6. STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | (A) Common Stock Issued for Cash |
|
On February 19, 2013, the Company issued 961,538 shares of common stock for $50,000 ($0.05/share). |
|
On March 4, 2013, the Company issued 945,537 shares of common stock for $50,000 ($0.05/share). |
|
On April 1, 2013, the Company issued 822,368 shares of common stock for $50,000 ($0.06/share). |
|
On April 15, 2013, the Company issued 884,434 shares of common stock for $75,000 ($0.08/share). |
|
On July 11, 2013 the Company issued 1,760,563 shares of common stock for $100,000 ($0.06/share). |
|
On July 25, 2013 the Company issued 1,760,563 shares of common stock for $100,000 ($0.06/share). |
|
On August 13, 2013 the Company issued 1,838,235 shares of common stock for $100,000 ($0.05/share). |
|
On September 3, 2013 the Company issued 1,923,077 shares of common stock for $100,000 ($0.05/share). |
|
On September 19, 2013 the Company issued 2,100,840 shares of common stock for $100,000 ($0.05/share). |
|
On October 3, 2013 the Company issued 2,604,167 shares of common stock for $100,000 ($0.04/share). |
|
On October 17, 2013 the Company issued 2,604,167 shares of common stock for $100,000 ($0.04/share). |
|
On December 11, 2013 the Company issued 3,063,725 shares of common stock for $125,000 ($0.04/share). |
|
On January 28, 2014 the Company issued 3,537,736 shares of common stock for $150,000 ($0.04/share). |
|
On February 18, 2014 the Company issued 3,409,091 shares of common stock for $150,000 ($0.04/share). |
|
On March 12, 2014 the Company issued 2,551,020 shares of common stock for $100,000 ($0.04/share). |
|
On April 7, 2014 the Company issued 2,212,389 shares of common stock for $100,000 ($0.05/share). |
|
On April 22, 2014 the Company issued 2,173,913 shares of common stock for $100,000 ($0.05/share). |
|
On June 10, 2014 the Company issued 3,409,091 shares of common stock for $150,000 ($0.04/share). |
|
On July 7, 2014, the Company issued 2,212,389 share of common stock for $100,000 ($0.05/share). |
|
On August 6, 2014, the Company issued 2,272,727 share of common stock for $100,000 ($0.04/share). |
|
On September 3, 2014, the Company issued 2,450,980 share of common stock for $100,000 ($0.04/share). |
|
On September 22, 2014, the Company issued 2,821,670 share of common stock for $100,000 ($0.04/share). |
|
(B) Common Stock Issued for Services |
|
Shares issued for services as mentioned below were valued at the closing price of the stock on the date of grant. |
|
On March 28, 2014, the Company issued 44,000 shares of common stock with a fair value of $2,864 ($0.065/share) to a consultant as consideration for consulting fees owed from June 1, 2012 through March 31, 2014 of $44,000. The issuance of shares resulted in gain on settlement of accounts payable of $19,136. |
|
On April 23, 2014, the Company issued 1,800,000 shares of common stock with a fair value of $111,600 ($0.062/share) to a consultant as consideration for consulting services. |
|
On October 9, 2014 the Company issued 12,000 shares with a fair value of $484 ($0.0403/share) to a consultant as consideration for consulting fees owed from April 1, 2014 through September 30, 2014 of $12,000. The consultant also received a bonus of 4,000 shares with a fair value of $161 ($0.0403/share). The issuance of shares resulted in gain on settlement of accounts payable of $11,516. |
|
(C) Common Stock Warrants |
|
On February 2, 2014, the Company issued 9,821,429 shares in connection with the cashless exercise of 10,000,000 shares of warrants. |
|
On November 21, 2012, the Company issued 10-year warrants for 10,000,000 shares with a consultant, with an exercise price of $0.001 per share. The warrants were granted for services rendered. The warrants had a fair value of $400,000, based upon the Black-Scholes option-pricing model. The Company used the following weighted average assumptions: |
|
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 283.23 | % | | | | | | | | | | | | | | |
Expected term | | 10 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.69 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On July 18, 2013, the Company issued 9,857,142 shares in connection with the cashless exercise of the 10,000,000 warrants. |
|
On July 9, 2013, the Company issued 5-year warrants for 10,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services rendered. The warrants had a fair value of $736,816, based upon the Black-Scholes option-pricing model. The Company used the following weighted average assumptions: |
|
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 183.35 | % | | | | | | | | | | | | | | |
Expected term | | 5 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.5 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On October 15, 2013, the Company issued 1-year warrants for 8,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $396,083, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon and will be exercisable beginning October 15, 2015 for a period of 12 months. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 96.35 | % | | | | | | | | | | | | | | |
|
Expected term | | 3 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.45 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon and will be exercisable beginning on the 14 th month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 86.94 | % | | | | | | | | | | | | | | |
|
