Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 13, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'DC BRANDS INTERNATIONAL INC | ' |
Entity Central Index Key | '0001393463 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 310,667,572 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash and cash equivalents | $487 | $16,628 |
Accounts receivable | ' | 24,190 |
Inventory | 120,834 | 147,169 |
Prepaid expenses | ' | 923 |
Total current assets | 121,321 | 188,910 |
Property and equipment, net | ' | 7,401 |
Investments | 50,000 | ' |
Total assets | 171,321 | 196,311 |
Current liabilities | ' | ' |
Accounts payable | 137,039 | 132,568 |
Accrued bonuses | 1,800,000 | 1,800,000 |
Accrued interest payable | 1,285,981 | 831,232 |
Accrued liabilities | ' | 673 |
Related party payable | 229,133 | 229,133 |
Note payable to former officers | 1,090,556 | 1,090,556 |
Short-term notes payable and current portion of long-term debt (Net of Unamortized Discount of $518,419 as of Sept 30, 2013 and $628,328 as of December 31, 2012) | 4,669,949 | 3,696,783 |
Total current liabilities | 9,212,658 | 7,780,945 |
Long-term debt (Net of Unamortized Discount of $0 as of Sept 30, 2013 and $189,389 as of December 31, 2012) | 1,451 | 295,164 |
Total liabilities | 9,214,109 | 8,076,109 |
Stockholders' deficit | ' | ' |
Common Stock, $0.001 par value; 5,000,000,000 shares authorized; shares issued and outstanding - 18,252,654 as of September 30, 2013 and 63,717 as of December 31, 2012 | 18,253 | 64 |
Additional paid in capital | 92,147,693 | 89,661,088 |
Accumulated deficit | -101,208,886 | -97,541,103 |
Total stockholders' deficit | -9,042,788 | -7,879,798 |
Total liabilities and stockholders' deficit | 171,321 | 196,311 |
Series A Preferred Stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 91 | 91 |
Series B - G Preferred Stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | $61 | $62 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Unamortized discount related to notes payable | $518,419 | $628,328 |
Unamortized discount related to long-term debt | $0 | $189,389 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, shares issued | 18,252,654 | 63,717 |
Common Stock, shares outstanding | 18,252,654 | 63,717 |
Series A Preferred Stock | ' | ' |
Preferred Stock, shares authorized | 100,000 | 100,000 |
Preferred Stock, shares issued | 91,111 | 91,111 |
Preferred Stock, shares outstanding | 91,111 | 91,111 |
Series B - G Preferred Stock | ' | ' |
Preferred Stock, shares authorized | 100,000 | 100,000 |
Preferred Stock, shares issued | 60,849 | 61,943 |
Preferred Stock, shares outstanding | 60,849 | 61,943 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Statements of Operations [Abstract] | ' | ' | ' | ' |
Net Revenues | ' | $20,686 | $6,171 | $129,576 |
Cost of goods sold | ' | 10,713 | 10,324 | 72,338 |
Gross margin | ' | 9,973 | -4,153 | 57,238 |
Operating Expenses | ' | ' | ' | ' |
General and administrative (includes share based compensation of $0 for three months ended and $0 for nine months ended Sept 30 2013 and $0 for three months ended and $33,000 for nine months ended Sept 30 2012) | 42,064 | 204,447 | 184,381 | 1,790,777 |
Sales and marketing | ' | 20,068 | 33,455 | 222,863 |
Severance agreement expenses | ' | ' | ' | 1,265,800 |
Depreciation and amortization | ' | 5,476 | 3,301 | 7,319 |
Total operating expenses | 42,064 | 229,991 | 221,137 | 3,286,759 |
Loss from operations | -42,064 | -220,018 | -225,290 | -3,229,521 |
Other Expense (Income) | ' | ' | ' | ' |
Interest expense | 340,063 | 1,460,690 | 1,050,702 | 2,405,797 |
Gain on Sale of Assets | ' | ' | -8,000 | ' |
Loss on retirement of debt | 1,158,082 | 276,128 | 2,399,791 | 2,508,169 |
Total other expense (income) | 1,498,145 | 1,736,818 | 3,442,493 | 4,913,966 |
Loss Before Taxes | -1,540,209 | -1,956,836 | -3,667,783 | -8,143,487 |
Provision for income taxes (Note 6) | ' | ' | ' | ' |
Net Loss | ($1,540,209) | ($1,956,836) | ($3,667,783) | ($8,143,487) |
Weighted average number of common shares outstanding | 14,934,459 | 639,870 | 5,698,919 | 268,599 |
Basic and diluted net loss per common share | ($0.10) | ($3.06) | ($0.64) | ($30.32) |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Statements of Operations [Abstract] | ' | ' | ' | ' |
Share based compensation - general and administrative | $0 | $0 | $0 | $33,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash used in operating activities | ' | ' |
Net loss | ($3,667,783) | ($8,143,487) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 3,301 | 7,319 |
Common stock issued for services | ' | 33,000 |
Reduction of debt for use of facilities | ' | -60,000 |
Debt issued for services | ' | 157,914 |
Debt issued for payment of expenses | 29,500 | 27,500 |
Loss on retirement of debt | 2,399,791 | 1,458,368 |
Severance agreement expenses | ' | 1,265,800 |
Amortization of debt discount | 592,524 | 1,463,416 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 24,190 | 24,551 |
Inventory | 26,335 | 23,935 |
Prepaid expenses | 923 | ' |
Accounts payable | 4,471 | -122,710 |
Accrued bonuses | ' | 1,800,000 |
Accrued interest payable | 458,180 | 703,567 |
Accrued liabilities | -673 | ' |
Related party payable | ' | 462,911 |
Net cash used in operating activities | -129,241 | -897,916 |
Cash provided by investing activities | ' | ' |
Sale of property and equipment | 4,100 | ' |
Net cash provided by investing activities | 4,100 | ' |
Cash provided by financing activities | ' | ' |
Proceeds from notes payable | 114,000 | 884,750 |
Payment on notes payable | -5,000 | ' |
Net cash provided by financing activities | 109,000 | 884,750 |
Net decrease in cash and cash equivalents | -16,141 | -13,166 |
Cash and cash equivalents | ' | ' |
Beginning of period | 16,628 | 15,939 |
End of period | 487 | 2,773 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ' | ' |
Notes payable converted to common stock | 248,181 | 1,096,292 |
Investment in Other Company | 50,000 | ' |
Discount on common and preferred stock | ' | 7,776 |
Common stock issued for retirement of debt and accrued interest | 2,651,404 | 2,554,660 |
Preferred stock issued as incentive for debt | ' | 7,776 |
Accrued interest recassified to long-term debt | 3,431 | 126,644 |
Disposition of fully depreciated PP&E | 217,920 | ' |
Accrued interest, related party payable, & long-term debt to related party reclassified to short-term debt | ' | 3,510,034 |
Preferred stock exchanged for debt | 439,836 | ' |
Supplemental Disclosure | ' | ' |
Interest paid | ' | $7,814 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Total | Series A Preferred Stock | Series B - G Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2012 (Scenario, Previously Reported) | ($7,879,798) | $91 | $62 | $6,372 | $89,654,780 | ($97,541,103) |
Beginning Balance at Dec. 31, 2012 | -7,879,798 | 91 | 62 | 637,173 | 89,023,979 | -97,541,103 |
Beginning Balance (Shares) at Dec. 31, 2012 (Scenario, Previously Reported) | ' | 91,111 | 61,943 | 6,371,725 | ' | ' |
Beginning Balance (Shares) at Dec. 31, 2012 | ' | 91,111 | 61,943 | 637,172,528 | ' | ' |
Balance December 31, 2012, as restated | -7,879,798 | 91 | 62 | 64 | 89,661,088 | -97,541,103 |
Balance December 31, 2012, as restated,Shares | ' | 91,111 | 61,943 | 63,717 | ' | ' |
Effect of retroactive 1-100 stock split- April 2013 | ' | ' | ' | -630,801 | 630,801 | ' |
Effect of retroactive 1-100 stock split - (Shares)- April 2013 | ' | ' | ' | -630,800,803 | ' | ' |
Effect of retroactive 1-100 stock split - Oct 2013 | ' | ' | ' | -6,308 | 6,308 | ' |
Effect of retroactive 1-100 stock split - (Shares)- Oct 2013 | ' | ' | ' | -6,308,008 | ' | ' |
Common stock issued in exchange for retirement of debt | 2,651,405 | ' | ' | 18,189 | 2,633,216 | ' |
Common stock issued in exchange for retirement of debt, (Shares) | ' | ' | ' | 18,188,937 | ' | ' |
Preferred Stock exchanged for convertible debt | -439,836 | ' | -1 | ' | -439,836 | ' |
Preferred Stock exchanged for convertible debt, (Shares) | ' | ' | -1,094 | ' | ' | ' |
Discount on Notes Payable | 293,224 | ' | ' | ' | 293,224 | ' |
Net loss | -3,667,783 | ' | ' | ' | ' | -3,667,783 |
Balance at Sep. 30, 2013 | ($9,042,788) | $91 | $61 | $18,253 | $92,147,693 | ($101,208,886) |
Balance (Shares) at Sep. 30, 2013 | ' | 91,111 | 60,849 | 18,252,654 | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Deficit (Parenthetical) | 9 Months Ended |
Sep. 30, 2013 | |
Statements of Stockholders' Deficit [Abstract] | ' |
Stockholders' Equity, Reverse Stock Split- April 2013 | '100-1 |
Stockholders' Equity, Reverse Stock Split- Oct 2013 | '1-100 |
Business_and_Significant_Accou
Business and Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2013 | ||
Business and Significant Accounting Policies [Abstract] | ' | |
