Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Jun. 28, 2013 | Mar. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'eLayaway, Inc. | ' | ' |
Entity Central Index Key | '0001422992 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | $1,000,922 | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 2,640,511,601 |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $3,115 | $22,823 |
Segregated cash for customer deposits | 22,621 | 86,054 |
Other receivable | ' | 50,000 |
Prepaid expenses | ' | 47,954 |
Assets attributable to discontinued operations | ' | 536 |
Total current assets | 25,736 | 207,367 |
Property and equipment, net | 1,225 | 2,195 |
Intangibles, net | 3,413 | 3,844 |
Other assets | ' | 4,667 |
Total assets | 30,374 | 218,073 |
Notes and convertible notes, net of discounts and premiums | 1,432,954 | 1,665,991 |
Notes, convertible notes, and lines of credit payable to related parties, net of discounts | 572,258 | 427,590 |
Accounts payable | 137,165 | 165,449 |
Accounts payable to related parties | 18,920 | 18,920 |
Accrued liabilities | 388,879 | 249,110 |
Liability to guarantee equity value | ' | 25,000 |
Deposits received from customers for layaway sales | 22,160 | 85,604 |
Embedded conversion option liability | 53,570 | 64,285 |
Total current liabilities | 2,625,906 | 2,701,949 |
Total liabilities | 2,625,906 | 2,701,949 |
Commitments and contingencies (Note 10) | ' | ' |
Preferred stock, par value $0.001, 50,000,000 shares authorized | ' | ' |
Series A preferred stock, $0.001 par value, 13,942 shares designated, 0 and 0 issued and outstanding, respectively (liquidation value $0 and $0, respectively) | ' | ' |
Series B preferred stock, $0.001 par value, 13,942 shares designated, 0 and 0 issued and outstanding, respectively (liquidation value $0 and $0, respectively) | ' | ' |
Series C preferred stock, $0.001 par value, 15,712 shares designated, 0 and 0 issued and outstanding, respectively (liquidation value $0 and $0, respectively) | ' | ' |
Series D preferred stock, $0.001 par value, 9,448 shares designated, 0 and 0 issued and outstanding, respectively (liquidation value $0 and $0, respectively) | ' | ' |
Series E preferred stock, $0.001 par value, 50,000 shares designated, 3,429 and 39,699 issued and outstanding, respectively (liquidation value $170,602 and $0, respectively) | 3 | 40 |
Series F preferred stock, $0.001 par value, 50,000 shares designated, 0 and 49,243 issued and outstanding, respectively (liquidation value $50,303 and $0, respectively) | ' | 49 |
Series G preferred stock, $0.001 par value, 5,000 shares designated, 5,000 and 0 issued and outstanding, respectively (liquidation value $1,000 and $0, respectively) | 5 | ' |
Common stock, par value $0.001, 5,000,000,000 shares authorized, 603,772,470 and 3,171,543 shares issued, issuable and outstanding, respectively, and (0 and 366,805 shares issuable, respectively) | 603,772 | 3,172 |
Additional paid-in capital | 19,947,557 | 16,099,721 |
Accumulated deficit | 23,146,869 | -18,586,857 |
Total shareholders' deficiency | -2,595,532 | -2,483,876 |
Total liabilities and shareholders' deficiency | $30,374 | $218,073 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par value | $0.00 | $0.00 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 603,772,470 | 3,171,543 |
Common stock, shares issuable and outstanding | 603,772,470 | 3,171,543 |
Common stock, shares issuable | 0 | 366,805 |
Preferred Stock Series A | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 13,942 | 13,942 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation | $0 | $0 |
Preferred Stock Series B | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 13,942 | 13,942 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation | 0 | 0 |
Preferred Stock Series C | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 15,712 | 15,712 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation | 0 | 0 |
Preferred Stock Series D | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 9,448 | 9,448 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation | 0 | 0 |
Preferred Stock Series E | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 50,000 | 50,000 |
Preferred stock, shares issued | 3,429 | 39,699 |
Preferred stock, shares outstanding | 3,429 | 39,699 |
Preferred stock, liquidation | 170,602 | 0 |
Preferred Stock Series F | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 49,243 |
Preferred stock, shares outstanding | 0 | 49,243 |
Preferred stock, liquidation | 50,303 | 0 |
Series G Preferred Stock | ' | ' |
Shareholders' deficiency | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares designated | 5,000 | 5,000 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Preferred stock, liquidation | $1,000 | $0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant activity for non-employees | ' | ' |
Sales | $119,996 | $116,153 |
Cost of sales | 30,167 | 49,608 |
Gross profit (loss) | 89,829 | 66,545 |
Selling, general and administrative expenses (includes $344,978 and $492,812 for the years ended December 31, 2013 and 2012, respectively, of stock-based compensation and settlements) | 916,306 | 1,764,407 |
Loss from continuing operations | -826,477 | -1,697,862 |
Other income (expense) | ' | ' |
Other income | 28,707 | ' |
Interest expense | -346,916 | -1,149,016 |
Change in fair value of embedded conversion option liability | 6,429 | 222,150 |
Gain on conversion of accounts payable | 1,924 | 5,580 |
Loss on share repurchase | ' | -150,461 |
Gain (loss) on settlements of liabilities, net | -49,339 | 40,756 |
Gain on extinguishment of debt | ' | 198,083 |
Gain on unclaimed liabilities | ' | 98,823 |
Derivative amortization | 4,286 | ' |
Loss on settlement of payroll | -825,000 | ' |
Loss on issuance of common stock | -60,000 | ' |
Loss on disposition of discontinued operations | ' | -231,420 |
Loss on conversion of debt into common stock | -2,500,375 | -197,979 |
Total other income (expense), net | -3,741,784 | -1,163,484 |
Net loss from continuing operations | -4,568,261 | -2,861,346 |
Net loss from discontinued operations | ' | -91,248 |
Net loss | ($4,568,261) | ($2,952,594) |
Basic and diluted net loss per share - continuing operations | ($0.05) | ($4) |
Basic and diluted net loss per share - discontinued operations | ' | ($0.13) |
Basic and diluted net loss per share | ($0.05) | ($4) |
Weighted average shares outstanding - basic and diluted | 92,985,027 | 683,203 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Expected Volatility | ' | ' |
Stock-based compensation and settlements included in selling, general and administrative expenses | $344,978 | $492,812 |
Statements_of_Changes_in_Share
Statements of Changes in Shareholders' Equity (USD $) | Series E Preferred Stock | Series F Preferred Stock | Series G Preferred Stock | Common Stock Issuable | Common Stock | Additional Paid-In Capital | Loss from Discountinued Operations | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2011 | $18 | ' | ' | $1 | $241 | $13,697,245 | ' | ($15,634,263) | ($1,936,758) |
Beginning Balance, Shares at Dec. 31, 2011 | 17,979 | ' | ' | 1,147 | 241,597 | ' | ' | ' | ' |
Amortization of options | ' | ' | ' | ' | ' | 40,540 | ' | ' | 40,540 |
Warrants expense | ' | ' | ' | ' | ' | 5,571 | ' | ' | 5,571 |
Beneficial Conversion Feature | ' | ' | ' | ' | ' | 84,000 | ' | ' | 84,000 |
Common stock issued for loan fees, Shares | ' | ' | ' | ' | 347 | ' | ' | ' | ' |
Common stock issued for loan fees, Amount | ' | ' | ' | ' | 0 | 2,500 | ' | ' | 2,500 |
Common stock issued for services, Shares | ' | ' | ' | ' | 6,250 | ' | ' | ' | ' |
Common stock issued for services, Amount | ' | ' | ' | ' | 6 | 49,994 | ' | ' | 50,000 |
Conversion of payroll into Series E preferred stock, Shares | 5,952 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of payroll into Series E preferred stock, Amount | 6 | ' | ' | ' | ' | 29,994 | ' | ' | 30,000 |
Issuance of common stock to officers and directors for services, Shares | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' |
Issuance of common stock to officers and directors for services, Amount | ' | ' | ' | ' | 30 | 151,170 | ' | ' | 151,200 |
Conversion of options and warrants to common stock, Shares | ' | ' | ' | ' | 21,327 | ' | ' | ' | ' |
Conversion of options and warrants to common stock, Amount | ' | ' | ' | ' | 21 | 107,465 | ' | ' | 107,486 |
Issuable stock issued, Shares | ' | ' | ' | -1,147 | 1,147 | ' | ' | ' | ' |
Issuable stock issued, Amount | ' | ' | ' | -1 | 1 | ' | ' | ' | ' |
Issuance of common stock for acquisition of Centralized Strategic Placements, Inc., Shares | ' | ' | ' | 16,050 | 5,350 | ' | ' | ' | ' |
Issuance of common stock for acquisition of Centralized Strategic Placements, Inc., Amount | ' | ' | ' | 16 | 1 | 128,383 | ' | ' | 128,400 |
Sale of restricted stock, Shares | ' | ' | ' | 187,500 | 46,680 | ' | ' | ' | ' |
Sale of restricted stock, Amount | ' | ' | ' | 188 | 47 | 289,805 | ' | ' | 290,040 |
Subscription receivable collected Conversion of debt, Shares | ' | ' | ' | ' | 4,873 | ' | ' | ' | ' |
Subscription receivable collected Conversion of debt, Amount | ' | ' | ' | ' | 5 | 16,662 | ' | ' | 16,667 |
Issuance of warrants | ' | ' | ' | ' | ' | 25,500 | ' | ' | 25,500 |
Conversion of AP into common stock, Shares | ' | ' | ' | ' | 3,100 | ' | ' | ' | ' |
Conversion of AP into common stock, Amount | ' | ' | ' | ' | 3 | 13,897 | ' | ' | 13,900 |
Issuance of stock - guaranteed issue, Shares | ' | ' | ' | ' | 29,420 | ' | ' | ' | ' |
Issuance of stock - guaranteed issue, Amount | ' | ' | ' | ' | 29 | 134,971 | ' | ' | 135,000 |
Conversion of warrants into common stock | ' | ' | ' | ' | ' | 1,128 | ' | ' | 1,128 |
Stock issued for services, Shares | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' |
Stock issued for services, Amount | ' | ' | ' | 3 | ' | 9,997 | ' | ' | 10,000 |
Converted note payable into common stock, Shares | ' | ' | ' | 179,305 | 2,327,521 | ' | ' | ' | ' |
Converted note payable into common stock, Amount | ' | ' | ' | 179 | 2,328 | 625,305 | ' | ' | 627,812 |
Issuable issued, Shares | ' | ' | ' | -56,645 | 56,645 | ' | ' | ' | ' |
Issuable issued, Amount | ' | ' | ' | -57 | 57 | ' | ' | ' | ' |
Conversion of NP into common stock - Asher, Shares | ' | ' | ' | ' | 8,621 | ' | ' | ' | ' |
Conversion of NP into common stock - Asher, Amount | ' | ' | ' | ' | 9 | 17,232 | ' | ' | 17,241 |
Conversion of AP into Series F, Shares | ' | 18,939 | ' | ' | ' | ' | ' | ' | ' |
Conversion of AP into Series F, Amount | ' | 19 | ' | ' | ' | 30,284 | ' | ' | 30,303 |
Conversion of liabilities into Series E, Shares | 26,069 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of liabilities into Series E, Amount | 26 | ' | ' | ' | ' | 57,325 | ' | ' | 57,351 |
Reset on Southridge conversion, Shares | ' | ' | ' | 38,095 | 38,095 | ' | ' | ' | ' |
Reset on Southridge conversion, Amount | ' | ' | ' | 38 | 38 | -76 | ' | ' | ' |
Issuance of Series F for personal guarantee, Shares | ' | 30,303 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Series F for personal guarantee, Amount | ' | 30 | ' | ' | ' | 19,970 | ' | ' | 20,000 |
Repurchase of Series E in exchange for N/P, Shares | -10,301 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Series E in exchange for N/P, Amount | -10 | ' | ' | ' | ' | -6,789 | ' | ' | -6,799 |
Adjustment of derivatives due to conversions | ' | ' | ' | ' | ' | 10,714 | ' | ' | 10,714 |
Put premiums on notes | ' | ' | ' | ' | ' | 580,870 | ' | ' | 580,870 |
Conversion rescinded, Shares | ' | ' | ' | ' | -16,234 | ' | ' | ' | ' |
Conversion rescinded, Amount | ' | ' | ' | ' | -16 | -35,699 | ' | ' | -35,715 |
Gain on extinquishment of convertible debt | ' | ' | ' | ' | ' | 11,767 | ' | ' | 11,767 |
Net loss for the year ended | ' | ' | ' | ' | ' | ' | -91,248 | -2,861,346 | -2,952,594 |
Ending Balance, Amount at Dec. 31, 2012 | 40 | 49 | ' | 367 | 2,800 | 16,099,725 | -91,248 | -18,495,609 | -2,483,876 |
Ending Balance, Shares at Dec. 31, 2012 | 39,699 | 49,242 | ' | 366,805 | 2,804,738 | ' | ' | ' | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services, Shares | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' |
Common stock issued for services, Amount | ' | ' | ' | ' | 20,000 | 90,000 | ' | ' | 110,000 |
Common stock issuable issued, Shares | ' | ' | ' | -366,805 | 366,805 | ' | ' | ' | ' |
Common stock issuable issued, Amount | ' | ' | ' | -367 | 367 | ' | ' | ' | ' |
Converted note payable to common stock, Shares | ' | ' | ' | ' | 315,838,859 | ' | ' | ' | ' |
Converted note payable to common stock, Amount | ' | ' | ' | ' | 315,839 | 2,670,823 | ' | ' | 2,986,662 |
Amortization of stock options | ' | ' | ' | ' | ' | 20,270 | ' | ' | 20,270 |
Issuance of Series G preferred stock for services, Shares | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' |
Issuance of Series G preferred stock for services, Amount | ' | ' | 5 | ' | ' | 995 | ' | ' | 1,000 |
Cancellation of Series E preferred stock and conversion into a note payable, Shares | -3,556 | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of Series E preferred stock and conversion into a note payable, Amount | -4 | ' | ' | ' | ' | -52,006 | ' | ' | -52,010 |
Debt discounts amortized upon conversion | ' | ' | ' | ' | ' | 25,000 | ' | ' | 25,000 |
Converted accounts payable to common stock, Shares | ' | ' | ' | ' | 158,581 | ' | ' | ' | ' |
Converted accounts payable to common stock, Amount | ' | ' | ' | ' | 159 | 31,557 | ' | ' | 31,716 |
Converted Series E to common stock, Shares | -26,761 | ' | ' | ' | 26,761 | ' | ' | ' | ' |
Converted Series E to common stock, Amount | -27 | ' | ' | ' | 27 | ' | ' | ' | ' |
Converted Series F to common stock, Shares | ' | -49,242 | ' | ' | 49,242 | ' | ' | ' | ' |
Converted Series F to common stock, Amount | ' | -49 | ' | ' | 49 | ' | ' | ' | 0 |
Issuance of S-8 shares, Shares | ' | ' | ' | ' | 4,749,969 | ' | ' | ' | ' |
Issuance of S-8 shares, Amount | ' | ' | ' | ' | 4,750 | 945,250 | ' | ' | 950,000 |
Converted Series E to common stock and settlement, Shares | ' | ' | ' | ' | -5,952 | ' | ' | ' | ' |
Converted Series E to common stock and settlement, Amount | ' | ' | ' | ' | -6 | ' | ' | ' | ' |
Reverse liability to acquire common stock due to over issuance Adjmt., Shares | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Reverse liability to acquire common stock due to over issuance Adjmt., Amount | ' | ' | ' | ' | 3 | 473 | ' | ' | 476 |
Issance of common stock for services, Shares | ' | ' | ' | ' | 75,750,000 | ' | ' | ' | ' |
Issance of common stock for services, Amount | ' | ' | ' | ' | 75,750 | 149,250 | ' | ' | 225,000 |
Issuance of common stock for payment of liability by a third party, Shares | ' | ' | ' | ' | 12,576,800 | ' | ' | ' | ' |
Issuance of common stock for payment of liability by a third party, Amount | ' | ' | ' | ' | 12,577 | ' | ' | ' | 12,577 |
Conversion of accrued interest into common stock, Shares | ' | ' | ' | ' | 115,155,000 | ' | ' | ' | ' |
Conversion of accrued interest into common stock, Amount | ' | ' | ' | ' | 115,155 | ' | ' | ' | 115,155 |
Issuance of common stock under 3(a)(10), Shares | ' | ' | ' | ' | 69,000,000 | ' | ' | ' | ' |
Issuance of common stock under 3(a)(10), Amount | ' | ' | ' | ' | 69,000 | -38,400 | ' | ' | 30,600 |
Net loss for the year ended | ' | ' | ' | ' | ' | ' | ' | -4,568,261 | -4,568,261 |
Ending Balance, Amount at Dec. 31, 2013 | $3 | ' | $5 | ' | $616,486 | $19,943,743 | ($91,248) | ($23,063,870) | ($2,594,882) |
Ending Balance, Shares at Dec. 31, 2013 | 3,429 | ' | 5,000 | ' | 616,486,756 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($4,568,261) | ($2,952,594) |
Depreciation | 950 | 10,928 |
Amortization of intangibles | 431 | 55,520 |
Bad debt expense | ' | 1,668 |
Amortization of debt discounts to interest expense | ' | 437,833 |
Amortization of debt issue costs to interest expense | 7,167 | 38,443 |
Issuance of note for legal services | ' | 25,000 |
Issuance of note for accrued payroll | ' | 10,000 |
Deriviative loss | -4,286 | ' |
Grant of warrants for services | ' | 31,071 |
Grant of options for services | ' | 30,405 |
Common stock granted for services | 344,978 | 152,060 |
Expense for exchange of options and warrants for common stock | ' | 108,614 |
Amortization of stock-based prepaids | ' | 218,346 |
Gain on extinguishment of debt | ' | -198,083 |
Accretion of Put Premium into interest expenses | 105,018 | 9,052 |
(Gain) loss on settlement of liabilities | 3,644,074 | -46,336 |
Gain on unclaimed liabilities | ' | -98,823 |
Loss on disposition of CSP | ' | 231,420 |
Compensation expense for returned shares | ' | 150,461 |
Adjustment of derivatives for conversion of notes | ' | 241,494 |
Loss on settlement of accounts payable for common stock | ' | 804,735 |
Change in fair value of embedded conversion option liability | -6,429 | -215,731 |
Segregated cash for customer deposit | 63,433 | 69,600 |
Other receivable | 50,000 | -50,000 |
Prepaid expenses | 47,953 | 97,122 |
Other assets | ' | 8,103 |
Accounts payable | -28,284 | -193,528 |
Accounts payable to related parties | ' | 4,475 |
Accrued expenses | 139,769 | -3,868 |
Liability to guarantee equity value | -25,000 | ' |
Deposits received from customers for layaway sales | -63,444 | -40,709 |
Net cash used in operating activities | -291,931 | -1,063,322 |
Acquisition of fixed assets | ' | -901 |
Cash acquired in acquisition | ' | 2,447 |
Cash paid in acquisition | ' | -6,000 |
Net cash used in investing activities | ' | -4,454 |
Proceeds from related party loans | ' | 273,272 |
Proceeds from loans | 272,223 | 615,481 |
Repayment of loans | ' | -45,152 |
Repayment of related party loans | ' | -65,000 |
Payment of loan fee | ' | -7,500 |
Sale of common stock | ' | 290,040 |
Net cash provided by financing activities | 272,223 | 1,061,141 |
Net increase (decrease) in cash | -19,708 | -6,635 |
Cash at beginning of period | 22,823 | 29,458 |
Cash at end of period | 3,115 | 22,823 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | ' | 3,405 |
Cash paid for taxes | ' | ' |
Acquisition of Centralized Strategic Placements, Inc. | ' | 242,402 |
Reclassification of liability to equity for expiration of guarantee | ' | 135,000 |
Debt discounts for beneficial conversion features values | 15,689 | 99,616 |
Return of Series E preferred stock | ' | 6,799 |
Common stock issued for legal services | ' | 37,800 |
Debt discounts for loan fees | 2,500 | 6,000 |
Conversion of loan fees to common stock | ' | 2,500 |
Capitalization of accrued interest to convertible note payable | ' | 6,000 |
Settlement of accounts payable for Series E preferred stock | ' | 30,000 |
Conversion of related party payroll into Series E preferred stock | ' | 38,691 |
Conversion of related party liabilities into Series F preferred stock | ' | 10,765 |
Common stock issued for services | 930,001 | 60,000 |
Conversion of debt to common stock including premium | ' | 164,934 |
Conversion of accounts payable to common stock | ' | 15,500 |
Conversion of liabilities to a related party into notes payable | 82,010 | ' |
Embedded conversion option liability | ' | 24,815 |
Issuance of Series G preferred stock for services | 1,000 | ' |
Conversion of Series E preferred stock into common stock | ($712) | ' |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies | ' | ||||||||||||||||
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
Organization | |||||||||||||||||
eLayaway, Inc. (the “Company,” “we,” “us,” “our,” or “eLayaway”) is a Delaware corporation formed on December 26, 2006 as Tedom Capital, Inc. On April 16, 2010, the Company changed its name to eLayaway, Inc. | |||||||||||||||||
On March 17, 2010, the Company formed Tedom Acquisition Corp. (“TAC”), a Florida corporation, for the purpose of a reverse triangular merger with eLayaway.com, Inc., a Florida corporation (f/k/a eLayawayCOMMERCE, Inc. and eLayaway, Inc., “eLayaway.com”). On April 12, 2010, eLayaway.com merged with TAC with eLayaway.com as the surviving subsidiary of the Company. | |||||||||||||||||
eLayaway.com was a Florida limited liability company that was formed on September 8, 2005 in Florida. On September 1, 2009, the Managing Members of the Florida limited liability company filed with the State of Florida to convert the Company to a corporation. For accounting purposes, the conversion to a corporation was treated as a recapitalization and reflected retroactively for all periods presented in the accompanying consolidated financial statements. On April 19, 2010, eLayaway, Inc. changed its name to eLayawayCOMMERCE, Inc. and subsequently, on March 7, 2012, changed its name to eLayaway.com, Inc. | |||||||||||||||||
Prior to the formation of eLayaway.com, the research and development of the eLayaway concept operated under the entity Triadium, LLC. The investors and founders of Triadium, LLC then formed eLayaway, LLC to commercialize the eLayaway business concept. There were no assets or liabilities contributed to eLayaway from Triadium, LLC at the time of formation of eLayaway, LLC. | |||||||||||||||||
In April 2007, the Company formed eLayaway Australia Pty, Ltd., an Australian company. This entity is 97% owned by eLayaway and has been inactive since inception. In 2012, this entity was dissolved. | |||||||||||||||||
On February 18, 2009, the Company acquired MDIP, LLC (“MDIP”), for nominal consideration, from its three founders, who are also the founders of eLayaway. MDIP held the intellectual property rights related to the electronic payment systems and methods for which a non-provisional patent application was filed on October 17, 2006 for a Letters Patent of the United States and assigned a Utility Patent application Serial No. 11/550,301. | |||||||||||||||||
On March 25, 2009, one of the founders of eLayaway assigned the “eLayaway” trademark to the Company for nominal consideration including $6,468 of legal fees paid by the Company in 2006. | |||||||||||||||||
On March 29, 2010, the intellectual property was assigned to eLayaway.com and MDIP was dissolved. | |||||||||||||||||
On July 28, 2010, Pay4Tix.com, Inc. (“Pay4Tix,” f/k/a eLayawaySPORTS, Inc.), a Florida corporation, was formed as a subsidiary of the Company. This company was administratively dissolved on September 27, 2013. | |||||||||||||||||
On November 15, 2011, DivvyTech, Inc. (“DivvyTech”), a Florida corporation, was formed as a subsidiary of the Company. This company was administratively dissolved on September 27, 2013. | |||||||||||||||||
On January 20, 2012, PrePayGetaway.com, Inc. (“PrePayGetaway”) and PlanItPay.com, Inc. (“PlanItPay”), both Florida corporations, were formed as subsidiaries of the Company. These companies were administratively dissolved on September 27, 2013. | |||||||||||||||||
On January 25, 2012, NuVidaPaymentPlan.com, Inc. (“NuVida”), a Florida corporation, was formed as a subsidiary of the Company. This company was administratively dissolved on September 27, 2013. | |||||||||||||||||
On February 7, 2012, with an effective date of February 1, 2012, the Company acquired all of the voting capital stock of Centralized Strategic Placements, Inc. (“CSP,” see Note 2). CSP is a discontinued operation. | |||||||||||||||||
On October 1, 2012, the Company, through an Asset Purchase Agreement with Channel Worth Holdings, LLC (“Channel Worth”), sold certain assets owned by CSP. Channel Worth acquired the technology of CSP and the respective operations of CSP. The Company and Channel Worth entered into an agreement whereas Channel Worth would provide on a long-term basis, the services of the operation independently of CSP and/or the Company. See Notes 2 and 12. | |||||||||||||||||
Nature of Operations | |||||||||||||||||
The Company has evolved its technology to remove itself from being identified as a layaway only company. The Company is changing its image and branding to DivvyTech, which specializes in various payment processing methods including, but not limited to, layaway. DivvyTech's core function is to empower retailers and payment processors with an automated recurring payments administration system. This includes a robust engine with the ability to process multiple and varied payments, a dynamic system to schedule individual plans and a user-friendly interface for reporting the complexities of both. DivvyTech’s technology empowers retailers and payment processors with an automated recurring payments administration system designed to manage layaway, leasing, micro-lending, layaway-credit hybrid programs and Automated Clearing House (“ACH”) programs. Supported consumer funding sources include: ACH, cash, credit and debit cards. By providing flexible an affordable payment options, retailers and processors increase consumer spending power and enhance their user experience. | |||||||||||||||||
When requiring consumers to pay over time, DivvyTech’s innovative payment breakthrough offers unprecedented flexibility and access. The Company’s suite of products is perfect for organizations and payment processors that are looking for an autonomous and agnostic payment solution to enhance their existing products and services. This service allows both the provider and consumer to have the ability to manage the automation and distribution of the overall payment transaction process which is unique to the industry. | |||||||||||||||||
DivvyTech Powered Brands: | |||||||||||||||||
