Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | HEMCARE HEALTH SERVICES INC. | |
Entity Central Index Key | 1,420,368 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | Yes | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 123,225,211 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Intangible assets | $ 55,000 | |
Total assets | 55,000 | |
Current liabilities | ||
Bank overdraft | 7 | 7 |
Accounts payable and accrued liabilities | 106,656 | 38,772 |
Dividends payable | 25,448 | 25,448 |
Related party payables | 49,544 | 39,599 |
Current notes payable | 81,500 | 332,100 |
Derivative liability | 68,793 | |
Convertible notes payable, net of discounts of $0 and $6,916 | 4,900 | 23,784 |
Related party convertible notes payable, net of discounts $0 and $0 | 2,634 | |
Total current liabilities | 336,848 | 462,344 |
Related party notes payable, net of current portion | 10,000 | |
Notes payable, net of current portion | 85,000 | |
Total liabilities | 431,848 | 462,344 |
Stockholders' deficit | ||
Common stock, $0.001 par value; 275,000,000 shares authorized; 212,275,211 and 273,332,211 issued; 123,225,211 and 272,952,211 outstanding at September 30, 2017 and December 31, 2016 | 212,275 | 273,332 |
Additional paid in capital | 2,902,463 | 2,613,165 |
Other comprehensive income | 24 | 24 |
Treasury stock, 89,050,000 shares | (95,200) | (100) |
Accumulated deficit | (3,421,410) | (3,348,765) |
Total stockholders' deficit | (376,848) | (462,344) |
Total liabilities and stockholders' deficit | 55,000 | |
Series A convertible preferred stock [Member] | ||
Stockholders' deficit | ||
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized, 25,000 and 0 issued and outstanding at September 30, 2017 and December 31, 2016 | $ 25,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current liabilities | ||
Convertible notes payable, net of discounts | $ 0 | $ 6,916 |
Convertible notes payable, net of discounts related parties | $ 0 | $ 0 |
Stockholders' deficit | ||
Convertible preferred stock; par value | $ 0.001 | $ 0.001 |
Common stock; par value | $ 0.001 | $ 0.001 |
Common stock; shares authorized | 275,000,000 | 275,000,000 |
Common stock; shares issued | 212,275,211 | 273,332,211 |
Common stock; shares outstanding | 123,225,211 | 272,952,211 |
Treasury stock shares | 89,050,000 | 89,050,000 |
Series A convertible preferred stock [Member] | ||
Stockholders' deficit | ||
Convertible preferred stock; par value | $ 1 | $ 1 |
Convertible preferred stock; shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock; shares issued | 25,000 | 0 |
Convertible preferred stock; shares outstanding | 25,000 | 0 |
Common stock; par value | $ 0.10 | $ 0.10 |
Common stock; shares issued | 131,170,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statements Of Operations | ||||
Revenue | ||||
Operating expenses | ||||
General and administrative | 579 | 1,162 | 6,419 | 8,320 |
Professional fees | 3,121 | 1,228 | 14,879 | 17,116 |
Total operating expenses | 3,700 | 2,390 | 21,298 | 25,436 |
Other income (expense) | ||||
Discharge of indebtedness | 26,306 | |||
Loss on change in fair market value of derivative liability | (63,886) | (63,445) | ||
Interest expense | (5,218) | (7,994) | (14,208) | (44,525) |
Total other income (expense) | (69,104) | (7,994) | (51,347) | (44,525) |
Net income (loss) | (72,804) | (10,384) | (72,645) | (69,961) |
Preferred stock dividends declared | (1,591) | (6,448) | ||
Net income (loss) attributable to common shareholders | $ (72,804) | $ (11,975) | $ (72,645) | $ (76,409) |
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic | 153,917,570 | 190,258,081 | 200,403,394 | 158,118,401 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income (loss) from operations | $ (72,645) | $ (69,961) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Forgiveness of debt | (26,306) | |
Amortization of debt discounts | 4,900 | 28,508 |
Loss on change in fair market value of derivative liability | 63,445 | |
Excess fair market value of derivative liability charged to interest | 448 | |
Expenses paid on behalf of the company by related parties | 6,420 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | 2,252 | |
Accounts payable and accrued liabilities | 23,738 | 12,260 |
Net cash used in operating activities | (26,941) | |
Net cash used in investing activities | ||
Cash flows from financing activities | ||
Proceeds from bank overdraft | 7 | |
Repayments of related party convertible notes payable | (8,000) | |
Proceeds from convertible notes payable | 17,100 | |
Repayments of convertible notes payable | (2,500) | |
Net cash used in financing activities | 6,607 | |
Net change in cash | (20,334) | |
Cash at beginning of period | 20,334 | |
Cash at end of period | ||
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Forgiveness of related party convertible note payable | 2,634 | |
Forgiveness of related party interest payable | 606 | |
Forgiveness of convertible note payable | 23,783 | |
Forgiveness of note payable | 600 | |
Forgiveness of interest payable | 1,923 | |
Common shares issued in exchange for note payable principal | 250,000 | |
