Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Blue Line Protection Group, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,416,697 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 126,575,282 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalent | $ 68,636 | $ 211,922 |
Accounts and other receivables | $ 201,135 | 116,891 |
Notes receivable | 46,451 | |
Prepaid expenses and deposits | $ 2,500 | 2,500 |
Total current assets | 272,271 | 377,764 |
Fixed assets, net: | ||
Machinery and equipment, net | 164,251 | 189,438 |
Property, plant and equipment | 750,000 | 750,000 |
Building improvements | 373,868 | 348,553 |
Total fixed assets | 1,288,119 | 1,287,991 |
Total assets | 1,560,390 | 1,665,755 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 414,530 | 295,863 |
Note payable | 75,000 | 2,000 |
Note payable - related parties | 183,347 | $ 288,271 |
Convertible notes payable - related parties, net of discount | 149,449 | |
Current portion of long-term debt | 678,735 | $ 3,735 |
Total current liabilities | 1,501,061 | 589,869 |
Non-current liabilities: | ||
Long-term debt | 14,166 | 691,780 |
Total non-current liabilities | 14,166 | 691,780 |
Total liabilities | $ 1,515,227 | $ 1,281,649 |
Stockholders' equity (deficit) | ||
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | ||
Common Stock, $0.001 par value, 1,400,000,000 shares authorized, 124,291,958 and 122,845,282 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 124,291 | $ 122,845 |
Common Stock, owed but not issued, 2,568,750 shares and 748,750 shares as of September 30, 2015 and December 31, 2014, respectively | 2,569 | 749 |
Additional paid-in capital | 3,719,554 | 2,788,934 |
Accumulated (deficit) | (3,801,251) | (2,528,422) |
Total stockholders' equity (deficit) | 45,163 | 384,106 |
Total liabilities and stockholders' equity (deficit) | $ 1,560,390 | $ 1,665,755 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 |
Common stock, shares issued | 124,291,958 | 122,845,282 |
Common stock, shares outstanding | 124,291,958 | 122,845,282 |
Common stock shares owed but not issued | 2,568,750 | 748,750 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 773,484 | $ 268,763 | $ 2,073,865 | $ 556,756 |
Cost of revenue | (564,440) | (261,713) | (1,352,296) | (488,113) |
Gross profit | 209,044 | 7,050 | 721,569 | 68,643 |
Expenses: | ||||
Advertising | 3,000 | 57,073 | 3,314 | 179,885 |
Depreciation | 10,558 | 9,145 | 31,353 | 17,485 |
General and administrative expenses | 451,152 | 695,230 | 1,923,400 | 2,307,819 |
Total expenses | 464,710 | 761,448 | 1,958,067 | 2,505,189 |
Operating loss | (255,666) | $ (754,398) | (1,236,498) | $ (2,436,546) |
Other expenses: | ||||
Interest expense | (1,467) | (21,761) | ||
Interest expense - related party | (13,057) | (18,258) | ||
Interest income | 195 | $ 2,382 | 3,106 | $ 3,620 |
Forgiveness of debt expense | 5,539 | 582 | ||
Total other expenses | (8,790) | $ 2,382 | (36,331) | $ 3,620 |
Net loss | $ 264,456 | $ (752,016) | $ (1,272,829) | $ (2,432,926) |
Net loss per share - basic (per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Net loss per share - fully diluted (per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - basic | 126,575,282 | 122,029,005 | 125,204,110 | 116,942,037 |
Weighted average number of common shares outstanding - fully diluted | 131,299,521 | 130,915,253 | 131,833,740 | 122,184,808 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (1,272,829) | $ (2,432,926) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation | 31,353 | 17,485 |
Stock-based compensation | $ 750,802 | 239,379 |
Shares issued for services | 938,000 | |
Shares issued for prepaid expenses | $ 120,000 | |
Amortization of discount on note payable | $ 32,535 | |
Forgiveness of debt expense | (2,000) | |
Changes in operating assets and liabilities: | ||
Decrease (Increase) in accounts receivable | $ (84,244) | $ (24,771) |
Decrease (Increase) in deposits and prepaid expenses | (2,500) | |
(Decrease) Increase in accounts payable and accrued liabilities | $ 118,668 | 156,500 |
(Decrease) Increase in long-term liabilities | (2,614) | 675,000 |
Net cash (used) by operating activities | $ (429,849) | (313,833) |
Cash flows from investing activities | ||
Issuance of notes receivable | $ (50,000) | |
Receipt of payments from notes receivable | $ 46,451 | |