eLayaway.com is a payment processor that empowers merchants with the ability to easily and efficiently offer an automated layaway payment plan to both online and in-store customers. Consumers can use eLayaway to conveniently pay for any product or service over time and receive their order once it is paid in full. Payment processing and supporting services are handled by eLayaway while merchants provide order fulfillment. | |||||||||||||||||
NuVida Payment Plan provides prepayment solutions for patients and healthcare facilities. This patented technology provides patients with the opportunity to prepay for procedures over time without having to use credit or go into debt. NuVida is managed by HIPAA certified, payment processing professionals. | |||||||||||||||||
Pay4Tix provides a prepaid ticket solution for both teams and fans. DivvyTech's payment technology allows teams and ticketing platforms to integrate the prepayment option directly into all sales channels for new ticket sales and season ticket renewals. Pay4Tix is managed by payment processing experts with sports marketing experience. | |||||||||||||||||
PrePayGetaway provides a prepayment solution for travel companies and consumers. By leveraging DivvyTech's technology, travel professionals can create a customized recurring prepayments system. PrePayGetaway is managed by payment processing experts with travel industry experience. | |||||||||||||||||
PlanItPay consists of a robust community of registered member shoppers connecting online at eLayaway.com with affiliate merchants offering millions of consumer products and services. Thousands of secure transactions are processed weekly with membership increasing daily. PlanItPay’s proprietary technology is managed by payment processing experts with retail experience. | |||||||||||||||||
eApartado.com is the eLayaway.com platform recreated for Hispanic merchants and consumers. The site provides the same exclusive technologies offered through eLayaway.com and is managed by a team of bilingual experts. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of eLayaway and its wholly-owned subsidiaries (as of December 31, 2013), eLayaway.com, Pay4Tix (inactive), DivvyTech (inactive), NuVida (inactive), CSP (discontinued operations), PrepayGetaway (inactive), PlanItPay (inactive) and majority-owned subsidiary eLayaway Australia Pty, Ltd. (inactive). All significant inter-company balances and transactions have been eliminated in consolidation. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the valuation and purchase price allocation of assets acquired and liabilities assumed in business combinations, amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets. | |||||||||||||||||
Discontinued Operations | |||||||||||||||||
As a result of an agreement dated October 1, 2012 with a third party, the operations of CSP are reflected as a discontinued operation. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||||||||
Property, Equipment and Depreciation | |||||||||||||||||
Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred. | |||||||||||||||||
Web site Development Costs | |||||||||||||||||
The Company accounts for its web site development costs in accordance with Accounting Standards Codification (“ASC”) ASC 350-10 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“ASC 350-10”). These costs are included in intangible assets in the accompanying consolidated financial statements. | |||||||||||||||||
ASC 350-10 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application development stage. The Company amortizes the capitalized cost of software developed or obtained for internal use over an estimated life of three years. | |||||||||||||||||
Accounting for Derivatives | |||||||||||||||||
The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short term loans the carrying amounts approximate fair value due to their short maturities. | |||||||||||||||||
We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||||||
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||||||
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | |||||||||||||||||
We currently measure and report at fair value our derivative liabilities. The fair value of intangible assets has been determined using the present value of estimated future cash flows method. The fair value of derivative liabilities is measured using the Black-Scholes option pricing method. The following table summarizes our non-financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Balance at | Quoted Prices in | Significant Other | Significant | ||||||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | |||||||||||||||||
2013 | Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Trademarks | $ | 3,413 | $ | - | $ | - | $ | 3,413 | |||||||||
Total Financial Assets | $ | 3,413 | $ | - | $ | - | $ | 3,413 | |||||||||
Following is a summary of activity through December 31, 2013 of the fair value of intangible assets valued using Level 3 inputs: | |||||||||||||||||
Balance at December 31, 2012 | $ | 3,844 | |||||||||||||||
Amortization of intangibles | (431 | ) | |||||||||||||||
Ending balance at December 31, 2013 | $ | 3,413 | |||||||||||||||
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2013: | |||||||||||||||||
Balance at | Quoted Prices in | Significant Other | Significant | ||||||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | |||||||||||||||||
2013 | Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Liabilities: | |||||||||||||||||
Derivative Liabilities | $ | 53,570 | $ | - | $ | - | $ | 53,570 | |||||||||
Total Financial Assets | $ | 53,570 | $ | - | $ | - | $ | 53,570 | |||||||||
Following is a summary of activity through December 31, 2013 of the fair value of derivative liabilities valued using Level 3 inputs: | |||||||||||||||||
Balance at December 31, 2012 | $ | 70,704 | |||||||||||||||
Note inception date fair value | 24,815 | ||||||||||||||||
Change in fair value during 2013 | -41,949 | ||||||||||||||||
Ending balance at December 31, 2013 | $ | 53,570 | |||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements”. Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams as follows: | |||||||||||||||||
• | Transaction fees for each layaway, which are recognized at the point-of-sale. | ||||||||||||||||
• | eLayawayADVANTAGE™, which is a monthly consumer membership fee paid in advance each month and recognized pro rata over the service period. | ||||||||||||||||
• | eLayawayMALL commissions which are commissions earned by referring customers to merchants through the Company’s web site and are recognized by the Company at the point of sale by the third party merchant. | ||||||||||||||||
• | Cancellation fees ($25 per cancellation) which are charged to eLayaway members upon cancellation of their order and recognized on the cancellation date. | ||||||||||||||||
• | Merchant subscription fees which are either monthly merchant service fees recognized pro rata over the service period or transaction fees recognized at the point-of-sale. | ||||||||||||||||
• | Interest income derived from the escrow account which is included as other income. | ||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. | |||||||||||||||||
Advertising | |||||||||||||||||
Advertising is expensed as incurred and is included in selling, general and administrative expenses on the accompanying statement of operations. For the years ended December 31, 2013 and 2012 advertising expense for continuing operations was $6,129 and $95,678, respectively. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Prior to September 1, 2009, the Company operated as an LLC and thus had no income tax exposure. Effective September 1, 2009, the Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||||||||||||||||
Beginning September 1, 2009, the Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2013, tax years 2012, 2011, 2010 and 2009 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. | |||||||||||||||||
Effective September 1, 2009, the Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48”, (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying consolidated financial statements. | |||||||||||||||||
Net Earnings (Loss) Per Share | |||||||||||||||||
In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share consist of warrants to purchase 32,618 at December 31, 2013 shares of common stock (which are not in the money), employee options to purchase 3,907 shares of common stock (which are not in the money) and convertible notes convertible into 1,408,949,713 common shares. All of the outstanding warrants and options have exercise prices that are out of the money therefore would not be converted at the current market price. As of December 31, 2013, there were a total of 1,408,986,238 common stock equivalents that were not utilized in the computation of 2013 dilutive net loss per share as the effect was anti-dilutive. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 12). | |||||||||||||||||
Segment Information | |||||||||||||||||
In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of December 31, 2013 and 2012. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
The Company reviews new accounting standards as issued. No new standards had any material effect on these unaudited consolidated financial statements. The accounting pronouncements issued subsequent to the date of these unaudited consolidated financial statements that were considered significant by management were evaluated for the potential effect on these unaudited consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited consolidated financial statements as presented and does not anticipate the need for any future restatement of these unaudited consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2013 through the date these unaudited consolidated financial statements were issued. |
BUSINESS_ACQUISITIONS_AND_DISP
BUSINESS ACQUISITIONS AND DISPOSITIONS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Acquisitions And Dispositions | ' | ||||||||
NOTE 2 - BUSINESS ACQUISITIONS AND DISPOSITIONS | ' | ||||||||
On February 7, 2012, with an effective date of February 1, 2012, the Company acquired all of the voting capital stock of Centralized Strategic Placements, Inc. (“CSP”) in exchange for a commitment for 4,280,000 shares of common stock of the Company, 1,070,000 issuable at the date of the execution of the agreement, 1,070,000 issuable on August 1, 2012, 1,070,000 issuable on February 1, 2013, and 1,070,000 issuable on August 1, 2013. The shares were issued to Richard St. Cyr (“St. Cyr”) and Douglas Pinard (“Pinard”), the co-owners of CSP. Additionally, $3,000 in cash was paid to each of the co-owners of CSP and Convertible Promissory Notes were issued in the amount of $57,000 each to both owners. The Company recorded the transaction at $248,400, which is based on the 4,280,000 shares valued at the previous day closing price of our common stock of $0.03, or $128,400, the cash balance paid of $6,000, and the two promissory notes for a combined amount of $114,000. The two promissory notes were in default as of August 1, 2012 (see Note 7). CSP is a strategic acquisition as it owns proprietary technology in regards to an online shopping mall and has contracts with various federal government agencies, including, but not limited to, the Army Air Force Exchange Service, which in total has approximately fourteen million members in the various government agencies including the United States military. | |||||||||
The purchase price was allocated first to record identifiable acquired assets and assumed liabilities at fair value as follows: | |||||||||
Current assets | $ | 13,002 | |||||||
Property and equipment | 24,220 | ||||||||
Other assets | 346 | ||||||||
Website technology intangibles | 249,840 | ||||||||
Total assets acquired | 287,408 | ||||||||
Liabilities assumed | (39,008 | ) | |||||||
Total purchase price | $ | 248,400 | |||||||
The amounts of revenues and net losses from CSP included in the Company’s consolidated statement of operations for the year ended December 31, 2012, and the unaudited supplemental pro forma revenues and net income (loss) of the combined entity that give effect to the acquisition had it occurred January 1, 2012 is as follows: | |||||||||
Net | |||||||||
(Unaudited) | Revenues | Income (Loss) | |||||||
CSP actual from February 1, 2012 to December 31, 2012 | $ | 77,908 | $ | (91,248 | ) | ||||
In preparing the unaudited pro forma information, various assumptions were made, and the Company does not purport this information to be indicative of what would have happened had acquisition been made as of January 1, 2011, nor is it indicative of the results of future combined operations. | |||||||||
On October 1, 2012, the Company, through an Asset Purchase Agreement with Channel Worth Holdings, LLC (“Channel Worth”), sold certain assets owned by CSP. Channel Worth acquired the technology of CSP and the respective operations of CSP. The Company and Channel Worth entered into an agreement whereas Channel Worth would provide on a long-term basis, the services of the operation independently of CSP and/or the Company. In exchange for the services, the principal of Channel Worth, St. Cyr, forgave $40,000 of the note payable of $57,000 and the related accrued interest due to him, as well as any accounts payable. See Note 1 and 7. Channel Worth entered into an agreement with the Company whereas it would independently provide the services that were previously in house. | |||||||||
Disposition of Centralized Strategic Placements, Inc. | |||||||||
The operations of CSP were transferred to Channel Worth on October 1, 2012 in order to facilitate the growth quicker via a third party and to settle on the outstanding liabilities associated with the original acquisition. The consideration to be received for the transfer is 5% of net sales by Channel Worth for two years. Therefore, due to the transfer of the assets of CSP to the third party, the accounting for CSP in this period and historically would be classified as a discontinued operation. Accordingly, the Company has excluded results for CSP from its continuing operations in the Consolidated Statement of Operations for all periods presented. The following table shows the results of CSP included in the loss from discontinued operations: | |||||||||
For the Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Sales | $ | - | $ | 78,939 | |||||
Cost of sales | - | 12,154 | |||||||
Gross profit (loss) | - | 66,785 | |||||||
Selling, general and administrative expenses | - | 171,856 | |||||||
Loss from discontinued operations | - | -105,071 | |||||||
Other income (expense) | |||||||||
Interest expense | - | -916 | |||||||
Gain on settlement of debt | - | 14,739 | |||||||
Total other income (expense), net | - | 13,823 | |||||||
Net loss from discontinued operations | $ | - | $ | -91,248 | |||||
The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash | $ | - | $ | 536 | |||||
Total current assets | - | 536 | |||||||
Total assets of discontinued operations | $ | - | $ | 536 | |||||
LIABILITIES | |||||||||
Current liabilities | |||||||||
Accounts payable | $ | - | $ | - | |||||
Total current liabilities of discontinued operations | $ | - | $ | - |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern | ' |
NOTE 3 - GOING CONCERN | ' |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $4,568,261 (includes $344,978 of stock-based compensation and settlements) and used cash in operating activities of $291,931 for the year ended December 31, 2013. The Company had a working capital deficiency, stockholders’ deficiency and accumulated deficit of $2,600,170, $2,595,532 and $23,146,869, respectively, at December 31, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. | |
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SEGREGATED_CASH_FOR_CUSTOMER_D
SEGREGATED CASH FOR CUSTOMER DEPOSITS | 12 Months Ended |
Dec. 31, 2013 | |
Segregated Cash For Customer Deposits | ' |
Note 4. SEGREGATED CASH FOR CUSTOMER DEPOSITS | ' |
The Company maintains an account at a bank, which facilitates the deposit of customers’ funds during the layaway process. The account is under the control of the Company's management. Once the complete payment is made by the customer, the bank transfers via ACH the appropriate amount to the merchant for finalization of the layaway process. The funds on deposit are interest bearing for the benefit of eLayaway. As of December 31, 2013 and 2012, the Company had $22,621 and $86,054, respectively, on deposit in this account. Generally the related liability entitled "Deposits received from customers for layaway sales" should equal the cash balance, however, timing differences in transferring earned cash from the segregated bank account to the operating bank account, may result in the segregated cash balance exceeding the liability balance at any time. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property And Equipment | ' | ||||||||
Note 5. PROPERTY AND EQUIPMENT | ' | ||||||||
Property and equipment consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 126,330 | $ | 126,330 | |||||
Office equipment | 47,027 | 47,027 | |||||||
Leased equipment | 89,459 | 89,459 | |||||||
262,816 | 262,816 | ||||||||
Less: Accumulated depreciation | (261,591 | ) | (260,621 | ) | |||||
Property and equipment, net | $ | 1,225 | $ | 2,195 | |||||
Depreciation expense for continuing operations was $950 and $10,928 for the years ended December 31, 2013 and 2012, respectively. |
INTANGIBLES_NET
INTANGIBLES, NET | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangibles Net | ' | ||||||||
Note 6. INTANGIBLES, NET | ' | ||||||||
Intangibles consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Trademark | $ | 6,468 | $ | 6,468 | |||||
Web site | 303,046 | 303,046 | |||||||
309,514 | 309,514 | ||||||||
Less: Accumulated amortization | (306,101 | ) | (305,670 | ) | |||||
Intangibles, net | $ | 3,413 | $ | 3,844 | |||||
Amortization expense for continuing operations was $431 and $55,520 for the years ended December 31, 2013 and 2012, respectively. |
NOTES_AND_CONVERTIBLE_NOTES_PA
NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Notes And Convertible Notes Payable And Notes Payable Related Parties Net Of Discounts | ' | ||||||||||||||||||||||||||||||||
Note 7. NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS | ' | ||||||||||||||||||||||||||||||||
Notes and convertible notes payable, net of discounts, all classified as current at December 31, 2013 and 2012, consists of the following: | |||||||||||||||||||||||||||||||||
Notes and convertible notes, | |||||||||||||||||||||||||||||||||
net of discounts | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||||||||||
Principal, | Principal, | ||||||||||||||||||||||||||||||||
Unamortized | Put | net of | Unamortized | Put | net of | ||||||||||||||||||||||||||||
Principal | Discount | Premium | Discounts | Principal | Discount | Premium | Discounts | ||||||||||||||||||||||||||
Gary Kline (1) (2) | $ | 56,000 | $ | - | $ | - | $ | 56,000 | $ | 56,000 | $ | - | $ | - | $ | 56,000 | |||||||||||||||||
Gary Kline (1) | 55,000 | - | - | 55,000 | 55,000 | - | - | 55,000 | |||||||||||||||||||||||||
Gary Kline (1) | 75,000 | - | - | 75,000 | 75,000 | - | - | 75,000 | |||||||||||||||||||||||||
Gary Kline (1) | 23,500 | - | - | 23,500 | 23,500 | - | - | 23,500 | |||||||||||||||||||||||||
James E. Pumphrey (1) | 25,883 | - | - | 25,883 | 25,883 | - | - | 25,883 | |||||||||||||||||||||||||
Evolution Capital, LLC (1) (2) | 11,500 | - | - | 11,500 | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Evolution Capital, LLC (1) (2) | 75,000 | - | - | 75,000 | 75,000 | - | - | 75,000 | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 22,750 | - | - | 22,750 | - | - | - | - | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 20,255 | - | - | 20,255 | - | - | - | - | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 36,580 | - | - | 36,580 | - | - | - | - | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 12,990 | - | - | 12,990 | - | - | - | - | |||||||||||||||||||||||||
Marina Development, LLC (1) (2) | - | - | - | - | 19,350 | - | - | 19,350 | |||||||||||||||||||||||||
Keith Sazer (1) (2) | - | - | - | - | 5,250 | - | - | 5,250 | |||||||||||||||||||||||||
Hanson Capital, LLC (1) (2) | 98,500 | - | - | 98,500 | 100,000 | - | - | 100,000 | |||||||||||||||||||||||||
Asher Enterprises, Inc. (2) | 650 | - | 27,155 | 27,805 | 37,500 | -18,103 | 27,155 | 46,552 | |||||||||||||||||||||||||
Asher Enterprises, Inc. (2) | 39,850 | - | 38,379 | 78,229 | 53,000 | -38,379 | 38,379 | 53,000 | |||||||||||||||||||||||||
Asher Enterprises, Inc. (2) | 32,500 | - | 23,534 | 56,034 | - | - | - | - | |||||||||||||||||||||||||
KAJ Capital, LLC (1) (2) | 10,000 | - | - | 10,000 | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Robert Salie - Line of Credit (1) (2) | 400,000 | -2,805 | - | 397,195 | 400,000 | -2,805 | - | 397,195 | |||||||||||||||||||||||||
Salie Family Limited Partnership (1) (2) | 50,000 | - | - | 50,000 | 50,000 | - | - | 50,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 15,400 | - | - | 15,400 | 15,400 | - | - | 15,400 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 25,000 | - | - | 25,000 | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 35,000 | - | - | 35,000 | 35,000 | - | - | 35,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 45,000 | - | - | 45,000 | 45,000 | - | - | 45,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 55,000 | - | - | 55,000 | 55,000 | - | - | 55,000 | |||||||||||||||||||||||||
Douglas Pinard (1) | 20,000 | - | - | 20,000 | 20,000 | - | - | 20,000 | |||||||||||||||||||||||||
Richard St. Cyr (1) | 17,000 | - | - | 17,000 | 17,000 | - | - | 17,000 | |||||||||||||||||||||||||
Susan Jones (1) | 58,333 | - | - | 58,333 | 58,333 | - | - | 58,333 | |||||||||||||||||||||||||
SGI Group, LLC (1) (2) | - | - | - | - | 6,419 | - | - | 6,419 | |||||||||||||||||||||||||
Ventana Capital Partners, Inc. (1) | 20,000 | - | - | 20,000 | 20,000 | - | - | 20,000 | |||||||||||||||||||||||||
Star City Capital, LLC (1) (2) | - | - | - | - | 20,000 | - | - | 20,000 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 155,525 | - | - | 155,525 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 45,000 | - | - | 45,000 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 55,300 | - | - | 55,300 | |||||||||||||||||||||||||
Thomas Carluccio, Jr. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Thomas Carluccio, Jr. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
WHC Capital, LLC (1) (2) | - | - | - | - | 24,909 | - | - | 24,909 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 11,375 | - | - | 11,375 | |||||||||||||||||||||||||
Southridge Partners II, LP (2) | - | - | - | - | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Total | $ | 1,346,691 | $ | (2,805 | ) | $ | 89,068 | $ | 1,432,954 | $ | 1,659,744 | $ | (59,287 | ) | $ | 65,534 | $ | 1,665,991 | |||||||||||||||
(1) In default. | |||||||||||||||||||||||||||||||||
(2) Convertible. | |||||||||||||||||||||||||||||||||
Notes, convertible notes, and | |||||||||||||||||||||||||||||||||
lines of credit payable to related | |||||||||||||||||||||||||||||||||
parties, net of discounts | |||||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||||||||||
Principal, | Principal, | ||||||||||||||||||||||||||||||||
Unamortized | Put | net of | Unamortized | Put | net of | ||||||||||||||||||||||||||||
Principal | Discount | Premium | Discounts | Principal | Discount | Premium | Discounts | ||||||||||||||||||||||||||
Bruce Harmon (1) | $ | 157,260 | $ | - | $ | - | $ | 157,260 | $ | 157,260 | $ | - | $ | - | $ | 157,260 | |||||||||||||||||
Bruce Harmon (1) | 10,000 | - | - | 10,000 | 10,000 | - | - | 10,000 | |||||||||||||||||||||||||
Bruce Harmon (1) | 52,010 | - | - | 52,010 | - | - | - | - | |||||||||||||||||||||||||
Bruce Harmon (1) | 15,000 | - | - | 15,000 | - | - | - | - | |||||||||||||||||||||||||
Bruce Harmon (1) | 15,000 | - | - | 15,000 | - | - | - | - | |||||||||||||||||||||||||
Bruce Harmon (1) | 10,138 | - | - | 10,138 | - | - | - | - | |||||||||||||||||||||||||
Sergio Pinon (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Sergio Pinon (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (2) | 45,000 | - | - | 45,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (1) | 47,235 | - | - | 47,235 | 47,235 | - | - | 47,235 | |||||||||||||||||||||||||
Lakeport Business Services, Inc. - Line of Credit (1) (2) | 200,615 | - | - | 200,615 | 213,095 | - | - | 213,095 | |||||||||||||||||||||||||
Total | $ | 572,258 | $ | - | $ | - | $ | 572,258 | $ | 427,590 | $ | - | $ | - | $ | 427,590 | |||||||||||||||||
(1) In default. | |||||||||||||||||||||||||||||||||
(2) Convertible. | |||||||||||||||||||||||||||||||||