Account payable entered into for intangible asset | 55,000 | |
Accounts payable paid by related party | 3,425 | |
Accounts payable paid by convertible noteholder | 4,900 | |
Related party note payable entered into for purchase of treasury stock | 10,000 | |
Notes payable entered into for purchase of treasury stock | 85,000 | |
Related party advance for purchase of treasury stock | 100 | |
Preferred dividend declared | 6,448 | |
Preferred stock issued for repayment of note payable | 18,500 | |
Preferred stock issued for repayment of accrued interest payable | $ 31,500 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 1 - Basis of Presentation | The accompanying unaudited interim financial statements of Hemcare Health Services Inc. (formerly NSU Resources, Inc.) (collectively referred to herein as Hemcare Health Services, Hemcare, or the Company), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements for the period ended December 31, 2016 and notes thereto contained in the Companys Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the form 10-K have been omitted. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 2 - Going Concern | The Company had an accumulated deficit of $3,421,410 and a working capital deficit of $336,848 as of September 30, 2017 and had no revenues. These matters raise substantial doubt about the Companys ability to continue as a going concern. Continuation of the Companys existence depends upon its ability to obtain additional capital. Managements plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 3 - Significant Accounting Policies | Use of Estimates The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Prior Period Conformity The Company has reclassified balances in the prior period financial statements for conformity with the current period for comparison purposes. Income Taxes The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At September 30, 2017, there were no uncertain tax positions that require accrual. Intangible Asset During the nine months ended September 30, 2017, the Company entered into an agreement whereby a third party would build a web portal as part of executing our business plan. Through September 30, 2017, we had incurred $55,000 of costs to build the portal which are included in accounts payable as of September 30. The portal has yet to be launched and as such there has been no amortization recorded or impairment as of September 30, 2017. Net Income (Loss) Per Share Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. As of September 30, 2017, there was a convertible note outstanding that could convert to a total of 490,000 common shares. Because of the net loss incurred during the three and nine months ended September 30, 2017, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations. There were no potentially dilutive instruments outstanding at September 30, 2016. Derivative Liabilities The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | No salaries were paid to directors or executives during the periods ended September 30, 2017 or 2016. On January 31, 2017, the Company entered into a mutual release agreement with a related party with which there was an outstanding convertible note of $2,634 and outstanding accrued interest of $1,923. The agreement forgave the outstanding payables and they were written to $0 against additional paid in capital on the date of the agreement. During the nine months ended September 30, 2017, a related party paid $6,419 of expenses, $3,426 of outstanding payables on behalf of the company and $100 to repurchase treasury stock on behalf of the Company. The advances are due on demand and are included in current liabilities as a result. There was $49,544 and $39,599 due to related parties as of September 30, 2017 and December 31, 2016. On August 1, 2017, the Company entered into a $10,000 note payable with a related party to purchase 3,000,000 common shares as treasury stock. The note requires payments of $5,000 on July 1, 2019, $2,500 on July 1, 2020 and $2,500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. There was $10,000 of principal and accrued interest of $49 due as of September 30, 2017. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 5 - Stockholders' Equity | Series A Convertible Preferred Stock The Company is authorized to issue up to 5,000,000 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock can be converted to common shares at the option of the holder at a rate equal to $0.10 per share. During the nine months ended September 30, 2017, the Company issued 25,000 shares of Series A Convertible Preferred Stock in exchange for 2,417,000 shares of common stock. There were 25,000 and 0 shares of series A convertible preferred stock issued and outstanding as of September 30, 2017 and December 31, 2016. Additionally, the Company had accrued dividends payable on series A convertible preferred stock totaling $25,448 at September 30, 2017 and December 31, 2016. Common Stock On March 2, 2015, the Company effected a 1:50 reverse stock split. The effects of the reverse split are shown retroactively in these financial statements. The authorized common stock of the