Purchase of fixed assets | (29,963) | $ (1,292,497) |
Net cash (used by) investing activities | $ 16,488 | (1,342,497) |
Financing activities | ||
Donated capital | 7,106 | |
Repayment of notes payable | (25,000) | |
Proceeds from notes payable | $ 75,075 | 166,008 |
Proceeds from notes payable - related parties | (192,425) | (25,000) |
Repayment of notes payable - related parties | 87,425 | $ 293,138 |
Proceeds from convertible notes payable - related party | 250,000 | |
Issuances of common stock for cash | 50,000 | $ 1,313,462 |
Net cash provided by financing activities | 270,075 | 1,729,714 |
Net increase (decrease) in cash | (143,286) | 73,384 |
Cash - beginning of the period | 211,922 | 2,844 |
Cash - ending of the period | $ 68,636 | 76,228 |
Non-cash transactions | ||
Shares issued for fixed assets | $ 30,000 | |
Discount attributed to beneficial conversion feature, net | $ 100,551 | |
Forgiveness of accrued salary based on settlement | $ 123,994 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Basis of Presentation | Note 1 Basis of presentation for the period The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
History and organization of the
History and organization of the company | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
History and organization of the company | Note 2 History and business of the company Blue Line Protection Group, Inc. provides armed protection, financial solutions, logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, VIP and dignitary protection, and others; financial services, such as handling transportation and storage of currency; training; and compliance services. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Going Concern | Note 3 - Going concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company incurred a net loss of $1,272,829 during the nine months ended September 30, 2015, and had negative working capital at September 30, 2015. These conditions raise substantial doubt about the Companys ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Notes Receivable | Note 4 Notes receivable On May 15, 2014, the Company loaned $50,000 to a non-affiliated entity on a revolving basis at a rate of 18% per annum and due within one year from the date of issuance. During the nine months ended September 30, 2015 and 2014, interest income earned was $3,106 and $3,620, respectively. As of September 30, 2015, the loan and interest accrued thereupon was repaid in full and the principal balance of the loan is $0. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2015 | |
Fixed assets, net: | |
Fixed Assets | Note 5 Fixed assets Fixed assets consisted of the following at: September 30, 2015 December 31, 2014 Automotive vehicles $ 173,926 $ 173,926 Furniture and equipment 48,850 44,204 Fixed assets, total 222,776 218,130 Less: accumulated depreciation (58,525 ) (28,692 ) Fixed assets, net $ 164,251 $ 189,438 Depreciation expenses for the nine months ended September 30, 2015 and 2014 were $31,353 and $17,485, respectively. On July 15, 2014, the Company purchased a commercial building for a total purchase price of $750,000, for which the Company paid a down payment of $75,000 and financed the remaining $675,000 in the form of a promissory note. The note bears interest at a rate of 5% per annum on the unpaid principal balance and is due in full on July 31, 2016. Interest is paid monthly, in arrears, in the amount of $2,813 beginning August 31, 2014. Through September 30, 2015, the Company has capitalized interest related to the note in the amount of $25,316. Through September 30, 2015, approximately $373,868 in capital improvements and capitalized interest have been recorded in relation to the property. As of September 30, 2015, the Company has not yet placed the property into service and, accordingly, no depreciation expense has been recorded. |
Debt and interest expense