On March 12, 2009, the Company secured a note for $50,703 from Premier Bank Lending Center. The note matures on March 12, 2010, bears interest at a rate of 6%, and has monthly interest only payments. On March 12, 2010, Premier Bank Lending Center renewed the note for $50,703 to the Company. The note matures on September 12, 2010, bears interest at a rate of 6.50% and has monthly interest only payments. James E. Pumphrey, a shareholder of the Company, was a guarantor to the financing. On November 30, 2010, Mr. Pumphrey assumed the note with Premier Bank Lending Center and eLayaway.com, Inc. executed a promissory note with Mr. Pumphrey for $50,535. The note matures on May 30, 2011, bears interest at a rate of 12%, and has monthly interest only payments. On June 1, 2011 the Company and Mr. Pumphrey agreed to an extension of the loan which extended the maturity date until November 30, 2011. On November 30, 2011, the promissory note was amended and due to the lack of significant funding, the parties agreed to extend the expiration of the loan to September 30, 2012 and to set up payment terms. The Company will make principal payment starting December 15, 2011 with final payment to be made in September 30, 2012. This amendment was treated as a "Trouble Debt Restructuring" in accordance with FASB ASC 470-60. There is no gain or loss on the restructuring of the payables. The remaining principal balance as of December 31, 2013 was $25,883. This note is in default. | |||||||||||||||||||||||||||||||||
On November 2, 2009, the Company secured a note for $15,300 from Lakeport Business Services, Inc. (“Lakeport”), a company owned by Bruce Harmon (“Harmon”), CFO and Chairman of the Company (see Note 10 - Related Parties). The note bears interest at a rate of 12%. The note matured on January 1, 2010. Lakeport has agreed in an addendum to the note to defer interest payments until maturity and extended the maturity date to September 1, 2011. On June 29, 2010, an addendum to the note to add an advance of $5,025 from Lakeport to the Company was added. On October 26, 2011, this balance was converted into Series E preferred stock (see Note 12). | |||||||||||||||||||||||||||||||||
On February 10, 2010, the Company entered into a Promissory Note with Hillside Building, LLC, the landlord for the Company’s office space, for $10,000. The amount is related to the required deposit for the office space. The note has a one year term and accrues interest at the rate of 7% per annum. The note was in default as of February 10, 2011. On November 18, 2011, the Company settled the note converting it into common stock of the Company (see Note 12). | |||||||||||||||||||||||||||||||||
On April 6, 2010, the Company entered into a Convertible Promissory Note with Gary Kline (“Kline”) for $100,000. The note has a one year term and accrues or pays, at the option of Kline, interest at 12% per annum. The note was transferred to the Parent company after the reverse merger and is convertible at the option of Kline into common stock of the public Parent company at $0.25 per share on or after the maturity date of the loan. On August 9, 2010, the Company executed an addendum to the April 6, 2010 convertible promissory note. The addendum facilitates $65,000 additional working capital for the Company. The addendum also modifies the previous terms and conditions by providing a conversion rate of $0.165 per share. This modification is considered a debt extinguishment for accounting purposes due to the increase of the fair value of the embedded conversion option on the modification date before the change of the conversion rate and after the rate change. All prior debts and related discounts were removed and the Company recorded a new debt of $165,000. The Company recorded $135,000 as a Debt Discount related to the Beneficial Conversion Feature of the new note which is amortized over the remaining term of the one year note and accordingly, five months of interest of $56,250 were recorded as of December 31, 2010 and another $14,063 through February 8, 2011. On February 8, 2011, the Company modified the $165,000 convertible promissory note by decreasing the conversion price to $0.10 from $0.165. This modification qualifies for treatment as a debt extinguishment for financial accounting purposes. Therefore the $69,545 intrinsic value of the beneficial conversion feature of the old debt on the modification date was charged to additional paid-in capital as of the February 8, 2011 modification date and the new loan was recorded as $165,000 with a beneficial conversion value of $165,000 recorded as a debt discount to be amortized over the remaining term of the note. The full $165,000 discount was amortized as of the maturity date of April 5, 2011. Any remaining discount from the old debt totaling $64,687 was removed and the Company recorded a gain on extinguishment of debt of $4,858 at September 30, 2011. From April, 2011 through September, 2011, Kline sold $165,000 of the Convertible Promissory Note to some investors. Each party, simultaneous with their purchase, converted their investment into common stock for a total of 1,650,000 of common stock. Subsequently, Kline invested $165,000 into the Company under separate addendums to the Convertible Promissory Note. The new loans are due on demand. These additional loans are not treated as modifications under accounting standards. The Company also recorded $150,318 of interest expenses related to the beneficial conversion feature of the new notes. In March 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $50,000, and its apportioned accrued interest. The new conversion price is 60% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. On March 29, 2012, Mr. Kline sold $50,000 and its apportioned accrued interest of $6,000 to Southridge Partners II LP. This modification qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $50,000 was removed and the new loan was recorded as $56,000 ($50,000 principal and $6,000 accrued interest) with a stock settled debt premium of $34,000. The Company recorded the $34,000 as interest expense because the loan is due on demand. On September 20, 2012, Kline sold $25,000 to SGI Group, LLC and $30,000 to Star City Capital, LLC. On September 20, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $55,000. The new conversion price is 60% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $55,000 was removed and the new loan was recorded as $25,000 and $30,000, respectively with a combined stock settled debt premium of $55,000. The Company recorded the $55,000 as interest expense because the loan is due on demand. On October 22, 2012, Kline sold $50,000 to Southridge. On October 22, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $50,000. The new conversion price is 50% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $50,000 was removed and the new loan was recorded as $50,000 with a stock settled debt premium of $50,000. The Company recorded the $50,000 as interest expense because the loan is due on demand. On October 22, 2012, Kline sold $30,000 to Star City. On October 22, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $30,000. The new conversion price is 50% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $30,000 was removed and the new loan was recorded as $30,000 with a stock settled debt premium of $30,000. The Company recorded the $30,000 as interest expense because the loan is due on demand. On October 22, 2012, Kline sold $5,000 to SGI Group. On October 22, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $5,000. The new conversion price is 50% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $5,000 was removed and the new loan was recorded as $5,000 with a stock settled debt premium of $5,000. The Company recorded the $5,000 as interest expense because the loan is due on demand. | |||||||||||||||||||||||||||||||||
On June 18, 2010, the Company issued a promissory note in exchange for cash for $20,000 from Ventana Capital Partners, Inc. (“Ventana”), a related party that was under contract to assist the Company in its reverse merger, investor and public relations, and other pertinent roles. Additionally, the contract obligated Ventana to raise an initial $1,500,000. Ventana, due to its ownership, is a principal stockholder of the Company. The note bears interest at a rate of 1% per month. The note matures after an additional $100,000 in funding is raised. Ventana, and its principal, Ralph Amato, required that Douglas Salie, the former CEO and Chairman of the Company, use 500,000 of his personal restricted common stock in the Company as collateral at a conversion rate of $0.04 per share. In August 2010 this note was amended to increase the funding amount required for repayments to $200,000 from $100,000. This note is in default. | |||||||||||||||||||||||||||||||||
On July 6, 2010, the Company issued a Convertible Promissory Note with Dr. Robert Salie (“Dr. Salie”), the father of the Company’s former CEO, for $25,000. The principal is due in one year or upon the receipt of $150,000 in common stock sales, whichever comes first. Interest accrues at the rate of 12%. The note is convertible at the option of Dr. Salie into common stock at $0.25 per share on or after the maturity date of the loan. The Company recorded $13,340 as a Debt Discount relating to the Beneficial Conversion Feature and $11,660 as a Debt Discount related to the 50,000 warrants and an exercise price of $.25 per share that were issued as a loan fee with this debt. The Company amortized $12,500 to interest expense through December 31, 2010 based on the one year term of the note. On October 29, 2010, as a condition of the Revolving Credit Agreement with Dr. Salie and due to the lack of performance of the Company to date, the conversion price of this note was modified to be the 10 day volume weighted average price (“VWAP”) of the Company as of January 10, 2011 or $0.10, whichever is greater. On January 10, 2011, the conversion rate was, based on the formula, set at $0.10. This modification did not qualify as a debt extinguishment. The Company recorded additional debt discount of $2,245 which represents the increase in fair value of the embedded conversion option resulting from the modification. On February 12, 2011, this Note was purchased by a third party. Simultaneous with the acquisition of the Note, this Note was converted to 250,000 shares of common stock (see Note 12). Upon conversion of the note, the Company amortized the debt discount of $2,245 to interest expense. | |||||||||||||||||||||||||||||||||
On September 22, 2010, the Company issued a Promissory Note with the Salie Family Limited Partnership, which is controlled by Dr. Salie, for $50,000. The principal is due in one year or upon the receipt by the Company of $450,000 in common stock sales, whichever comes first. Interest accrues at the rate of 12%. As a condition of the financing, the Company issued 100,000 warrants in 2010 and, 25,000, 25,000, 25,000, 75,000, and 100,000 warrants in 2011 for common stock at the exercise price of $0.33, $0.25, $0.11, $0.11, $0.07, and $0.07 per share, respectively. The warrants have a five year life. The Company recorded $18,394 in 2010 and $23,500 in 2011 for the relative fair value of the warrants as a Debt Discount which was to be amortized over the term of the one year note. The values in 2011 were based upon Black-Scholes computations with the following ranges of assumptions: Volatility 135% to 143%, interest rate 0.445% to 0.86%, expected term of 5 years and stock prices from $0.06 to $$0.13. On October 29, 2010, as a condition of the Revolving Credit Agreement with Dr. Salie and due to the lack of performance by the Company, this note was amended to add a conversion feature at a price based on the 10 day VWAP of the Company as of January 10, 2011 or $0.10, whichever is greater. On January 10, 2011, the conversion rate was, based on the formula, set at $0.10. The modification of the note qualified as a debt extinguishment for accounting purposes due to the addition of the conversion feature and accordingly all remaining warrant debt discount on the modification date was expensed. This note is in default. In January 2013, Dr. Salie filed a lawsuit regarding this note (see Note 10). On August 30, 2013, a judgment was awarded to Dr. Salie. | |||||||||||||||||||||||||||||||||
On October 29, 2010, the Company executed a Revolving Credit Agreement ("LOC") with Dr. Salie in the amount of $250,000. This LOC was increased to $500,000 on February 9, 2011. The agreement, as extended in November 2011, expires on October 28, 2012 and bears interest at the rate of 12% which accrues until maturity. As of December 31, 2013, the balance was $400,000. This LOC contains a conversion provision whereby the conversion price is $0.10 which was set on January 10, 2011. At that date the exercise price exceeded the quoted stock price and therefore there was no beneficial conversion value to record. On September 12, 2011, a portion of this LOC, $150,000, was purchased by a third party. Simultaneous with the acquisition of this portion of the LOC, that portion was converted to 1,500,000 shares of common stock (see Note 11 and 12). Dr. Salie loaned another $150,000 under the LOC in September 2011. The Company recorded $60,000 as a debt discount related to the beneficial conversion feature of the additional $150,000, which is amortized over the remaining term of the LOC. The Company recorded $95,995 of interest expense as of December 31, 2013. For reporting purposes, this note is reported as a related party due to the former officer and director, Douglas Salie, the son of Dr. Salie, controlling in excess of 10% of the voting stock. This note was in default. In January 2013, Dr. Salie filed a lawsuit regarding this note (see Note 10). On August 30, 2013, a judgment was awarded to Dr. Salie. | |||||||||||||||||||||||||||||||||
On December 27, 2010, the Company executed a Revolving Credit Agreement ("LOC") with Lakeport in the amount of $100,000. The agreement expires on September 30, 2012 and bears interest at the rate of 12% which accrues until maturity. As of December 31, 2012 and December 31, 2012, the balance was $200,615 and $213,095, respectively. On October 26, 2011, $25,000 of this balance was converted into Series E preferred stock (see Note 12). This LOC contained a contingent conversion provision whereby the conversion price will be determined at an undetermined future date and at that time the LOC will become convertible. On June 7, 2012, a conversion price of $0.015 was established which was the current trading price of the Company’s stock. On October 5, 2012, the conversion price was modified to be the lesser of $0.015 or the five day VWAP. Additionally, the credit line was increased to $300,000. The modification of the LOC qualified as a debt extinguishment for accounting purposes. However, the conversion price equals the fair value of common stock at June 7, 2012, therefore the Company did not record any discount related to beneficial conversion feature. This note is in default. On October 5, 2012, the Company agreed, due to the LOC being in default, with Lakeport to amend the conversion feature to be the lesser of $0.015 or the five day VWAP. On December 20, 2013, ASC Recap was issued 39,000,000 shares of common stock in exchange for its partial purchase of $12,480 of the LOC (see Notes 10 and 12). As of December 31, 2013, the balance is $200,615. | |||||||||||||||||||||||||||||||||
On June 29, 2011, the Company executed a Revolving Credit Agreement ("LOC") with Transfer Online, Inc. (“TOL”) in the amount of $500,000. The agreement expires on December 29, 2011 and bears interest at the rate of 12% which accrues until maturity. As of September 30, 2011, the balance was $300,000. This LOC contains a conversion provision whereby the conversion price is $0.10. The Company recorded $210,000 as a Debt Discount related to the Beneficial Conversion Feature of the note. On August 17, 2011, the Company repaid $150,000 of the note. The Company amortized 1.5 months of the debt discount of $52,500 to interest expense, half of the remaining discount or $78,750 was removed from the books and the $90,000 intrinsic value of the $150,000 portion of the loan paid was charged to additional paid-in capital. The Company recognized a gain on the extinguishment of debt of $11,250. On October 26, 2011, the Company executed an addendum modifying the conversion feature to the lesser of $0.09 or 70% of the closing price prior to conversion. As the October 26, 2011 modification caused the embedded conversion option to be treated as a bifurcated derivatives, this modification is not considered a debt extinguishment for accounting purposes. Accordingly the $108,695 fair value of the embedded conversion option on the modification date was recorded as additional effective interest to debt discount and as a derivative liability. The derivative liability was adjusted to $64,286 as of September 30, 2012. All discounts were amortized to interest expense as of the debt maturity date of December 29, 2011. This note is in default. Transfer Online, Inc. is owned by Lori Livingston, the former CTO of the Company. On September 24, 2012, the Company modified the terms of the new note. It is convertible at any time into the Company’s common stock at a 50% discount to the future stock price, as defined in the amended note. On September 24, 2012, TOL sold $55,000 of this note to Southridge. On December 4, 2012, TOL sold $25,000 of this note to Marina Development, LLC. On November 20, 2012, TOL sold $6,800 principal and $8,619 accrued interest of this note to SGI Group, LLC. On December 13, 2012, TOL sold $35,000 of this note to WHC Capital, LLC. On December 28, 2012, TOL sold $45,000 of this note to Southridge. As of December 28, 2012, this note was completely purchased and assigned to third parties. | |||||||||||||||||||||||||||||||||
On October 26, 2011, the Company entered into a six month convertible note with Evolution Capital, LLC (“Evolution”), in the amount of $50,000. The interest, which accrues, is at a rate of 12% per annum. The conversion feature is the lesser of $18.00 or 70% of the closing price prior to conversion. There was a $5,000 fee to the lender for legal expenses and related expenses for the closing of the note which was recorded as debt discounts and is being amortized over the debt term. Evolution was issued 278 shares of restricted common stock in lieu of the fees. The shares were issued using the closing price of the previous day of $18.00. The convertible note contains an embedded derivative to be bifurcated from the note and reported as a liability at fair value (see Note 8). On August 27, 2012, Evolution converted $25,000 of this note into 16,234 shares of common stock at the discounted rate of $1.54 whereas the closing price on the previous day was $2.20. The Company recognized a loss on conversion of $10,714. In 2012, the ownership of the note was assigned to Buko-Evolution, LLC. On May 17, 2013, Buko-Evolution, LLC converted $10,000 into 938,287 shares of common stock (see Note 12) at a conversion rate of $0.01. A loss of $88,829 was recognized. As of December 31, 2013, this note is in default and has a balance of $11,500. | |||||||||||||||||||||||||||||||||
On December 12, 2011, the Company entered into a six month convertible note with Equity Trust Company Custodian FBO Curt Hansen beneficiary DCD Ann Hansen IRA (“Hansen”), in the amount of $100,000. The interest, which accrues, is at a rate of 12% per annum. The conversion feature is the lesser of $0.07 or 70% of the closing price prior to conversion. There was a $10,000 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue cost to be amortized over the debt term. Evolution was issued 111,112 shares of restricted common stock in lieu of the fees. The shares were issued using the closing price of the previous day of $0.07. The convertible note contains an embedded derivative to be bifurcated from the note and reported as a liability at fair value (see Note 8). This note is in default. On October 4, 2013, Hansen converted $1,500 into 1,004,689 shares of common stock based on a conversion price of $0.00149. A loss on conversion of $1,098 was recorded. | |||||||||||||||||||||||||||||||||
On January 30, 2012, the Company entered into a six month convertible note with KAJ Capital, LLC (“KAJ”), in the amount of $25,000. The interest, which accrues, is at a rate of 12% per annum. The conversion feature is the lesser of $0.036 or 70% of the closing price prior to conversion. There was a $2,500 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The third party was issued 69,444 shares of restricted common stock in lieu of the fees. The shares were issued using the average of the closing price of the previous two days of $0.03 and $0.042. On March 28, 2013, KAJ converted $15,000 of the note into 535,715 shares of common stock (see Note 8) at a 30% discount, $0.028, at a loss on conversion of $92,143. The convertible note contains an embedded derivative to be bifurcated from the note and reported as a liability at fair value (see Note 8). This note is in default as of December 31, 2013. On March 6, 2014, KAJ sold the remaining principal balance of $10,000 and accrued interest of $8,200 to Southridge for $18,200 which converted the entire balance into 185,750,000 shares of common stock (see Note 15). | |||||||||||||||||||||||||||||||||
On March 28, 2012, the Company entered into a convertible promissory note with Kline in the amount of $56,000. The note is due on September 28, 2012. The interest, which accrues, is a rate 12% per annum, and is convertible. The note is convertible at the option of the holder at $0.015 per share on or the later of the maturity date and the date of payment of the default amount. The Company recorded $56,000 as debt discount; $50,000 is related to the Beneficial Conversion Feature of the loan and $6,000 related to the loan fee. | |||||||||||||||||||||||||||||||||
On March 30, 2012, the Company entered into a convertible promissory note with Southridge in the amount of $25,000, in exchange for legal services in regards to the Equity Purchase Agreement (see Note 7 and 12). The note was due on April 1, 2013 and can be converted at the option of the holder at any time after six months from the date of the note. The interest, which accrues, is at a rate of 8% per annum, and is convertible. The conversion feature is at the current market price, defined as the average of the two lowest closing bid prices, with a 30% discount. The note is considered a stock settlement debt since any future stock issued upon conversion will have a fair market value of $35,714. The Company therefore accreted a premium of $10,714 into interest expense over the six months to the first conversion date of the note. On February 26, 2013, Southridge sold the note principal of $25,000 to Momoma Capital, LLC (“Momoma Capital”). | |||||||||||||||||||||||||||||||||
On September 4, 2012, the Company entered into a note with Lakeport in the amount of $47,235. The note matured on October 1, 2012 and accrues interest at the rate of 12% per annum. This note is in default. | |||||||||||||||||||||||||||||||||
On September 28, 2012, the Company entered into a note with Kline in the amount of $55,000. The note matured on October 10, 2012 and accrues interest at the rate of 12% per annum. This note is in default. | |||||||||||||||||||||||||||||||||
On September 28, 2012, the Company entered into a note with TOL in the amount of $55,000. The note matured on October 10, 2012 and accrues interest at the rate of 12% per annum. This note is in default. | |||||||||||||||||||||||||||||||||
On September 30, 2012, the Company entered into a note with Susan Jones, a former officer of the Company. The Company had accrued compensation of $58,333 which was converted into a note payable. The note matured on October 15, 2012 and accrued interest at the rate of 2% per annum. This note is in default. | |||||||||||||||||||||||||||||||||
On September 30, 2012, the Company entered into a note with Harmon, an officer of the Company. As part of an agreement whereas Harmon provided his personal guarantee to a liability of the Company, the Company purchased back 2,060,276 shares of Series E preferred stock (see Note 12) for the original conversion value of $157,260 and converted the liability into a note which matures on October 15, 2012 and accrues interest at the rate of 2% per annum. The Company recognized compensation expense of $150,461 in this transaction as the shares were valued at $6,799. This note is in default. | |||||||||||||||||||||||||||||||||
On October 23, 2012, the Company entered into a note with Kline for $75,000. The note has an interest rate of 12% and matured on October 31, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On October 24, 2012, the Company entered into a convertible note with Asher in the amount of $37,500. The note matures on July 26, 2013 and may be converted at any time after 180 days from the date of the note. The interest, which accrues, is at a rate of 8% per annum. The conversion feature is at the average of the lowest three days trading price for the Company’s common stock during the ten trading day period ending on the day prior to conversion, less a discount of 42%. There was a $2,500 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The note is considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $64,655. The Company therefore is accreting a premium of $27,155 into interest expense over the 180 day period to the first conversion date of the note. On May 1, 2013, Asher converted $5,800 into 483,334 shares of common stock (see Note 12) at a conversion rate of $0.012. A loss of $52,703 was recognized. On October 9, 2013, Asher converted $1,000 into 1,000,000 shares of common stock (see Note 12) at a conversion rate of $0.001. A loss of $1,400 was recognized. On October 28, 2013, Asher converted $2,300 into 4,791,667 shares of common stock (see Note 12) at a conversion rate of $.00048. A loss of $2,492 was recognized. On October 30, 2013, Asher converted $2,300 into 4,791,667 shares of common stock (see Note 12) at a conversion rate of $0.00048. A loss of $2,013 was recognized. On November 8, 2013, Asher converted $1,695 into 4,842,857 shares of common stock (see Note 12) at a conversion rate of $0.00035. A loss of $1,695 was recognized. On November 13, 2013, Asher converted $3,150 into 10,862,069 shares of common stock (see Note 12) at a conversion rate of $0.00029. A loss of $4,453 was recognized. On November 18, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $5,742 was recognized. On November 20, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $3,575 was recognized. On November 18, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $20,908 was recognized. On November 18, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $20,908 was recognized. On December 2, 2013, Asher converted $8,060 into 21,783,784 shares of common stock (see Note 12) at a conversion rate of $0.00037. A loss of $7,189 was recognized. As of December 31, 2013, the note has a principal balance of $650. | |||||||||||||||||||||||||||||||||