Business and Significant Accounting Policies | ' | |
1. | Business and Significant Accounting Policies | |
The Company | ||
DC Brands International, Inc. (“DC Brands” or the “Company”) was incorporated under the laws of Colorado in 1998 as Telemerge Holding Corp. and changed its name to DC Brands International, Inc. in 2004. DC Brands specializes in the manufacture, marketing and distribution of the premium blends of loose leaf tea sold by Village Tea Company Distribution, Inc. and other health related products that utilize natural botanicals, vitamins, minerals and supplements and are aimed at maximizing the full potential of the body. The Company’s current focus is on the manufacture and sale of the tea as well as the sale of products under its H.A.R.D. Nutrition label. The Company currently has two distinct types of products sold under its H.A.R.D. Nutrition logo; Functional Water Systems and nutritional supplements. The Company’s products are sold to consumers, primarily through retail outlet distribution. The Company’s products were distributed principally in the state of Colorado during 2013 and 2012. On June 27, 2013 the Company signed an exclusive manufacturing supply services agreement with Village Tea Company Distribution, Inc. ("Village Tea"), to develop a line of ready to drink teas with added supplements for Village Tea. Village Tea intends to use the Company’s existing capabilities, which include a patented supplement delivery cap, to enhance the tea for those interested in sports nutrition. Village Tea also intends to utilize their existing and anticipated distribution channels to sell this unique new product.. DC Brands shall arrange for the retention of a manufacturer for the Products which shall produce, package, store and ship Product in accordance with good manufacturing practices prevailing in the industry and in strict compliance with the specifications, formulas, manufacturing process and quality control standards and coding systems. DC Brands agrees to oversee the processing, preparation and packaging of the Products in accordance with the terms of this Agreement. Village Tea shall have full responsibility for procurement and payment for all beverage ingredients including teas and vitamin and herbal supplements necessary to produce the Products (the “Product Supplies”) and DC Brands shall have full responsibility for procurement (at Village Tea’s expense) of the bottles, labels, flip-top and other packaging materials (collectively "Packaging Materials") necessary to package the Products. Packaging Materials shall be ordered in quantities based upon quarterly forecasts provided by Village Tea, which forecasts shall be provided on the last day of each quarter showing estimates for the next two quarters. Village Tea shall be responsible for the costs associated with any and all completed Products including all Packaging Materials acquired, whether or not used as agreed to by Village Tea and Suppliers. | ||
Financial Condition | ||
The Company has incurred significant losses and negative cash flows since its inception. In addition, the Company had negative working capital (current assets less current liabilities) at September 30, 2013. | ||
On October 8, 2012 we entered into a Securities Purchase Agreement with HARDSave LLC, an entity managed by Alan Fishman and Dave Coppfer, former directors, which allowed it to invest up to a potential $1,250,000 pursuant to which it invested an additional $595,000 in our company and had the right to invest an additional $655,000 as needed to execute the national expansion business plan developed by our prior President, Stephen Horgan. In January 2013, HARDSave LLC, terminated the Securities Purchase Agreement. In an effort to preserve cash, we have also restructured certain of our debt including $383,209 of debt owed to principals of HARDSave LLC, which was converted to 1,231 shares of Series C Preferred Stock. | ||
On February 27, 2013, we received proposed terms from a creditor, as well as other creditors, to provide funding for us in the form of convertible debt. We have recently received funding from such creditor that has been used to continue our current operations. In an effort to preserve cash, we liquidated our raw material inventory and warehouse assets and moved the functional beverage inventory into a much smaller location. As a cost savings measure, we intend to subcontract the manufacture of the supplements that are included in the Functional Beverage systems as opposed to manufacturing them ourselves. | ||
In January our C.E.O. (Stephen Horgan) resigned. We laid off all employees except for our C.F.O. (Bob Armstrong) and all members of the board resigned. Bob Armstrong has been named the acting C.E.O. and added to the board. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. | ||
Basis of Presentation | ||
These statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair presentation of financial position, results of operations and cash flows for the periods presented. The accompanying financial statements should be read in conjunction with DC Brands’ consolidated financial statements for the years ended December 31, 2012 and 2011 filed in the Company’s Annual Report on Form 10K dated December 31, 2012, which includes all disclosures required by accounting principles generally accepted in the United States of America, or GAAP. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of expected operating results for the full year. | ||
Principles of Consolidation | ||
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries DC Nutrition, Inc. and DC Brands, LLC (inactive). All material intercompany transactions and balances have been eliminated. | ||
Credit Risk and Customer Concentrations | ||
Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of accounts receivable. | ||
As of September 30 2013 there were no receivables. As of December 31, 2012, one customer represented 80% and a second customer represented 18% of the company’s accounts receivable. Both customers are wholesale distributors, one who provides product to the military bases which represented 19% of the Company’s revenue volume during the twelve months ended December 31, 2012 and the other provides product to the Company’s single largest retail grocery outlet, which represented 22% of the Company’s revenue volume during the twelve months ended December, 2012. | ||
Recent Accounting Pronouncements | ||
During the period ended September 30, 2013, there were several new accounting pronouncements issued by the FASB. | ||
Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Inventory
Inventory | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
2. | Inventory | ||||||||
Inventory consisted of the following: | |||||||||
30-Sep | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Finished goods | $ | 78,089 | $ | 94,423 | |||||
Work in process | 42,745 | 42,745 | |||||||
Raw materials | - | 10,001 | |||||||
120,834 | 147,169 | ||||||||
Allowance for obsolescence | - | - | |||||||
$ | 120,834 | $ | 147,169 | ||||||
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
3. | Property and Equipment | ||||||||
Property and equipment consisted of the following: | |||||||||
30-Sep | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | - | $ | 14,004 | |||||
Office furniture and fixtures | - | 31,521 | |||||||
Vehicles | - | 5,863 | |||||||
Warehouse equipment | - | 103,134 | |||||||
Computer equipment | 11,772 | 75,170 | |||||||
11,772 | 229,692 | ||||||||
Accumulated depreciation | (11,772 | ) | (222,291 | ) | |||||
$ | - | $ | 7,401 |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2013 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
4. | Commitments and Contingencies | |
The Company leases warehouse space under a month to month lease. There are no future minimum lease payments to disclose. | ||
On February 19, 2013 a debtholder, filed a complaint in Jefferson County Court based upon a promissory note issued May 31, 2010 and is seeking relief of the payment of the $125,000 debt plus accrued interest owed as well as compensatory and consequential damages. It is not know at this time the outcome of these legal proceedings. |
Notes_Payable
Notes Payable | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Notes Payable [Abstract] | ' | ||||||||||||
Notes Payable | ' | ||||||||||||
5. | Notes Payable | ||||||||||||
A summary of notes payable as of September 30, 2013 is as follows: | |||||||||||||
Current | Long Term | Total | |||||||||||
1 Note payable, originated in 2004, due in 2006, | $ | 538,888 | $ | - | $ | 538,888 | |||||||
6% interest rate, secured by assets of | |||||||||||||
DC Brands, LLC, a wholly owned subsidiary | |||||||||||||
1 Note payable originated in 2007, due in 2007, | 10,000 | - | 10,000 | ||||||||||