Debt and interest expense | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt and interest expense | Note 6 Debt and interest expense Notes Payable Non-Related Parties Through September 30, 2015, a non-affiliated third-party loaned the Company an aggregate of $2,000 in cash. The note bears no interest and is due upon demand. During the quarter ended September 30, 2015, the lender forgave the note and no longer expects to be repaid. As of September 30, 2015, the principal balance owed on this loan is $0. On February 6, 2015, the Company borrowed $50,000 in cash from one non-affiliated person. The loan was due and payable on April 6, 2015 and bears interest at a rate of 10% per annum. As of September 30, 2015 and 2014, accrued interest payable was $3,233 and $0, respectively. During the three-month periods ended September 30, 2015 and 2014, interest expense was $1,260 and $0, respectively. As of September 30, 2015, the principal balance owed on this loan is $50,000. In connection with the note, the Company is obligated to issue 100,000 shares of its common stock to the holder, for which a discount of $14,286 is attributed to the note, which was amortized over its life and recorded as interest expense. As of September 30, 2015 and 2014, $14,286 of the discount has been amortized and recorded as interest expense, leaving a balance of $0 in discounts related to this note. On April 17, 2015, the Company borrowed $25,000 in cash from one non-affiliated person. The loan was due and payable on May 1, 2015 and bears interest at a rate of 6% per annum. The note is past due and is subject to default interest of an additional 5% per month. As of September 30, 2015 and 2014, accrued interest payable was $1,203 and $0, respectively. During the three month periods ended September 30, 2015 and 2014, interest expense was $693 and $0, respectively. As of September 30, 2015, the principal balance owed on this loan is $25,000. Long Term Notes Payable On July 15, 2014, the Company purchased a commercial building for a total purchase price of $750,000, for which the Company paid a down payment of $75,000 and financed the remaining $675,000 in the form of a promissory note. The note bears interest at a rate of 5% per annum on the unpaid principal balance and is due in full on July 31, 2016. Interest is paid monthly, in arrears, in the amount of $2,813 beginning August 31, 2014. Through September 30, 2015, the Company has capitalized interest related to the note in the amount of $25,316. During the three months ended September 30, 2015 and 2014 and a total of $8,441 and $5,626 in interest payments have been made. As of December 31, 2014, the Company considered the note as a long-term note payable in the amount of $675,000. However, as of September 30, 2015, the entire $675,000 principal balance of the note is due within 12 months and has therefore been reclassified as a current liability On November 21, 2014, the Company purchased a vehicle for a purchase price of $20,827, net of discounts. The Company financed the entire amount of $20,827 at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019. As of September 30, 2015, the total principal balance of the note is $17,902, of which $14,166 is considered a long-term liability and the current portion of $3,735 is considered a current liability. |
Notes Payable - Related Party
Notes Payable - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Notes Payable - Related Party | Note 7 Notes payable Related Party Related Party Notes Payable On July 31, 2014, the Company borrowed $98,150 from an entity materially controlled by an officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of September 30, 2015, the principal balance owed on this loan is $98,150. On March 5, 2015, the Company borrowed $30,000 from an entity materially controlled by a shareholder of the Company. The loan is due and payable on demand and bears no interest. As of September 30, 2015, the principal balance owed on this loan is $30,000. Through March 31, 2015, a shareholder and former employee loaned the Company an aggregate of $286,446, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company has repaid $231,825 and through September 30, 2015, the principal balance owed on this loan is $54,621. On June 25, 2015, the Company borrowed $20,000 from a former officer, director and shareholder of the Company. The loan is due and payable on demand and bears no interest. The Company has repaid $20,000 toward this loan and as of September 30, 2015, the principal balance owed on this loan is $0. Through September 30, 2015, the Company borrowed $44,000 from an officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. The Company has repaid $43,425 and as of September 30, 2015, the principal balance owed on this loan is $575. Convertible Notes payable