On November 8, 2012, Southridge purchased $50,000 of the Evolution note dated December 1, 2011. On December 5, 2012, Southridge converted $19,300 of the note into 32,166,667 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $12,867 on the conversion. On December 11, 2012, Southridge converted $19,325 of the note into 32,208,333 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $12,883 on the conversion. On January 3, 2013, under the reset clause of the note, Southridge was issued an additional 18,958,333 shares of common stock (see Note 12) at a loss of $18,958. The balance as of December 31, 2013 is $11,375. On January 3, 2013, Southridge converted $11,375 of the note into 18,958,333 shares of common stock (see Note 12) at a 50% discount, $0.0006. A loss on conversion of $15,167 was recognized. On January 9, 2013, under the reset clause of the note, Southridge was issued an additional 3,791,800 shares of common stock (see Note 12) at a loss of $3,792. The note was fully converted as of December 31, 2013. | |||||||||||||||||||||||||||||||||
On November 13, 2012, the Company entered into a note with Evolution for $75,000. The note has an interest rate of 12% and matured on November 23, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On November 15, 2012, the Company entered into a note with Harmon for $10,000 related to accrued payroll. The note has an interest rate of 12% and matured on November 25, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On November 20, 2012, SGI Group purchased $15,419 of the TOL note dated June 28, 2011. On December 12, 2012, SGI Group converted $9,000 of principal and $68 of accrued interest of the note into 15,113,467 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $6,045 on the conversion. On February 7, 2013, SGI Group converted $6,419 of principal and $169 of accrued interest of the note into 26,351,200 shares of common stock (see Note 12) at a 50% discount, $0.00025, at a loss on conversion of $19,763. The balance as of December 31, 2013 was $0. | |||||||||||||||||||||||||||||||||
On November 20, 2012, Sazer purchased $8,500 of the Kline note dated April 6, 2010. On November 23, 2012, Sazer converted $3,250 of principal and $4 of accrued interest of the note into 9,297,943 shares of common stock (see Note 12) at a 50% discount, $0.00035, at a loss on conversion of $6,044 on the conversion. On February 11, 2013, Sazer converted $5,250 of principal and $145 of accrued interest of the note into 10,790,800 shares of common stock (see Note 12) at a 50% discount, $0.00025, at a loss on conversion of $5,395. As of December 13, 2012, the balance of the note was $0. | |||||||||||||||||||||||||||||||||
On November 26, 2012, the Company entered into a note with Kline for $23,500. The note has an interest rate of 12% and matured on November 30, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On November 26, 2012, the Company entered into a note with TOL for $15,400. The note has an interest rate of 12% and matured on December 3, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On November 30, 2012, Southridge purchased and was assigned $60,126, $35,126, and $60,273 of principal and accrued interest from the Benchmark note dated October 26, 2011, the Evolution note dated October 26, 2011, and the Evolution note dated December 1, 2011, respectively, for a total of $155,525. On January 3, 2013, Southridge converted $22,750 of the principal into 37,916,667 shares of common stock at a conversion rate of $0.006 (see Note 12). A loss on conversion of $15,167 was recognized. On January 28, 2013, under the reset clause of the note, Southridge was issued an additional 25,917 shares of common stock (see Note 12) at a loss of $5,183. On February 20, 2013, Southridge converted $20,255 of the principal into 405,042 shares of common stock (see Note 12) at a 50% discount, $0.05. A loss on conversion of $60,753 was recognized. On February 27, 2013, under the reset clause of the note, Southridge was issued an additional 101,275 shares of common stock (see Note 12) at a loss of $60,753. On February 27, 2013, Southridge converted $12,150 of the principal into 303,750 shares of common stock (see Note 12) at a 50% discount, $0.40. A loss on conversion of $48,600 was recognized. On March 12, 2013, Southridge converted $24,430 of the principal into 610,750 shares of common stock (see Note 12) at a 50% discount, $0.40. A loss on conversion of $97,720 was recognized. On March 18, 2013, under the reset clause of the note, Southridge was issued an additional 203,584 shares of common stock (see Note 12) at a loss of $40,717. On March 18, 2013, Southridge converted $12,990 of the principal into 433,000 shares of common stock (see Note 12) at a 50% discount, $0.03. A loss on conversion of $73,610 was recognized. On March 22, 2013, Southridge converted $19,100 of the principal into 636,667 shares of common stock (see Note 12) at a 50% discount, $0.03. A loss on conversion of $108,233 was recognized. On April 1, 2013, Southridge converted $13,010 of the principal into 650,500 shares of common stock (see Note 12) at a 50% discount, $0.02. A loss on conversion of $58,545 was recognized. On April 1, 2013, under the reset clause of the note, Southridge was issued an additional 318,334 shares of common stock (see Note 12) at a loss of $63,667. On April 10, 2013, Southridge converted $9,440 of the principal into 944,000 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $89,680 was recognized. On April 15, 2013, Southridge converted $11,125 of the principal into 222,500,000 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $105,688 was recognized. On April 22, 2013, Southridge converted $9,975 of the principal into 997,500 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $94,763 was recognized. As of December 31, 2013, the principal balance of the note was $0. | |||||||||||||||||||||||||||||||||
On December 4, 2012, Southridge purchased $55,300 of the Reserve note. On February 11, 2013, Southridge converted $14,400 of the note into 81,008,219 shares of common stock (see Note 12) at a 50% discount, $0.00025. A loss on conversion of $66,608 was recognized. On October 3, 2013, Southridge converted $1,585 of principal and $52 of accrued interest of the note into 2,406,639 shares of common stock (see Note 12). On October 11, 2013, Southridge converted $1,563 of principal and $73 of accrued interest of the note into 2,405,268 shares of common stock (see Note 12). On October 28, 2013 converted $6,530 of principal and $53 of accrued interest of the note into 13,714,282 shares of common stock (see Note 12). On October 25, 2013, Southridge converted $3,805 of principal and $38 of accrued interest of the note into 13,724,384 shares of common stock (see Note 12). On November 1, 2013, Southridge converted $3,265 of the note into 13,725,295 shares of common stock (see Note 12) at a 50% discount, $0.00024. A loss on conversion of $4,941 was recognized. On November 12, 2013, Southridge converted $2,710 of the note into 13,719,376 shares of common stock (see Note 12) at a 50% discount, $0.0002. A loss on conversion of $4,116 was recognized. On November 20, 2013, Southridge converted $2,180 of the note into 13,734,430 shares of common stock (see Note 12) at a 50% discount, $0.00016. A loss on conversion of $6,043 was recognized. On November 22, 2013, Southridge converted $2,192 of the note into 13,718,399 shares of common stock (see Note 12) at a 50% discount, $0.00016. A loss on conversion of $19,755 was recognized. On November 25, 2013, Southridge converted $2,285 of the note into 14,295,336 shares of common stock (see Note 12) at a 50% discount, $0.00016. A loss on conversion of $29,162 was recognized. As of December 31, 2013, the balance of the note was $0. | |||||||||||||||||||||||||||||||||
On December 4, 2012, Marina $25,000 of the TOL note dated June 28, 2011. On December 11, 2012, Marina converted $5,650 principal and $13 of accrued interest of the note into 9,438,367 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $3,775. On January 23, 2013, Marina converted $15,000 principal and $247 of accrued interest of the note into 152,466 shares of common stock (see Note 12) at a 50% discount, $0.10, at a loss on conversion of $15,247. On February 12, 2013, Marina converted $4,350 principal and $100 of accrued interest of the note into 89,003 shares of common stock (see Note 12) at a 50% discount, $0.05, at a loss on conversion of $13,350. As of December 31, 2013, the note had a balance of $0. | |||||||||||||||||||||||||||||||||
On December 7, 2012, the Company entered into a note with TOL for $25,000. The note has an interest rate of 12% and matured on December 14, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On December 13, 2012, WHC purchased $35,000 of the TOL note. On December 27, 2012, WHC converted $10,091 of the note into 89,144 shares of common stock (see Note 12) at a 50% discount, $0.114, at a loss on conversion of $7,738. On January 10, 2013, WHC converted $10,536 of the principal and $315 of accrued interest of the note into 101,795 shares of common stock (see Note 12) at a 50% discount, $0.106, at a loss on conversion of $9,508. On January 18, 2013, WHC converted $10,700 of the note into 107,000 shares of common stock (see Note 12) at a 50% discount, $0.05, at a loss on conversion of $10,700. On February 5, 2013, WHC converted $3,673 of the note into 55,098 shares of common stock (see Note 8) at a 50% discount, $0.0666, at a loss on conversion of $7,346. As of December 31, 2013, the note had a balance of $0. | |||||||||||||||||||||||||||||||||
On December 14, 2012, the Company entered into a note with TOL for $35,000. The note has an interest rate of 12% and matured on December 18, 2012. This note is in default. | |||||||||||||||||||||||||||||||||
On December 21, 2012, the Company entered into a convertible note with Asher in the amount of $53,000. The note matures on September 26, 2013 and may be converted at any time after 180 days from the date of the note. The interest, which accrues, is at a rate of 8% per annum. The conversion feature is at the average of the lowest three days trading price for the Company’s common stock during the ten trading day period ending on the day prior to conversion, less a discount of 42%. There was a $3,000 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The note is considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $91,379. The Company therefore is accreting a premium of $38,379 into interest expense over the 180 day period to the first conversion date of the note. The funding of the note was on January 2, 2013 therefore the $50,000 was recorded as a receivable (see Note 12). On December 5, 2013, Asher converted $3,150 into 9,000,000 shares of common stock (see Note 12) at a conversion rate of $0.00035. A loss of $3,150 was recognized. On December 16, 2013, Asher converted $5,000 into 21,739,130 shares of common stock at a conversion price of $0.00023. A loss on conversion of $8,043 was recognized. On December 19, 2013, Asher converted $5,000 into 21,739,130 shares of common stock at a conversion price of $0.00023. A loss on conversion of $1,522 was recognized. On January 2, 2014, Asher converted $5,000 into 21,739,130 shares of common stock at a conversion price of $0.00023 (see Note 15). A loss on conversion of $3,696 will be recognized. On January 10, 2014, Asher converted $5,640 into 47,000,000 shares of common stock at a conversion price of $0.00012 (see Note 15). A loss on conversion of $8,460 will be recognized. On January 22, 2014, Asher converted $5,175 into 51,750,000 shares of common stock at a conversion price of $0.0001 (see Note 15). A loss on conversion of $10,350 will be recognized. On January 28, 2014, Asher converted $5,175 into 51,750,000 shares of common stock at a conversion price of $0.0001 (see Note 15). A loss on conversion of $10,350 will be recognized. On January 30, 2014, Asher converted $5,175 into 51,750,000 shares of common stock at a conversion price of $0.0001 (see Note 15). A loss on conversion of $10,350 will be recognized. On February 7, 2014, Asher converted $3,105 into 51,750,000 shares of common stock at a conversion price of $0.00006 (see Note 15). A loss on conversion of $2,070 will be recognized. On February 11, 2014, Asher converted $3.105 into 51.750.000 shares of common stock at a conversion price of $0.00006 (see Note 15). A loss on conversion of $7,245 will be recognized. On February 14, 2014, Asher converted $1,265 of principal and accrued interest of $2,120 into 56,416,667 shares of common stock at a conversion price of $0.00006 (see Note 15). A loss on conversion of $2,257 will be recognized. As of December 31, 2013, the balance was $39,850. | |||||||||||||||||||||||||||||||||
On December 28, 2012, Southridge purchased $45,000 of the TOL note dated June 28, 2011. On January 28, 2013, Southridge converted $28,100 of the note into 62,444,444 shares of common stock (see Note 12) at a 50% discount, $0.09. A loss on conversion of $34,344 was recognized. On February 5, 2013, Southridge converted $7,650 of the note into 127,500 shares of common stock (see Note 12) at a 50% discount, $0.06. A loss on conversion of $17,850 was recognized. On February 6, 2013, Southridge converted $5,750 of the note into 115,000 shares of common stock (see Note 12) at a 50% discount, $0.05. A loss on conversion of $17,250 was recognized. On March 5, 2013, Southridge converted $20,375 of the note into 509,375 shares of common stock (see Note 12) at a 50% discount, $0.04. A loss on conversion of $81,500 was recognized. On May 4, 2013, Southridge converted $8,525 of the note into 852,500 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $80,988 was recognized. The principal balance of the note as of December 31, 2013 was $0. | |||||||||||||||||||||||||||||||||
On December 31, 2012, the Company entered into a note with TOL for $45,000. The note has an interest rate of 12% and matured on January 7, 2013. The note was in default after the date of this Report. | |||||||||||||||||||||||||||||||||
On January 21, 2013, the Company entered into a note with Harmon for $52,010. The note has an interest rate of 12% and matured on January 24, 2013. The note was in default as of date of this Report. | |||||||||||||||||||||||||||||||||
On January 30, 2013, the Company entered into a note with Evolution for $22,750. The note has an interest rate of 12% and matured on February 7, 2013. The note was in default as of the date of this Report. | |||||||||||||||||||||||||||||||||
On January 31, 2013, the Company entered into a convertible note with Asher in the amount of $32,500. The note matured on November 4, 2013 and may be converted at any time after 180 days from the date of the note. The interest, which accrues, is at a rate of 8% per annum. The conversion feature is at the average of the lowest three days trading price for the Company’s common stock during the ten trading day period ending on the day prior to conversion, less a discount of 42%. There was a $2,500 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The note is considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $56,034. The Company therefore is accreting a premium of $23,534 into interest expense over the 180 day period to the first conversion date of the note. On February 20, 2014, Asher converted $9,100 into 113,750,000 shares of common stock at a conversion price of $0.00008 (see Note 15). A loss on conversion of $13,650 will be recognized. On February 24, 2014, Asher converted $13,700 into 114,166,667 shares of common stock at a conversion price of $0.00012 (see Note 15). A loss on conversion of $9,133 will be recognized. On February 27, 2014, Asher converted $9,700 of principal and accrued interest of $1,300 into 91,666,667 shares of common stock at a conversion price of $0.00012 (see Note 15). A loss on conversion of $16,500 will be recognized. | |||||||||||||||||||||||||||||||||
On February 15, 2013, the Company entered into a note with Harmon for $15,000 in regards to accrued compensation from January 1, 2013 through February 15, 2013. The note has an interest rate of 12% and matured on February 25, 2013. The note was in default as of the date of this Report. | |||||||||||||||||||||||||||||||||
On February 26, 2013, Momoma Capital purchased from Southridge a note dated March 30, 2012 for $25,000. On February 26, 2013, Momoma Capital converted $13,100 of the principal and $1,825 of accrued interest of the note into 213,210 shares of common stock (see Note 12) at a 50% discount, $0.07, at a loss on conversion of $27,717. On April 3, 2013, Momoma Capital converted $11,900 of the principal and $1,658 of accrued interest of the note into 484,209 shares of common stock (see Note 12) at a 50% discount, $0.028, at a loss of $41,642. As of December 31, 2013, the balance of the note was $0. | |||||||||||||||||||||||||||||||||
On February 27, 2013, the Company entered into a note with Evolution for $20,255. The note has an interest rate of 12% and matured on March 1, 2013. The note is in default. | |||||||||||||||||||||||||||||||||
On March 11, 2013, the Company entered into a note with Evolution for $36,580. The note has an interest rate of 12% and matured on March 15, 2013. The note is in default. | |||||||||||||||||||||||||||||||||
On March 22, 2013, the Company entered into a note with Evolution for $19,100. The note has an interest rate of 12% and matured on March 25, 2013. The note is in default. | |||||||||||||||||||||||||||||||||
On March 28, 2013, the Company entered into a note with Evolution for $62,650. The note has an interest rate of 12% and matured on April 1, 2013. The note is in default. | |||||||||||||||||||||||||||||||||
On March 31, 2013, the Company entered into a note with Harmon for $15,000 in regards to accrued compensation from February 16, 2013 – March 31, 2013. The note has an interest rate of 12% and matured on April 10, 2013. The note is in default. | |||||||||||||||||||||||||||||||||
On April 1, 2013, the Company entered into a note with Harmon for $10,138 in regards to accounts payable due to Harmon as of April 1, 2013. The note has an interest rate of 12% and matured on April 10, 2013. The note is in default. | |||||||||||||||||||||||||||||||||
On November 14, 2013, the Company entered into a consulting agreement with Lakeport for one year to provide accounting and administrative services including the preparation of SEC filings. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. A note will be prepared on the first day of each month for that month’s service. For November 2013, the note was dated November 14, 2013. Each note bears interest of 12% per annum and has a term of two months. Each note is convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period sixty days prior to conversion. On November 14, 2013, the Company issued a note for $5,000. See Note 15. | |||||||||||||||||||||||||||||||||
On November 14, 2013, the Company entered into a consulting agreement with Thomas Carluccio, Jr. for one year to marketing, operations and administrative services. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. A note will be prepared on the first day of each month for that month’s service. For November 2013, the note was dated November 14, 2013. The note bears interest of 12% per annum and each note will have a term of two months. The notes are convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period sixty days prior to conversion. On November 14, 2013, the Company issued a note to Thomas Carluccio, Jr. for $5,000. See Note 15. | |||||||||||||||||||||||||||||||||
On November 14, 2013, the Company entered into an addendum to Sergio Pinon’s employment agreement for a one year period to provide management, operations, marketing and administrative services in lieu of employee compensation as previously agreed to in the employment agreement. Mr. Pinon has received common stock of the Company for a majority of 2013 while serving as chief executive officer, interim chief financial officer, and director. The addendum provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. A note will be prepared on the first day of each month for that month’s service. For November 2013, the note was be dated November 14, 2013. Each note will bear interest of 12% per annum and each note will have a term of two months. Each note is convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period sixty days prior to conversion. On November 14, 2013, the Company issued a note for $5,000. See Notes 11 and 15. | |||||||||||||||||||||||||||||||||
On December 1, 2013, the Company issued its monthly note to Lakeport for $5,000 under the same contractual terms. See disclosure on November 14, 2013 and Note 15. | |||||||||||||||||||||||||||||||||
On December 1, 2013, the Company issued its monthly note to Thomas Carluccio, Jr. for $5,000 under the same contractual terms. See disclosure on November 14, 2013 and Note 15. | |||||||||||||||||||||||||||||||||
On December 1, 2013, the Company issued its monthly note to Sergio Pinon for $5,000 under the same contractual terms. See disclosure on November 14, 2013 and Note 15. | |||||||||||||||||||||||||||||||||
On December 17, 2013, the Company entered into a note with Lakeport for $45,000. The note will bear interest of 12% per annum and each note will have a term of two months. The notes are convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period of the inception of the note until conversion. |
DERIVATIVES
DERIVATIVES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Derivatives | ' | ||||||||||||
NOTE 8 - DERIVATIVES | ' | ||||||||||||
Embedded Conversion Option Derivatives | |||||||||||||
Due to the conversion terms of certain promissory notes, the embedded conversion options met the criteria to be bifurcated and presented as derivative liabilities. The Company calculated the estimated fair values of the liabilities for embedded conversion option derivative instruments at the original note inception date and as of December 31, 2013 using the Black-Scholes option pricing model using the share prices of the Company’s stock on the dates of valuation and using the following ranges for volatility, expected term and the risk free interest rate at each respective valuation date, no dividend has been assumed for any of the periods: | |||||||||||||
Note Inception | December 31, | December 31, | |||||||||||
Date | 2013 | 2012 | |||||||||||
Volatility | 251% - 257 | % | 251 | % | 251 | % | |||||||
Expected Term | 0.17 - 0.5 years | 0.08 - 0.46 years | 0.08 – 0.46 years | ||||||||||
Risk Free Interest Rate | 0.33 | % | 0.315 | % | 0.315 | % | |||||||
The following reflects the initial fair value on the note inception date and changes in fair value through December 31, 2013: | |||||||||||||
Note inception date fair value allocated to debt discount | $ | 483,317 | |||||||||||
Note inception date fair value allocated to other expense | 23,132 | ||||||||||||
Change in fair value in 2011 (gain) loss | (73,402 | ||||||||||||
Embedded conversion option derivative liability fair value on December 31, 2011 | 433,047 | ||||||||||||
Change in fair value in 2012 (gain) loss | (368,762 | ) | |||||||||||
Embedded conversion option derivative liability fair value on December 31, 2012 | 64,285 | ||||||||||||
Change in fair value in 2013 (gain) loss | (10,715 | ||||||||||||
Embedded conversion option derivative liability fair value on December 31, 2013 | $ | 53,570 |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Liabilities | ' | ||||||||
Note 9. ACCRUED LIABILITIES | ' | ||||||||
The major components of accrued expenses are summarized as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued payroll | $ | - | $ | 8,491 | |||||
Accrued interest | 388,879 | 240,449 | |||||||
Other accrued expenses | - | 170 | |||||||
Total | $ | 388,879 | $ | 249,110 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies | ' |
NOTE 10 - COMMITMENTS AND CONTINGENCIES | ' |
Legal Matters | |
