015. This convertible promissory note is currently in default. On September 3, 2014, the Company issued a convertible promissory note for $60,000 for consulting services. This note is due on March 3, 2015 and accrues interest at a rate of 10% per annum, compounded monthly. The principal balance of this note is convertible at the lesser of $0.0037 or the closing price on the date of conversion, and can be converted at any time at the option of the holder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $57,743 on the date the note was executed, and a debt discount of $57,743. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $19,779 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $0. Accrued interest was $10,682 as of September 30, 2015. This convertible promissory note is currently in default. On September 10, 2014, the Company issued a convertible promissory note for $52,500 for consulting services. The note is due on April 10, 2015 and accrues interest at a rate of 10% per annum, compounded monthly. The principal balance of this note is convertible at the lesser of $0.0025 or the closing price on the date of conversion, and can be converted at any time at the option of the holder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $77,675 on the date the note was executed, and a debt discount of $52,500, resulting in excess derivative liability expense of $25,175. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $24,764 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $0. In September 2014, an interest payment of $600 was made toward the balance of accrued interest. As a result, accrued interest was $7,950 as of September 30, 2015. This convertible promissory note is currently in default. On February 2, 2015, the Company issued a convertible promissory note for $43,000 to an unrelated party. The note was issued for $25,000 in cash and $18,000 in payments towards services rendered. The note is due on November 4, 2015 and accrues interest at a rate of 8% per annum. In the event of default, the interest rate increases to 22% per annum on a simple interest basis. The note is convertible at a rate of 55% of the average of the three lowest trading prices for the fifteen days prior to conversion, and can be converted at any time at the option of the holder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $73,687 on the date the note was executed and a debt discount of $43,000, resulting in excess derivative liability expense of $30,687. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $37,527 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $5,473. Accrued interest was $2,156 as of September 30, 2015. Through September 30, 2015, the holder of this convertible promissory note elected to convert a total of $19,235 of principal to 221,502,230 shares of common stock at a share price of between $0.00017 and $0.00006 per share. This convertible promissory note is currently in default. On April 9, 2015, the Company issued a convertible promissory note for $15,000 to an unrelated party. The note was issued for $15,000 in payments towards services rendered. The note is due on demand and accrues interest at a rate of 8% per annum. In the event of default, the interest rate increases to 22% per annum on a simple interest basis. The note is convertible at a rate of 10% of the average of the three lowest trading prices for the ten days prior to conversion, and can be converted at any time at the option of the holder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $220,486 on the date the note was executed resulting in excess derivative liability expense of $220,486. See Note 7 for treatment of derivative liability associated with convertible notes payable. Accrued interest was $(2,124) as of September 30, 2015. Through September 30, 2015, the holder of this convertible promissory note elected to convert a total of $7,082 of principal and $2,649 of accrued interest to 106,098,892 shares of common stock at a share price of between $0.00025 and $0.00005 per share. On April 24, 2015, the Company issued a convertible promissory note for $15,000 to an unrelated party. The note was issued for $15,000 in cash, which was used to pay off the August 7, 2013 related party note payable from the former CEO. The note is due on April 24, 2016 and accrues interest at a rate of 5% per annum. The note is convertible at a rate of 40% of the lowest trading price for the forty days prior to conversion, and can be converted at any time at the option of the holder. Should the trading price for the Company’s common stock go below $0.0001 at any time, the note will then be convertible at the option of the holder at a rate of either the lower of (i) $0.0001 or (ii) 40% of the lowest trading price for the forty days prior to conversion. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $44,308 on the date the note was executed and a debt discount of $15,000, resulting in excess derivative liability expense of $29,308. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $15,000 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $0. Accrued interest was $50 as of September 30, 2015. Through September 30, 2015, the holder of this convertible promissory note elected to convert a total of $15,000 of principal to 56,250,000 shares of common stock at a share price of between $0.0004 and $0.0001 per share. This note has been paid in full. On May 4, 2015, the Company issued a convertible promissory note for $33,000 to an unrelated party. The note was issued for $12,000 in cash and $21,000 in payments towards services rendered. The note is due on February 6, 2016 and accrues interest at a rate of 8% per annum. In the event of default, the interest rate increases to 22% per annum on a simple interest basis. The note is convertible at a rate of 55% of the average of the three lowest trading prices for the fifteen days prior to conversion, and can be converted at any time at the option of the holder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $87,139 on the date the note was executed and a debt discount of $33,000, resulting in excess derivative liability expense of $54,139. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $17,687 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $15,313. Accrued interest was $1,085 as of September 30, 2015. On July 3, 2015, the Company issued a convertible promissory note for $66,000 to an unrelated party for consulting services. The note accrues interest at 12% per annum, compounded monthly and matures on January 3, 2016. In the event of default, any overdue amounts will accrue interest at 20% per annum, compounded monthly. The principal balance of the note is convertible to common stock at the lower of either $0.01, or 50% of the lowest traded price 20 days prior to conversion, and is limited to 4.99% of the Company’s outstanding common stock at the time of conversion. All interest that accrues is convertible at $0.0001. The Company determined the note qualified for derivative liability treatment under ASC 815, “Derivatives and Hedging” (“ASC 815”). The Company recorded initial derivative liabilities of $144,983 on the date the note was executed, and a debt discount of $66,000, resulting in excess derivative liability expense of $78,983. See Note 7 for treatment of derivative liability associated with convertible notes payable. For the nine months ended September 30, 2015, the Company amortized $31,924 of debt discount related to this note, and as of September 30, 2015, the unamortized debt discount related to this note is $34,076. Accrued interest was $1,972 as of September 30, 2015. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 7. DERIVATIVE LIABILITY The Company follows ASC 815, which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. In accordance with ASC 815, the Company has bi-furcated the conversion feature of the note and recorded a derivative liability. ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liabilities associated with convertible notes payable. For the year ended December 31, 2014, the Company valued the initial conversion features using the following assumptions: dividend yield of zero, years to maturity of 0.5 to 1.00 year, average risk free rates of between 0.10% and 0.12%, and annualized volatility of between 190.42% and 271.67% to record derivative liabilities of $846,959. For the nine months ended September 30, 2015, the Company valued the initial conversion features using the following assumptions: dividend yield of zero, years to maturity of 0.50-1.00 years, average risk free rate of 0.10-0.25%, and annualized volatility of 373.19-391.17% to record derivative liabilities of $570,602. At September 30, 2015, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.10 and 1.00 years, a risk free rate between 0.00% and 0.33%, and annualized volatility at 391.17%, and determined that, during the nine months ended September 30, 2015, the Company’s derivative liability increased to $1,085,866. The Company recognized a corresponding gain of $509,363 on derivative liability in conjunction with this revaluation during the nine months ended September 30, 2015, which combined with derivative liability expenses in excess of debt discount of $413,602 resulted in a total derivative liability gain of $95,762 for the nine months ended September 30, 2015. The debt derivative liabilities is measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015: Debt Derivative Balance, December 31, 2014 $ 1,024,627 Additions 570,602 Change in fair value of derivative liabilities (509,363 ) Balance, September 30, 2015 $ 1,085,866 |
Loan Payable - Related Party
Loan Payable - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Loan Payable/Note Payable - Related Party [Abstract] | |
LOAN PAYABLE - RELATED PARTY | NOTE 8. LOAN PAYABLE – RELATED PARTY On September 22, 2014 and October 23, 2014, the Company received proceeds of $3,800 and $450, respectively, from the former CEO of the Company, through a business entity in which the former CEO is a partner in, for working capital. The loan is non-interest bearing and is due on demand. As a result of his termination on April 1, 2015, Mr. Wimberly has agreed to forgo all outstanding debts due him, and therefore, the Company will accept $4,250 of loans payable due him as capital in the fourth quarter of 2015. As of September 30, 2015, $37,325 is due to a former officer and director of the Company and is non-interest bearing with no specific repayment terms. The Company plans to repay this loan through stock issuances, or through funding from the next round of financing. As of September 30, 2015 and December 31, 2014, the balance of loans payable – related parties is $41,575 and $41,575, respectively. |
Note Payable - Related party
Note Payable - Related party | 9 Months Ended |
Sep. 30, 2015 | |
Loan Payable/Note Payable - Related Party [Abstract] | |