to Related Party In July 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Companys common stock at a per share conversion price equal to $0.025. Through September 30, 2015, the Company borrowed a total of $250,000. As of September 30, 2015, the principal balance owed on this Convertible Note is $250,000. As of September 30, 2015 and 2014, accrued interest payable was $2,041 and $0, respectively. During the three-month periods ended September 30, 2015 and 2014, interest expense was $2,041 and $0, respectively. The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $118,800 was attributed to the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. As of September 30, 2015, a total of $18,249 has been amortized and recorded as interest expense, leaving a balance of $100,551 in discounts related to the beneficial conversion feature of this note. The carrying amount of the convertible note, net of the unamortized debt discount, was $149,449 and $0 as of September 30, 2015 and 2014, respectively. |
Stockholders' equity and share-
Stockholders' equity and share-based compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Stockholders' equity and share-based compensation | Note 8 - Stockholders equity and share-based compensation The Company was originally authorized to issue 100,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock. As of September 30, 2015, the Company had 124,291,958 shares of common stock issued and outstanding and no shares of preferred stock issued or outstanding. On March 16, 2015, the Company sold 400,000 shares of its common stock for gross cash proceeds of $50,000 to a non-related entity. Restricted Stock Units The Company measures all employee share-based payment awards using a fair-value method. The Company has a policy of issuing new shares to satisfy stock option exercises and issuance of stock awards. A summary of the Companys Restricted Stock Unit (RSU) activity and related information for 2015 and 2014, is as follows: Number Of RSUs Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2014 0 $ 0.00 Granted 5,050,000 $ 0.16 Vested 2,000,000 $ 0.16 Cancelled (3,050,000) $ 0.00 Balance at September 30, 2015 2,000,000 $ 0.16 On April 24, 2015, the Company issued 1,000,000 shares of its common stock as Restricted Stock Units to a director of a subsidiary company as compensation. On September 30, 2015, the Company entered into a Settlement Agreement with this subsidiary director, whereby, subject to the terms and conditions of the settlement, the parties mutually rescinded all prior existing agreements between them, as well as all compensatory arrangements set forth therein and the director returned 750,000 shares to the Company for cancellation. During the nine months ended September 30, 2015, the Company recorded $42,500 of share-based compensation expense related to the shares vested under the original director agreement. On May 1, 2015, the Company issued an aggregate of 2,050,000 shares of its common stock as Restricted Stock Units to employees as incentive compensation. On September 30, 2015, the Company entered into Settlement Agreements with certain of these employees, whereby, subject to the terms and conditions of the settlements, the parties mutually rescinded all prior existing agreements between them, as well as all compensatory arrangements set forth therein and returned 1,533,324 shares to the Company for cancellation. During the nine months ended September 30, 2015, the Company recorded $13,778 of share-based compensation expense related to the shares vested under the original employment agreements. On May 1, 2015, the Company issued Restricted Stock Units to an employee pursuant to the satisfaction of performance conditions of his employment agreement. The employee is eligible to earn up to an aggregate of 6,000,000 restricted stock units in accordance with the following schedule: (a) 2,000,000 shares upon the Company realizing consolidated revenue of $1,000,000 and (b) an additional 2,000,000 shares for each additional $1,000,000 of consolidated revenue up to a maximum of an additional 4,000,000 shares. As of May 1, 2015, the Company issued 2,000,000 shares of its common stock to this employee. The fair market value of the common stock on the date of issuance was $0.16 per share. As of September 30, 2015, the shares were not issued