In December 2011, the Board of Directors and the majority of the shareholders of the Company terminated for cause, Douglas Salie, the CEO, Chairman and member of the Board of Directors. Mr. Salie has indicated that he believes his termination was wrongful. The Company firmly believes that its actions were justified and defendable. No indication has been that litigation is threatened or pending. | |
In October 2012, Douglas Pinard, a former owner of CSP (see Note 2), resigned from the Company. Certain monies were due to Mr. Pinard related to accrued payroll and notes payable. Mr. Pinard threatened litigation whereas both parties agreed upon a settlement requiring the Company to pay Mr. Pinard a settlement of $40,000 for those liabilities. The Company paid Mr. Pinard $20,000 according to the conditions of the settlement agreement. The Company then notified Mr. Pinard that in its opinion, Mr. Pinard had allegedly breached the settlement agreement by not returning all of the Company’s assets which Mr. Pinard had in his possession at the time of termination. Therefore, the final $20,000 was not paid to Mr. Pinard. Due to the nonpayment, Mr. Pinard alleges that the Company breached the settlement agreement. Mr. Pinard indicated that he would seek legal recourse. As of the date of this report, no further actions have been taken by Mr. Pinard. | |
In January of 2013, Dr. Robert Salie, father of former chief executive officer and chairman, Douglas Salie, who was terminated for cause, filed a suit, Robert D. Salie and Salie Family Limited Partnership v eLayaway, Inc. , in the Circuit Court for the Second Judicial Circuit in and for Leon County, Florida, Civil Division. The lawsuit is in regards to two notes payable with claims of approximately $565,000 in principal and accrued interest. The Company has not responded to that lawsuit. In October 2012, the Company offered Dr. Salie a principal and interest repayment plan utilizing a third party, but Dr. Salie rejected the Company’s offer. On August 30, 2013, a judgment was awarded to Dr. Salie. | |
In March 2013, ASC Recap, LLC (“ASC”) filed a Joint Motion for Approval of Settlement Agreement and Stipulation, and Request for Fairness Hearing in the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida, Case No. 2012-CA-4074. ASC has contracted with various note holders of the Company to acquire approximately $1,481,830 of Company debt and subsequently converting the debt to common stock of the Company pursuant to Section 3(a)(10) of the Securities Act of 1933, which allows the exchange of claims, securities, or property for stock when the arrangement is approved for fairness by a court proceeding. The Company has agreed to these terms as the acquisition of these debts and subsequent conversion would alleviate a significant portion of the Company’s liabilities. A fairness hearing was held on May 14, 2013 and the arrangement was approved. | |
Lease Commitment | |
The Company does not have any lease commitments. Previously, the Company had a long-term office lease which was cancelled. | |
Rent expense for continuing operations in 2013 and 2012 was $34,353 and $43,187, respectively. | |
Other | |
On February 10, 2010, the Company entered into an agreement with Ventana Partners, Inc. to facilitate the acquisition of the shares of a public company which eLayaway would utilize for a reverse merger. The agreement has contingent fees based on successful funding provided by an introduction of Ventana Partners, Inc. On July 7, 2010, the Company entered into an agreement with Garden State Securities, Inc. (“GSS”) as advisor to the Company. On August 18, 2010, the Company entered into a subsequent engagement agreement with GSS to act as an exclusive selling/placement agent for the Company. On February 3, 2011, the Company terminated the agreement with GSS with an effective date of March 4, 2011. The agreement had contingent fees based on successful funding provided by an introduction of GSS. |
RELATED_PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2013 | |
Related Parties | ' |
NOTE 11 - RELATED PARTIES | ' |
Bruce Harmon, former CFO and Chairman of the Company, is a note holder of the Company (see Note 7). Line of credit and notes payable of $519,738 and $427,590 was due to our CFO’s company and himself personally at December 31, 2013 and December 31, 2012, respectively, for advances to the Company. At December 31, 2013 and December 31, 2012, the Company had accounts payable to Mr. Harmon of $0 and $14,681, respectively, and accrued interest of $18,475 and $33,563, respectively. The 2013 balance is not reflected as a related party. | |
On March 6, 2013, the Board of Directors approved the grant of common stock to the officers and directors of the Company in consideration of the dilution of the Company’s outstanding common stock. Mr. Pinon and Mr. Harmon, the CEO and CFO, respectively, were each granted 250,000 shares of restricted common stock. See Note 12. | |
On March 6, 2013, the Board of Directors approved the compensation for 2013 for Vincent & Rees, P.C. (“Vincent & Rees”), legal counsel for the Company, thereby granting Vincent & Rees 250,000 shares of restricted common stock. Mr. Rees is a director of the Company. See Note 12. | |
On April 8, 2013, Harmon converted 29,063 shares of Series E preferred stock and 49,242 shares of Series F preferred stock, collectively on a 1:1 basis, into 78,305 shares of common stock (see Note 12). | |
April 8, 2013, Harmon converted accounts payable of $9,301 into 155,025 shares of common stock at a conversion rate of $0.06. See Note 12. | |
On April 8, 2013, Harmon converted 29,063 shares of Series E preferred stock and 49,242 shares of Series F preferred stock, collectively on a 1:1 basis, into 78,305 shares of common stock. See Note 12. | |
On April 8, 2013, Pinon converted 251,006 shares of Series E preferred stock on a 1:1 basis into 1,256 shares of common stock. See Note 12. | |
On April 25, 2013, 1,150,000 shares of S-8 common stock were issued to Pinon and Harmon (575,000 and 575,000 shares, respectively), in lieu of payroll for April and May 2013 (see Note 12). | |
On May 22, 2013, 2,199,772 shares of S-8 common stock were issued to Pinon and Harmon (1,099,886 and 1,099,886 shares, respectively), in lieu of payroll for June and July 2013. Harmon had his 1,099,886 shares cancelled to facilitate a note conversion by a third party as the remaining available shares from the authorized amount of shares were not sufficient. Harmon’s shares were issued on August 15, 2013. | |
On September 12, 2013, the Company issued 10,000,000 shares of common stock to Sergio Pinon, the Company’s CEO and director, as compensation for his services in lieu of payroll (see Note 12). The shares were recorded at an expense of $55,000. | |
On November 14, 2013, the Company entered into an addendum to the employment agreement with Sergio Pinon for one year to provide various services including serving as chief executive officer, interim chief financial officer and director. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. The Company issued notes on November 14, 2013, December 1, 2013, January 1, 2014, February 1, 2014, March 1, 2014 and April 1, 2014, each for $5,000. See Notes 7 and 15. |
STOCKHOLDERS_DEFICIENCY
STOCKHOLDERS DEFICIENCY | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders Deficiency | ' | ||||||||||||||||
NOTE 12 - STOCKHOLDERS DEFICIENCY | ' | ||||||||||||||||
Preferred Stock | |||||||||||||||||
The Company authorized 50,000,000 shares of preferred stock and has designated seven Series as Series A, B, C, D, E, F and G. Series A, B, C and D of preferred stock are non-voting and have liquidation preference over common stock with liquidation preference value equal to the price paid for each preferred share. The Series A, B, C and D preferred stock are mandatorily and automatically convertible on a one for one basis to common stock upon the earlier of (i) the effectiveness of the sale of the Company’s common stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended, other than a registration relating solely to a transaction under rule 145 under the Securities Act or to an employee benefit plan of the corporation, with aggregate proceeds to the Company and/or selling stockholders (prior to deduction of underwriter commissions and offering expenses) of at least $20,000,000, (ii) a sale of substantially all assets of the Company, (iii) the event whereby the average closing price per share of common stock of the Company, as reported by such over-the-counter market, interdealer quotation service or exchange on which shares of common stock of the Company are primarily traded (if any), equals or is greater than $2,000.00 per share, for thirty (30) consecutive trading days or (iv) twelve months after the April 12, 2010 merger. Upon the automatic conversion of Series A, B, C, and D preferred stock to common stock, the shares are entitled to piggyback registration rights. | |||||||||||||||||
On August 12, 2010, the Company’s Board of Directors approved the filing of a Certificate of Designation of the Preferences and Rights of Series E Preferred Stock of eLayaway, Inc. (“Certificate of Designation”) with the Department of State of the State of Delaware authorizing the creation of a new series of preferred stock designated as “Series E Preferred Stock” pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section 151 of the Delaware General Corporation Law. The Certificate of Designation was filed with the Delaware Department of State on August 13, 2010. The Certificate of Designation created 2,500,000 shares of Series E Preferred Stock. Each holder of Series E Preferred Stock will be entitled to participate in dividends or distributions payable to holders of the Company’s common stock at a rate of the dividend payable to each share of Common Stock multiplied by the number of shares of Common Stock that each share of such holder’s Series E Preferred Stock is convertible into. Each share of Series E Preferred Stock is convertible, at the option of the holder of the Series E Preferred Stock, into three (3) shares of the Company’s common stock. Shares of the Series E Preferred Stock will be issued to certain officers of the Company as the Board determines if (i) the average closing price per share of the Company’s Common Stock equals or is greater than $10,000 per share for the preceding 20 trading days, (ii) the Company earns $100 per share EBITDA in any twelve consecutive months, (iii) the Company stock is trading on a U.S. Exchange such as AMEX, NASDAQ, or NYSE, or (iv) controlling interest of the Company is acquired by a third party. Each shares of Series E Preferred Stock will be entitled to three (3) votes on all matters submitted to a vote of the stockholders of the Company (“Enhanced Voting Rights”). Upon the liquidation, dissolution or winding up of the Company, the holders of the Series E Preferred Stock will participate in the distribution of the Company’s assets with the holders of the Company’s Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all shares of Series E Preferred Stock). Due to the Enhanced Voting Rights, following the issuance of shares of Series E Preferred Stock, the holders of the Series E Preferred Stock may be able to exercise voting control over the Company. In such case, the holders of the Series E Preferred Stock may gain the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of voting control in the Series E Preferred Stock could discourage investments in the Company, or prevent a potential takeover of the Company which may have a negative impact on the value of the Company’s securities. In addition, the liquidation rights granted to the holders of the Series E Preferred Stock will have a dilutive effect on the distributions available to the holders of the Company’s common stock. | |||||||||||||||||
On April 12, 2011, the series A, B, C, and D of preferred stock were automatically converted to common stock based upon the twelve month automatic conversion provision. | |||||||||||||||||
On September 8, 2011, the Company’s Board of Directors approved the filing of an Amended Certificate of Designation of the Preferences and Rights of Series E Preferred Stock of eLayaway, Inc. (“Amended Certificate of Designation”) with the Department of State of the State of Delaware authorizing the amended terms of the Series E Preferred Stock pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section 151 of the Delaware General Corporation Law. The Certificate of Designation was filed with the Delaware Department of State on September 26, 2011. The Certificate of Designation removed the various conditions associated with the issuance, changed the conversion rate to one common share for one preferred share and the voting rights to provide 15 votes for each Series E preferred share. The liquidation preference is the amount paid for the shares. | |||||||||||||||||
On March 26, 2012, as approved by the Board of Directors, the Company issued 5,953 shares of the Series E Preferred Stock to Susan Jones in exchange for the conversion of accrued payroll in the amount of $30,000. The Series E Preferred Stock is immediately convertible into common stock, therefore the preferred shares are valued at the $5.04 per share closing price of the common stock on the date prior to this transaction. Accordingly, there is no beneficial conversion value recorded. These shares were converted into common stock on April 4, 2013. | |||||||||||||||||
On January 22, 2013, the Company’s Board of Directors approved the filing of a Certificate of Designation of the Preferences and Rights of Series G Preferred Stock of eLayaway, Inc. (“Certificate of Designation”) with the Department of State of the State of Delaware authorizing the creation of a new series of preferred stock designated as “Series G Preferred Stock” pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section 151 of the Delaware General Corporation Law. The Certificate of Designation was filed with the Delaware Department of State on January 22, 2013. The Certificate of Designation created 5,000 shares of Series G Preferred Stock. Each holder of Series G Preferred Stock will be entitled to participate in dividends or distributions payable to holders of the Company’s common stock at a rate of the dividend payable to each share of Common Stock multiplied by the number of shares of Common Stock that each share of such holder’s Series G Preferred Stock is convertible into. Each share of Series G Preferred Stock is convertible, at the option of the holder of the Series G Preferred Stock, into one share of the Company’s common stock. Shares of the Series G Preferred Stock will be issued to certain officers of the Company as the Board determines for consideration of financial investment and/or forgiveness of liabilities of the Company to the officer. Each shares of Series G Preferred Stock will be entitled to ten thousand (10,000) votes on all matters submitted to a vote of the stockholders of the Company (“Enhanced Voting Rights”). Upon the liquidation, dissolution or winding up of the Company, the holders of the Series G Preferred Stock will participate in the distribution of the Company’s assets with the holders of the Company’s Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all shares of Series G Preferred Stock). Due to the Enhanced Voting Rights, following the issuance of shares of Series G Preferred Stock, the holders of the Series G Preferred Stock may be able to exercise voting control over the Company. In such case, the holders of the Series G Preferred Stock may gain the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of voting control in the Series G Preferred Stock could discourage investments in the Company, or prevent a potential takeover of the Company which may have a negative impact on the value of the Company’s securities. In addition, the liquidation rights granted to the holders of the Series G Preferred Stock will have a dilutive effect on the distributions available to the holders of the Company’s common stock. | |||||||||||||||||
On February 25, 2013, the Company issued 5,000 shares of Series G Preferred Stock to Sergio Pinon as incentive compensation. The Series G Preferred Stock is immediately convertible into common stock therefore the preferred shares are valued at the $0.12 per share closing price of the common stock on the date of this transaction or $600. | |||||||||||||||||
On April 8, 2013, Harmon converted 29,063 shares of Series E preferred stock and 49,242 shares of Series F preferred stock, collectively on a 1:1 basis, into 78,305 shares of common stock. | |||||||||||||||||
On April 8, 2013, Sergio Pinon (“Pinon”) converted 1,256 shares of Series E preferred stock on a 1:1 basis into 1,256 shares of common stock. | |||||||||||||||||
On June 30, 2013, Harmon personally guaranteed approximately $20,000 in debt for the Company. In exchange for the personal guarantee, the board of directors agreed to the following: 1) issue an equivalent amount of Series F Preferred Stock based on the closing trading price on the previous day of $0.66 or 30,304 shares. Harmon’s previous proxy to Mr. Pinon covers these shares also; 2) as a condition of previous conversions into Series E Preferred Stock of accrued payroll to Harmon, he is returning to the Company 10,302 shares and the Company will reestablish the liability of $157,260 on its books accordingly as a note payable (see Note 4). It is noted that Harmon has never received any cash compensation for his services for more than three years. | |||||||||||||||||
On August 13, 2013, as related to the reverse split approved by FINRA on August 12, 2013, the outstanding shares of preferred stock were effected by a reverse split of 1:200. | |||||||||||||||||
Common Stock | |||||||||||||||||
The Company is authorized to issue 5,000,000,000 shares of common stock, as amended on April 30, 2012, May 30, 2012, September 27, 2012, and February 22, 2013. The common stock is voting. | |||||||||||||||||
On August 12, 2013, the Company received notification from FINRA that the reverse stock split of our common stock at a ratio of 1:200 had been approved. The corporate action took effect at the open of business on August 13, 2013. | |||||||||||||||||
On January 3, 2013, 89,144 shares were issued to WHC which were recorded as issuable as of December 31, 2012 (see Note 7). | |||||||||||||||||
On January 3, 2013, due to a reset clause in the note acquired on November 8, 2012 (see Note 7), Southridge was issued an additional 94,792 shares of common stock. | |||||||||||||||||
On January 3, 2013, Southridge converted $11,375 of the note dated November 8, 2012, into 94,792 shares of common stock (see Note 7) at a 50% discount, $0.12. A loss on conversion will be recognized. | |||||||||||||||||
On January 3, 2013, Southridge converted $22,750 of the note dated November 30, 2012, into 189,584 shares of common stock (see Note 7) at a 50% discount, $0.12. A loss on conversion will be recognized. Due to the deficiency of available shares to be issued at the time, the Company issued 60,000 shares on January 10, 2013 and the remaining 12,984 on January 24, 2013. | |||||||||||||||||
On January 8, 2013, due to a reset clause in the note acquired on September 26, 2012 (see Note 7), Star City was issued an additional 18,771 shares of common stock. | |||||||||||||||||
On January 9, 2013, due to a reset clause in the note acquired on November 8, 2012 (see Note 7), Southridge was issued an additional 18,959 shares of common stock. | |||||||||||||||||
On January 11, 2013, 101,790 shares of common stock were issued to WHC for a conversion of a note payable in December 2012 (see Note 7) which was recorded as issuable as of December 31, 2012. | |||||||||||||||||
On January 18, 2013, WHC converted $10,700 of the note dated December 13, 2012, into 107,000 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On January 23, 2013, Marina converted $15,000 of principal and $246.58 of accrued interest of the note dated December 5, 2012, into 152,466 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On January 24, 2013, 71,392 shares of common stock were issued to Mauriello in regards to a conversion of a note payable on December 13, 2012 (see Note 7) which were recorded as issuable as of December 31, 2012. | |||||||||||||||||
On January 28, 2013, Southridge converted $28,100 of the note dated December 28, 2012, into 312,223 shares of common stock (see Note 7) at a 50% discount, $0.09. | |||||||||||||||||
On January 28, 2013, due to a reset clause in the note acquired on September 26, 2012 (see Note 7), Star City was issued an additional 18,771 shares of common stock. | |||||||||||||||||
On January 28, 2013, due to a reset clause in the note acquired on November 30, 2012 (see Note 7), Southridge was issued an additional 25,917 shares of common stock. | |||||||||||||||||
On February 4, 2013, due to a reset clause in the note acquired on January 2, 2013 (see Note 7), Southridge was issued an additional 89,207 shares of common stock. | |||||||||||||||||
On February 5, 2013, Southridge converted $7,650 of the note dated December 28, 2012, into 127,500 shares of common stock (see Note 7) at a 50% discount, $0.06. | |||||||||||||||||
On February 5, 2013, WHC converted $3,673 of the note dated December 13, 2012, into 55,098 shares of common stock (see Note 7) at a 50% discount, $0.0334. | |||||||||||||||||
On February 6, 2013, Southridge converted $5,750 of the note dated December 28, 2012, into 115,000 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On February 7, 2013, SGI Group converted $6,419 of principal and $168.80 of accrued interest of the note dated November 20, 2012, into 131,756 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On February 11, 2013, due to a reset clause in the note acquired on November 20, 2012 (see Note 7), Mauriello was issued an additional 71,392 shares of common stock. | |||||||||||||||||
On February 11, 2013, Sazer converted $5,250 of principal and $145.32 of accrued interest of the note dated November 20, 2012, into 53,954 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On February 11, 2013, Southridge converted $14,400 of the note dated December 4, 2012, into 405,042 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On February 11, 2013, Star City converted $20,000 of principal and $743.54 of accrued interest of the note dated October 22, 2012, into 414,871 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On February 20, 2013, Southridge converted $20,255 of the note dated November 30, 2012, into 405,100 shares of common stock (see Note 7) at a 50% discount, $0.05. | |||||||||||||||||
On February 26, 2013, Momoma Capital converted the $14,925 into 213,210 shares of common stock at a discount of 30%, $0.07 (see Note 7). | |||||||||||||||||
On February 27, 2013, due to a reset clause in the note acquired on November 30, 2012 (see Note 7), Southridge was issued an additional 101,275 shares of common stock. | |||||||||||||||||
On February 27, 2013, Southridge converted $12,150 of the note dated November 30, 2012, into 303,750 shares of common stock (see Note 7) at a 50% discount, $0.04. | |||||||||||||||||
On March 5, 2013, Southridge converted $20,375 of the note dated December 28, 2012, into 509,375 shares of common stock (see Note 7) at a 50% discount, $0.04. | |||||||||||||||||
On March 6, 2013, the Board of Directors approved the grant of common stock to the officers and directors of the Company in consideration of the dilution of the Company’s outstanding common stock. Mr. Pinon and Mr. Harmon, the CEO and CFO, respectively, were each granted 250,000 shares of restricted common stock. The issuance was valued at $30,000 each for Mr. Pinon and Mr. Harmon. See Note 11. | |||||||||||||||||
On March 6, 2013, the Board of Directors approved the compensation for 2013 for Vincent & Rees, legal counsel for the Company, thereby granting Vincent & Rees 250,000 shares of restricted common stock. The issuance was valued at $30,000. Mr. Rees is a director of the Company. See Note 11. | |||||||||||||||||
On March 12, 2013, Southridge converted $24,430 of the note dated November 30, 2012, into 610,750 shares of common stock (see Note 4) at a 50% discount, $0.04. | |||||||||||||||||
On March 18, 2013, due to a reset clause in the note acquired on November 30, 2012 (see Note 7), Southridge was issued an additional 203,584 shares of common stock. | |||||||||||||||||
On March 18, 2013, Southridge converted $12,990 of the note dated November 30, 2012, into 433,000 shares of common stock (see Note 7) at a 50% discount, $0.03. | |||||||||||||||||
On March 22, 2013, Southridge converted $19,100 of the note dated November 30, 2012, into 636,667 shares of common stock (see Note 7) at a 50% discount, $0.03. | |||||||||||||||||
On March 28, 2013, KAJ converted $15,000 of the note dated January 30, 2012, into 535,715 shares of common stock (see Note 7) at a 30% discount, $0.028. | |||||||||||||||||
On April 1, 2013, Southridge converted $13,010 of the note dated November 30, 2012, into 650,500 shares of common stock (see Note 7) at a 50% discount, $0.02. | |||||||||||||||||
On April 1, 2013, due to a reset clause in the note acquired on November 30, 2012 (see Note 7), Southridge was issued an additional 318,334 shares of common stock. | |||||||||||||||||
