Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
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-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 6,554,828,238 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $56 | $11 |
Accounts receivable | 35,000 | ' |
Total current assets | 35,056 | 11 |
Property and equipment, net | ' | ' |
Investments | 50,000 | 50,000 |
Total assets | 85,056 | 50,011 |
Current liabilities | ' | ' |
Accounts payable | 148,905 | 137,039 |
Accrued Bonuses | 1,800,000 | 1,800,000 |
Accrued interest payable | 1,699,121 | 1,422,453 |
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 $324,437 as of June 30, 2014 and $255,486 as of December 31, 2013) | 4,649,380 | 4,484,666 |
Total current liabilities | 9,617,095 | 9,163,847 |
Long-term debt (Net of Unamortized Discount of $412,335 as of June 30, 2014 and $122,177 as of December 31, 2013) | 251,454 | 319,110 |
Total liabilities | 9,868,549 | 9,482,957 |
Stockholders' deficit | ' | ' |
Common Stock, $0.001 par value; 5,000,000,000 shares authorized; shares issued and outstanding -5,513,183,642 as of June 30, 2014 and 505,243,481 as of December 31, 2013 | 5,513,184 | 505,244 |
Additional paid in capital | 87,733,468 | 92,385,040 |
Accumulated deficit | -103,039,297 | -102,323,382 |
Total DC Brands equity | -9,792,493 | -9,432,946 |
Noncontrolling interest | 9,000 | ' |
Total stockholders' deficit | -9,792,493 | -9,432,946 |
Total liabilities and stockholders' deficit | 53,103 | 50,011 |
Series A Preferred Stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | 91 | 91 |
Series B - G Preferred Stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred Stock | $61 | $61 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Unamortized discount related to notes payable | $324,437 | $255,486 |
Unamortized discount related to long-term debt | $412,335 | $122,177 |
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 | 5,513,183,642 | 505,243,481 |
Common Stock, shares outstanding | 5,513,183,642 | 505,243,481 |
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 | 60,647 | 60,686 |
Preferred Stock, shares outstanding | 60,647 | 60,686 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statements of Operations [Abstract] | ' | ' | ' | ' |
Net Revenues | $50,000 | ($10,199) | $51,105 | $6,171 |
Cost of goods sold | ' | 747 | ' | 10,324 |
Gross margin | 50,000 | -10,946 | 51,105 | -4,153 |
Operating Expenses | ' | ' | ' | ' |
General and administrative | 189,212 | 74,343 | 247,226 | 142,317 |
Sales and marketing | ' | ' | ' | 33,455 |
Depreciation and amortization | ' | 782 | ' | 3,301 |
Total operating expenses | 189,212 | 75,125 | 247,226 | 179,073 |
Loss from operations | -139,212 | -86,071 | -196,121 | -183,226 |
Other Expense (Income) | ' | ' | ' | ' |
Interest expense | 249,751 | 345,390 | 510,794 | 710,639 |
Gain on Sale of Assets | ' | -3,500 | ' | -8,000 |
Loss on retirement of debt | ' | 836,644 | ' | 1,241,709 |
Total other expense (income) | 249,751 | 1,178,534 | 510,794 | 1,944,348 |
Loss Before Taxes | -388,963 | -1,264,605 | -706,915 | -2,127,574 |
Provision for income taxes | ' | ' | ' | ' |
Net Income/(loss) to the noncontrolling interest | 9,000 | ' | 9,000 | ' |
Net Loss attributed to DC Brands | ($397,963) | ($1,264,605) | ($715,915) | ($2,127,574) |
Weighted average number of common shares outstanding | 3,388,631,759 | 1,901,401 | 2,422,850,480 | 1,004,611 |
Basic and diluted net loss per common share | $0 | ($0.67) | $0 | ($2.12) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash used in operating activities | ' | ' |
Net loss | ($715,915) | ($2,127,574) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | ' | 3,301 |
Debt issued for services | 90,000 | ' |
Debt issued for payment of expense | ' | 20,000 |
Loss on retirement of debt | 0 | 1,241,709 |
Amortization of debt discount | 232,724 | 398,567 |
Inventory write down | ' | ' |
Noncontrolling interest share of net income/(loss) | 9,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -35,000 | 24,190 |
Inventory | ' | 26,335 |
Prepaid expenses | ' | 923 |
Accounts payable | 11,865 | 4,471 |
Accrued interest payable | 278,070 | 312,074 |
Accrued liabilities | ' | -673 |