and are considered to be a common stock payable in the amount of $2,000. The Company recognized compensation expense in the amount of $320,000 during the nine-month period ended September 30, 2015. Total stock-based compensation expense in connection with restricted stock units granted to employees recognized in the consolidated statement of operations for the nine-month periods ended September 30, 2015 and 2014 was $320,000 and $0, respectively. Warrants and Options All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes option valuation model, which requires the input of certain highly subjective assumptions including expected term, risk free interest rate, stock price volatility and dividend yield. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. Expected term represents the estimated time from the date of the grant until the date of exercise and is based on the simplified method provided in the Securities Exchange Commissions Staff Accounting Bulletin No. 107, which calculates the expected term as the midpoint between the vesting date and the end of the contractual term of the option. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award. The underlying assumptions used in our Black-Scholes pricing model for these options include: Expected dividend yield 0 % Expected volatility range 244% - 366 % Expected term (in years) 3 years Risk-free interest rate 0.91 % As of December 31, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock. The following is a summary of the Companys stock option activity: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2014 11,736,900 $ 0.29 Granted 1,230,000 $ 0.19 Exercised 0 $ 0.00 Vested 1,409,602 $ 0.41 Cancelled/Forfeited (10,246,900) $ 0.26 Outstanding at September 30, 2015 2,720,000 $ 0.34 Options exercisable at September 30, 2015 1,409,602 $ 0.41 The following tables summarize information about stock options outstanding and exercisable at September 30, 2015: OPTIONS OUTSTANDING AND EXERCISABLE Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.05 - 0.71 2,720,000 2.06 $ 0.34 1,409,602 $ 0.41 2,720,000 2.06 $ 0.34 1,409,602 $ 0.41 Total stock-based compensation expense in connection with options granted to employees recognized in the consolidated statement of operations for the nine-month periods ended September 30, 2015 and 2014 was $250,528 and $239,379, respectively. |
Agreements
Agreements | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Agreements | Note 9 Agreements On July 7, 2015, the Company entered into a Separation Agreement and Release in connection with the resignation of a former officer and director. As part of the Separation, the former officer released the Company from all amounts owed to him, including actual or future accrued salary and expenses. Resultantly, the Company recorded additional paid-in capital on the settlement in the amount of $123,994, during the three months ended September 30, 2015. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fixed assets, net: | |
Schedule of fixed assets | Fixed assets consisted of the following at: September 30, 2015 December 31, 2014 Automotive vehicles $ 173,926 $ 173,926 Furniture and equipment 48,850 44,204 Fixed assets, total 222,776 218,130 Less: accumulated depreciation (58,525 ) (28,692 ) Fixed assets, net $ 164,251 $ 189,438 |
Stockholders' equity and shar16
Stockholders' equity and share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restricted Stock Units (RSU) [Member] | |
Schedule of Stock option activity | A summary of the Companys Restricted Stock Unit (RSU) activity and related information for 2015 and 2014, is as follows: Number Of RSUs Weighted-Average Grant Date Fair Value Per Share Balance at December 31, 2014 0 $ 0.00 Granted 5,050,000 $ 0.16 Vested 2,000,000 $ 0.16 Cancelled (3,050,000) $ 0.00 Balance at September 30, 2015 2,000,000 $ 0.16 |
Schedule of Share-based Payment Award, Valuation Assumptions [Table Text Block] | The underlying assumptions used in our Black-Scholes pricing model for these options include: Expected dividend yield 0 % Expected volatility range 244% - 366 % Expected term (in years) 3 years Risk-free interest rate 0.91 % |