On April 3, 2013, Momoma Capital converted $11,900 of principal and $1,658 of accrued interest of the note dated February 26, 2013, into 484,209 shares of common stock (see Note 7) at a 50% discount, $0.028. | |||||||||||||||||
On April 4, 2013, Susan Jones was issued 10,000 shares of common stock in exchange for 1,190,476 of Series E preferred stock. The Series E preferred stock had super voting rights and, to compensate Susan Jones for those super voting rights, the Company issued the additional 4,047 shares of common stock. | |||||||||||||||||
April 8, 2013, Harmon converted accounts payable of $9,301 into 155,025 shares of common stock at a conversion rate of $0.06 (see Note 11). | |||||||||||||||||
On April 8, 2013, Harmon converted 29,063 shares of Series E preferred stock and 49,242 shares of Series F preferred stock, collectively on a 1:1 basis, into 78,305 shares of common stock (see Note 11). | |||||||||||||||||
On April 8, 2013, Pinon converted 251,006 shares of Series E preferred stock on a 1:1 basis into 1,256 shares of common stock (see Note 11). | |||||||||||||||||
On April 10, 2013, Southridge converted $9,440 of the note dated November 30, 2012, into 944,000 shares of common stock (see Note 7) at a 50% discount, $0.01. | |||||||||||||||||
On April 15, 2013, Southridge converted $11,125 of the note dated November 30, 2012, into 1,112,500 shares of common stock (see Note 7) at a 50% discount, $0.01. | |||||||||||||||||
On April 18, 2013, the board of directors of the Company approved a reverse split proposed to be between an exchange rate of 1:100 up to 1:250. A majority of the shareholders subsequently approved the transaction. The Company appropriately filed with FINRA to effect the reverse split at a rate of 1:200. | |||||||||||||||||
On April 19, 2013, the Company approved the 2013 Stock Option Plan which authorized 4,750,000 shares of common stock to be used as S-8 shares. | |||||||||||||||||
On April 22, 2013, Southridge converted $9,975 of the note dated November 30, 2012, into 997,500 shares of common stock (see Note 7) at a 50% discount, $0.01. | |||||||||||||||||
On April 25, 2013, 1,533,709 shares of S-8 common stock were issued to Pinon (see Note 11), Harmon (see Note 11), Thomas Carluccio, Jr. (“Carluccio”), and Melissa Valido (“Valido”) (575,000, 575,000, 217,375 and 166,334 shares, respectively), in lieu of payroll for April and May 2013. The issuances were recorded at a cost of $20,000, $20,000, $7,500, and $5,000, respectively. | |||||||||||||||||
On May 4, 2013, Southridge converted $8,525 of the note dated December 28, 2012, into 852,500 shares of common stock (see Note 7) at a 50% discount, $0.01. | |||||||||||||||||
On May 1, 2013, Asher converted $5,800 of the note dated October 24, 2012, into 483,334 shares of common stock (see Note 7) at a 42% discount, $0.012. | |||||||||||||||||
On May 17, 2013, Buko-Evolution, LLC converted $10,000 of the note dated October 26, 2011, into 938,287 shares of common stock (see Note 7) at a 50% discount, $0.01. | |||||||||||||||||
On May 22, 2013, 3,119,292 shares of S-8 common stock were issued to Pinon (see Note 11), Harmon (see Note 11), Carluccio, and Valido (1,099,886, 1,099,886, 511,447, and 408,074 shares, respectively), in lieu of payroll for June and July 2013. Harmon had his 1,099,886 shares cancelled to facilitate a note conversion by a third party as the remaining available shares from the authorized amount of shares were not sufficient. Harmon’s shares were issued on August 15, 2013. | |||||||||||||||||
On September 12, 2013, the Company issued 10,000,000 shares of common stock to Sergio Pinon, the Company’s CEO and director, as compensation for his services in lieu of payroll (see Note 11). The shares were recorded at an expense of $55,000. | |||||||||||||||||
On September 12, 2013, the Company issued 6,000,000 shares of common stock to Thomas Carluccio, Jr. as compensation for his services in lieu of payroll. The shares were recorded at an expense of $33,000. | |||||||||||||||||
On September 12, 2013, the Company issued 4,000,000 shares of common stock to Melissa Valido as compensation for his services in lieu of payroll. The shares were recorded at an expense of $22,000. | |||||||||||||||||
On September 15, 2013, Southridge converted $1,885 of principal and $314 of accrued interest of the note dated December 4, 2012, into 2,199,091 shares of common stock (see Note 7) at a 50% discount, $0.001. | |||||||||||||||||
On September 25, 2013, Southridge converted $1,855 of principal and $92 of accrued interest of the note dated December 4, 2012, into 2,212,450 shares of common stock (see Note 7) at a 50% discount, $0.0009. | |||||||||||||||||
On October 3, 2013, Southridge converted $1,585 of principal and $52 of accrued interest of the note dated December 4, 2012, into 2,406,639 shares of common stock (see Note 4). | |||||||||||||||||
On October 4, 2013, Hansen converted $1,500 of the note dated December 12, 2011, into 1,004,689 shares of common stock (see Note 7) at a discounted conversion price of $0.00149. | |||||||||||||||||
On October 9, 2013, Asher converted $1,000 of the note dated October 24, 2012, into 1,000,000 shares of common stock (see Note 7) at a discounted conversion price of $0.001. | |||||||||||||||||
On October 11, 2013, Southridge converted $1,563 of principal and $73 of accrued interest of the note dated December 4, 2012, into 2,405,268 shares of common stock (see Note 4). | |||||||||||||||||
On October 15, 2013, the Company issued 50,000,000 shares of common stock to Sergio Pinon, the Company’s CEO and director, as compensation for his services in lieu of payroll. The shares were valued at $50,000. | |||||||||||||||||
On October 15, 2013, the Company issued 25,000,000 shares of common stock to Bruce Harmon, a consultant to the Company, as compensation for his services. The shares were valued at $25,000. | |||||||||||||||||
On October 16, 2013, the Company issued 12,756,800 shares of common stock to Bruce Harmon in regards to his investment in the Company for the payment of $14,501 for a credit card liability of the Company. The shares were issued at a discount of 25% based on the restriction. | |||||||||||||||||
On October 18, 2013, Southridge converted $6,530 of principal and $53 of accrued interest of the note dated December 4, 2012, into 13,714,282 shares of common stock (see Note 4). | |||||||||||||||||
On October 25, 2013, Southridge converted $3,805 of principal and $38 of accrued interest of the note dated December 4, 2012, into 13,724,384 shares of common stock (see Note 4). | |||||||||||||||||
On October 28, 2013, Asher converted $2,300 of the note dated October 24, 2012, into 4,791,667 shares of common stock (see Note 7) at a discounted conversion price of $0.00048. | |||||||||||||||||
On October 31, 2013, the Company entered into a settlement with Dr. Jason Cohen in regards to his guaranteed value associated with his purchase in 2011 of a convertible note and simultaneous conversion into common stock. The guarantee was for $25,000. As Dr. Cohen had not realized the agreed upon value, the Company and Dr. Cohen agreed to release the guarantee with the issuance of an additional 25,000,000 shares of common stock to Dr. Cohen. The shares issued were valued at $25,000. | |||||||||||||||||
On November 1, 2013, Southridge converted $3,265 of principal and $29 of accrued interest of the note dated December 4, 2012, into 13,725,295 shares of common stock (see Note 7) at a 50% discount, $0.00024. | |||||||||||||||||
On November 8, 2013, Asher converted $1,695 of the note dated October 24, 2012, into 4,842,857 shares of common stock (see Note 7) at a discounted conversion price of $0.00035. | |||||||||||||||||
On November 12, 2013, Southridge converted $2,710 of principal and $34 of accrued interest of the note dated December 4, 2012, into 13,719,376 shares of common stock (see Note 7) at a 50% discount, $0.0002. | |||||||||||||||||
On November 13, 2013, Asher converted $3,150 of the note dated October 24, 2012, into 10,862,069 shares of common stock (see Note 7) at a discounted conversion price of $0.00029. | |||||||||||||||||
On November 18, 2013, Asher converted $2,925 of the note dated October 24, 2012, into 10,833,333 shares of common stock (see Note 7) at a discounted conversion price of $0.00027. | |||||||||||||||||
On November 20, 2013, Southridge converted $2,180 of principal and $18 of accrued interest of the note dated December 4, 2012, into 13,734,430 shares of common stock (see Note 7) at a 50% discount, $0.00016. | |||||||||||||||||
On November 20, 2013, the Company ordered the issuance of 115,155,000 shares of common stock to Harmon for the conversion of $69,093 of accrued interest for various notes payable to Harmon and Lakeport, a company solely owned by Harmon. This conversion was approved by the board of directors on September 15, 2013 for interest through that date. The order was not processed until November 20, 2013. | |||||||||||||||||
On November 20, 2013, Asher converted $2,925 of the note dated October 24, 2012, into 10,833,333 shares of common stock (see Note 7) at a discounted conversion price of $0.00027. | |||||||||||||||||
On November 22, 2013, Southridge converted $2,192 of principal and $3 of accrued interest of the note dated December 4, 2012, into 13,718,399 shares of common stock (see Note 7) at a 50% discount, $0.00016. | |||||||||||||||||
On November 25, 2013, Southridge converted $2,285 of principal and $2 of accrued interest of the note dated December 4, 2012, into 14,295,336 shares of common stock (see Note 7) at a 50% discount, $0.00016. | |||||||||||||||||
On November 25, 2013, Asher converted $2,925 of the note dated October 24, 2012, into 10,833,333 shares of common stock (see Note 7) at a discounted conversion price of $0.00027. | |||||||||||||||||
On November 25, 2013, Asher converted $2,925 of the note dated October 24, 2012, into 10,833,333 shares of common stock (see Note 7) at a discounted conversion price of $0.00027. | |||||||||||||||||
On December 2, 2013, Asher converted $8,060 of the note dated October 24, 2012, into 21,783,784 shares of common stock (see Note 7) at a discounted conversion price of $0.00037. | |||||||||||||||||
On December 5, 2013, Asher converted $3,150 of the note dated October 24, 2012, into 9,000,000 shares of common stock (see Note 7) at a discounted conversion price of $0.00035. | |||||||||||||||||
On December 6, 2013, the Company issued ASC 30,000,000 under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $15,000 based on the per share price of $0.0005. | |||||||||||||||||
On December 10, 2013, Buko-Evolution converted $3,500 of the note dated October 26, 2011, into 10,606,060 shares of common stock (see Note 7) at a discounted conversion price of $0.0004. | |||||||||||||||||
On December 16, 2013, Asher converted $5,000 of the note dated December 21, 2012, into 21,739,130 shares of common stock (see Note 7) at a discounted conversion price of $0.00023. | |||||||||||||||||
On December 19, 2013, Asher converted $5,000 of the note dated December 21, 2012, into 21,739,130 shares of common stock (see Note 7) at a discounted conversion price of $0.00023. | |||||||||||||||||
On December 20, 2013, the Company issued ASC 39,000,000 under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $15,600 based on a per share price of $0.0004. | |||||||||||||||||
Stock Warrants | |||||||||||||||||
The Company has granted warrants to non-employee individuals and entities. Warrant activity for non-employees for the year ended December 31, 2013 is as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Number | Exercise | Contractual | Intrinsic | ||||||||||||||
of Warrants | Price | Terms | Value | ||||||||||||||
Outstanding at December 31, 2012 | 31,526 | $ | 24 | ||||||||||||||
Granted | 0 | $ | 0 | ||||||||||||||
Reclassification | 0 | $ | 0 | ||||||||||||||
Outstanding and exercisable at December 31, 2013 | 31,526 | $ | 24 | 2.82 | $ | - | |||||||||||
Weighted Average Grant Date Fair Value | $ | 4 | |||||||||||||||
On January 15, 2012, the Company granted 142,857 fully-vested warrants with an exercise price of $0.035 per share for common stock to Catalyst Business Development, Inc. for services rendered. The warrants were valued at $0.039 per warrant or $5,571 using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
Stock Price | $ | 0.039 | |||||||||||||||
Expected Term | 5 Years | ||||||||||||||||
Expected Volatility | 239 | % | |||||||||||||||
Dividend Yield | 0 | ||||||||||||||||
Risk Free Interest Rate | 0.29 | % | |||||||||||||||
The expected term equals the contractual term for this non-employee grant. The volatility is based on comparable volatility of other companies since the Company was thinly trading and had no historical volatility. The Company recognized an expense of $5,571 as of September 30, 2012, which is included in operations. | |||||||||||||||||
On June 25, 2012, the Company granted warrants for its common stock in the amount of 1,500,000 to Digital Farmstand, LLC. The 1,500,000 warrants, with an exercise price of $0.075, were issued as compensation for their services. The warrants were valued at $0.017 per warrant or $25,500 using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
Stock Price | $ | 0.017 | |||||||||||||||
Expected Term | 2.5 Years | ||||||||||||||||
Expected Volatility | 267 | % | |||||||||||||||
Dividend Yield | 0 | ||||||||||||||||
Risk Free Interest Rate | 0.35 | % | |||||||||||||||
The expected term was computed using the simplified method for this director grant. The volatility is based on comparable volatility of other companies since the Company was thinly trading and had no reliable historical volatility. The Company recognized an expense of $25,500 on the issuance date since the warrant is earned. | |||||||||||||||||
The Company has granted warrants to employees. Warrant activity for employees the year ended December 31, 2013 is as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Number | Exercise | Contractual | Intrinsic | ||||||||||||||
of Warrants | Price | Terms | Value | ||||||||||||||
Outstanding at December 31, 2012 | 1,092 | $ | 50 | ||||||||||||||
Forfeited | 0 | $ | 0 | ||||||||||||||
Reclassification | 0 | $$ | 0 | ||||||||||||||
Outstanding at December 31, 2013 | 1,092 | $ | 50 | 1.37 | $ | - | |||||||||||
Exercisable at December 31, 2013 | 1,092 | $ | 50 | ||||||||||||||
Weighted Average Grant Date Fair Value | $ | 16 | |||||||||||||||
On March 26, 2012, three officers and/or directors, as a directive from the board of directors, forfeited 1,225,000 warrants for common stock in exchange for 1,225,000 shares of common stock. The Company recorded additional expense of $520 on the transaction. | |||||||||||||||||
Stock Options | |||||||||||||||||
eLayaway.com, Inc. approved the 2009 Stock Option Plan which had 29,155 options issued to management. As a condition of the reverse merger, these options were forfeited and the 2009 Stock Option Plan was discontinued at the time of the reverse merger in April 2010. The Company approved the 2010 Stock Option Plan in July 2010 under which 75,000 shares were reserved for issuance. | |||||||||||||||||
The Company has granted options to employees. Options activity for the year ended December 31, 2013 is as follows: | |||||||||||||||||
Weighted | Weighted Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Number | Exercise | Contractual | Intrinsic | ||||||||||||||
of Options | Price | Terms | Value | ||||||||||||||
Outstanding at December 31, 2012 | 6,815 | $ | 23.8 | ||||||||||||||
Granted | 0 | $ | |||||||||||||||
Forfeited | 0 | $ | |||||||||||||||
Outstanding at December 31, 2013 | 6,815 | $ | 23.8 | 6.97 | $ | - | |||||||||||
Exercisable at December 31, 2013 | 3,907 | $ | 16 | ||||||||||||||
Weighted Average Grant Date Fair Value | $ | 6 | |||||||||||||||
On March 26, 2012, the Company granted various employees 9,500 options for common stock. The options are conditional based on various milestones. The options vest, after the milestones are met, over a three year period, have a ten year life, and have an exercise price of $6.00. The options were valued at $5.04 per option or $47,880 using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
Stock Price | $ | 5.04 | |||||||||||||||
Expected Term | 6.5 Years | ||||||||||||||||
Expected Volatility | 257 | % | |||||||||||||||
Dividend Yield | 0 | ||||||||||||||||
Risk Free Interest Rate | 0.33 | % | |||||||||||||||
The expected term was computed using the simplified method for these employee grants. The volatility is based on comparable volatility of other companies since the Company was thinly trading and had no reliable historical volatility. The milestones associated with the issuance of these options were not met therefore they were forfeited on September 30, 2013. | |||||||||||||||||
On March 26, 2012, three officers of the Company forfeited 15,202 options for common stock in exchange for 15,202 shares of common stock. The Company recorded an additional expense of $608 on this transaction. |
INCOME_TAX
INCOME TAX | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax | ' | ||||||||
Note 13. INCOME TAX | ' | ||||||||
For the fiscal year 2012 and 2013, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. | |||||||||
As of December 31, 2013 and 2012, the Company has net operating loss carry forwards of approximately $4,486,000 and $3,445,000, respectively. The carry forwards expire through the year 2031. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. | |||||||||
The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% to loss before taxes), as follows: | |||||||||
For the Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Tax expense (benefit) at the statutory rate | $ | (1,550,404 | ) | $ | (972,858 | ) | |||
State income taxes, net of federal income tax benefit | (25,976 | ) | (55,256 | ) | |||||
Stock compensation and fee | 1,307,100 | 455,308 | |||||||
Change in valuation allowance | 269,280 | 572,806 | |||||||
Total | $ | - | $ | - | |||||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. | |||||||||
The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2013 and 2012, respectively, are as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 756,534 | $ | 1,040,923 | |||||
Stock options | 100,574 | 100,574 | |||||||
Amortization of website and trademarks | 43,855 | 58,887 | |||||||
Total gross deferred tax assets | 916,872 | 1,200,384 | |||||||
Less: Deferred tax asset valuation allowance | (908,917 | ) | (1,192,787 | ) | |||||
Total net deferred tax assets | 7,955 | 7,597 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | (7,955 | ) | (7,597 | ) | |||||
Total deferred tax liabilities | (7,955 | ) | (7,597 | ) | |||||
Total net deferred taxes | $ | - | $ | - | |||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. | |||||||||
Because of the historical earnings history of the Company, the net deferred tax assets for 2013 and 2012 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $908,917 and $1,192,787 as of December 31, 2013 and 2012, respectively. The decrease in valuation allowance in 2013 was $283,870. | |||||||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2013 | |
Concentrations | ' |
NOTE 14 - CONCENTRATIONS | ' |
Concentration of Credit Risk | |
Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. | |
The Company places its temporary cash investments with financial institutions insured by the FDIC. No amounts exceeded federally insured limits as of December 31, 2013. There have been no losses in these accounts through December 31, 2013. | |
Concentration of Intellectual Property | |
The Company owns the trademark “eLayaway” and the related logo, and owns, through the assignment from its former subsidiary, MDIP, LLC, the U.S. utility patent pending rights, title and interest, filed on October 17, 2006, relating to the eLayaway business process. The Company’s business is reliant on these intellectual property rights. MDIP Assigned the Utility Patent Application to the Company in March 2010. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
NOTE 15 - SUBSEQUENT EVENTS | ' |
On November 14, 2013, the Company entered into a consulting agreement with Lakeport for one year to provide various services. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. On January 1, 2014, February 1, 2014, March 1, 2014 and April 1, 2014, the Company issued four notes, each for $5,000. See Note 7. | |
On November 14, 2013, the Company entered into a consulting agreement with Thomas Carluccio, Jr. for one year to provide various services. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. On January 1, 2014, February 1, 2014, March 1, 2014 and April 1, 2014, the Company issued four notes, each for $5,000. See Note 7. | |
On November 14, 2013, the Company entered into an addendum to the employment agreement with Sergio Pinon for one year to provide various services including serving as chief executive officer, interim chief financial officer and director. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. On January 1, 2014, February 1, 2014, March 1, 2014 and April 1, 2014, the Company issued four notes, each for $5,000. See Notes 7 and 11. | |
On January 2, 2014, Asher converted $5,000 of the note dated December 21, 2012, into 21,739,130 shares of common stock (see Note 7) at a discounted conversion rate of $0.00023. | |
On January 10, 2014, Asher converted $5,640 of the note dated December 21, 2012, into 47,000,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.00012. | |
On January 22, 2014, Asher converted $5,175 of the note dated December 21, 2012, into 51,750,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.0001. | |
On January 28, 2014, Asher converted $5,175 of the note dated December 21, 2012, into 51,750,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.0001. | |
On January 28, 2014, the Company issued ASC 76,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $15,200 based on a per share price of $0.0002. | |
On January 30, 2014, Asher converted $5,175 of the note dated December 21, 2012, into 51,750,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.0001. | |
On February 5, 2014, the Company issued ASC 93,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $9,300 based on a per share price of $0.0001. | |
On February 7, 2014, Asher converted $3,105 of the note dated December 21, 2012, into 51,750,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.00006. | |
On February 11, 2014, Asher converted $3,105 of the note dated December 21, 2012, into 51,750,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.00006. | |
On February 13, 2014, the Company issued ASC 113,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $33,900 based on a per share price of $0.0003. | |
On February 14, 2014, Asher converted $1,265 of principal and $2,120 of accrued interest of the note dated December 21, 2012, into 56,416,667 shares of common stock (see Note 7) at a discounted conversion rate of $0.00006. | |
On February 20, 2014, Asher converted $9,100 of the note dated January 31, 2013, into 113,750,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.00008. | |
On February 24, 2014, Asher converted $13,700 of the note dated January 31, 2013, into 114,166,667 shares of common stock (see Note 7) at a discounted conversion rate of $0.00012. | |
On February 24, 2014, the Company issued ASC 141,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $42,300 based on a per share price of $0.0003. | |
On February 26, 2014, Buko-Evolution converted $9,000 of the note dated October 26, 2011, into 56,250,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.00016. | |
On February 27, 2014, Asher converted $9,700 of principal and $1,300 of accrued interest of the note dated January 31, 2013, into 91,666,667 shares of common stock (see Note 7) at a discounted conversion rate of $0.00012. | |
On March 4, 2014, the Company issued ASC 178,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $35,600 based on a per share price of $0.0002. | |
On March 6, 2014, KAJ sold the remaining principal balance of $10,000 and accrued interest of $8,200 to Southridge for $18,200 (see Note 7). | |
On March 7, 2014, Buko-Evolution converted $9,000 of the note dated October 26, 2011, into 56,250,000 shares of common stock (see Note 7) at a discounted conversion rate of $0.00016. | |
On March 12, 2014, the Company issued ASC 195,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $78,000 based on a per share price of $0.0004. | |
On March 17, 2014, Southridge converted $18,575 of the note acquired on March 6, 2014 into 185,750,000 shares of common stock. | |
On March 20, 2014, the Company issued ASC 239,000,000 shares of common stock under the settlement terms of the 3(a)(10) (see Note 10). The shares were valued at $191,200 based on a per share price of $0.0008. | |
On March 24, 2014, the Company entered into a convertible note with Southridge for $20,000. The note matures on February 28, 2015 and bears interest of 10% per annum. The conversion rate is the lesser of $0.002 or a 50% discount from the lowest closing bid price in the 30 trading days prior to the day of conversion. | |
On March 27, 2014, ASC purchased the Hansen note (see Note 7) dated December 12, 2011. |
NATURE_OF_OPERATIONS_AND_SUMMA1
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies Policies | ' | ||||||||||||||||
Organization | ' | ||||||||||||||||
