Blue Line Protection (BLPG) 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

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 Company’s 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 Company’s 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 Company’s 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 Commission’s 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 Company’s 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 Company’s 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 Company’s 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