NOTE PAYABLE - RELATED PARTY | NOTE 9. NOTE PAYABLE – RELATED PARTY On August 7, 2013, the Company issued an unsecured promissory note for $15,000 to the CEO of the Company in exchange for the acquisition of mining deeds. There is no interest associated with this note and the note matures on August 7, 2015. This note was paid in full on April 24, 2015. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable and Convertible Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 10. NOTES PAYABLE On May 10, 2013, the Company issued an unsecured promissory note for $50,000 to an unrelated third party for cash. The note accrues interest at 10% per annum and is due on demand. Accrued interest was $11,959 and $8,219 as of September 30, 2015 and December 31, 2014, respectively. On July 18, 2013, the Company issued an unsecured promissory note for $100,000 to an unrelated third party for cash. The note accrues interest at 10% per annum and is due on demand. Accrued interest was $22,055 and $14,575 as of September 30, 2015 and December 31, 2014, respectively. On December 7, 2014, the Company issued an unsecured promissory note for $20,000 to an unrelated third party for professional fees. The note accrues compounded interest at 6% per annum and is due on June 7, 2015, and defaults to compounded interest at 10% per annum. Accrued interest was $1,270 and $82 as of September 30, 2015 and December 31, 2014, respectively. This unsecured promissory note is currently in default. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11. STOCKHOLDERS’ EQUITY The stockholders equity section of the Company contains the following class of capital stock as of September 30, 2015 and December 31, 2014: Common Stock, $0.001 par value: shares issued and outstanding of 659,143,027 and 146,846,667, respectively. Transactions, other than employee’s stock issuance, are in accordance with ASC 505. These issuances shall be accounted for based on the fair value of the consideration received. Transactions with employee’s stock issuance are in accordance with ASC 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On September 25, 2015, the Company filed a Certificate of Change to increase its authorized common share capital from 750,000,000 shares to 1,750,000,000 shares. On August 15, 2014, the Company issued 62,000,000 shares of common stock, valued at $0.0002 per share totaling $10,000 to a related party, for cash. On September 18, 2014, the Company committed to issue 4,500,000 shares of common stock, valued at $0.0044 per share totaling $19,800 to an unrelated third party for legal services rendered. On November 13, 2014, the Company issued 2,430,000 shares of common stock, valued at $0.0035 per share totaling $8,505 to a related party for consulting services regarding the financing and management of the Company’s business. On December 30, 2014, the Company issued 6,250,000 shares of common stock to the holder of the $50,000 convertible promissory note issued on May 1, 2014 for a conversion of $2,750 in principal at a share price of $0.00044 per share. In addition, in a private sale, on July 29, 2014, Lauren Notar, former Chief Executive Officer, sold to the Guelph Partners, LLC 10,000,000 shares of common stock out of her personal ownership which, when combined with the Stock Purchase Agreement of August 20, 2014, grants the Purchaser an aggregate of 72,000,000 shares, representing 54% of the issued and outstanding shares of the Company, on a fully-diluted basis. During the nine months ended September 30, 2015, a total of $51,791 in principal and accrued interest on convertible notes payable was converted to 480,029,693 shares of common stock at shares prices from $0.0004 to $0.00002. In addition, 32,266,667 shares of common stock was issued for services at shares prices from $0.00025 to $0.00005. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS Management has evaluated all transactions and events after the balance sheet date through the date on which these financials were available to be issued, and except as already included in the notes to these unaudited condensed financial statements, has determined that no additional disclosures are required. From October 1, 2015 through November 16, 2015, a total of $14,653 in principal and accrued interest on convertible notes payable was converted to 256,202,885 shares of common stock, and a total of 50,500,000 shares of common stock were issued for $2,525 in fees at shares prices of $0.00006 to $0.00005. On October 30, 2015, the Company entered into a binding Master Equity Purchase Agreement - Term Sheet (the “Term Sheet”) with Atmosphere Global LLC (“Atmosphere”), a fully-operating company. Atmosphere, based in Chicago, IL, developed a proprietary formula for an ecofriendly product that serves as a cleaner, sanitizer and odor eliminator under the ATMOSPHERE label and has applications in numerous industries including, but not limited to, agribusiness, food processing, waste water, industrial and commercial cleaning, transportation waste and waste water, boating and marine and mining. ATMOSPHERE Odor Control works by deconstructing (not just masking) harmful gasses and, at the same time, bringing pollutants to a neutral pH, thus improving the environment. One important application that makes ATMOSPHERE a unique and important addition to farming is ATMOSPHERE’s use in the CAFO (Concentrated Animal Feeding Operation for Hogs, Chicken or Dairy). ATMOSPHERE will eliminate Ammonia and Hydrogen Sulfide in the air when misted and tests are underway to validate that ATMOSPHERE can scrub the discharge air killing pathogens that plague livestock farming such as Avian Bird Flu, PRRS, PEDV, Salmonella, Camphobacter and E Coli. The Term Sheet sets forth a two-phase acquisition by the Company of Atmosphere’s equity. Phase One involves the Company’s purchase, with certain restrictions, of 20% of the equity of Atmosphere as well as an advisory board seat in consideration for Class B Membership Units equal to 52% of Atmosphere. Phase Two involves the Company’s purchase of Class B Membership Interests equal to 12% of the equity of Atmosphere in consideration of $1.5M funded in four tranches. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