eLayaway, Inc. (the “Company,” “we,” “us,” “our,” or “eLayaway”) is a Delaware corporation formed on December 26, 2006 as Tedom Capital, Inc. On April 16, 2010, the Company changed its name to eLayaway, Inc. | |||||||||||||||||
On March 17, 2010, the Company formed Tedom Acquisition Corp. (“TAC”), a Florida corporation, for the purpose of a reverse triangular merger with eLayaway.com, Inc., a Florida corporation (f/k/a eLayawayCOMMERCE, Inc. and eLayaway, Inc., “eLayaway.com”). On April 12, 2010, eLayaway.com merged with TAC with eLayaway.com as the surviving subsidiary of the Company. | |||||||||||||||||
eLayaway.com was a Florida limited liability company that was formed on September 8, 2005 in Florida. On September 1, 2009, the Managing Members of the Florida limited liability company filed with the State of Florida to convert the Company to a corporation. For accounting purposes, the conversion to a corporation was treated as a recapitalization and reflected retroactively for all periods presented in the accompanying consolidated financial statements. On April 19, 2010, eLayaway, Inc. changed its name to eLayawayCOMMERCE, Inc. and subsequently, on March 7, 2012, changed its name to eLayaway.com, Inc. | |||||||||||||||||
Prior to the formation of eLayaway.com, the research and development of the eLayaway concept operated under the entity Triadium, LLC. The investors and founders of Triadium, LLC then formed eLayaway, LLC to commercialize the eLayaway business concept. There were no assets or liabilities contributed to eLayaway from Triadium, LLC at the time of formation of eLayaway, LLC. | |||||||||||||||||
In April 2007, the Company formed eLayaway Australia Pty, Ltd., an Australian company. This entity is 97% owned by eLayaway and has been inactive since inception. In 2012, this entity was dissolved. | |||||||||||||||||
On February 18, 2009, the Company acquired MDIP, LLC (“MDIP”), for nominal consideration, from its three founders, who are also the founders of eLayaway. MDIP held the intellectual property rights related to the electronic payment systems and methods for which a non-provisional patent application was filed on October 17, 2006 for a Letters Patent of the United States and assigned a Utility Patent application Serial No. 11/550,301. | |||||||||||||||||
On March 25, 2009, one of the founders of eLayaway assigned the “eLayaway” trademark to the Company for nominal consideration including $6,468 of legal fees paid by the Company in 2006. | |||||||||||||||||
On March 29, 2010, the intellectual property was assigned to eLayaway.com and MDIP was dissolved. | |||||||||||||||||
On July 28, 2010, Pay4Tix.com, Inc. (“Pay4Tix,” f/k/a eLayawaySPORTS, Inc.), a Florida corporation, was formed as a subsidiary of the Company. This company was administratively dissolved on September 27, 2013. | |||||||||||||||||
On November 15, 2011, DivvyTech, Inc. (“DivvyTech”), a Florida corporation, was formed as a subsidiary of the Company. This company was administratively dissolved on September 27, 2013. | |||||||||||||||||
On January 20, 2012, PrePayGetaway.com, Inc. (“PrePayGetaway”) and PlanItPay.com, Inc. (“PlanItPay”), both Florida corporations, were formed as subsidiaries of the Company. These companies were administratively dissolved on September 27, 2013. | |||||||||||||||||
On January 25, 2012, NuVidaPaymentPlan.com, Inc. (“NuVida”), a Florida corporation, was formed as a subsidiary of the Company. This company was administratively dissolved on September 27, 2013. | |||||||||||||||||
On February 7, 2012, with an effective date of February 1, 2012, the Company acquired all of the voting capital stock of Centralized Strategic Placements, Inc. (“CSP,” see Note 2). CSP is a discontinued operation. | |||||||||||||||||
On October 1, 2012, the Company, through an Asset Purchase Agreement with Channel Worth Holdings, LLC (“Channel Worth”), sold certain assets owned by CSP. Channel Worth acquired the technology of CSP and the respective operations of CSP. The Company and Channel Worth entered into an agreement whereas Channel Worth would provide on a long-term basis, the services of the operation independently of CSP and/or the Company. See Notes 2 and 12. | |||||||||||||||||
Nature of Operations | ' | ||||||||||||||||
The Company has evolved its technology to remove itself from being identified as a layaway only company. The Company is changing its image and branding to DivvyTech, which specializes in various payment processing methods including, but not limited to, layaway. DivvyTech's core function is to empower retailers and payment processors with an automated recurring payments administration system. This includes a robust engine with the ability to process multiple and varied payments, a dynamic system to schedule individual plans and a user-friendly interface for reporting the complexities of both. DivvyTech’s technology empowers retailers and payment processors with an automated recurring payments administration system designed to manage layaway, leasing, micro-lending, layaway-credit hybrid programs and Automated Clearing House (“ACH”) programs. Supported consumer funding sources include: ACH, cash, credit and debit cards. By providing flexible an affordable payment options, retailers and processors increase consumer spending power and enhance their user experience. | |||||||||||||||||
When requiring consumers to pay over time, DivvyTech’s innovative payment breakthrough offers unprecedented flexibility and access. The Company’s suite of products is perfect for organizations and payment processors that are looking for an autonomous and agnostic payment solution to enhance their existing products and services. This service allows both the provider and consumer to have the ability to manage the automation and distribution of the overall payment transaction process which is unique to the industry. | |||||||||||||||||
DivvyTech Powered Brands: | |||||||||||||||||
eLayaway.com is a payment processor that empowers merchants with the ability to easily and efficiently offer an automated layaway payment plan to both online and in-store customers. Consumers can use eLayaway to conveniently pay for any product or service over time and receive their order once it is paid in full. Payment processing and supporting services are handled by eLayaway while merchants provide order fulfillment. | |||||||||||||||||
NuVida Payment Plan provides prepayment solutions for patients and healthcare facilities. This patented technology provides patients with the opportunity to prepay for procedures over time without having to use credit or go into debt. NuVida is managed by HIPAA certified, payment processing professionals. | |||||||||||||||||
Pay4Tix provides a prepaid ticket solution for both teams and fans. DivvyTech's payment technology allows teams and ticketing platforms to integrate the prepayment option directly into all sales channels for new ticket sales and season ticket renewals. Pay4Tix is managed by payment processing experts with sports marketing experience. | |||||||||||||||||
PrePayGetaway provides a prepayment solution for travel companies and consumers. By leveraging DivvyTech's technology, travel professionals can create a customized recurring prepayments system. PrePayGetaway is managed by payment processing experts with travel industry experience. | |||||||||||||||||
PlanItPay consists of a robust community of registered member shoppers connecting online at eLayaway.com with affiliate merchants offering millions of consumer products and services. Thousands of secure transactions are processed weekly with membership increasing daily. PlanItPay’s proprietary technology is managed by payment processing experts with retail experience. | |||||||||||||||||
eApartado.com is the eLayaway.com platform recreated for Hispanic merchants and consumers. The site provides the same exclusive technologies offered through eLayaway.com and is managed by a team of bilingual experts. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
The consolidated financial statements include the accounts of eLayaway and its wholly-owned subsidiaries (as of December 31, 2013), eLayaway.com, Pay4Tix (inactive), DivvyTech (inactive), NuVida (inactive), CSP (discontinued operations), PrepayGetaway (inactive), PlanItPay (inactive) and majority-owned subsidiary eLayaway Australia Pty, Ltd. (inactive). All significant inter-company balances and transactions have been eliminated in consolidation. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the valuation and purchase price allocation of assets acquired and liabilities assumed in business combinations, amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets. | |||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
As a result of an agreement dated October 1, 2012 with a third party, the operations of CSP are reflected as a discontinued operation. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||||||||
Property, Equipment and Depreciation | ' | ||||||||||||||||
Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred. | |||||||||||||||||
Web site Development Costs | ' | ||||||||||||||||
The Company accounts for its web site development costs in accordance with Accounting Standards Codification (“ASC”) ASC 350-10 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“ASC 350-10”). These costs are included in intangible assets in the accompanying consolidated financial statements. | |||||||||||||||||
ASC 350-10 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application development stage. The Company amortizes the capitalized cost of software developed or obtained for internal use over an estimated life of three years. | |||||||||||||||||
Accounting for Derivatives | ' | ||||||||||||||||
The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short term loans the carrying amounts approximate fair value due to their short maturities. | |||||||||||||||||
We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||||||
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||||||
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | |||||||||||||||||
We currently measure and report at fair value our derivative liabilities. The fair value of intangible assets has been determined using the present value of estimated future cash flows method. The fair value of derivative liabilities is measured using the Black-Scholes option pricing method. The following table summarizes our non-financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Balance at | Quoted Prices in | Significant Other | Significant | ||||||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | |||||||||||||||||
2013 | Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Trademarks | $ | 3,413 | $ | - | $ | - | $ | 3,413 | |||||||||
Total Financial Assets | $ | 3,413 | $ | - | $ | - | $ | 3,413 | |||||||||
Following is a summary of activity through December 31, 2013 of the fair value of intangible assets valued using Level 3 inputs: | |||||||||||||||||
Balance at December 31, 2012 | $ | 3,844 | |||||||||||||||
Amortization of intangibles | (431 | ) | |||||||||||||||
Ending balance at December 31, 2013 | $ | 3,413 | |||||||||||||||
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2013: | |||||||||||||||||
Balance at | Quoted Prices in | Significant Other | Significant | ||||||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | |||||||||||||||||
2013 | Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Liabilities: | |||||||||||||||||
Derivative Liabilities | $ | 53,570 | $ | - | $ | - | $ | 53,570 | |||||||||
Total Financial Assets | $ | 53,570 | $ | - | $ | - | $ | 53,570 | |||||||||
Following is a summary of activity through December 31, 2013 of the fair value of derivative liabilities valued using Level 3 inputs: | |||||||||||||||||
Balance at December 31, 2012 | $ | 70,704 | |||||||||||||||
Note inception date fair value | 24,815 | ||||||||||||||||
Change in fair value during 2013 | -41,949 | ||||||||||||||||
Ending balance at December 31, 2013 | $ | 53,570 | |||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
The Company recognizes revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements”. Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams as follows: | |||||||||||||||||
• | Transaction fees for each layaway, which are recognized at the point-of-sale. | ||||||||||||||||
• | eLayawayADVANTAGE™, which is a monthly consumer membership fee paid in advance each month and recognized pro rata over the service period. | ||||||||||||||||
• | eLayawayMALL commissions which are commissions earned by referring customers to merchants through the Company’s web site and are recognized by the Company at the point of sale by the third party merchant. | ||||||||||||||||
• | Cancellation fees ($25 per cancellation) which are charged to eLayaway members upon cancellation of their order and recognized on the cancellation date. | ||||||||||||||||
• | Merchant subscription fees which are either monthly merchant service fees recognized pro rata over the service period or transaction fees recognized at the point-of-sale. | ||||||||||||||||
• | Interest income derived from the escrow account which is included as other income. | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. | |||||||||||||||||
Advertising | ' | ||||||||||||||||
Advertising is expensed as incurred and is included in selling, general and administrative expenses on the accompanying statement of operations. For the years ended December 31, 2013 and 2012 advertising expense for continuing operations was $6,129 and $95,678, respectively. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Prior to September 1, 2009, the Company operated as an LLC and thus had no income tax exposure. Effective September 1, 2009, the Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||||||||||||||||
Beginning September 1, 2009, the Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2013, tax years 2012, 2011, 2010 and 2009 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. | |||||||||||||||||
Effective September 1, 2009, the Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48”, (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying consolidated financial statements. | |||||||||||||||||
Net Earnings (Loss) Per Share | ' | ||||||||||||||||
In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share consist of warrants to purchase 32,618 at December 31, 2013 shares of common stock (which are not in the money), employee options to purchase 3,907 shares of common stock (which are not in the money) and convertible notes convertible into 1,408,949,713 common shares. All of the outstanding warrants and options have exercise prices that are out of the money therefore would not be converted at the current market price. As of December 31, 2013, there were a total of 1,408,986,238 common stock equivalents that were not utilized in the computation of 2013 dilutive net loss per share as the effect was anti-dilutive. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 12). | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of December 31, 2013 and 2012. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
The Company reviews new accounting standards as issued. No new standards had any material effect on these unaudited consolidated financial statements. The accounting pronouncements issued subsequent to the date of these unaudited consolidated financial statements that were considered significant by management were evaluated for the potential effect on these unaudited consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited consolidated financial statements as presented and does not anticipate the need for any future restatement of these unaudited consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2013 through the date these unaudited consolidated financial statements were issued. |
NATURE_OF_OPERATIONS_AND_SUMMA2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies Tables | ' | ||||||||||||||||
Non-financial assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
The following table summarizes our non-financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | |||||||||||||||||
Balance at | Quoted Prices in | Significant Other | Significant | ||||||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | |||||||||||||||||
2013 | Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Trademarks | $ | 3,413 | $ | - | $ | - | $ | 3,413 | |||||||||
Total Financial Assets | $ | 3,413 | $ | - | $ | - | $ | 3,413 | |||||||||
Fair value of intangible assets valued using Level 3 inputs | ' | ||||||||||||||||
Following is a summary of activity through December 31, 2013 of the fair value of intangible assets valued using Level 3 inputs: | |||||||||||||||||
Balance at December 31, 2012 | $ | 3,844 | |||||||||||||||
Amortization of intangibles | (431 | ) | |||||||||||||||
Ending balance at December 31, 2013 | $ | 3,413 | |||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2013: | |||||||||||||||||
Balance at | Quoted Prices in | Significant Other | Significant | ||||||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | |||||||||||||||||
2013 | Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Liabilities: | |||||||||||||||||
Derivative Liabilities | $ | 53,570 | $ | - | $ | - | $ | 53,570 | |||||||||
Total Financial Assets | $ | 53,570 | $ | - | $ | - | $ | 53,570 | |||||||||
Fair value of derivative liabilities valued using Level 3 inputs | ' | ||||||||||||||||
Following is a summary of activity through December 31, 2013 of the fair value of derivative liabilities valued using Level 3 inputs: | |||||||||||||||||
Balance at December 31, 2012 | $ | 70,704 | |||||||||||||||
Note inception date fair value | 24,815 | ||||||||||||||||
Change in fair value during 2013 | -41,949 | ||||||||||||||||
Ending balance at December 31, 2013 | $ | 53,570 |
BUSINESS_ACQUISITIONS_AND_DISP1
BUSINESS ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Acquisitions And Dispositions Tables | ' | ||||||||
Purchase price was allocated first to record identifiable acquired assets and assumed liabilities at fair value | ' | ||||||||
The purchase price was allocated first to record identifiable acquired assets and assumed liabilities at fair value as follows: | |||||||||
Current assets | $ | 13,002 | |||||||
Property and equipment | 24,220 | ||||||||
Other assets | 346 | ||||||||
Website technology intangibles | 249,840 | ||||||||
Total assets acquired | 287,408 | ||||||||
Liabilities assumed | (39,008 | ) | |||||||
Total purchase price | $ | 248,400 | |||||||
Revenues and net losses from CSP | ' | ||||||||
Net | |||||||||
(Unaudited) | Revenues | Income (Loss) | |||||||
CSP actual from February 1, 2012 to December 31, 2012 | $ | 77,908 | $ | (91,248 | ) | ||||
Loss from discontinued operations | ' | ||||||||
The following table shows the results of CSP included in the loss from discontinued operations: | |||||||||
For the Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Sales | $ | - | $ | 78,939 | |||||
Cost of sales | - | 12,154 | |||||||
Gross profit (loss) | - | 66,785 | |||||||
Selling, general and administrative expenses | - | 171,856 | |||||||
Loss from discontinued operations | - | -105,071 | |||||||
Other income (expense) | |||||||||
Interest expense | - | -916 | |||||||
Gain on settlement of debt | - | 14,739 | |||||||
Total other income (expense), net | - | 13,823 | |||||||
Net loss from discontinued operations | $ | - | $ | -91,248 | |||||
Major classes of assets and liabilities of discontinued operations | ' | ||||||||
The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash | $ | - | $ | 536 | |||||
Total current assets | - | 536 | |||||||
Total assets of discontinued operations | $ | - | $ | 536 | |||||
LIABILITIES | |||||||||
Current liabilities | |||||||||
Accounts payable | $ | - | $ | - | |||||
Total current liabilities of discontinued operations | $ | - | $ | - |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property And Equipment Tables | ' | ||||||||
Property and equipment | ' | ||||||||
Property and equipment consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 126,330 | $ | 126,330 | |||||
Office equipment | 47,027 | 47,027 | |||||||
Leased equipment | 89,459 | 89,459 | |||||||
262,816 | 262,816 | ||||||||
Less: Accumulated depreciation | (261,591 | ) | (260,621 | ) | |||||
Property and equipment, net | $ | 1,225 | $ | 2,195 | |||||
INTANGIBLES_NET_Tables
INTANGIBLES, NET (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangibles Net Tables | ' | ||||||||
Intangibles | ' | ||||||||
Intangibles consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Trademark | $ | 6,468 | $ | 6,468 | |||||
Web site | 303,046 | 303,046 | |||||||
309,514 | 309,514 | ||||||||
Less: Accumulated amortization | (306,101 | ) | (305,670 | ) | |||||
Intangibles, net | $ | 3,413 | $ | 3,844 | |||||
NOTES_AND_CONVERTIBLE_NOTES_PA1
NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS AND PREMIUMS (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Notes And Convertible Notes Payable And Notes Payable Related Parties Net Of Discounts And Premiums Tables | ' | ||||||||||||||||||||||||||||||||
NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS AND PREMIUMS | ' | ||||||||||||||||||||||||||||||||
Notes and convertible notes payable, net of discounts, all classified as current at December 31, 2013 and 2012, consists of the following: | |||||||||||||||||||||||||||||||||
Notes and convertible notes, | |||||||||||||||||||||||||||||||||
net of discounts | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||||||||||
Principal, | Principal, | ||||||||||||||||||||||||||||||||
Unamortized | Put | net of | Unamortized | Put | net of | ||||||||||||||||||||||||||||
Principal | Discount | Premium | Discounts | Principal | Discount | Premium | Discounts | ||||||||||||||||||||||||||
Gary Kline (1) (2) | $ | 56,000 | $ | - | $ | - | $ | 56,000 | $ | 56,000 | $ | - | $ | - | $ | 56,000 | |||||||||||||||||
Gary Kline (1) | 55,000 | - | - | 55,000 | 55,000 | - | - | 55,000 | |||||||||||||||||||||||||
Gary Kline (1) | 75,000 | - | - | 75,000 | 75,000 | - | - | 75,000 | |||||||||||||||||||||||||
Gary Kline (1) | 23,500 | - | - | 23,500 | 23,500 | - | - | 23,500 | |||||||||||||||||||||||||
James E. Pumphrey (1) | 25,883 | - | - | 25,883 | 25,883 | - | - | 25,883 | |||||||||||||||||||||||||
Evolution Capital, LLC (1) (2) | 11,500 | - | - | 11,500 | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Evolution Capital, LLC (1) (2) | 75,000 | - | - | 75,000 | 75,000 | - | - | 75,000 | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 22,750 | - | - | 22,750 | - | - | - | - | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 20,255 | - | - | 20,255 | - | - | - | - | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 36,580 | - | - | 36,580 | - | - | - | - | |||||||||||||||||||||||||
Evolution Capital, LLC (1) | 12,990 | - | - | 12,990 | - | - | - | - | |||||||||||||||||||||||||
Marina Development, LLC (1) (2) | - | - | - | - | 19,350 | - | - | 19,350 | |||||||||||||||||||||||||
Keith Sazer (1) (2) | - | - | - | - | 5,250 | - | - | 5,250 | |||||||||||||||||||||||||
Hanson Capital, LLC (1) (2) | 98,500 | - | - | 98,500 | 100,000 | - | - | 100,000 | |||||||||||||||||||||||||
Asher Enterprises, Inc. (2) | 650 | - | 27,155 | 27,805 | 37,500 | -18,103 | 27,155 | 46,552 | |||||||||||||||||||||||||
Asher Enterprises, Inc. (2) | 39,850 | - | 38,379 | 78,229 | 53,000 | -38,379 | 38,379 | 53,000 | |||||||||||||||||||||||||
Asher Enterprises, Inc. (2) | 32,500 | - | 23,534 | 56,034 | - | - | - | - | |||||||||||||||||||||||||
KAJ Capital, LLC (1) (2) | 10,000 | - | - | 10,000 | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Robert Salie - Line of Credit (1) (2) | 400,000 | -2,805 | - | 397,195 | 400,000 | -2,805 | - | 397,195 | |||||||||||||||||||||||||
Salie Family Limited Partnership (1) (2) | 50,000 | - | - | 50,000 | 50,000 | - | - | 50,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 15,400 | - | - | 15,400 | 15,400 | - | - | 15,400 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 25,000 | - | - | 25,000 | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 35,000 | - | - | 35,000 | 35,000 | - | - | 35,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 45,000 | - | - | 45,000 | 45,000 | - | - | 45,000 | |||||||||||||||||||||||||
Transfer Online, Inc. (1) | 55,000 | - | - | 55,000 | 55,000 | - | - | 55,000 | |||||||||||||||||||||||||
Douglas Pinard (1) | 20,000 | - | - | 20,000 | 20,000 | - | - | 20,000 | |||||||||||||||||||||||||
Richard St. Cyr (1) | 17,000 | - | - | 17,000 | 17,000 | - | - | 17,000 | |||||||||||||||||||||||||
Susan Jones (1) | 58,333 | - | - | 58,333 | 58,333 | - | - | 58,333 | |||||||||||||||||||||||||
SGI Group, LLC (1) (2) | - | - | - | - | 6,419 | - | - | 6,419 | |||||||||||||||||||||||||
Ventana Capital Partners, Inc. (1) | 20,000 | - | - | 20,000 | 20,000 | - | - | 20,000 | |||||||||||||||||||||||||
Star City Capital, LLC (1) (2) | - | - | - | - | 20,000 | - | - | 20,000 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 155,525 | - | - | 155,525 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 45,000 | - | - | 45,000 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 55,300 | - | - | 55,300 | |||||||||||||||||||||||||
Thomas Carluccio, Jr. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Thomas Carluccio, Jr. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