Expected term | | 2 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.53 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On February 17, 2014, the Company issued 1-year warrants for 600,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $33,620, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 14 th month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 86.94 | % | | | | | | | | | | | | | | |
|
Expected term | | 2 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.53 | % | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20 th month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 86.23 | % | | | | | | | | | | | | | | |
|
Expected term | | 3 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.53 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On February 17, 2014, the Company issued 1-year warrants for 1,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $56,040, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 20 th month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 86.23 | % | | | | | | | | | | | | | | |
|
Expected term | | 3 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.53 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 123.49 | % | | | | | | | | | | | | | | |
|
Expected term | | 3 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.53 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On February 17, 2014, the Company issued 1-year warrants for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $112,110, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 123.49 | % | | | | | | | | | | | | | | |
|
Expected term | | 3 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 1.53 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
On June 4, 2014, the Company issued 3-year warrant for 3,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $171,102, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable beginning on the 32nd month anniversary of the agreement and for a period of twelve months thereafter. |
|
| | Grant Date | | | | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 86.69 | % | | | | | | | | | | | | | | |
|
Expected term | | 3 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 0.85 | % | | | | | | | | | | | | | | |
Expected forfeitures | | | 0 | % | | | | | | | | | | | | | | |
|
| | Number of | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life | | | | | | | |
Warrants | (in Years) | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Balance, December 31, 2013 | | | 18,000,000 | | | $ | 0.001 | | | 2.9 | | | | | | | |
Granted | | | 10,200,000 | | | $ | 0.001 | | | | | | | | | | |
Exercised | | | (10,000,000 | ) | | $ | - | | | | | | | | | | |
Cancelled/Forfeited | | | - | | | | | | | | | | | | | | | |
Balance, September 30, 2014December 31, 2014 | | | 18,200,000 | | | $ | 0.001 | | | | 2.1 | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Intrinsic Value | | $ | 801,900 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
For the year ended December 31, 2014, the following warrants were outstanding: |
|
Exercise Price | | | Warrants | | | Warrants | | | Weighted Average | | | Aggregate | |
Outstanding | Exercisable | Remaining Contractual Life | Intrinsic Value |
| | | | | | | | | | | | | |
$ | 0.001 | | | | 18,200,000 | | | | - | | | | 2.1 | | | | 801,900 | |
| | | | | | | | | | | | | | | | | | |
|
For the year ended December 31, 2013, the following warrants were outstanding: |
|
Exercise Price | | | Warrants | | | Warrants | | | Weighted Average | | | Aggregate | |
Outstanding | Exercisable | Remaining Contractual Life | Intrinsic Value |
| | | | | | | | | | | | | |
$ | 0.001 | | | | 28,000,000 | | | | 18,000,000 | | | | 2.9 | | | | 918,000 | |
| | | | | | | | | | | | | | | | | | |
|
(D) Amendment to Articles of Incorporation |
|
On February 16, 2009, the Company amended its articles of incorporation to amend the number and class of shares the Company is authorized to issue as follows: |
|
● | Common stock Class A, unlimited number of shares authorized, no par value | | | | | | | | | | | | | | | | | |
● | Common stock Class B, unlimited number of shares authorized, no par value | | | | | | | | | | | | | | | | | |
● | Preferred stock, unlimited number of shares authorized, no par value | | | | | | | | | | | | | | | | | |
|
Effective December 17 2013, the Company amended its articles of incorporation to designate a Series A no par value preferred stock. Two shares of Series A Preferred stock have been authorized. |
|
(E) Conversion of debt & Issuance of Convertible Preferred Stock – related party |
|
During the year ended December 31, 2013, the Company's Chief Executive Officer converted accrued payroll of $30,000 in exchange for the issuance of Series A convertible Preferred Stock (“Series A PS”). |
|
Each share of Series A PS is entitled to vote together with the holders of the Company’s common stock on all matters and is entitled to 200,000,000 votes on all such matters. Each Share of Series A PS is convertible into one share of the Company’s common stock at the holder’s option. |
|
| | Series A | | | | | | | | | | | | | | | |
PS Valuation | | | | | | | | | | | | | | |
Debt converted – related party | | $ | (30,000 | ) | | | | | | | | | | | | | | |
Valuation of Series A PS issued as consideration | | | 5,217,800 | | | | | | | | | | | | | | | |
Loss on settlement of debt | | $ | 5,187,800 | | | | | | | | | | | | | | | |
|
The valuation of the Series A PS was performed by a third party valuation expert and was based on the voting control obtained and the Company's market cap at the time of the transaction. |