Schedule of Share-based Compensation Award, Options Outstanding and Exercisable [Table Text Block] | The following tables summarize information about stock options outstanding and exercisable at September 30, 2015: OPTIONS OUTSTANDING AND EXERCISABLE Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.05 - 0.71 2,720,000 2.06 $ 0.34 1,409,602 $ 0.41 2,720,000 2.06 $ 0.34 1,409,602 $ 0.41 |
Warrants and Options [Member] | |
Schedule of Stock option activity | The following is a summary of the Companys stock option activity: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2014 11,736,900 $ 0.29 Granted 1,230,000 $ 0.19 Exercised 0 $ 0.00 Vested 1,409,602 $ 0.41 Cancelled/Forfeited (10,246,900) $ 0.26 Outstanding at September 30, 2015 2,720,000 $ 0.34 Options exercisable at September 30, 2015 1,409,602 $ 0.41 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Going Concern Details Narrative | ||||
Net loss | $ 264,456 | $ (752,016) | $ (1,272,829) | $ (2,432,926) |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | May. 15, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Interest income | $ 195 | $ 2,382 | $ 3,106 | $ 3,620 | ||
Notes receivable | $ 46,451 | |||||
Loan [Member] | ||||||
Loan provided by the Company, issuance of note | $ 50,000 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Gross | $ 222,776 | $ 218,130 |
Less: accumulated depreciation | (58,525) | (28,692) |
Fixed assets, net | 164,251 | 189,438 |
Automobiles | ||
Property, Plant and Equipment, Gross | 173,926 | 173,926 |
Furniture and Fixtures | ||
Property, Plant and Equipment, Gross | $ 48,850 | $ 44,204 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jul. 15, 2014 | |
Fixed Assets Details Narrative | ||||||
Depreciation expense for the period | $ 10,558 | $ 9,145 | $ 31,353 | $ 17,485 | ||
Commercial building purchased | $ 750,000 | |||||
Capital improvements to building | $ 373,868 | $ 373,868 | $ 348,553 |
Debt and interest expense (Deta
Debt and interest expense (Details Narrative) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)shares | |
Non-affiliated person | |||
Loan received | $ 25,000 | ||
Accrued interest payable | $ 1,203 | 1,203 | $ 1,203 |
Interest expense on borrowings | 693 | ||
Principal balance owed | 25,000 | 25,000 | 25,000 |
Non-affiliated third-party Loan 3 | |||
Loan received | 50,000 | ||
Accrued interest payable | 3,233 | 3,233 | 3,233 |
Interest expense on borrowings | 1,260 | ||
Principal balance owed | $ 50,000 | $ 50,000 | $ 50,000 |
Number of common shares obligated to be issued | shares | 100,000 | 100,000 | 100,000 |
Non-affiliated third-party Loan 1 | |||
Loan received | $ 2,000 | ||
Principal balance owed | $ 0 | $ 0 | $ 0 |
Debt and interest expense (De22
Debt and interest expense (Details Narrative 2) - USD ($) | 3 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Nov. 21, 2014 | Jul. 15, 2014 | |
Commercial building purchased | $ 750,000 | ||||
Purchase of assets financed | $ 14,166 | $ 691,780 | |||
Interest payments | 8,441 | $ 5,626 | |||
Purchase of vehicle, amount due current | 678,735 | $ 3,735 | |||
Commercial building | |||||
Purchase of assets financed | 675,000 | ||||
Purchase of vehicle, amount due current | 675,000 | ||||
Vehicle | |||||
Purchase of assets financed | 20,827 | ||||
Vehicle purchased | $ 20,827 | ||||
Purchase of vehicle, amount due current | $ 17,902 |
Notes Payable - Related Party (
Notes Payable - Related Party (Details Narrative) - USD ($) | Jun. 25, 2015 | Mar. 31, 2015 | Mar. 05, 2015 | Jul. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Amount of loan repaid, related party | $ (87,425) | $ (293,138) | |||||
Former officer, Director and shareholder | |||||||
Proceeds from related party borrowings | $ 20,000 | ||||||
Principal balance owed | $ 0 | 0 | |||||
Amount of loan repaid, related party | 20,000 | ||||||
A shareholder | |||||||
Proceeds from related party borrowings | $ 286,446 | ||||||
Principal balance owed | 54,621 | 54,621 | |||||
Amount of loan repaid, related party | 231,825 | ||||||
Entity controlled by an officer and shareholder2 | |||||||
Proceeds from related party borrowings | $ 30,000 | ||||||
Accrued interest payable | 0 | 0 | |||||
Principal balance owed | 30,000 | 30,000 | |||||
Entity controlled by a shareholder | |||||||
Proceeds from related party borrowings | $ 98,150 | ||||||
Accrued interest payable | 0 | 0 | |||||
Principal balance owed | 98,150 | 98,150 | |||||
Arrangement with a Related Party | |||||||
Accrued interest payable | 2,041 | 2,041 | |||||