36% interest, unsecured | |||||||||||||
1 Note payable originated in 2007, due in 2008, | 14,267 | - | 14,267 | ||||||||||
24% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2008, | 368,879 | - | 368,879 | ||||||||||
due at various dates from July to August | |||||||||||||
2010, 15% interest, unsecured | |||||||||||||
10 Notes payable, originated in 2010, due | 674,373 | 1,451 | 675,824 | ||||||||||
January 1, 2015, 10.25% interest, unsecured | |||||||||||||
8 Notes payable, originated in 2010 and 2011, due | 723,333 | - | 723,333 | ||||||||||
due at various dates from July 2013 to March 2014, | |||||||||||||
16% interest, unsecured | |||||||||||||
2 Notes payable, originated in 2011 and 2012, due | 207,682 | - | 207,682 | ||||||||||
Dec 31, 2013, 4% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2011 &2012, due to be | 1,274,999 | - | 1,274,999 | ||||||||||
repaid from a portion of gross sales beginning in | |||||||||||||
Feb 2012, 12% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, due | 31,330 | - | 31,330 | ||||||||||
June, 2013, 8% interest, unsecured | |||||||||||||
1 Note payable, originated in 2011, due | 263,914 | - | 263,914 | ||||||||||
Jan 1, 2014, 10.25% interest, unsecured | |||||||||||||
4 Notes payable, originated in 2011 & 2012, due in 2012 | 112,769 | - | 112,769 | ||||||||||
4% interest and a 15% redemption premium | |||||||||||||
2 Note payable, originated in 2011, due in 2012 | 314,598 | - | 314,598 | ||||||||||
6% interest | |||||||||||||
1 Note payable, originated in 2012, due in 2012 | 25,000 | - | 25,000 | ||||||||||
6% interest | |||||||||||||
1 Note payable, originated in 2013, due in 2015 | 439,836 | - | 439,836 | ||||||||||
4% interest | |||||||||||||
6 Notes payable, originated in 2013, due in 2015 | 143,500 | - | 143,500 | ||||||||||
0% - 10% interest | |||||||||||||
1 Note payable, originated in 2013, due in 2013 | 45,000 | - | 45,000 | ||||||||||
0% interest | |||||||||||||
5,188,368 | 1,451 | 5,189,819 | |||||||||||
Unamortized discount | (518,419 | ) | - | (518,419 | ) | ||||||||
$ | 4,669,949 | $ | 1,451 | 4,671,400 | |||||||||
Related party notes | |||||||||||||
1 Note payable, originated in 2010, callable | 90,556 | - | 90,556 | ||||||||||
with 366 day notice, 10% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, convertible into, | 1,000,000 | - | 1,000,000 | ||||||||||
common stock after 90 days. 10.25% interest rate, | |||||||||||||
secured by all assets of DC Brands International Inc. | |||||||||||||
A summary of notes payable as of December 31, 2012 is as follows: | |||||||||||||
Current | Long Term | Total | |||||||||||
1 Note payable, originated in 2004, due in 2006, | $ | 538,889 | $ | - | $ | 538,889 | |||||||
6% interest rate, secured by assets of | |||||||||||||
DC Brands, LLC, a wholly owned subsidiary | |||||||||||||
1 Note payable originated in 2007, due in 2007, | 10,000 | - | 10,000 | ||||||||||
36% interest, unsecured | |||||||||||||
1 Note payable originated in 2007, due in 2008, | 14,266 | - | 14,266 | ||||||||||
24% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2008, | 368,879 | - | 368,879 | ||||||||||
due at various dates from July to August | |||||||||||||
2010, 15% interest, unsecured | |||||||||||||
10 Notes payable, originated in 2010, due | 535,465 | 1,450 | 536,915 | ||||||||||
January 1, 2015, 10.25% interest, unsecured | |||||||||||||
8 Notes payable, originated in 2010 and 2011, due | 723,333 | - | 723,333 | ||||||||||
due at various dates from July 2013 to March 2014, | |||||||||||||
16% interest, unsecured | |||||||||||||
2 Notes payable, originated in 2011 and 2012, due | 207,681 | - | 207,681 | ||||||||||
Dec 31, 2013, 4% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2011 &2012, due to be | 1,275,000 | - | 1,275,000 | ||||||||||
repaid from a portion of gross sales beginning in | |||||||||||||
Feb 2012, 12% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, due | 45,000 | - | 45,000 | ||||||||||
June, 2013, 8% interest, unsecured | |||||||||||||
1 Note payable, originated in 2011, due | - | 483,103 | 483,103 | ||||||||||
Jan 1, 2014, 10.25% interest, unsecured | |||||||||||||
4 Notes payable, originated in 2011 & 2012, due in 2012 | 195,000 | - | 195,000 | ||||||||||
4% interest and a 15% redemption premium | |||||||||||||
1 Note payable, originated in 2011, due in 2012 | 386,598 | - | 386,598 | ||||||||||
6% interest | |||||||||||||
1 Note payable, originated in 2012, due in 2012 | 25,000 | - | 25,000 | ||||||||||
6% interest | |||||||||||||
4,325,111 | 484,553 | 4,809,664 | |||||||||||
Unamortized discount | (628,328 | ) | (189,389 | ) | (817,717 | ) | |||||||
$ | 3,696,783 | $ | 295,164 | 3,991,947 | |||||||||
Related party notes | |||||||||||||
1 Note payable, originated in 2010, callable | 90,556 | - | 90,556 | ||||||||||
with 366 day notice, 10% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, convertible into, | 1,000,000 | - | 1,000,000 | ||||||||||
common stock after 90 days. 10.25% interest rate, | |||||||||||||
secured by all assets of DC Brands International Inc. | |||||||||||||
As of September 30, 2013 and December 31, 2012, forty-five notes payable totaling $4,605,032 and twenty-four notes payable totaling $1,618,963, respectively, were past due. There are no default penalties or fees that may be sanctioned against the Company for not paying the notes upon maturity. The Company intends to restructure these notes into long-term debt or equity. | |||||||||||||
The Company settled notes payable and accrued interest payable totaling $248,181 and $1,096,292 during the nine months ended September 30, 2013 and 2012, respectively by issuing 18,188,937 and 19,767shares of common stock during the nine months ended September 30, 2013 and 2012, respectively. The Company valued the shares based upon the closing share price at each retirement date and recorded a loss on retirement of debt of $2,399,791 during the nine months ended September 30, 2013, and a loss on retirement of debt of $2,508,169 during the nine months ended September 30, 2012. | |||||||||||||
Transactions involving notes payable subsequent to September 30, 2013 are set forth in Note 10. Subsequent Events. |
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2013 | ||
Income Taxes [Abstract] | ' | |
Income Taxes | ' | |
6. | Income Taxes | |
The Company has not filed tax returns since its inception. The Company is in the process of preparing past tax returns and does not believe that it will be exposed to any risk of penalty or forfeiture of NOLs. | ||
At September 30, 2013 and December 31, 2012, the Company provided a full valuation allowance against any calculated deferred tax asset based on the weight of available evidence, both positive and negative, including the Company’s history of losses, which indicate that it is more likely than not that such benefits will not be realized. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||||||||||||||
7. | Stockholders’ Equity | ||||||||||||||||||||||||||||||||
Issuances of Common Stock | |||||||||||||||||||||||||||||||||
All common shares have been retroactively adjusted for the 1 for 100 reverse stock split authorized by the board on August 23, 2013 and effective October 3, 2013. | |||||||||||||||||||||||||||||||||
All common shares have been retroactively adjusted for the 1 for 100 reverse stock split authorized by the board on March 8, 2013 and effective April 30, 2013. | |||||||||||||||||||||||||||||||||
The Company issued common stock during the nine months ended September 30, 2013 as set forth below. The common stock was valued at the fair market value at the date the Company became obligated to issue the shares. | |||||||||||||||||||||||||||||||||
The Company issued an aggregate of 18,188,937 shares of common stock on fifty-four different occasions during the nine months ended September 30, 2013, upon partial conversion of seven different notes. The common stock was valued at the higher of current market price or $0.001 per share (par value). The shares were collectively valued at $2,651,404. | |||||||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||||||
The chart below details the number of preferred shares issued and conversion analysis. | |||||||||||||||||||||||||||||||||
Shares Issued | Series A | Series B | Series C | Series D | Series E | Series F | Series G | Amount/Total | |||||||||||||||||||||||||
Issued as of 09/30/2013 | 91,111 | 269 | 2,735 | 46,284 | 2,776 | 5,500 | 6,000 | ||||||||||||||||||||||||||
For conversion to debt | - | - | (1,094 | ) | - | - | - | - | $ | (439,836 | ) | ||||||||||||||||||||||
91,111 | 269 | 1,641 | - | - | - | - | $ | (439,836 | ) | ||||||||||||||||||||||||