Net cash used in operating activities | -129,256 | -96,677 |
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 | 129,300 | 77,000 |
Net cash provided by financing activities | 129,300 | 77,000 |
Net decrease in cash and cash equivalents | 45 | -15,577 |
Cash and cash equivalents | ' | ' |
Beginning of period | 11 | 16,628 |
End of period | 56 | 1,051 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ' | ' |
Notes payable converted to common stock | 399,535 | 183,002 |
Investment in Other Company | ' | 50,000 |
Debt Issued for services | ' | 20,000 |
Common stock issued for retirement of debt and accrued interest | 4,332,940 | 1,428,144 |
Accrued interest reclassified to long-term debt | 1,402 | ' |
Disposition of fully depreciated property, plant &equipment | ' | 217,920 |
Preferred Stock exchanged for common stock | 675,000 | ' |
Preferred stock exchanged for debt | 635,000 | 439,836 |
Supplemental Disclosure | ' | ' |
Interest paid | ' | ' |
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 | Total DC Brand Deficit | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2013 | ($9,432,946) | $91 | $61 | $505,244 | $92,385,040 | ($102,323,382) | ($9,432,946) | ' |
Beginning Balance (Shares) at Dec. 31, 2013 | ' | 91,111 | 60,849 | 505,243,481 | ' | ' | ' | ' |
Common stock issued in exchange for retirement of debt | ' | ' | ' | 4,332,940 | -3,933,405 | ' | 399,535 | ' |
Common stock issued in exchange for retirement of debt, (Shares) | ' | ' | ' | 4,332,940,161 | ' | ' | ' | ' |
Preferred Stock exchanged for convertible debt | ' | ' | ' | ' | -635,000 | ' | -635,000 | ' |
Preferred Stock exchanged for convertible debt, (Shares) | ' | ' | -163 | ' | ' | ' | ' | ' |
Discount on Notes Payable | ' | ' | ' | ' | 591,833 | ' | 591,833 | ' |
Preferred Stock exchanged for common stock | ' | ' | ' | 675,000 | -675,000 | ' | ' | ' |
Preferred Stock exchanged for common stock, (Shares) | ' | ' | -39 | 675,000,000 | ' | ' | ' | ' |
Net loss | -715,915 | ' | ' | ' | ' | -715,915 | -715,915 | 9,000 |
Balance at Jun. 30, 2014 | ($9,792,493) | $91 | $61 | $5,513,184 | $87,733,468 | ($103,039,297) | ($9,792,493) | $9,000 |
Balance (Shares) at Jun. 30, 2014 | ' | 91,111 | 60,647 | 5,513,183,642 | ' | ' | ' | ' |
Business_and_Significant_Accou
Business and Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2014 | ||
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. The Company’s current focus is on providing financial and other services to the Colorado marijuana industry. From inception until the first half of 2013, DC Brands’ main focus has been on the manufacture, marketing and distribution of 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 focus during the first half of 2013 was the sale of products under its H.A.R.D. Nutrition label. During the second half of the year the Company’s focus was shifted to its joint venture tea business and a restructuring of the Company. | ||
In April 2014 the Company announced a new focus, to become a financing provider and service provider to the growing Colorado marijuana industry. DC Brands, through its newly formed, 80% owned subsidiary, DC Brands Green Investments, LLC intends to provide accounting, security, compliance, payroll processing and tax payment services to fully licensed Colorado medical and recreational marijuana businesses. | ||
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 June 30, 2014. 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, 2013 and 2012 filed in the Company’s Annual Report on Form 10K dated December 31, 2013, 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 June 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) as well as its 80% owned subsidiary DB Brands Green Investments, LLC. 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 June 30, 2014 the Company had one receivable from a client of its 80% owned subsidiary and it is current. As of December 31, 2013 there were no accounts receivable. | ||
Fair Value of Financial Instrument Estimates | ||
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the consolidated balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended June 30, 2014 and 2013. | ||
Recent Accounting Pronouncements | ||