BASIS OF ACCOUNTING | BASIS OF ACCOUNTING The Company’s policy is to maintain its books and prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s 2014 Form 10-K filed with SEC on April 14, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 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. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. The Company had no cash equivalents as of September 30, 2015 and December 31, 2014. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. As of September 30, 2015 and December 31, 2014, the Company did not have bank balances that exceeded the FDIC insured limits. |
EARNINGS PER SHARE | EARNINGS PER SHARE The Company computes basic and diluted earnings per share amounts in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. For the nine months ended September 30, 2015 and 2014, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive. The Company currently has convertible debt, which, if converted, as of September 30, 2015 and 2014, would have caused the Company to issue diluted shares totaling 6,369,133,514 and 236,914,498, respectively. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows paragraph 820-10-35-37 of the Financial Accounting Standards Board (“FASB”) ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s financial statements for cash, prepaid expenses, accounts payable and accrued expenses, and loans payable approximate their fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported in the balance sheet for its notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature. The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2015 and December 31, 2014, on a recurring basis: Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ (1,085,866 ) $ (1,085,866 ) Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ (1,024,627 ) $ (1,024,627 ) |
CONVERTIBLE INSTRUMENTS | CONVERTIBLE INSTRUMENTS The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT The carrying amounts reported in the Company’s financial statements for prepaid expenses, accounts payable and accrued expenses, and loans payable approximate their fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported in the balance sheet for its notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION On July 30, 2013, the Company’s Board of Directors approved the adoption of the 2013 Stock Option Plan, which permits the Company to issue up to 10,665,000 shares of common stock to directors, officers, employees and consultants upon the exercise of stock options granted under the 2013 Stock Option Plan. The Company follows ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity–based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Through newly issued restricted common stock, the Company pays qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services. For the nine months ended September 30, 2015 and 2014, the Company had no stock based compensation. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS ASU 2015-03 In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments are to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. We do not expect the adoption of ASU 2015-03 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-02 In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows. ASU 2015-01 In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-17 In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations (Topic 805): Pushdown Accounting.” This ASU provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 was effective on November 18, 2014. The adoption of ASU 2014-17 did not have any effect on our financial position, results of operations or cash flows. ASU 2014-16 In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of a share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not currently have issued, nor are we investors in, hybrid financial instruments. Accordingly, we do not expect the adoption of ASU 2014-16 to have any effect on our financial position, results of operations or cash flows. ASU 2014-15 In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40)”. ASU 2014-15 provides guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early application is permitted. We do not expect the adoption of ASU 2014-15 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-12 In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not expect the adoption of ASU 2014-12 to have a material effect on our financial position, results of operations or cash flows. ASU 2014-09 In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. We are still evaluating the effect of the adoption of ASU 2014-09. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. ASU 2014-08 In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition for what types of asset disposals are to be considered discontinued operations, as well as amending the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. The adoption of ASU 2014-08 did not have any effect on our financial position, results of operations or cash flows. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ (1,085,866 ) $ (1,085,866 ) Assets and liabilities measured at fair value on a recurring basis at December 31, 2014 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ (1,024,627 ) $ (1,024,627 ) |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable and Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | September 30, December 31, Convertible notes payable $ 465,608 $ 342,750 Unamortized debt discount (54,862 ) (113,927 ) Carrying amount $ 410,746 $ 228,823 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Liability [Abstract] | |
Schedule of changes in fair value of level 3 financial liabilities | Debt Derivative Balance, December 31, 2014 $ 1,024,627 Additions 570,602 Change in fair value of derivative liabilities (509,363 ) Balance, September 30, 2015 $ 1,085,866 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Apr. 09, 2015 | Apr. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Amount of debt converted | $ 66,000 | $ 295,500 | ||
Interest rate during period | 8.00% | |||
Chief Executive Officer [Member] | ||||
Payment of related party debt | $ 3,000 | |||
Amount of debt converted | $ 16,000 | |||
Number of shares issued by debt conversion | 6,000,000 | |||
Shares pledged as collateral | 30,000,000 | |||
Interest rate during period | 6.00% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of assets and liabilities measured at fair value on a recurring basis | ||
Derivative liabilities | $ (1,085,866) | $ (1,024,627) |
Level 1 [Member] | ||
Schedule of assets and liabilities measured at fair value on a recurring basis | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Schedule of assets and liabilities measured at fair value on a recurring basis | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Schedule of assets and liabilities measured at fair value on a recurring basis | ||
Derivative liabilities | $ (1,085,866) | $ (1,024,627) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) - shares | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of Significant Accounting Policies (Textual) | |||
Number of anti-diluted shares | 6,369,133,514 | 236,914,498 | |
Issuance of stock option exercised to directors, officers, employees and consultants | 10,665,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Going Concern (Textual) | |||||
Net loss | $ (320,234) | $ (1,473,788) | $ (470,015) | $ (1,835,257) | |
Working capital deficit | $ 1,868,498 | $ 1,868,498 | $ 1,452,474 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Prepaid Expenses [Abstract] | |||
Convertible promissory notes | $ 66,000 | $ 295,500 | |
Maturity date | October 2014 through January 2016 | ||
Consulting fees | $ 154,938 | $ 88,629 | |
Prepaid consulting fees | $ 33,717 | $ 122,655 |
Accrued Expenses - Related Pa27
Accrued Expenses - Related Party (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2014 | Sep. 30, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | |
Accrued Expenses - Related Party (Textual) | ||||
Accrued expenses - related party | $ 65,768 | $ 45,841 | ||
David Wimberly [Member] | ||||
Accrued Expenses - Related Party (Textual) | ||||
Officer compensation | $ 7,500 | |||
Term of employment agreement | 5 years | |||
Reimbursable rent | $ 1,200 | |||
Chief Operating Officer [Member] | ||||
Accrued Expenses - Related Party (Textual) | ||||
Accrued expenses - related party | $ 59,768 | |||
Chief Financial Officer [Member] | ||||
Accrued Expenses - Related Party (Textual) | ||||
Officer compensation | $ 6,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of convertible notes payable | ||
Convertible notes payable | $ 465,608 | $ 342,750 |
Unamortized debt discount | (54,862) | (113,927) |
Carrying amount | $ 410,746 | $ 228,823 |
Convertible Notes Payable (De29
Convertible Notes Payable (Details Textual) | Jul. 03, 2015USD ($)Day$ / shares | May. 04, 2015USD ($) | Apr. 24, 2015USD ($) | Apr. 09, 2015USD ($) | Feb. 02, 2015USD ($) | Sep. 10, 2014USD ($)$ / shares | Sep. 03, 2014USD ($)$ / shares | May. 01, 2014USD ($) | Apr. 03, 2014USD ($)Day$ / shares | Aug. 26, 2014USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 410,746 | $ 410,746 | $ 228,823 | ||||||||||||
Derivative liabilities | 1,085,866 | 1,085,866 | 1,024,627 | ||||||||||||
Amortization of debt discount | 86,101 | $ 55,442 | 216,065 | $ 85,737 | |||||||||||
Amount of debt converted | 66,000 | $ 295,500 | |||||||||||||
Convertible promissory note issuance on April 3, 2014 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 63,000 | ||||||||||||||
Convertible promissory note, interest rate | 12.00% | ||||||||||||||
Debt Instrument due date | Oct. 3, 2014 | ||||||||||||||
Debt instrument default interest rate | 20.00% | ||||||||||||||
Convertible debt intrument trading days | Day | 20 | ||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.03 | ||||||||||||||
Convertible debt intrument percentage of stock | 50.00% | ||||||||||||||
Derivative liabilities | $ 102,456 | 39,456 | 39,456 | ||||||||||||
Debt discount amortized and unamortized | $ 63,000 | ||||||||||||||