% of Common Stock convertible into | 51.25 | % | 20.21 | % | 1.63 | % | 0 | % | 8.12 | % | 5.5 | % | 6 | % | 92.71 | % | |||||||||||||||||
Voting Only | Upside Only | ||||||||||||||||||||||||||||||||
Not Ownership | |||||||||||||||||||||||||||||||||
Common Stock O/S as of 9/30/13 (18,252,654) | |||||||||||||||||||||||||||||||||
Common Stock if Series Converted converted | 19,189,015 | 4,623,397 | 302,994 | 1,613,535 | 1,063,217 | 1,164,519 | 27,956,677 | ||||||||||||||||||||||||||
Common stock if all Series converted at once | 196,820,049 | 47,421,781 | 3,107,784 | 16,549,883 | 10,905,325 | 11,944,373 | 286,749,194 | ||||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||||||||||
The Series A Preferred Stock votes together with the common stock as a single class and the holders of the Series A Preferred Stock are entitled to such number of votes as shall equal 51.25% of the number of votes that may be cast by the outstanding shares of common stock. The Series A Preferred Stock is not convertible into common stock and does not carry any redemption features. On April 20, 2013, Robert Armstrong, the acting CEO and CFO purchased the 91,111 shares of Series A Preferred stock formerly owned by HARDSave LLC as they chose to cancel their purchase contract for these shares. These shares were purchased by Mr. Armstrong for a promissory note. | |||||||||||||||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||||||||||||||
The 269.40 shares of Series B preferred can be converted into 20.21% of the common stock of the company. As of 09/30/2013 the Company would need to issue 4,623,397 shares of common shares if all of the Series B preferred was converted. As of 09/30/2013 the Company would need to issue 47,421,781 shares of common shares to the Series B holders if all of the preferred shares in all series were converted. | |||||||||||||||||||||||||||||||||
Series C Preferred Stock | |||||||||||||||||||||||||||||||||
The Class C Preferred Stock has no dividend, liquidation or voting rights. The Class C Preferred Stock is convertible at any time after the 13th month after the date of its issuance into such number of shares of common stock of the Company as shall equal 1% of the outstanding common shares on the date of conversion divided by 1,000. During the first quarter of 2013 one holder of C shares converted their 1,094 shares of stock into a convertible debt security. The 1,641 shares of Series C preferred can be converted into 1.63% of the common stock of the Company. As of 09/30/2013 the Company would need to issue 302,994 shares of common shares if all of the Series C preferred was converted. As of 09/30/2013 the company would need to issue 3,107,784 shares of common shares to the Series C holders if all of the preferred shares in all series were converted. | |||||||||||||||||||||||||||||||||
Series D Preferred Stock | |||||||||||||||||||||||||||||||||
The Class D Preferred Stock has no dividend, conversion or voting rights. The Class D Preferred Stock is entitled to a liquidation preference equal to 40% of the proceeds of any sale of shares of common stock in excess of 25% of the outstanding shares, a liquidation or winding up, the sale of 20% of the Series A Preferred. | |||||||||||||||||||||||||||||||||
Series E Preferred Stock | |||||||||||||||||||||||||||||||||
The Class E Preferred Stock has no liquidation or voting rights. The Class E Preferred Stock is entitled to a 10.25% dividend that is payable quarterly beginning in month 14 after issuance. Each share of the Class E Preferred Stock is convertible at any time after month 13 into such number of shares of common stock of the Company as shall equal $2,500 of the outstanding common shares on the date of conversion. As of 09/30/2013 the Company would need to issue 1,613,535 shares of common shares if all of the series E preferred was converted. As of 9/30/2013 the Company would need to issue 16,549,883 shares of common shares to the Series E holders if all of the preferred shares in all series were converted. | |||||||||||||||||||||||||||||||||
Series F Preferred Stock | |||||||||||||||||||||||||||||||||
The Class F Preferred Stock has no dividend, liquidation or voting rights. The Class F Preferred Stock is convertible at any time after the 6th month into such number of shares of common stock of the Company as shall equal 1.0% of the outstanding common shares on the date of conversion divided by 1,000. The Company has the right to redeem the Class F Preferred at a redemption price of $286.86 per share. As of 09/30/2013 the Company would need to issue 1,063,217 shares of common shares if all of the Series F preferred was converted. As of 09/30/2013 the Company would need to issue 10,905,325 shares of common shares to the Series F holders if all of the preferred shares in all series were converted. | |||||||||||||||||||||||||||||||||
Series G Preferred Stock | |||||||||||||||||||||||||||||||||
The Class G Preferred Stock has no dividend, liquidation or voting rights. The Class G Preferred Stock is convertible at any time after the 13th month into such number of shares of common stock of the Company as shall equal 1.0% of the outstanding common shares on the date of conversion divided by 1,000. The Company has the right to redeem the Class G Preferred at a redemption price of $1,250.00 per share. As of 09/30/2013 the Company would need to issue 1,164,519 shares of common shares if all of the Series G preferred was converted. As of 09/30/2013 the Company would need to issue 11,944,373 shares of common shares to the Series G holders if all of the preferred shares in all series were converted. | |||||||||||||||||||||||||||||||||
Equity Line of Credit | |||||||||||||||||||||||||||||||||
Southridge has committed to purchase up to $10 million of our common stock, which is subject to various conditions being met prior to our use of the facility. From time to time during the term of the Equity Line, and at our sole discretion, we may present Southridge with a put notice requiring them to purchase shares of our common stock. The purchase price of the shares will be equal to ninety-two percent (92%) of the average of the two lowest closing bid prices for our common stock (the “Market Price”) during the five (5) trading day period beginning on the trading day immediately following the date Southridge receives our put notice. As a result, our existing shareholders will experience immediate dilution upon the purchase of any of the shares by Southridge. The issue and sale of the shares under the Equity Purchase Agreement may also have an adverse effect on the market price of the common shares. Southridge may resell some, if not all, of the shares that we issue to it under the Equity Purchase Agreement and such sales could cause the market price of the common stock to decline significantly. To the extent of any such decline, any subsequent puts would require us to issue and sell a greater number of shares to Southridge in exchange for each dollar of the put amount. Under these circumstances, our existing shareholders will experience greater dilution. | |||||||||||||||||||||||||||||||||
Transactions involving common stock subsequent to September 30, 2013 are set forth in Note 10. Subsequent Events. |
Share_Based_Compensation_Expen
Share Based Compensation Expense | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Share Based Compensation Expense [Abstract] | ' | ||||||||||||||||
Share Based Compensation Expense | ' | ||||||||||||||||
8. | Share Based Compensation Expense | ||||||||||||||||
The Company recognizes expense associated with shares issued for services over the service period. The shares are valued based upon the fair value of the common stock on the date that the Company becomes obligated to issue the shares. Expenses associated with shares issued for services are as follows: | |||||||||||||||||
Three months ended Sept 30, | Nine months ended Sept 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
General and administrative | $ | - | $ | - | $ | - | $ | 33,000 | |||||||||
$ | - | $ | - | $ | - | $ | 33,000 |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |
Sep. 30, 2013 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
9. | Related Party Transactions | |