During the period ended June 30, 2014, 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. Set forth below are the more significant pronouncements. | ||
In July 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. Current U.S. GAAP requires a development stage entity to present the same basic financial statements and apply the same recognition and measurement rules as established companies. In addition, U.S. GAAP requires a development stage entity to present inception-to-date information about income statement line items, cash flows, and equity transactions. For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not yet been issued or made available for issuance. The Company has elected to adopt the guidance as of June 30, 2014. The adoption did not impact the Company’s financial position or results of operations. | ||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |
Jun. 30, 2014 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
2. | Commitments and Contingencies | |
The Company currently has no leases or other contingencies. |
Notes_Payable
Notes Payable | 6 Months Ended | |
Jun. 30, 2014 | ||
Notes Payable [Abstract] | ' | |
Notes Payable | ' | |
3. | Notes Payable | |
As of June 30, 2014 and December 31, 2013, fifty-two notes payable totaling $5,363,153, 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 $399,534 and $133,002 during the six months ended June 30, 2014 and 2013, respectively by issuing 5,007,940,161 and 5,956,329 shares of common stock during the six months ended June 30, 2014 and 2013, respectively. | ||
Transactions involving notes payable subsequent to June 30, 2014 are set forth in Note 8. Subsequent Events. |
Income_Taxes
Income Taxes | 6 Months Ended | |
Jun. 30, 2014 | ||
Income Taxes [Abstract] | ' | |
Income Taxes | ' | |
4. | 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 June 30, 2014 and December 31, 2013, 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 | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||||||
5. | Stockholders’ Equity | ||||||||||||||||||||||||
Issuances of Common Stock | |||||||||||||||||||||||||
The Company issued common stock during the six months ended June 30, 2014 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 5,007,940,161 shares of common stock on forty-one different occasions during the six months ended June 30, 2014, upon partial conversion of six different notes and the partial conversion of Series E preferred stock. The common stock value ranged from $.00015 to $.000125 per share. The shares were collectively valued at $2,221,725. | |||||||||||||||||||||||||
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 | Total | |||||||||||||||||
Issued as of 12/31/2013 | 91,111 | 269 | 1,641 | 44,663 | 2,776 | 5,500 | 6,000 | 151,960 | |||||||||||||||||
For conversion to debt | - | (163 | ) | - | (39 | ) | - | - | (202 | ) | |||||||||||||||
Issued as of 3/31/2014 | 91,111 | 106 | 1,641 | 44,663 | 2,737 | 5,500 | 6,000 | 151,758 | |||||||||||||||||
% of Common Stock convertible into | 51.25 | % | 7.95 | % | 1.64 | % | 0 | % | 8.01 | % | 5.5 | % | 6 | % | 80.35 | % | |||||||||
Transactions involving common stock subsequent to June 30, 2014 are set forth in Note 8. Subsequent Events. |
Share_Based_Compensation_Expen
Share Based Compensation Expense | 6 Months Ended | |
Jun. 30, 2014 | ||
Share Based Compensation Expense [Abstract] | ' | |
Share Based Compensation Expense | ' | |
6. | 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 were zero in both the three months and six months ended June 30, 2014 and 2013. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | |
Jun. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
7. | Related Party Transactions | |
The Company had related party payables and note payable to former officers of $1,319,689 and $1,319,689 at June 30, 2014 and December 31, 2013, 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 had 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 was for a term of five years and expired in January 2013 The agreement provided that they were 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 related party payables are non-interest bearing and due on demand. The 20% minority interest in DC Brands Green Investors, LLC is controlled by Robert Armstrong, the Company’s CEO & CFO. We have 1 note payable originated in 2011 with an aggregate principal balance of $264,598 due in 2012 bearing interest at 6%. This note was issued to Cut & Dried Productions, LLC a company that Richard Pearce, the former CEO of DC Brands International, owns a majority of. |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