Amortization of debt discount | $ 63,000 | ||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||
Accrued interest | 18,455 | 18,455 | |||||||||||||
Percentage of outstanding common stock | 4.99% | ||||||||||||||
Accrued price per share | $ / shares | $ 0.0001 | ||||||||||||||
Convertible promissory note issuance on September 10, 2014 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 52,500 | ||||||||||||||
Convertible promissory note, interest rate | 10.00% | ||||||||||||||
Debt Instrument due date | Apr. 10, 2015 | ||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.0025 | ||||||||||||||
Derivative liabilities | $ 77,675 | 25,175 | 25,175 | ||||||||||||
Debt discount amortized and unamortized | 52,500 | ||||||||||||||
Amortization of debt discount | 24,764 | ||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||
Accrued interest | $ 600 | 7,950 | 7,950 | ||||||||||||
Convertible promissory note issuance on August 26, 2014 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 120,000 | ||||||||||||||
Convertible promissory note, interest rate | 10.00% | ||||||||||||||
Debt Instrument due date | Aug. 26, 2015 | ||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 1.25 | ||||||||||||||
Convertible debt intrument percentage of stock | 25.00% | ||||||||||||||
Derivative liabilities | $ 106,408 | ||||||||||||||
Debt discount amortized and unamortized | $ 106,408 | ||||||||||||||
Amortization of debt discount | 69,384 | ||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||
Accrued interest | 15,150 | 15,150 | |||||||||||||
Convertible promissory note issuance on September 3, 2014 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 60,000 | ||||||||||||||
Convertible promissory note, interest rate | 10.00% | ||||||||||||||
Debt Instrument due date | Mar. 3, 2015 | ||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.0037 | ||||||||||||||
Derivative liabilities | $ 57,743 | ||||||||||||||
Debt discount amortized and unamortized | $ 57,743 | ||||||||||||||
Amortization of debt discount | 19,779 | ||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||
Accrued interest | 10,682 | 10,682 | |||||||||||||
Convertible promissory note issuance on May 1, 2014 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 50,000 | ||||||||||||||
Convertible promissory note, interest rate | 8.00% | ||||||||||||||
Debt instrument default interest rate | 22.00% | ||||||||||||||
Convertible debt intrument percentage of stock | 10.00% | ||||||||||||||
Derivative liabilities | $ 502,678 | ||||||||||||||
Accrued interest | $ 5,312 | 5,312 | |||||||||||||
Cash received for issuance of convertible note | 30,000 | ||||||||||||||
Convertible promissory note issued for service | $ 20,000 | ||||||||||||||
Amount of debt converted | $ 10,575 | ||||||||||||||
Number of shares issued by debt conversion | shares | 102,428,571 | ||||||||||||||
Convertible promissory note issuance on May 1, 2014 [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.0002 | $ 0.0002 | |||||||||||||
Convertible promissory note issuance on May 1, 2014 [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.00044 | $ 0.00044 | |||||||||||||
Convertible promissory note issuance on February 2, 2015 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 43,000 | ||||||||||||||
Convertible promissory note, interest rate | 8.00% | ||||||||||||||
Debt Instrument due date | Nov. 4, 2015 | ||||||||||||||
Debt instrument default interest rate | 22.00% | ||||||||||||||
Convertible debt intrument percentage of stock | 55.00% | ||||||||||||||
Derivative liabilities | $ 73,687 | $ 30,687 | $ 30,687 | ||||||||||||
Debt discount amortized and unamortized | 43,000 | ||||||||||||||
Amortization of debt discount | 37,527 | ||||||||||||||
Unamortized debt discount | 5,473 | 5,473 | |||||||||||||
Accrued interest | $ 2,156 | 2,156 | |||||||||||||
Cash received for issuance of convertible note | 25,000 | ||||||||||||||
Convertible promissory note issued for service | $ 18,000 | ||||||||||||||
Amount of debt converted | $ 19,235 | ||||||||||||||
Number of shares issued by debt conversion | shares | 221,502,230 | ||||||||||||||
Convertible promissory note issuance on February 2, 2015 [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.00006 | $ 0.00006 | |||||||||||||
Convertible promissory note issuance on February 2, 2015 [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.00017 | $ 0.00017 | |||||||||||||
Convertible promissory note issuance on April 9, 2015 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 15,000 | ||||||||||||||
Convertible promissory note, interest rate | 8.00% | ||||||||||||||
Derivative liabilities | $ 220,486 | $ 220,486 | $ 220,486 | ||||||||||||
Accrued interest | 2,649 | $ (2,124) | (2,124) | ||||||||||||
Cash received for issuance of convertible note | $ 15,000 | ||||||||||||||
Amount of debt converted | $ 7,082 | ||||||||||||||
Number of shares issued by debt conversion | shares | 106,098,892 | ||||||||||||||
Interest rate increase | 22.00% | ||||||||||||||
Convertible debt description | The note is convertible at a rate of 10% of the average of the three lowest trading prices for the ten days prior to conversion, and can be converted at any time at the option of the holder. | ||||||||||||||
Convertible promissory note issuance on April 9, 2015 [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.00005 | $ 0.00005 | |||||||||||||