The Company had related party payables and note payable to former officers of $1,319,689 and $1,319,689 at September 30, 2013 and December 31, 2012, respectively consisting primarily of notes payable to former officers. Of the $1,319,689 of related party payables, $1,000,000 was owed to Mr. Pearce in the form of a secured convertible promissory note and $319,689 was owed to Mr. Alcamo ($216,175 for deferred salary payable, $12,958 for royalties owed in accordance with the bottle cap license agreement and $90,556 in the form of an unsecured promissory note). Richard Pearce, our former Chief Executive Officer, and Jeremy J Alcamo, our former Executive Vice President, have received a design patent in the United States (US D 576,877S) for the flip-top compartment which we currently use on our H.A.R.D. Nutrition bottles, which they have licensed to us on an exclusive basis for a fee based upon the number of products sold that contain the cap. The royalty agreement with Richard Pearce and Jeremy Alcamo is for a term of five years and is renewable by the Company for five additional one year terms and provides that they are entitled to receive 5 cents per cap or 2 1/2 cents each for each bottle cap sold. The bottle cap is a specialized cap that contains the vitamin supplements in the Company’s functional water system. The agreement may be immediately terminated upon the occurrence of: (i) a default in payments due thereunder if the default has continued for ten days after notice of the default was given; (ii) upon a party’s insolvency, assignment for the benefit of creditors of filing of a bankruptcy petition; or (iii) a party’s refusal or failure to perform an obligation under the agreement if such default is not cured within ten days of notice thereof. The related party payables are non-interest bearing and due on demand. We have 1 note payable originated in 2011 with an aggregate principal balance of $386,598 due in 2012 bearing interest at 6%. This note is from Cut & Dried Productions, LLC a company that Richard Pearce, the former CEO of DC Brands International, owns a majority of. | ||
On April 20, 2013, Robert Armstrong, the acting CEO and CFO purchased the 91,111 shares of Series A Preferred stock formerly owned by HARDSave LLC as they chose to cancel their purchase contract for these shares. These shares were purchased by Mr. Armstrong for a promissory note. |
Subsequent_Events
Subsequent Events | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
10. | Subsequent Events | ||||||||||||||||
Subsequent to September 30, 2013, the Company issued common stock as follows: | |||||||||||||||||
Shares | Common Stock | Additional Paid | Amount | ||||||||||||||
in Capital | |||||||||||||||||
For conversion of debt | 292,414,918 | $ | 292,415 | $ | - | $ | 292,415 | ||||||||||
292,414,918 | $ | 292,415 | $ | - | $ | 292,415 |
Business_and_Significant_Accou1
Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Business and Significant Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
These statements reflect all normal recurring adjustments, which, in the opinion of management, are necessary for the fair presentation of financial position, results of operations and cash flows for the periods presented. The accompanying financial statements should be read in conjunction with DC Brands’ consolidated financial statements for the years ended December 31, 2012 and 2011 filed in the Company’s Annual Report on Form 10K dated December 31, 2012, which includes all disclosures required by accounting principles generally accepted in the United States of America, or GAAP. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of expected operating results for the full year. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries DC Nutrition, Inc. and DC Brands, LLC (inactive). All material intercompany transactions and balances have been eliminated. | |
Credit Risk and Customer Concentrations | ' |
Credit Risk and Customer Concentrations | |
Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Financial instruments potentially subjecting the Company to concentrations of credit risk consist principally of accounts receivable. | |
As of September 30 2013 there were no receivables. As of December 31, 2012, one customer represented 80% and a second customer represented 18% of the company’s accounts receivable. Both customers are wholesale distributors, one who provides product to the military bases which represented 19% of the Company’s revenue volume during the twelve months ended December 31, 2012 and the other provides product to the Company’s single largest retail grocery outlet, which represented 22% of the Company’s revenue volume during the twelve months ended December, 2012. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
During the period ended September 30, 2013, there were several new accounting pronouncements issued by the FASB. | |
Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. | |
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory [Abstract] | ' | ||||||||
Summary of Inventory | ' | ||||||||
30-Sep | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Finished goods | $ | 78,089 | $ | 94,423 | |||||
Work in process | 42,745 | 42,745 | |||||||
Raw materials | - | 10,001 | |||||||
120,834 | 147,169 | ||||||||
Allowance for obsolescence | - | - | |||||||
$ | 120,834 | $ | 147,169 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment | ' | ||||||||
30-Sep | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | - | $ | 14,004 | |||||
Office furniture and fixtures | - | ||||||||
Vehicles | - | 5,863 | |||||||
Warehouse equipment | - | 103,134 | |||||||
Computer equipment | 11,772 | 75,170 | |||||||
11,772 | 229,692 | ||||||||
Accumulated depreciation | (11,772 | ) | (222,291 | ) | |||||
$ | - | $ | 7,401 |
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Notes Payable [Abstract] | ' | ||||||||||||
Summary of notes payable | ' | ||||||||||||
A summary of notes payable as of September 30, 2013 is as follows: | |||||||||||||
Current | Long Term | Total | |||||||||||
1 Note payable, originated in 2004, due in 2006, | $ | 538,888 | $ | - | $ | 538,888 | |||||||
6% interest rate, secured by assets of | |||||||||||||
DC Brands, LLC, a wholly owned subsidiary | |||||||||||||
1 Note payable originated in 2007, due in 2007, | 10,000 | - | 10,000 | ||||||||||
36% interest, unsecured | |||||||||||||
1 Note payable originated in 2007, due in 2008, | 14,267 | - | 14,267 | ||||||||||
24% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2008, | 368,879 | - | 368,879 | ||||||||||
due at various dates from July to August | |||||||||||||
2010, 15% interest, unsecured | |||||||||||||
10 Notes payable, originated in 2010, due | 674,373 | 1,451 | 675,824 | ||||||||||
January 1, 2015, 10.25% interest, unsecured | |||||||||||||
8 Notes payable, originated in 2010 and 2011, due | 723,333 | - | 723,333 | ||||||||||
due at various dates from July 2013 to March 2014, | |||||||||||||
16% interest, unsecured | |||||||||||||
2 Notes payable, originated in 2011 and 2012, due | 207,682 | - | 207,682 | ||||||||||
Dec 31, 2013, 4% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2011 &2012, due to be | 1,274,999 | - | 1,274,999 | ||||||||||
repaid from a portion of gross sales beginning in | |||||||||||||
Feb 2012, 12% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, due | 31,330 | - | 31,330 | ||||||||||
June, 2013, 8% interest, unsecured | |||||||||||||
1 Note payable, originated in 2011, due | 263,914 | - | 263,914 | ||||||||||
Jan 1, 2014, 10.25% interest, unsecured | |||||||||||||
4 Notes payable, originated in 2011 & 2012, due in 2012 | 112,769 | - | 112,769 | ||||||||||
4% interest and a 15% redemption premium | |||||||||||||
2 Note payable, originated in 2011, due in 2012 | 314,598 | - | 314,598 | ||||||||||
6% interest | |||||||||||||
1 Note payable, originated in 2012, due in 2012 | 25,000 | - | 25,000 | ||||||||||
6% interest | |||||||||||||
1 Note payable, originated in 2013, due in 2015 | 439,836 | - | 439,836 | ||||||||||
4% interest | |||||||||||||
6 Notes payable, originated in 2013, due in 2015 | 143,500 | - | 143,500 | ||||||||||
0% - 10% interest | |||||||||||||
1 Note payable, originated in 2013, due in 2013 | 45,000 | - | 45,000 | ||||||||||
0% interest | |||||||||||||
5,188,368 | 1,451 | 5,189,819 | |||||||||||
Unamortized discount | (518,419 | ) | - | (518,419 | ) | ||||||||
$ | 4,669,949 | $ | 1,451 | 4,671,400 | |||||||||
Related party notes | |||||||||||||
1 Note payable, originated in 2010, callable | 90,556 | - | 90,556 | ||||||||||
with 366 day notice, 10% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, convertible into, | 1,000,000 | - | 1,000,000 | ||||||||||
common stock after 90 days. 10.25% interest rate, | |||||||||||||
secured by all assets of DC Brands International Inc. | |||||||||||||
A summary of notes payable as of December 31, 2012 is as follows: | |||||||||||||
Current | Long Term | Total | |||||||||||
1 Note payable, originated in 2004, due in 2006, | $ | 538,889 | $ | - | $ | 538,889 | |||||||
6% interest rate, secured by assets of | |||||||||||||
DC Brands, LLC, a wholly owned subsidiary | |||||||||||||
1 Note payable originated in 2007, due in 2007, | 10,000 | - | 10,000 | ||||||||||
36% interest, unsecured | |||||||||||||