8. | Subsequent Events | ||||||||||||||||
Subsequent to June 30, 2014, the Company issued common stock as follows: | |||||||||||||||||
Shares | Common Stock | Additional Paid | Amount | ||||||||||||||
in Capital | |||||||||||||||||
For conversion of debt | 1,041,644,596 | $ | 1,041,645 | $ | - | $ | 1,041,645 | ||||||||||
1,041,644,596 | $ | 1,041,645 | $ | - | $ | 1,041,645 |
Business_and_Significant_Accou1
Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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, 2013 and 2012 filed in the Company’s Annual Report on Form 10K dated December 31, 2013, 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 June 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) as well as its 80% owned subsidiary DB Brands Green Investments, LLC. 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 June 30, 2014 the Company had one receivable from a client of its 80% owned subsidiary and it is current. As of December 31, 2013 there were no accounts receivable. | |
Fair Value of Financial Instrument Estimates | ' |
Fair Value of Financial Instrument Estimates | |
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the consolidated balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended June 30, 2014 and 2013. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
During the period ended June 30, 2014, 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. Set forth below are the more significant pronouncements. | |
In July 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. Current U.S. GAAP requires a development stage entity to present the same basic financial statements and apply the same recognition and measurement rules as established companies. In addition, U.S. GAAP requires a development stage entity to present inception-to-date information about income statement line items, cash flows, and equity transactions. For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not yet been issued or made available for issuance. The Company has elected to adopt the guidance as of June 30, 2014. The adoption did not impact the Company’s financial position or results of operations. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
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 | Total | |||||||||||||||||
Issued as of 12/31/2013 | 91,111 | 269 | 1,641 | 44,663 | 2,776 | 5,500 | 6,000 | 151,960 | |||||||||||||||||
For conversion to debt | - | (163 | ) | - | (39 | ) | - | - | (202 | ) | |||||||||||||||
Issued as of 3/31/2014 | 91,111 | 106 | 1,641 | 44,663 | 2,737 | 5,500 | 6,000 | 151,758 | |||||||||||||||||
% of Common Stock convertible into | 51.25 | % | 7.95 | % | 1.64 | % | 0 | % | 8.01 | % | 5.5 | % | 6 | % | 80.35 | % | |||||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||
Summary of common stock issued | ' | ||||||||||||||||
Shares | Common Stock | Additional Paid | Amount | ||||||||||||||
in Capital | |||||||||||||||||
For conversion of debt | 1,041,644,596 | $ | 1,041,645 | $ | - | $ | 1,041,645 | ||||||||||
1,041,644,596 | $ | 1,041,645 | $ | - | $ | 1,041,645 |
Business_and_Significant_Accou2
Business and Significant Accounting Policies (Details) | Jun. 30, 2014 |
Business and Significant Accounting Policies (Textual) | ' |
Equity Method Investment, Ownership Percentage | 80.00% |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 6 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Common Stock [Member] | Common Stock [Member] | Notes Payable fifty two [Member] | Notes Payable fifty two [Member] | |||
Notes Payable (Textual) | ' | ' | ' | ' | ' | ' |
Principal amount of note | ' | ' | ' | ' | $5,363,153 | $5,363,153 |
Common stock issued in exchange for retirement of debt, (Shares) | ' | ' | $5,007,940,161 | $5,956,329 | ' | ' |