Company consists of 275,000,000 shares and carries a par value of $0.001. During the year ended December 31, 2014, the Company bought back 380,000 post-split shares of common stock into treasury from a former officer for $100. The shares are being carried as treasury shares as reflected on the balance sheet. During the year ended December 31, 2016, the Company issued 131,170,000 common shares for the conversion of 131,170 shares of Series A Preferred Stock. There was no gain or loss on this conversion During the nine months ended September 30, 2017, the Company entered into agreements with various individuals and entities to cancel a total of 71,140,000 shares of its common stock; entered into $10,000 of related party notes payable for the purchase of 3,000,000 shares of common stock; entered into $85,000 of notes payable for the purchase of 65,670,000 shares of common stock; purchased 20,000,000 common shares through an advance from a related party and 12,500,000 common shares in exchange for $250,000 of outstanding note principal. There were 212,275,211 and 273,332,211 common shares issued and 123,225,211 and 272,952,211 shares outstanding as of September 30, 2017 and December 31, 2016, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 6 - Notes Payable | During the year ended December 31, 2015, the Company entered into a note payable with an unrelated party as a settlement for payment of consulting services provided valued at $350,000. The note carries interest of 9% compounded annually and is due on November 19, 2016. During the year ended December 31, 2016, the Company issued 50,000 shares of series A convertible preferred stock as repayment of $31,500 of accrued interest and $18,500 of outstanding principal. During the nine months ended September 30, 2017, the Company issued 12,500,000 shares of common stock in exchange for $250,000 of principal and extended the maturity date to January 26, 2018. There was $81,500 and $331,500 of principal and $17,696 and $10,299 of accrued interest due as of September 30, 2017 and December 31, 2016. Accrued interest payable is included in accounts payable and accrued liabilities on the balance sheet. During the nine months ended September 30, 2017, the Company entered into an agreement with a noteholder to forgive a $600 outstanding note payable. The Company wrote the balance to $0 as a discharge of indebtedness on the statements of operations. There was $0 and $600 outstanding as of September 30, 2017 and December 31, 2016. On August 1, 2017, the Company entered into a note payable for $75,000 to purchase 52,500,000 shares of common stock. The note requires payments of $25,000 on July 1, 2019, $25,000 on July 1, 2020 and $25,0500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. There was $75,000 of principal and accrued interest of $370 due as of September 30, 2017. On August 1, 2017, the Company entered into a note payable for $10,000 to purchase 13,170,000 shares of common stock. The note requires payments of $5,000 on July 1, 2019, $2,500 on July 1, 2020 and $2,500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. There was $10,000 of principal and accrued interest of $49 due as of September 30, 2017. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 7 - Convertible Notes Payable | During the nine months ended September 30, 2017, the Company entered into an agreement with a convertible noteholder for the extinguishment the outstanding principal of the convertible note of $24,383 and interest of $1,923 for a total $26,306. There was $0 and $23,784 net of discounts outstanding at September 30, 2017 and December 31, 2016. On May 22, 2017, the Company entered into a convertible note payable for $4,900 which was paid to third parties on our behalf resulting in net cash proceeds to the Company of $0. The note carries interest at a rate of 10% per annum and is due on August 20, 2017. The note and accrued interest is convertible into common stock of the Company at a rate equal to a 50% discount from the stock price on the date of conversion if converted within the first 90 days and the lesser of a 50% discount from the stock price on the date of conversion and $0.01 if converted after 90 days. There was $4,900 of principal, debt discounts of $0 and accrued interest totaling $994 outstanding as of September 30, 2017. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 8 - Derivative Liability | As discussed in Note 3, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Companys liabilities measured at fair value as of September 30, 2017 and December 31, 2016: Level 1 Level 2 Level 3 Fair Value at September 30, 2017 Liabilities Derivative Liability $ - $ 68,793 $ - $ 68,793 Level 1 Level 2 Level 3 Fair Value at December 31, 2016 Liabilities Derivative Liability $ - $ - $ - $ - As of September 30, 2017, the Company had a $68,793 derivative liability balance on the balance sheet and recorded a loss from derivative liability fair value adjustment of $63,886 and $63,445 during the three and nine months ended September 30, 2017. The Company assessed its outstanding convertible notes payable as summarized in Note 7 Convertible Notes Payable ASC 920, Fair Value Measurements and Disclosures ASC 825, Financial Instruments. Utilizing Level 2 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the nine months ended September 30, 2017 and 2016 of $63,445 and $0, respectively. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates of 1.20%, dividend yield of 0%, expected lives of 0.50 years, and volatility of 189%. A summary of the activity of the derivative liability is shown below: Balance at December 31, 2016 $ - Derivative liabilities recorded 5,348 Change due to note conversion - Fair value adjustment 63,445 Balance at September 30, 2017 $ 68,793 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 9 - Commitments and Contingencies | During the year ended December 31, 2015, the Company issued a total of 100,000 shares of series A convertible preferred stock in exchange for a prepayment of royalties and 40 complete Ultroid systems. Additionally, as discussed in Note 6, the Company entered into two separate convertible notes payable with an unrelated party. These transactions were not approved by unanimous board consent through the Companys normal approval procedures. As such, the Company may challenge the validity of these agreements after additional review of the relevant details. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies Policies | |
Use of Estimates | The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash Equivalents | The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. |
Prior Period Conformity | The Company has reclassified balances in the prior period financial statements for conformity with the current period for comparison purposes. |
Income taxes | The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At September 30, 2017, there were no uncertain tax positions that require accrual. |
Intangible Asset | During the nine months ended September 30, 2017, the Company entered into an agreement whereby a third party would build a web portal as part of executing our business plan. Through September 30, 2017, we had incurred $55,000 of costs to build the portal which are included in accounts payable as of September 30. The portal has yet to be launched and as such there has been no amortization recorded or impairment as of September 30, 2017. |
Net Income (Loss) Per Share | Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. As of September 30, 2017, there was a convertible note outstanding that could convert to a total of 490,000 common shares. Because of the net loss incurred during the three and nine months ended September 30, 2017, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded from loss per share calculations. There were no potentially dilutive instruments outstanding at September 30, 2016. |
Derivative Liabilities | The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes. |
Recent Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Liability Tables | |
Schedule of fair value measured | Level 1 Level 2 Level 3 Fair Value at September 30, 2017 Liabilities Derivative Liability $ - $ 68,793 $ - $ 68,793 Level 1 Level 2 Level 3 Fair Value at December 31, 2016 Liabilities Derivative Liability $ - $ - $ - $ - |
Summary of activity of derivative liability | Balance at December 31, 2016 $ - Derivative liabilities recorded 5,348 Change due to note conversion - Fair value adjustment 63,445 Balance at September 30, 2017 $ 68,793 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Going Concern Details Narrative | ||
Working capital deficit | $ (336,848) | |
Accumulated deficit | $ (3,421,410) | $ (3,348,765) |
Significant Accounting Polici18
Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Account payable entered into for intangible asset | $ 55,000 | |
Convertible note [Member] | ||
Shares reserved for future issuance | 490,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 01, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | |
Accrued interest | $ 49 | $ 49 | $ 1,923 | $ 10,299 | |||
Proceeds from related party loans | 3,426 | ||||||
Related party convertible notes payable | 2,634 | 2,634 | |||||
Due to related party | 49,544 | 49,544 | 39,599 | ||||
Additional paid in capital | 2,902,463 | 2,902,463 | $ 0 | 2,613,165 | |||
Related party expenses | 579 | $ 1,162 | 6,419 | $ 8,320 | |||
Treasury stock | (95,200) | (95,200) | (100) | ||||
Related party notes payable | 10,000 | 10,000 | $ 10,000 | ||||
Treasury stock common stock | 3,000,000 | ||||||
Notes prinicipal Payments | 10,000 | 10,000 | |||||
On August 1, 2017 [Member] | |||||||
Accrued interest | $ 49 | $ 49 | |||||
Accrued interest decription | The note requires payments of $5,000 on July 1, 2019, $2,500 on July 1, 2020 and $2,500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 02, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2014 |
Treasury stock shares | 89,050,000 | 89,050,000 | ||
Dividends payable | $ 25,448 | $ 25,448 | ||
Common stock; shares authorized | 275,000,000 | 275,000,000 | ||
Common stock; shares issued | 212,275,211 | 273,332,211 | ||
Common stock; shares outstanding | 123,225,211 | 272,952,211 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Reverse stock split | 1:50 | |||