1 Note payable originated in 2007, due in 2008, | 14,266 | - | 14,266 | ||||||||||
24% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2008, | 368,879 | - | 368,879 | ||||||||||
due at various dates from July to August | |||||||||||||
2010, 15% interest, unsecured | |||||||||||||
10 Notes payable, originated in 2010, due | 535,465 | 1,450 | 536,915 | ||||||||||
January 1, 2015, 10.25% interest, unsecured | |||||||||||||
8 Notes payable, originated in 2010 and 2011, due | 723,333 | - | 723,333 | ||||||||||
due at various dates from July 2013 to March 2014, | |||||||||||||
16% interest, unsecured | |||||||||||||
2 Notes payable, originated in 2011 and 2012, due | 207,681 | - | 207,681 | ||||||||||
Dec 31, 2013, 4% interest, unsecured | |||||||||||||
6 Notes payable, originated in 2011 &2012, due to be | 1,275,000 | - | 1,275,000 | ||||||||||
repaid from a portion of gross sales beginning in | |||||||||||||
Feb 2012, 12% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, due | 45,000 | - | 45,000 | ||||||||||
June, 2013, 8% interest, unsecured | |||||||||||||
1 Note payable, originated in 2011, due | - | 483,103 | 483,103 | ||||||||||
Jan 1, 2014, 10.25% interest, unsecured | |||||||||||||
4 Notes payable, originated in 2011 & 2012, due in 2012 | 195,000 | - | 195,000 | ||||||||||
4% interest and a 15% redemption premium | |||||||||||||
1 Note payable, originated in 2011, due in 2012 | 386,598 | - | 386,598 | ||||||||||
6% interest | |||||||||||||
1 Note payable, originated in 2012, due in 2012 | 25,000 | - | 25,000 | ||||||||||
6% interest | |||||||||||||
4,325,111 | 484,553 | 4,809,664 | |||||||||||
Unamortized discount | (628,328 | ) | (189,389 | ) | (817,717 | ) | |||||||
$ | 3,696,783 | $ | 295,164 | 3,991,947 | |||||||||
Related party notes | |||||||||||||
1 Note payable, originated in 2010, callable | 90,556 | - | 90,556 | ||||||||||
with 366 day notice, 10% interest, unsecured | |||||||||||||
1 Note payable, originated in 2012, convertible into, | 1,000,000 | - | 1,000,000 | ||||||||||
common stock after 90 days. 10.25% interest rate, | |||||||||||||
secured by all assets of DC Brands International Inc. | |||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||||||||||
Summary of preferred shares issued and conversion analysis | ' | ||||||||||||||||||||||||||||||||
Shares Issued | Series A | Series B | Series C | Series D | Series E | Series F | Series G | Amount/Total | |||||||||||||||||||||||||
Issued as of 09/30/2013 | 91,111 | 269 | 2,735 | 46,284 | 2,776 | 5,500 | 6,000 | ||||||||||||||||||||||||||
For conversion to debt | - | - | (1,094 | ) | - | - | - | - | $ | (439,836 | ) | ||||||||||||||||||||||
91,111 | 269 | 1,641 | - | - | - | - | $ | (439,836 | ) | ||||||||||||||||||||||||
% of Common Stock convertible into | 51.25 | % | 20.21 | % | 1.63 | % | 0 | % | 8.12 | % | 5.5 | % | 6 | % | 92.71 | % | |||||||||||||||||
Voting Only | Upside Only | ||||||||||||||||||||||||||||||||
Not Ownership | |||||||||||||||||||||||||||||||||
Common Stock O/S as of 9/30/13 (18,252,654) | |||||||||||||||||||||||||||||||||
Common Stock if Series Converted converted | 19,189,015 | 4,623,397 | 302,994 | 1,613,535 | 1,063,217 | 1,164,519 | 27,956,677 | ||||||||||||||||||||||||||
Common stock if all Series converted at once | 196,820,049 | 47,421,781 | 3,107,784 | 16,549,883 | 10,905,325 | 11,944,373 | 286,749,194 |
Share_Based_Compensation_Expen1
Share Based Compensation Expense (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Share Based Compensation Expense [Abstract] | ' | ||||||||||||||||
Schedule of share based compensation expense associated with shares issued for services | ' | ||||||||||||||||
Three months ended Sept 30, | Nine months ended Sept 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
General and administrative | $ | - | $ | - | $ | - | $ | 33,000 | |||||||||
$ | - | $ | - | $ | - | $ | 33,000 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||
Summary of common stock issued | ' | ||||||||||||||||
Shares | Common Stock | Additional Paid | Amount | ||||||||||||||
in Capital | |||||||||||||||||
For conversion of debt | 292,414,918 | $ | 292,415 | $ | - | $ | 292,415 | ||||||||||
292,414,918 | $ | 292,415 | $ | - | $ | 292,415 |
Business_and_Significant_Accou2
Business and Significant Accounting Policies (Details) (USD $) | 9 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Oct. 08, 2012 | Oct. 08, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Securities Purchase Agreement with HARDSave LLC | Securities Purchase Agreement with HARDSave LLC | Customer One [Member] | Customer One [Member] | Customer Two [Member] | Customer Two [Member] | ||
Series C Preferred Stock [Member] | Accounts Receivable [Member] | Revenue [Member] | Accounts Receivable [Member] | Revenue [Member] | |||
Business and Significant Accounting Policies (Textual) | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | 80.00% | 19.00% | 18.00% | 22.00% |
Capital investment allowed under purchase agreement | ' | $1,250,000 | ' | ' | ' | ' | ' |
Additional capital invested under purchase agreement | ' | 595,000 | ' | ' | ' | ' | ' |
Pending rights allowed to invest under purchase agreement | ' | 655,000 | ' | ' | ' | ' | ' |
Debt owed to principal | ($439,836) | $383,209 | ' | ' | ' | ' | ' |
Stock issued for conversion of debt shares | ' | ' | 1,231 | ' | ' | ' | ' |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Summary of Inventory | ' | ' |
Finished goods | $78,089 | $94,423 |
Work in process | 42,745 | 42,745 |
Raw materials | ' | 10,001 |
Inventory, gross | 120,834 | 147,169 |
Allowance for obsolescence | ' | ' |
Inventory, net | $120,834 | $147,169 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Schedule of property and equipment | ' | ' |
Property and equipment, gross | $11,772 | $229,692 |
Accumulated depreciation | -11,772 | -222,291 |
Property and equipment, net | ' | 7,401 |
Leasehold improvements [Member] | ' | ' |
Schedule of property and equipment | ' | ' |
Property and equipment, gross | ' | 14,004 |
Office furniture and fixtures [Member] | ' | ' |
Schedule of property and equipment | ' | ' |
Property and equipment, gross | ' | 31,521 |
Vehicles [Member] | ' | ' |
Schedule of property and equipment | ' | ' |
Property and equipment, gross | ' | 5,863 |
Warehouse equipment [Member] | ' | ' |
Schedule of property and equipment | ' | ' |
Property and equipment, gross | ' | 103,134 |
Computer equipment [Member] | ' | ' |
Schedule of property and equipment | ' | ' |
Property and equipment, gross | $11,772 | $75,170 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Feb. 19, 2013 |
Commitments and Contingencies (Textual) | ' |
Amount of debt and accrued interest | $125,000 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | $4,669,949 | $3,696,783 |
Long Term | 1,451 | 3,696,783 |
Total | 4,671,400 | 3,991,947 |
Unamortized discount current | -518,419 | -628,328 |
Unamortized discount long term | ' | -189,389 |
Unamortized discount Total | -518,419 | -817,717 |
Notes Payables Gross [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 5,188,368 | 4,325,111 |
Long Term | 1,451 | 484,553 |
Total | 5,189,819 | 4,809,664 |
1 Note payable, originated in 2004, due in 2006, 6% interest rate, secured by assets of DC Brands, LLC, a wholly owned subsidiary [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 538,888 | 538,889 |
Long Term | ' | ' |
Total | 538,888 | 538,889 |
1 Note payable originated in 2007, due in 2007, 36% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 10,000 | 10,000 |
Long Term | ' | ' |
Total | 10,000 | 10,000 |
1 Note payable originated in 2007, due in 2008, 24% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 14,267 | 14,266 |
Long Term | ' | ' |
Total | 14,267 | 14,266 |
6 Notes payable, originated in 2008, due at various dates from July to August 2010, 15% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 368,879 | 368,879 |
Long Term | ' | ' |
Total | 368,879 | 368,879 |
10 Notes payable, originated in 2010, due January 1, 2015, 10.25% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 674,373 | 535,465 |
Long Term | 1,451 | 1,450 |
Total | 675,824 | 536,915 |
8 Notes payable, originated in 2010 and 2011, due at various dates from July 2013 to March 2014, 16% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 723,333 | 723,333 |
Long Term | ' | ' |
Total | 723,333 | 723,333 |
2 Notes payable, originated in 2011 and 2012, due Dec 31, 2013, 4% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 207,682 | 207,681 |
Long Term | ' | ' |
Total | 207,682 | 207,681 |
6 Notes payable, originated in 2011 &2012, due to be repaid from a portion of gross sales beginning in Feb 2012, 12% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 1,274,999 | 1,275,000 |
Long Term | ' | ' |
Total | 1,274,999 | 1,275,000 |