Convertible promissory note issuance on April 9, 2015 [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.00025 | $ 0.00025 | |||||||||||||
Convertible promissory note issuance on April 24, 2015 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 15,000 | ||||||||||||||
Convertible promissory note, interest rate | 5.00% | ||||||||||||||
Debt Instrument due date | Apr. 24, 2016 | ||||||||||||||
Derivative liabilities | $ 44,308 | $ 29,308 | $ 29,308 | ||||||||||||
Debt discount amortized and unamortized | 15,000 | ||||||||||||||
Amortization of debt discount | 15,000 | ||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||
Accrued interest | $ 50 | 50 | |||||||||||||
Cash received for issuance of convertible note | $ 15,000 | ||||||||||||||
Amount of debt converted | $ 15,000 | ||||||||||||||
Number of shares issued by debt conversion | shares | 56,250,000 | ||||||||||||||
Convertible debt description | The note is convertible at a rate of 40% of the lowest trading price for the forty days prior to conversion, and can be converted at any time at the option of the holder. Should the trading price for the Company’s common stock go below $0.0001 at any time, the note will then be convertible at the option of the holder at a rate of either the lower of (i) $0.0001 or (ii) 40% of the lowest trading price for the forty days prior to conversion. | ||||||||||||||
Convertible promissory note issuance on April 24, 2015 [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Convertible promissory note issuance on April 24, 2015 [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.0004 | $ 0.0004 | |||||||||||||
Convertible promissory note issuance on May 4, 2015 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 33,000 | ||||||||||||||
Convertible promissory note, interest rate | 8.00% | ||||||||||||||
Debt Instrument due date | Feb. 6, 2016 | ||||||||||||||
Derivative liabilities | $ 87,139 | $ 54,139 | $ 54,139 | ||||||||||||
Debt discount amortized and unamortized | 33,000 | 33,000 | |||||||||||||
Amortization of debt discount | 17,687 | ||||||||||||||
Unamortized debt discount | 15,313 | 15,313 | |||||||||||||
Accrued interest | 1,085 | 1,085 | |||||||||||||
Cash received for issuance of convertible note | 12,000 | ||||||||||||||
Convertible promissory note issued for service | $ 21,000 | ||||||||||||||
Interest rate increase | 22.00% | ||||||||||||||
Convertible debt description | The note is convertible at a rate of 55% of the average of the three lowest trading prices for the fifteen days prior to conversion, and can be converted at any time at the option of the holder. | ||||||||||||||
Convertible promissory note issuance on July 3, 2015 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible promissory note | $ 66,000 | ||||||||||||||
Convertible promissory note, interest rate | 12.00% | ||||||||||||||
Debt Instrument due date | Jan. 3, 2016 | ||||||||||||||
Debt instrument default interest rate | 20.00% | ||||||||||||||
Convertible debt intrument trading days | Day | 20 | ||||||||||||||
Convertible promissory note, conversion price per share | $ / shares | $ 0.01 | ||||||||||||||
Derivative liabilities | $ 144,983 | ||||||||||||||
Debt discount amortized and unamortized | 66,000 | ||||||||||||||
Amortization of debt discount | 31,924 | ||||||||||||||
Unamortized debt discount | 34,076 | 34,076 | |||||||||||||
Accrued interest | $ 1,972 | $ 1,972 | |||||||||||||
Derivative liability expense | $ 78,983 | ||||||||||||||
Percentage of outstanding common stock | 4.99% | ||||||||||||||
Accrued price per share | $ / shares | $ 0.0001 | ||||||||||||||
Convertible debt description | The principal balance of the note is convertible to common stock at the lower of either $0.01, or 50% of the lowest traded price 20 days prior to conversion, and is limited to 4.99% of the Company's outstanding common stock at the time of conversion. All interest that accrues is convertible at $0.0001. |
Derivative Liability (Details)
Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of changes in fair value of level 3 financial liabilities | |
Balance, December 31, 2014 | $ 1,024,627 |
Balance, September 30, 2015 | 1,085,866 |
Level 3 [Member] | |
Schedule of changes in fair value of level 3 financial liabilities | |
Balance, December 31, 2014 | 1,024,627 |
Additions | 570,602 |
Change in fair value of derivative liabilities | (509,363) |
Balance, September 30, 2015 | $ 1,085,866 |
Derivative Liability (Details T
Derivative Liability (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Derivative Liability (Textual) | |||||
Fair value assumptions, expected volatility rate | 391.17% | ||||
Derivative liability loss | $ 509,363 | ||||
Increase in derivative liabilities | $ 1,085,866 | 1,085,866 | $ 1,024,627 | ||
Excess derivative liability over debt discount | 413,602 | ||||
Derivative liabilities | 570,602 | 570,602 | $ 846,959 | ||
Derivative liabilities expense | $ 134,463 | $ 1,256,750 | $ (95,762) | $ 1,524,624 | |
Minimum [Member] | |||||
Derivative Liability (Textual) | |||||
Fair value assumptions, expected term | 1 month 6 days | 6 months | |||
Fair value assumptions, risk free interest rate | 0.00% | 0.10% | |||
Fair value assumptions, expected volatility rate | 190.42% | ||||
Maximum [Member] | |||||
Derivative Liability (Textual) | |||||
Fair value assumptions, expected term | 1 year | 1 year | |||
Fair value assumptions, risk free interest rate | 0.33% | 0.12% | |||
Fair value assumptions, expected volatility rate | 271.67% | ||||