Notes payable and accrued interest payable settled | $399,534 | $133,002 | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Summary of preferred shares issued and conversion analysis | ' |
For conversion to debt | -202 |
% of Common Stock convertible into | 80.35% |
Series A Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 91,111 |
Preferred Stock, Ending Balance | 91,111 |
% of Common Stock convertible into | 51.25% |
Series B Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 269 |
For conversion to debt | -163 |
Preferred Stock, Ending Balance | 106 |
% of Common Stock convertible into | 7.95% |
Series C Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 1,641 |
Preferred Stock, Ending Balance | 1,641 |
% of Common Stock convertible into | 1.64% |
Series D Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 44,663 |
Preferred Stock, Ending Balance | 44,663 |
% of Common Stock convertible into | 0.00% |
Series E Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 2,776 |
For conversion to debt | -39 |
Preferred Stock, Ending Balance | 2,737 |
% of Common Stock convertible into | 8.01% |
Series F Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 5,500 |
Preferred Stock, Ending Balance | 5,500 |
% of Common Stock convertible into | 5.50% |
Series G Preferred Stock [Member] | ' |
Summary of preferred shares issued and conversion analysis | ' |
Preferred Stock, Beginning Balance | 6,000 |
Preferred Stock, Ending Balance | 6,000 |
% of Common Stock convertible into | 6.00% |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Note | |
Stockholders' Equity Note (Textual) | ' |
Number of convertible notes | 6 |
Common Stock [Member] | ' |
Stockholders' Equity Note (Textual) | ' |
Value of shares issued upon partial conversion of six different notes | 2,221,725 |
Share issued upon different occasions | 5,007,940,161 |
Minimum [Member] | ' |
Stockholders' Equity Note (Textual) | ' |
Common stock price per share | 0.00015 |
Maximum [Member] | ' |
Stockholders' Equity Note (Textual) | ' |
Common stock price per share | 0.000125 |
Share_Based_Compensation_Expen1
Share Based Compensation Expense (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Schedule of share based compensation expense associated with shares issued for services | ' | ' |
Expenses associated with shares issued for services | $0 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Related Party Transactions (Textual) | ' | ' |
Related party payables and note payable to former officer | $1,319,689 | $1,319,689 |
Description of royalty agreement | 'The royalty agreement with Richard Pearce and Jeremy Alcamo was for a term of five years and expired in January 2013 The agreement provided that they were entitled to receive 5 cents per cap or 2 1/2 cents each for each bottle cap sold. | ' |
Term of royalty agreement | '5 years | ' |
Percentage of minority interest | 20.00% | ' |
Cut & Dried Productions [Member] | ' | ' |
Related Party Transactions (Textual) | ' | ' |
Interest rate on related party transaction | 6.00% | ' |
Number of note payable | 1 | ' |
Note payable aggregate principal balance | 264,598 | ' |
Richard Pearce [Member] | ' | ' |
Related Party Transactions (Textual) | ' | ' |
Related party payables and note payable to former officer | 1,000,000 | ' |
Mr. Alcamo | ' | ' |
Related Party Transactions (Textual) | ' | ' |
Related party payables and note payable to former officer | 319,689 | ' |
Deferred salary payable | 216,175 | ' |
Royalties owed in accordance with the bottle cap license agreement | 12,958 | ' |
Unsecured promissory note | $90,556 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Summary of common stock issued | ' |
Stock issued For conversion of debt, value | $1,041,645 |
For conversion to debt | -202 |
Stock issued, value | 1,041,645 |
Subsequent Event [Member] | Common Stock [Member] | ' |
Summary of common stock issued | ' |
Stock issued For conversion of debt, value | 1,041,645 |
For conversion to debt | 1,041,644,596 |
Stock issued, value | 1,041,645 |
Stock issued, shares | 1,041,644,596 |
Subsequent Event [Member] | Additional Paid-in Capital [Member] | ' |
Summary of common stock issued | ' |
Stock issued For conversion of debt, value | ' |
For conversion to debt | ' |
Stock issued, value | ' |
Stock issued, shares | ' |