1 Note payable, originated in 2012, due June, 2013, 8% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 31,330 | 45,000 |
Long Term | ' | ' |
Total | 31,330 | 45,000 |
1 Note payable, originated in 2011, due Jan 1, 2014, 10.25% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 263,914 | ' |
Long Term | ' | 483,103 |
Total | 263,914 | 483,103 |
4 Notes payable, originated in 2011 & 2012, due in 2012, 4% interest and a 15% redemption premium [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 112,769 | 195,000 |
Long Term | ' | ' |
Total | 112,769 | 195,000 |
2 Note payable, originated in 2011, due in 2012, 6% interest [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 314,598 | 386,598 |
Long Term | ' | ' |
Total | 314,598 | 386,598 |
1 Note payable, originated in 2012, due in 2012, 6% interest [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 25,000 | 25,000 |
Long Term | ' | ' |
Total | 25,000 | 25,000 |
1 Note payable, originated in 2013, due in 2015 4% interest [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 439,836 | ' |
Long Term | ' | ' |
Total | 439,836 | ' |
6 Notes payable, originated in 2013, due in 2015 0% - 10% interest [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 143,500 | ' |
Long Term | ' | ' |
Total | 143,500 | ' |
1 Note payable, originated in 2013, due in 2013 0% interest [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 45,000 | ' |
Long Term | ' | ' |
Total | 45,000 | ' |
Related party notes 1 Note payable, originated in 2010, callable with 366 day notice, 10% interest, unsecured [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 90,556 | 90,556 |
Long Term | ' | ' |
Total | 90,556 | 90,556 |
Related party 1 Note payable, originated in 2012, convertible into, common stock after 90 days. 10.25% interest rate, secured by all assets of DC Brands International Inc [Member] | ' | ' |
Notes Payable, Current and Noncurrent [Abstract] | ' | ' |
Current | 1,000,000 | 1,000,000 |
Long Term | ' | ' |
Total | $1,000,000 | $1,000,000 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Common Stock [Member] | Common Stock [Member] | Note payable, originated in 2004, due in 2006, secured by assets of DC Brands, LLC, a wholly owned subsidiary [Member] | Note payable, originated in 2004, due in 2006, secured by assets of DC Brands, LLC, a wholly owned subsidiary [Member] | Note payable originated in 2007, due in 2007, unsecured [Member] | Note payable originated in 2007, due in 2007, unsecured [Member] | Note payable originated in 2007, due in 2008, unsecured [Member] | Note payable originated in 2007, due in 2008, unsecured [Member] | Notes payable, originated in 2010, due January 1, 2015, unsecured [Member] | Notes payable, originated in 2010, due January 1, 2015, unsecured [Member] | 8 Notes payable, originated in 2010 and 2011, due due at various dates from July 2013 to March 2014, 16% interest, unsecured [Member] | 8 Notes payable, originated in 2010 and 2011, due due at various dates from July 2013 to March 2014, 16% interest, unsecured [Member] | Related party notes, Notes payable, originated in 2010, unsecured [Member] | Related party notes, Notes payable, originated in 2010, unsecured [Member] | 6 Notes payable, originated in 2008, due at various dates from July to August 2010, 15% interest, unsecured [Member] | 6 Notes payable, originated in 2008, due at various dates from July to August 2010, 15% interest, unsecured [Member] | 2 Notes payable, originated in 2011 and 2012, due Dec 31, 2013, 4% interest, unsecured [Member] | 2 Notes payable, originated in 2011 and 2012, due Dec 31, 2013, 4% interest, unsecured [Member] | 6 Notes payable, originated in 2011 &2012, due to be repaid from a portion of gross sales beginning in Feb 2012, 12% interest, unsecured [Member] | 6 Notes payable, originated in 2011 &2012, due to be repaid from a portion of gross sales beginning in Feb 2012, 12% interest, unsecured [Member] | 1 Note payable, originated in 2012, due June, 2013, 8% interest, unsecured [Member] | 1 Note payable, originated in 2012, due June, 2013, 8% interest, unsecured [Member] | 1 Note payable, originated in 2011, due Jan 1, 2014, 10.25% interest, unsecured [Member] | 1 Note payable, originated in 2011, due Jan 1, 2014, 10.25% interest, unsecured [Member] | 4 Notes payable, originated in 2011 & 2012, due in 2012, 4% interest and a 15% redemption premium [Member] | 4 Notes payable, originated in 2011 & 2012, due in 2012, 4% interest and a 15% redemption premium [Member] | 2 Note payable, originated in 2011, due in 2012, 6% interest [Member] | 2 Note payable, originated in 2011, due in 2012, 6% interest [Member] | 1 Note payable, originated in 2012, due in 2012, 6% interest [Member] | 1 Note payable, originated in 2012, due in 2012, 6% interest [Member] | Related party 1 Note payable, originated in 2012, convertible into, common stock after 90 days. 10.25% interest rate, secured by all assets of DC Brands International Inc [Member] | Related party 1 Note payable, originated in 2012, convertible into, common stock after 90 days. 10.25% interest rate, secured by all assets of DC Brands International Inc [Member] | Notes Payable 26 [Member] | Notes Payable 13 [Member] | 1 Note payable, originated in 2013, due in 2015 4% interest [Member] | 6 Notes payable, originated in 2013, due in 2015 0% - 10% interest [Member] | 6 Notes payable, originated in 2013, due in 2015 0% - 10% interest [Member] | 6 Notes payable, originated in 2013, due in 2015 0% - 10% interest [Member] | 1 Note payable, originated in 2013, due in 2013 0% interest [Member] | |||||
Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Note | Minimum [Member] | Maximum [Member] | Note | |||||||
Notes Payable (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,605,032 | $1,618,963 | ' | ' | ' | ' | ' |
Number of notes payable | ' | ' | ' | ' | ' | ' | 1 | 1 | 1 | 1 | 1 | 1 | 10 | 10 | 8 | 8 | 1 | 1 | 6 | 6 | 2 | 2 | 6 | 6 | 1 | 1 | 1 | 1 | 4 | 4 | 2 | 2 | 1 | 1 | 1 | 1 | 45 | 24 | 1 | 5 | ' | ' | 1 |
Interest rate | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 36.00% | 36.00% | 24.00% | 24.00% | 10.25% | 10.25% | 16.00% | 16.00% | 10.00% | 10.00% | 15.00% | 15.00% | 4.00% | 4.00% | 12.00% | 12.00% | 8.00% | 8.00% | 10.25% | 10.25% | 4.00% | 4.00% | 6.00% | 6.00% | 6.00% | 6.00% | 10.25% | 10.25% | ' | ' | 4.00% | ' | 0.00% | 10.00% | 0.00% |
Note payable due date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jan-15 | 1-Jan-15 | ' | ' | ' | ' | ' | ' | 31-Dec-13 | 31-Dec-13 | ' | ' | 30-Jun-13 | 30-Jun-13 | 1-Jan-14 | 1-Jan-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable, Redemption premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period to call Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '366 days | '366 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | '90 days | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in exchange for retirement of debt, (Shares) | ' | ' | ' | ' | 18,188,937 | 19,767 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on retirement of debt | 1,158,082 | 276,128 | 2,399,791 | 2,508,169 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable and accrued interest payable settled | ' | ' | $248,181 | $1,096,292 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2013 | Sep. 30, 2013 | |
Summary of preferred shares issued and conversion analysis | ' | ' |
Shares Issued For conversion of debt, Amount | ' | -439,836 |
Preferred Stock, Shares Issued, Amount | ' | -439,836 |
% of Common Stock convertible into | ' | 92.71% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 27,956,677 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 286,749,194 |
Series A Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 91,111 | 91,111 |
Stock issued for conversion of debt shares | ' | ' |
Preferred Stock, Ending Balance | ' | 91,111 |
% of Common Stock convertible into | ' | 51.25% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 19,189,015 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 196,820,049 |
Series B Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 269 | 269 |
Stock issued for conversion of debt shares | ' | ' |
Preferred Stock, Ending Balance | ' | 269 |
% of Common Stock convertible into | ' | 20.21% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 4,623,397 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 47,421,781 |
Series C Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 2,735 | 2,735 |
Stock issued for conversion of debt shares | 1,094 | -1,094 |
Preferred Stock, Ending Balance | ' | 1,641 |
% of Common Stock convertible into | ' | 1.63% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 302,994 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 3,107,784 |
Series D Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 46,284 | 46,284 |