Interest expense on borrowings | 2,041 | ||||||
Convertible Notes issues | 250,000 | 250,000 | |||||
Officer and shareholder 3 | |||||||
Proceeds from related party borrowings | 44,000 | ||||||
Principal balance owed | $ 575 | 575 | |||||
Amount of loan repaid, related party | $ 43,425 |
Stockholders' equity and shar24
Stockholders' equity and share-based compensation (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants and Options [Member] | |
Stock options outstanding, at beginning of period | shares | 11,736,900 |
Stock options outstanding, weighted average exercise price at beginning of period | $ 0.29 |
Stock options granted during the period | shares | 1,230,000 |
Stock options granted, weighted average exercise price | $ 0.19 |
Stock options vested during the period | shares | 1,409,602 |
Stock options vested, weighted average exercise price | $ .41 |
Stock options cancelled during the period | shares | (10,246,900) |
Stock options cancelled, weighted average exercise price | $ .26 |
Stock options outstanding, at end of period | shares | 2,720,000 |
Stock options outstanding, weighted average exercise price, at end of period | $ .34 |
Stock options exercisable | shares | 1,409,602 |
Stock options exercisable, weighted average exercise price | $ .41 |
Restricted Stock Units (RSU) [Member] | |
Stock options outstanding, at beginning of period | shares | 0 |
Stock options outstanding, weighted average exercise price at beginning of period | $ .00 |
Stock options granted during the period | shares | 5,050,000 |
Stock options granted, weighted average exercise price | $ .16 |
Stock options vested during the period | shares | 2,000,000 |
Stock options vested, weighted average exercise price | $ .16 |
Stock options cancelled during the period | shares | (3,050,000) |
Stock options cancelled, weighted average exercise price | $ .00 |
Stock options outstanding, at end of period | shares | 2,000,000 |
Stock options outstanding, weighted average exercise price, at end of period | $ 0.16 |
Stockholders' equity and shar25
Stockholders' equity and share-based compensation (Details 2) - Warrants and Options [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Assumptions, Method Used | Black-Scholes pricing model |
Expected dividend yield | 0.00% |
Expected term (in years) | 3 years |
Risk-free interest rate | 0.91% |
Minimum [Member] | |
Minimum Expected volatility range | 234.00% |
Maximum [Member] | |
Minimum Expected volatility range | 366.00% |
Stockholders' equity and shar26
Stockholders' equity and share-based compensation (Details 3) - Warrants and Options [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Exercise Price Upper Range Limit | $ 0.05 | |
Exercise Price Lower Range Limit | $ 0.71 | |
Options Outstanding - Shares | 2,720,000 | 11,736,900 |
Options Outstanding - Weighted Average Remaining Contract Life | 2 years 22 days | |
Options Outstanding - Weighted - Average Exercise Price | $ .34 | $ 0.29 |
Number Exercisable | 1,409,602 | |
Options Exercisable - Weighted - Average Exercise Price | $ .41 |
Stockholders' equity and shar27
Stockholders' equity and share-based compensation (Details Narrative) - USD ($) | May. 01, 2015 | Mar. 16, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 24, 2015 | Dec. 31, 2014 |
Common stock issued | 400,000 | 124,291,958 | 122,845,282 | ||||
Proceeds from issuance of stock | $ 50,000 | $ 50,000 | $ 1,313,462 | ||||
Warrants and Options [Member] | |||||||
Stock-based compensation expense | $ 250,528 | 239,379 | |||||
Restricted Stock Units (RSU) [Member] | |||||||
Stock-based compensation expense | 320,000 | ||||||
Restricted Stock Units (RSU) [Member] | Employees As Incentive Compensation [Member] | |||||||
Common stock issued | 2,050,000 | ||||||
Number of common stock returned for cancellation | 1,533,324 | ||||||
Stock-based compensation expense | $ 13,778 | ||||||
Restricted Stock Units (RSU) [Member] | Employees As Incentive Compensation 3 [Member] | |||||||
Common stock issued | 2,000,000 | ||||||
Fair value of Common stock issued (per share) | $ .16 | ||||||
Stock-based compensation expense | $ 320,000 | ||||||
Restricted Stock Units (RSU) [Member] | Director [Member] | |||||||
Common stock issued | 1,000,000 | ||||||
Number of common stock returned for cancellation | 750,000 | ||||||
Stock-based compensation expense | $ 42,500 |