Debt Derivative Liability [Member] | Minimum [Member] | |||||
Derivative Liability (Textual) | |||||
Fair value assumptions, expected term | 6 months | ||||
Fair value assumptions, risk free interest rate | 0.10% | ||||
Fair value assumptions, expected volatility rate | 373.19% | ||||
Debt Derivative Liability [Member] | Maximum [Member] | |||||
Derivative Liability (Textual) | |||||
Fair value assumptions, expected term | 1 year | ||||
Fair value assumptions, risk free interest rate | 0.25% | ||||
Fair value assumptions, expected volatility rate | 391.17% |
Loan Payable - Related Party (D
Loan Payable - Related Party (Details) - USD ($) | Sep. 30, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Oct. 23, 2014 | Sep. 22, 2014 |
Loan Payable - Related Party (Textual) | |||||
Loans payable - related parties | $ 41,575 | $ 41,575 | |||
Due to former officer and director | 37,325 | ||||
Chief Executive Officer [Member] | |||||
Loan Payable - Related Party (Textual) | |||||
Loans payable - related parties | $ 4,250 | $ 4,250 | $ 450 | $ 3,800 |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - Chief Executive Officer [Member] - Unsecured promissory note [Member] | Aug. 07, 2013USD ($) |
Note payable related party (Textual) | |
Note payable - related party | $ 15,000 |
Debt instrument maturity date | Aug. 7, 2015 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 07, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Jul. 18, 2013 | May. 10, 2013 |
Unsecured promissory note on May 10, 2013 [Member] | |||||
Notes Payable (Textual) | |||||
Notes payable | $ 50,000 | ||||
Accrued interest rate | 10.00% | ||||
Accrued interest | $ 11,959 | $ 8,219 | |||
Unsecured promissory note on July 18, 2013 [Member] | |||||
Notes Payable (Textual) | |||||
Notes payable | $ 100,000 | ||||
Accrued interest rate | 10.00% | ||||
Accrued interest | 22,055 | 14,575 | |||
Unsecured promissory note on December 7, 2014 [Member] | |||||
Notes Payable (Textual) | |||||
Notes payable | $ 20,000 | ||||
Accrued interest rate | 6.00% | ||||
Accrued interest | $ 1,270 | $ 82 | |||
Default compounded interest | 10.00% | ||||
Maturity date | Jun. 7, 2015 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Dec. 30, 2014 | Nov. 13, 2014 | Sep. 18, 2014 | Aug. 15, 2014 | Jul. 29, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 25, 2015 | Dec. 31, 2014 |
Stockholders' Equity (Textual) | |||||||||
Common stock, shares issued | 659,143,027 | 146,846,667 | |||||||
Common stock, shares outstanding | 659,143,027 | 146,846,667 | |||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 1,750,000,000 | 750,000,000 | 750,000,000 | ||||||
Common stock shares authorized prior to amendment | 1,750,000,000 | ||||||||
Amount of debt converted | $ 66,000 | $ 295,500 | |||||||
Convertible Promissory Note [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Number of shares issued by debt conversion | 6,250,000 | 480,029,693 | |||||||
Convertible promissory note issued amount | $ 50,000 | ||||||||
Amount of debt converted | $ 2,750 | $ 51,791 | |||||||
Debt conversion share price | $ 0.00044 | ||||||||
Stock issued during period shares | 32,266,667 | ||||||||
Convertible Promissory Note [Member] | Maximum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares issued, price per share | $ 0.0004 | ||||||||
Shares issued, price per share services | 0.00005 | ||||||||
Convertible Promissory Note [Member] | Minimum [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares issued, price per share | 0.00002 | ||||||||
Shares issued, price per share services | $ 0.00025 | ||||||||
Related Party [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares issued, price per share | $ 0.0035 | $ 0.0044 | $ 0.0002 | ||||||
Stock issued during period shares | 62,000,000 | ||||||||
Stock issued during period value | $ 10,000 | ||||||||
Common stock issued for services rendered, shares | 2,430,000 | 4,500,000 | |||||||
Common stock issued for services rendered, value | $ 8,505 | $ 19,800 | |||||||
Guelph Partners, LLC [Member] | |||||||||
Stockholders' Equity (Textual) | |||||||||
Shares of common stock out of personal ownership | 10,000,000 | ||||||||
Fully-diluted shares issued and outstanding | 72,000,000 | ||||||||
Percentage of fully-diluted shares issued and outstanding | 54.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 16, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 10, 2015 | |
Subsequent Event [Line Items] | |||||
Amount of debt converted | $ 66,000 | $ 295,500 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued by debt conversion | 256,202,885 | ||||
Amount of debt converted | $ 14,653 | ||||
Conversion price | $ 0.00006 | ||||
Description of acquired entity | Phase One involves the Company's purchase, with certain restrictions, of 20% of the equity of Atmosphere as well as an advisory board seat in consideration for Class B Membership Units equal to 52% of Atmosphere. Phase Two involves the Company's purchase of Class B Membership Interests equal to 12% of the equity of Atmosphere in consideration of $1.5M funded in four tranches. | ||||
Business consideration amount | $ 1,500,000 | ||||
Stock issued during period shares | 50,500,000 | ||||
Stock issued during period value | $ 2,525 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued, price per share | $ 0.00005 | ||||
Subsequent Event [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued, price per share | $ 0.00006 |