Stock issued for conversion of debt shares | ' | ' |
Preferred Stock, Ending Balance | ' | ' |
% of Common Stock convertible into | ' | 0.00% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | ' |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | ' |
Series E Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 2,776 | 2,776 |
Stock issued for conversion of debt shares | ' | ' |
Preferred Stock, Ending Balance | ' | ' |
% of Common Stock convertible into | ' | 8.12% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 1,613,535 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 16,549,883 |
Series F Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 5,500 | 5,500 |
Stock issued for conversion of debt shares | ' | ' |
Preferred Stock, Ending Balance | ' | ' |
% of Common Stock convertible into | ' | 5.50% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 1,063,217 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 10,905,325 |
Series G Preferred Stock [Member] | ' | ' |
Summary of preferred shares issued and conversion analysis | ' | ' |
Preferred Stock, Beginning Balance | 6,000 | 6,000 |
Stock issued for conversion of debt shares | ' | ' |
Preferred Stock, Ending Balance | ' | ' |
% of Common Stock convertible into | ' | 6.00% |
Common Stock O/S as of 9/30/13 (18,252,654), Common Stock if Series Converted converted | ' | 1,164,519 |
Common Stock O/S as of 9/30/13 (18,252,654), Common stock if all Series converted at once | ' | 11,944,373 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 20, 2013 | |
Common Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Series G Preferred Stock [Member] | Equity Line of Credit [Member] | HARD Save LLC [Member] | ||
Note | Investor | Series A Preferred Stock [Member] | ||||||||||
Stockholders' Equity Note (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description for number of share issue occasions | ' | '18,188,937 shares of common stock on fifty-four different occasions during the nine months ended September 30, 2013, upon partial conversion of seven different notes. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued upon partial conversion of seven different notes | $2,651,405 | $2,651,404 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued upon different occasions | ' | 595,632,905 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock price per share | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of convertible notes | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock convertible into series of preferred shares | 92.71% | ' | 51.25% | 20.21% | ' | 1.63% | 0.00% | 8.12% | 5.50% | 6.00% | ' | ' |
Common Stock O/S as of 6/30/13 | ' | 602,004,630 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued under agreement | ' | ' | ' | 269.4 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock shares, Shares | ' | ' | ' | ' | 1,641 | ' | ' | ' | ' | ' | ' | ' |
Common stock issuable upon conversion of series preferred stock | 27,956,677 | ' | 19,189,015 | 4,623,397 | ' | 302,994 | ' | 1,613,535 | 1,063,217 | 1,164,519 | ' | ' |
Common stock issuable upon conversion of all series of preferred stock | 286,749,194 | ' | 196,820,049 | 47,421,781 | ' | 3,107,784 | ' | 16,549,883 | 10,905,325 | 11,944,373 | ' | ' |
Convertible preferred stock, Terms of conversion | ' | ' | ' | ' | ' | 'The Class C Preferred Stock is convertible at any time after the 13th month after the date of its issuance into such number of shares of common stock of the Company as shall equal 1% of the outstanding common shares on the date of conversion divided by 1,000. | ' | 'The Class E Preferred Stock is entitled to a 10.25% dividend that is payable quarterly beginning in month 14 after issuance. Each share of the Class E Preferred Stock is convertible at any time after month 13 into such number of shares of common stock of the Company as shall equal $2,500 of the outstanding common shares on the date of conversion. | 'The Class F Preferred Stock is convertible at any time after the 6th month into such number of shares of common stock of the Company as shall equal 1.0% of the outstanding common shares on the date of conversion divided by 1,000. | 'The Class G Preferred Stock is convertible at any time after the 13th month into such number of shares of common stock of the Company as shall equal 1.0% of the outstanding common shares on the date of conversion divided by 1,000. | ' | ' |
Number of investors | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Common stock in excess of outstanding shares, Percentage | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' |
Liquidation or winding up the sale of series A preferred stock, Percentage | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' |
Common stock issued for settlement of notes payable | ' | ' | ' | ' | 1,094 | -1,094 | ' | ' | ' | ' | ' | ' |
Preferred stock dividend payable percentage | ' | ' | ' | ' | ' | ' | ' | 10.25% | ' | ' | ' | ' |
Preferred stock redemption price per share | ' | ' | ' | ' | ' | ' | ' | ' | $286.86 | $1,250 | ' | ' |
Purchase commitment of common stock by Southridge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' |
Purchase price of shares under commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The purchase price of the shares will be equal to ninety-two percent (92%) of the average of the two lowest closing bid prices for our common stock (the "Market Price") during the five (5) trading day period beginning on the trading day immediately following the date Southridge receives our put notice. | ' |
Number of preferred shares purchased by Robert Armstrong | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,111 |
Reverse stock split authorized by the board | '100-1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share_Based_Compensation_Expen2
Share Based Compensation Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Schedule of share based compensation expense associated with shares issued for services | ' | ' | ' | ' |
Expenses associated with shares issued for services | ' | ' | ' | $33,000 |
General and Administrative [Member] | ' | ' | ' | ' |
Schedule of share based compensation expense associated with shares issued for services | ' | ' | ' | ' |
Expenses associated with shares issued for services | ' | ' | ' | $33,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 20, 2013 | Sep. 30, 2013 | |
Cut & Dried Productions [Member] | Richard Pearce [Member] | HARD Save LLC [Member] | Mr. Alcamo | |||
Note | Series A Preferred Stock [Member] | |||||
Related Party Transactions (Textual) | ' | ' | ' | ' | ' | ' |
Related party payables and note payable to former officer | $1,319,689 | $1,319,689 | ' | $1,000,000 | ' | $319,689 |
Interest rate on related party transaction | ' | ' | 6.00% | ' | ' | ' |
Number of note payable | ' | ' | 1 | ' | ' | ' |
Deferred salary payable | ' | ' | ' | ' | ' | 216,175 |
Royalties owed in accordance with the bottle cap license agreement | ' | ' | ' | ' | ' | 12,958 |
Unsecured promissory note | ' | ' | ' | ' | ' | 90,556 |
Note payable aggregate principal balance | $4,671,400 | $3,991,947 | $386,598 | ' | ' | ' |
Number of preferred shares purchased by Robert Armstrong | ' | ' | ' | ' | 91,111 | ' |
Description of royalty agreement | 'The royalty agreement with Richard Pearce and Jeremy Alcamo is for a term of five years and is renewable by the Company for five additional one year terms and provides that they are entitled to receive 5 cents per cap or 2 1/2 cents each for each bottle cap sold. | ' | ' | ' | ' | ' |
Term of royalty agreement | '5 years | ' | ' | ' | ' | ' |
Description of termination of royalty agreement | 'The agreement may be immediately terminated upon the occurrence of: (i) a default in payments due thereunder if the default has continued for ten days after notice of the default was given; (ii) upon a party's insolvency, assignment for the benefit of creditors of filing of a bankruptcy petition; or (iii) a party's refusal or failure to perform an obligation under the agreement if such default is not cured within ten days of notice thereof. | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of common stock issued | ' |
Stock issued For conversion of debt, value | $292,415 |
Stock issued, value | 292,415 |
Subsequent Event [Member] | Common Stock [Member] | ' |
Summary of common stock issued | ' |
Stock issued For conversion of debt, value | 292,415 |
Stock issued for conversion of debt shares | 292,414,918 |
Stock issued, value | 292,415 |
Stock issued, shares | 292,414,918 |
Subsequent Event [Member] | Additional Paid-in Capital [Member] | ' |
Summary of common stock issued | ' |
Stock issued For conversion of debt, value | ' |
Stock issued for conversion of debt shares | ' |