Treasury stock | $ 95,200 | $ 100 | ||
Common stock shares cancellable under agreement | 71,140,000 | |||
Common stock shares issued in exchange of notes payable, shares | 3,000,000 | |||
Common stock shares issued in exchange of notes payable, amount | $ 10,000 | |||
Exchange shares of common stock | 12,500,000 | |||
Outstanding note principal amount | $ 250,000 | |||
Related party [Member] | ||||
Common stock shares issued in exchange of notes payable, shares | 20,000,000 | |||
Notes Payable [Member] | ||||
Common stock shares issued in exchange of notes payable, shares | 65,670,000 | |||
Common stock shares issued in exchange of notes payable, amount | $ 85,000 | |||
Former officer [Member] | ||||
Treasury stock | $ 100 | |||
Former officer [Member] | Common Stock | ||||
Treasury stock shares | 380,000 | |||
Series A convertible preferred stock [Member] | ||||
Converted shares | 2,417,000 | 131,170 | ||
Convertible preferred stock; shares authorized | 5,000,000 | 5,000,000 | ||
Convertible preferred stock; shares issued | 25,000 | 0 | ||
Convertible preferred stock; shares outstanding | 25,000 | 0 | ||
Common stock; shares issued | 131,170,000 | |||
Common stock par value | $ 0.10 | $ 0.10 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 22, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2017 | |
Accrued interest | $ 49 | $ 10,299 | $ 1,923 | |||
Convertible note payable | $ 4,900 | $ 4,900 | $ 350,000 | |||
Interest rate | 10.00% | 9.00% | ||||
Debt due date | Aug. 20, 2017 | Nov. 19, 2016 | ||||
Exchange shares of common stock | 12,500,000 | |||||
Outstanding note principal amount | $ 250,000 | |||||
Maturity date | Jan. 26, 2018 | |||||
Current notes payable | $ 81,500 | 332,100 | ||||
Current notes payable net of forgiveness | 331,500 | |||||
Forgiveness of note payable | 600 | |||||
Write off other income | 0 | |||||
Notes Payable outstanding amount | $ 0 | $ 600 | ||||
Common stock shares issued in exchange of notes payable, shares | 3,000,000 | |||||
Series A convertible preferred stock [Member] | ||||||
Share issued | 50,000 | |||||
Repayment of accrued interest | $ 31,500 | |||||
Repayment of outstanding principal | $ 18,500 | |||||
On August 1, 2017 One [Member] | ||||||
Accrued interest | $ 370 | |||||
Convertible note payable | $ 75,000 | |||||
Common stock shares issued in exchange of notes payable, shares | 52,500,000 | |||||
Accrued interest decription | The note requires payments of $25,000 on July 1, 2019, $25,000 on July 1, 2020 and $25,0500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum | |||||
On August 1, 2017 [Member] | ||||||
Accrued interest | $ 49 | |||||
Convertible note payable | $ 10,000 | |||||
Common stock shares issued in exchange of notes payable, shares | 13,170,000 | |||||
Accrued interest decription | The note requires payments of $5,000 on July 1, 2019, $2,500 on July 1, 2020 and $2,500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 22, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Convertible Notes Payable Details Narrative | |||||
Extinguishment of debt, Amount | $ 24,383 | ||||
Forgiveness of interest payable | 1,923 | ||||
Forgiveness of debt | 26,306 | ||||
Convertible notes payable, net of discounts | 4,900 | $ 23,784 | |||
Convertible note payable | $ 4,900 | 4,900 | $ 350,000 | ||
Net cash proceeds | $ 0 | ||||
Interest rate | 10.00% | 9.00% | |||
Maturity date | Aug. 20, 2017 | Nov. 19, 2016 | |||
Description of common stock conversion | The note and accrued interest is convertible into common stock of the Company at a rate equal to a 50% discount from the stock price on the date of conversion if converted within the first 90 days and the lesser of a 50% discount from the stock price on the date of conversion and $0.01 if converted after 90 days. | ||||
Accrued interest | 994 | ||||
Debt discounts | $ 0 | $ 6,916 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Liabilities | ||
Derivative Liability | $ 68,793 | |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative Liability | 68,793 | |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative Liability |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Liability Details 1 | ||||
Balance at December 31, 2016 | ||||
Derivative liabilities recorded | 5,348 | |||
Change due to note conversion | ||||
Fair value adjustment | $ 63,886 | 63,445 | ||
Balance at September 30, 2017 | $ 68,793 | $ 68,793 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Derivative liability | $ 68,793 | $ 68,793 | |||
Loss on change in fair market value of derivative liability | (63,886) | $ (63,445) | |||
Risk free rates | 1.20% | ||||
Dividend yield | 0.00% | ||||
Expected lives | 6 months | ||||
Volatility | 189.00% | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Derivative liability | $ 68,793 | $ 68,793 | |||
Loss on change in fair market value of derivative liability | $ 63,445 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Series A convertible preferred stock [Member] | 12 Months Ended |
Dec. 31, 2015Number / Systemshares | |
Number of Ultroid systems | Number / System | 40 |
Shares issued | shares | 100,000 |