WHC Capital, LLC (1) (2) | - | - | - | - | 24,909 | - | - | 24,909 | |||||||||||||||||||||||||
Southridge Partners II, LP (1) (2) | - | - | - | - | 11,375 | - | - | 11,375 | |||||||||||||||||||||||||
Southridge Partners II, LP (2) | - | - | - | - | 25,000 | - | - | 25,000 | |||||||||||||||||||||||||
Total | $ | 1,346,691 | $ | (2,805 | ) | $ | 89,068 | $ | 1,432,954 | $ | 1,659,744 | $ | (59,287 | ) | $ | 65,534 | $ | 1,665,991 | |||||||||||||||
(1) In default. | |||||||||||||||||||||||||||||||||
(2) Convertible. | |||||||||||||||||||||||||||||||||
Notes, convertible notes, and | |||||||||||||||||||||||||||||||||
lines of credit payable to related | |||||||||||||||||||||||||||||||||
parties, net of discounts | |||||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||||||||||
Principal, | Principal, | ||||||||||||||||||||||||||||||||
Unamortized | Put | net of | Unamortized | Put | net of | ||||||||||||||||||||||||||||
Principal | Discount | Premium | Discounts | Principal | Discount | Premium | Discounts | ||||||||||||||||||||||||||
Bruce Harmon (1) | $ | 157,260 | $ | - | $ | - | $ | 157,260 | $ | 157,260 | $ | - | $ | - | $ | 157,260 | |||||||||||||||||
Bruce Harmon (1) | 10,000 | - | - | 10,000 | 10,000 | - | - | 10,000 | |||||||||||||||||||||||||
Bruce Harmon (1) | 52,010 | - | - | 52,010 | - | - | - | - | |||||||||||||||||||||||||
Bruce Harmon (1) | 15,000 | - | - | 15,000 | - | - | - | - | |||||||||||||||||||||||||
Bruce Harmon (1) | 15,000 | - | - | 15,000 | - | - | - | - | |||||||||||||||||||||||||
Bruce Harmon (1) | 10,138 | - | - | 10,138 | - | - | - | - | |||||||||||||||||||||||||
Sergio Pinon (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Sergio Pinon (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (2) | 5,000 | - | - | 5,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (2) | 45,000 | - | - | 45,000 | - | - | - | - | |||||||||||||||||||||||||
Lakeport Business Services, Inc. (1) | 47,235 | - | - | 47,235 | 47,235 | - | - | 47,235 | |||||||||||||||||||||||||
Lakeport Business Services, Inc. - Line of Credit (1) (2) | 200,615 | - | - | 200,615 | 213,095 | - | - | 213,095 | |||||||||||||||||||||||||
Total | $ | 572,258 | $ | - | $ | - | $ | 572,258 | $ | 427,590 | $ | - | $ | - | $ | 427,590 | |||||||||||||||||
(1) In default. | |||||||||||||||||||||||||||||||||
(2) Convertible. |
DERIVATIVES_Tables
DERIVATIVES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Derivatives Tables | ' | ||||||||||||
Estimated fair values of liabilities | ' | ||||||||||||
Note Inception | December 31, | December 31, | |||||||||||
Date | 2013 | 2012 | |||||||||||
Volatility | 251% - 257 | % | 251 | % | 251 | % | |||||||
Expected Term | 0.17 - 0.5 years | 0.08 - 0.46 years | 0.08 – 0.46 years | ||||||||||
Risk Free Interest Rate | 0.33 | % | 0.315 | % | 0.315 | % | |||||||
Initial fair value on note inception date and changes in fair value | ' | ||||||||||||
The following reflects the initial fair value on the note inception date and changes in fair value through December 31, 2013: | |||||||||||||
Note inception date fair value allocated to debt discount | $ | 483,317 | |||||||||||
Note inception date fair value allocated to other expense | 23,132 | ||||||||||||
Change in fair value in 2011 (gain) loss | (73,402 | ||||||||||||
Embedded conversion option derivative liability fair value on December 31, 2011 | 433,047 | ||||||||||||
Change in fair value in 2012 (gain) loss | (368,762 | ) | |||||||||||
Embedded conversion option derivative liability fair value on December 31, 2012 | 64,285 | ||||||||||||
Change in fair value in 2013 (gain) loss | (10,715 | ||||||||||||
Embedded conversion option derivative liability fair value on December 31, 2013 | $ | 53,570 |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Liabilities Tables | ' | ||||||||
Components of accrued expenses | ' | ||||||||
The major components of accrued expenses are summarized as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued payroll | $ | - | $ | 8,491 | |||||
Accrued interest | 388,879 | 240,449 | |||||||
Other accrued expenses | - | 170 | |||||||
Total | $ | 388,879 | $ | 249,110 | |||||
STOCKHOLDERS_DEFICIENCY_Tables
STOCKHOLDERS DEFICIENCY (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders Deficiency Tables | ' | ||||||||||||||||
Warrant activity for non-employees | ' | ||||||||||||||||
The Company has granted warrants to non-employee individuals and entities. Warrant activity for non-employees for the year ended December 31, 2013 is as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Number | Exercise | Contractual | Intrinsic | ||||||||||||||
of Warrants | Price | Terms | Value | ||||||||||||||
Outstanding at December 31, 2012 | 31,526 | $ | 24 | ||||||||||||||
Granted | 0 | $ | 0 | ||||||||||||||
Reclassification | 0 | $ | 0 | ||||||||||||||
Outstanding and exercisable at December 31, 2013 | 31,526 | $ | 24 | 2.82 | $ | - | |||||||||||
Weighted Average Grant Date Fair Value | $ | 4 | |||||||||||||||
Value of Warrants | ' | ||||||||||||||||
The warrants were valued at $0.039 per warrant or $5,571 using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
Stock Price | $ | 0.039 | |||||||||||||||
Expected Term | 5 Years | ||||||||||||||||
Expected Volatility | 239 | % | |||||||||||||||
Dividend Yield | 0 | ||||||||||||||||
Risk Free Interest Rate | 0.29 | % | |||||||||||||||
Warrant activity for employees | ' | ||||||||||||||||
The Company has granted warrants to employees. Warrant activity for employees the year ended December 31, 2013 is as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Number | Exercise | Contractual | Intrinsic | ||||||||||||||
of Warrants | Price | Terms | Value | ||||||||||||||
Outstanding at December 31, 2012 | 1,092 | $ | 50 | ||||||||||||||
Forfeited | 0 | $ | 0 | ||||||||||||||
Reclassification | 0 | $$ | 0 | ||||||||||||||
Outstanding at December 31, 2013 | 1,092 | $ | 50 | 1.37 | $ | - | |||||||||||
Exercisable at December 31, 2013 | 1,092 | $ | 50 | ||||||||||||||
Weighted Average Grant Date Fair Value | $ | 16 | |||||||||||||||
Value of Warrants for employees | ' | ||||||||||||||||
The warrants were valued at $0.017 per warrant or $25,500 using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
Stock Price | $ | 0.017 | |||||||||||||||
Expected Term | 2.5 Years | ||||||||||||||||
Expected Volatility | 267 | % | |||||||||||||||
Dividend Yield | 0 | ||||||||||||||||
Risk Free Interest Rate | 0.35 | % | |||||||||||||||
Options activity | ' | ||||||||||||||||
The Company has granted options to employees. Options activity for the year ended December 31, 2013 is as follows: | |||||||||||||||||
Weighted | Weighted Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
Number | Exercise | Contractual | Intrinsic | ||||||||||||||
of Options | Price | Terms | Value | ||||||||||||||
Outstanding at December 31, 2012 | 6,815 | $ | 23.8 | ||||||||||||||
Granted | 0 | $ | |||||||||||||||
Forfeited | 0 | $ | |||||||||||||||
Outstanding at December 31, 2013 | 6,815 | $ | 23.8 | 6.97 | $ | - | |||||||||||
Exercisable at December 31, 2013 | 3,907 | $ | 16 | ||||||||||||||
Weighted Average Grant Date Fair Value | $ | 6 | |||||||||||||||
Value of option | ' | ||||||||||||||||
The options were valued at $5.04 per option or $47,880 using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||
Stock Price | $ | 5.04 | |||||||||||||||
Expected Term | 6.5 Years | ||||||||||||||||
Expected Volatility | 257 | % | |||||||||||||||
Dividend Yield | 0 | ||||||||||||||||
Risk Free Interest Rate | 0.33 | % |
INCOME_TAX_Tables
INCOME TAX (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Tables | ' | ||||||||
Expected tax expense for Federal income tax | ' | ||||||||
The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% to loss before taxes), as follows: | |||||||||
For the Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Tax expense (benefit) at the statutory rate | $ | (1,550,404 | ) | $ | (972,858 | ) | |||
State income taxes, net of federal income tax benefit | (25,976 | ) | (55,256 | ) | |||||
Stock compensation and fee | 1,307,100 | 455,308 | |||||||
Change in valuation allowance | 269,280 | 572,806 | |||||||
Total | $ | - | $ | - | |||||
Deferred tax assets and liabilities | ' | ||||||||
The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2013 and 2012, respectively, are as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforward | $ | 756,534 | $ | 1,040,923 | |||||
Stock options | 100,574 | 100,574 | |||||||
Amortization of website and trademarks | 43,855 | 58,887 | |||||||
Total gross deferred tax assets | 916,872 | 1,200,384 | |||||||
Less: Deferred tax asset valuation allowance | (908,917 | ) | (1,192,787 | ) | |||||
Total net deferred tax assets | 7,955 | 7,597 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | (7,955 | ) | (7,597 | ) | |||||
Total deferred tax liabilities | (7,955 | ) | (7,597 | ) | |||||
Total net deferred taxes | $ | - | $ | - |
NATURE_OF_OPERATIONS_AND_SUMMA3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Dec. 31, 2013 |
AssetsMember | TrademarksMember | ' |
Total Financial Assets | $3,413 |
AssetsMember | OtherIntangibleAssetsMember | ' |
Total Financial Assets | 3,413 |
LiabilitiesTotalMember | ' |
Total Financial Assets | 53,570 |
LiabilitiesTotalMember | DerivativeLiabilitiesMember | ' |
Total Financial Assets | 53,570 |
FairValueInputsLevel1Member | AssetsMember | TrademarksMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel1Member | AssetsMember | OtherIntangibleAssetsMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel1Member | LiabilitiesTotalMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel1Member | LiabilitiesTotalMember | DerivativeLiabilitiesMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel2Member | AssetsMember | TrademarksMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel2Member | AssetsMember | OtherIntangibleAssetsMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel2Member | LiabilitiesTotalMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel2Member | LiabilitiesTotalMember | DerivativeLiabilitiesMember | ' |
Total Financial Assets | ' |
FairValueInputsLevel3Member | AssetsMember | TrademarksMember | ' |
Total Financial Assets | 3,413 |
FairValueInputsLevel3Member | AssetsMember | OtherIntangibleAssetsMember | ' |
Total Financial Assets | 3,413 |
FairValueInputsLevel3Member | LiabilitiesTotalMember | ' |
Total Financial Assets | 53,570 |
FairValueInputsLevel3Member | LiabilitiesTotalMember | DerivativeLiabilitiesMember | ' |
Total Financial Assets | $53,570 |
NATURE_OF_OPERATIONS_AND_SUMMA4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Beginning Balance | $3,413 | $3,844 |
Amortization of intangibles | -306,101 | -305,670 |
FairValueInputsLevel3Member | OtherIntangibleAssetsMember | ' | ' |
Beginning Balance | 3,844 | ' |
Amortization of intangibles | -431 | ' |
Ending balance | 3,413 | ' |
FairValueInputsLevel3Member | DerivativeLiabilitiesMember | ' | ' |
Beginning Balance | 70,704 | ' |
Note inception date fair value | 24,815 | ' |
Change in fair value during 2013 | -41,949 | ' |
Ending balance | $53,570 | ' |
NATURE_OF_OPERATIONS_AND_SUMMA5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Advertising expense for continuing operations | $6,129 | $95,678 |
Convertible notes convertible into common shares | 1,408,949,713 | ' |
Employee Stock Option [Member] | ' | ' |
Dilutive common stock equivalent shares | ' | 3,907 |
Warrant [Member] | ' | ' |
Dilutive common stock equivalent shares | ' | 32,618 |
Convertible Common Stock [Member] | ' | ' |
Dilutive common stock equivalent shares | ' | 1,408,986,238 |
BUSINESS_ACQUISITIONS_AND_DISP2
BUSINESS ACQUISITIONS AND DISPOSITIONS (Details) (USD $) | Dec. 31, 2013 |
Series B preferred stock, shares issued | ' |
Current assets | $13,002 |
Property and equipment | 24,220 |
Other assets | 346 |
Website technology intangibles | 249,840 |
Total assets acquired | 287,408 |
Liabilities assumed | -39,008 |
Total purchase price | $248,400 |
BUSINESS_ACQUISITIONS_AND_DISP3
BUSINESS ACQUISITIONS AND DISPOSITIONS (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Business Acquisitions And Dispositions Details 1 | ' |
Revenues | $77,908 |
Net Income (Loss) | ($91,248) |
BUSINESS_ACQUISITIONS_AND_DISP4
BUSINESS ACQUISITIONS AND DISPOSITIONS (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Sales | $119,996 | $116,153 |
Cost of sales | 30,167 | 49,608 |
Gross profit (loss) | 89,829 | 66,545 |
Selling, general and administrative expenses | 916,306 | 1,764,407 |
Loss from discontinued operations | -826,477 | -1,697,862 |
Interest expense | 346,916 | 1,149,016 |
Total other income (expense), net | -3,741,784 | -1,163,484 |
DiscontinuedOperationsMember | ' | ' |
Sales | ' | 78,939 |
Cost of sales | ' | 12,154 |
Gross profit (loss) | ' | 66,785 |
Selling, general and administrative expenses | ' | 171,856 |
Loss from discontinued operations | ' | -105,071 |
Interest expense | ' | -916 |
Gain on settlement of debt | ' | 14,739 |
Total other income (expense), net | ' | 13,823 |
Net loss from discontinued operations | ' | ($91,248) |
BUSINESS_ACQUISITIONS_AND_DISP5
BUSINESS ACQUISITIONS AND DISPOSITIONS (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Cash | $3,115 | $22,823 |
Total current assets | 25,736 | 207,367 |
Total assets of discontinued operations | 30,374 | 218,073 |
Accounts payable | 137,165 | 165,449 |
Total current liabilities of discontinued operations | 2,625,906 | 2,701,949 |
DiscontinuedOperationsMember | ' | ' |
Cash | ' | 536 |
Total current assets | ' | 536 |
Total assets of discontinued operations | ' | 536 |
Accounts payable | ' | ' |
Total current liabilities of discontinued operations | ' | ' |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Going Concern Details Narrative | ' | ' |
Amount of sustained net losses | $4,568,261 | ' |
Amount of stock-based compensation and settlements | 344,978 | ' |
Working capital deficiency | 2,600,170 | ' |
Cash used in operating activities | 291,931 | ' |
Stockholders' deficiency | 2,595,532 | ' |
Accumulated deficit | $23,146,869 | ($18,586,857) |
SEGREGATED_CASH_FOR_CUSTOMER_D1
SEGREGATED CASH FOR CUSTOMER DEPOSITS (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Segregated Cash For Customer Deposits Details Narrative | ' | ' |
Deposits received from customers for layaway sales | $22,621 | $86,054 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property and equipment, gross | $262,816 | $262,816 |
Less: Accumulated depreciation | -261,591 | -260,621 |
Property and equipment, net | 1,225 | 2,195 |
Computer equipment | ' | ' |
Property and equipment, gross | 126,330 | 126,330 |
Office equipment | ' | ' |
Property and equipment, gross | 47,027 | 47,027 |
Leased equipment | ' | ' |
Property and equipment, gross | $89,459 | $89,459 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property And Equipment Details Narrative | ' | ' |
Depreciation expense | $950 | $10,928 |
INTANGIBLES_NET_Details
INTANGIBLES, NET (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Intangibles Net Details | ' | ' |
Trademark | $6,468 | $6,468 |
Web site | 303,046 | 303,046 |
Intangibles, gross | 309,514 | 309,514 |
Less: Accumulated amortization | -306,101 | -305,670 |
Intangibles, net | $3,413 | $3,844 |
INTANGIBLES_NET_Details_Narrat
INTANGIBLES, NET (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Intangibles Net Details Narrative | ' | ' |
Amortization expense | $431 | $55,520 |
NOTES_AND_CONVERTIBLE_NOTES_PA2
NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS AND PREMIUMS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Principal | $1,346,691 | $1,659,744 |
Unamortized Discount | -2,805 | -59,287 |
Put Premium | 89,068 | 65,534 |
Principal, net of Discounts | 1,432,954 | 1,665,991 |
Gary Kline [Member] | ' | ' |
Principal | 56,000 | 56,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 56,000 | 56,000 |
Gary Kline One [Member] | ' | ' |
Principal | 55,000 | 55,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 55,000 | 55,000 |
Gary Kline Two [Member] | ' | ' |
Principal | 75,000 | 75,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 75,000 | 75,000 |
Gary Kline Three [Member] | ' | ' |
Principal | 23,500 | 23,500 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 23,500 | 23,500 |
James E Pumphrey [Member] | ' | ' |
Principal | 25,883 | 25,883 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 25,883 | 25,883 |
Evolution Capital Llc [Member] | ' | ' |
Principal | 11,500 | 25,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 11,500 | 25,000 |
Evolution Capital Llc One [Member] | ' | ' |
Principal | 75,000 | 75,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 75,000 | 75,000 |
Evolution Capital Llc Two [Member] | ' | ' |
Principal | 22,750 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 22,750 | ' |
Evolution Capital Llc Three [Member] | ' | ' |
Principal | 20,255 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 20,255 | ' |
Evolution Capital Llc Four [Member] | ' | ' |
Principal | 36,580 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 36,580 | ' |
Evolution Capital Llc Five [Member] | ' | ' |
Principal | 12,990 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 12,990 | ' |
Marina Development LLC [Member] | ' | ' |
Principal | ' | 19,350 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 19,350 |
Keith Sazer [Member] | ' | ' |
Principal | ' | 5,250 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 5,250 |
Hanson Capital Llc [Member] | ' | ' |
Principal | 98,500 | 100,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 98,500 | 100,000 |
Asher Enterprises Inc [Member] | ' | ' |
Principal | 650 | 37,500 |
Unamortized Discount | ' | -18,103 |
Put Premium | 27,155 | 27,155 |
Principal, net of Discounts | 27,805 | 46,552 |
Asher Enterprises Inc One [Member] | ' | ' |
Principal | 39,850 | 53,000 |
Unamortized Discount | ' | -38,379 |
Put Premium | 38,379 | 38,379 |
Principal, net of Discounts | 78,229 | 53,000 |
Asher Enterprises Inc Two [Member] | ' | ' |
Principal | 32,500 | ' |
Unamortized Discount | ' | ' |
Put Premium | 23,534 | ' |
Principal, net of Discounts | 56,034 | ' |
Kaj Capital Llc [Member] | ' | ' |
Principal | 10,000 | 25,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 10,000 | 25,000 |
Robert Salie [Member] | ' | ' |
Principal | 400,000 | 400,000 |
Unamortized Discount | -2,805 | -2,805 |
Put Premium | ' | ' |
Principal, net of Discounts | 397,195 | 397,195 |
Salie Family Limited Partnership [Member] | ' | ' |
Principal | 50,000 | 50,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 50,000 | 50,000 |
Transfer Online Inc [Member] | ' | ' |
Principal | 15,400 | 15,400 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 15,400 | 15,400 |
Transfer Online Inc One [Member] | ' | ' |
Principal | 25,000 | 25,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 25,000 | 25,000 |
Transfer Online Inc Two [Member] | ' | ' |
Principal | 35,000 | 35,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 35,000 | 35,000 |
Transfer Online Inc Three [Member] | ' | ' |
Principal | 45,000 | 45,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 45,000 | 45,000 |
Transfer Online Inc Four [Member] | ' | ' |
Principal | 55,000 | 55,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 55,000 | 55,000 |
Douglas Pinard [Member] | ' | ' |
Principal | 20,000 | 20,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 20,000 | 20,000 |
Richard St Cyr [Member] | ' | ' |
Principal | 17,000 | 17,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 17,000 | 17,000 |
Susan Jones [Member] | ' | ' |
Principal | 58,333 | 58,333 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 58,333 | 58,333 |
SGI Group [Member] | ' | ' |
Principal | ' | 6,419 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 6,419 |
Ventana Capital Partners Inc [Member] | ' | ' |
Principal | 20,000 | 20,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 20,000 | 20,000 |
Star City Capital Llc [Member] | ' | ' |
Principal | ' | 20,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 20,000 |
Southridge PartnersII Lp [Member] | ' | ' |
Principal | ' | 155,525 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 155,525 |
Southridge Partners IILp One [Member] | ' | ' |
Principal | ' | 45,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 45,000 |
Southridge Partners IILp Two [Member] | ' | ' |
Principal | ' | 55,300 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 55,300 |
Thomas Carluccio, Jr [Member] | ' | ' |
Principal | 5,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 5,000 | ' |
Thomas Carluccio, Jr One [Member] | ' | ' |
Principal | 5,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 5,000 | ' |
WHC Capital LLC [Member] | ' | ' |
Principal | ' | 24,909 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 24,909 |
Southridge Partners IILp Three [Member] | ' | ' |
Principal | ' | 11,375 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 11,375 |
Southridge Partners IILp Four [Member] | ' | ' |
Principal | ' | 25,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | 25,000 |
NotesConvertibleNotesAndLinesOfCreditPayableMember | ' | ' |
Principal | 572,258 | 427,590 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 572,258 | 427,590 |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Bruce Harmon [Member] | ' | ' |
Principal | 157,260 | 157,260 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 157,260 | 157,260 |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Bruce Harmon One [Member] | ' | ' |
Principal | 10,000 | 10,000 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 10,000 | 10,000 |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Bruce Harmon Two [Member] | ' | ' |
Principal | 52,010 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 52,010 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Bruce Harmon Three [Member] | ' | ' |
Principal | 15,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 15,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Bruce Harmon Four [Member] | ' | ' |
Principal | 15,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 15,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Bruce Harmon Five [Member] | ' | ' |
Principal | 10,138 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 10,138 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Sergio Pinon [Member] | ' | ' |
Principal | 5,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 5,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Sergio Pinon One [Member] | ' | ' |
Principal | 5,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 5,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Lakeport Business Services, Inc [Member] | ' | ' |
Principal | 5,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 5,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Lakeport Business Services, Inc One [Member] | ' | ' |
Principal | 5,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 5,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Lakeport Business Services, Inc Two [Member] | ' | ' |
Principal | 45,000 | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 45,000 | ' |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Lakeport Business Services, Inc Three [Member] | ' | ' |
Principal | 47,235 | 47,235 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 47,235 | 47,235 |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Lakeport Business Services, Inc. - Line of Credit [Member] | ' | ' |
Principal | 200,615 | 213,095 |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | 200,615 | 213,095 |
NotesConvertibleNotesAndLinesOfCreditPayableMember | Lakeport Business Services Inc [Member] | ' | ' |
Principal | ' | ' |
Unamortized Discount | ' | ' |
Put Premium | ' | ' |
Principal, net of Discounts | ' | ' |
NOTES_AND_CONVERTIBLE_NOTES_PA3
NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS AND PREMIUMS (Details Narrative) (USD $) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Lakeport Business Services Inc [Member] | Lakeport Business Services Inc [Member] | Lakeport Business Services Inc [Member] | Transfer Online Inc [Member] | Transfer Online Inc [Member] | Evolution Capital Llc [Member] | Southridge PartnersII Lp [Member] | Star City Capital Llc [Member] | Southridge Partners III Lp [Member] | SGI Group [Member] | Southridge Partners LLP [Member] | Marina [Member] | Southridge PartnersI LLP [Member] | WHC Capital LLC [Member] | Asher Enterprises Inc One [Member] | Southridge Partners IILp Three [Member] | Southridge Partners IILp Four [Member] | ||||
Remaining principal balance | ' | ' | $25,883 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' |
Accrued compensation | ' | ' | 58,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized compensation expense | ' | ' | 150,461 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit agreement balance | ' | ' | 400,000 | 213,095 | 200,615 | 200,615 | 45,000 | 300,000 | 11,500 | 46,000 | 20,000 | 11,375 | 0 | 55,300 | 0 | 0 | 0 | 39,850 | ' | 0 |
Fair value of warrants | 23,500 | 18,394 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | $95,995 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DERIVATIVES_Details
DERIVATIVES (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Volatility | 251.00% | 251.00% |
Risk Free Interest Rate | 0.32% | 0.32% |
Note Inception Date [Member] | ' | ' |
Risk Free Interest Rate | 0.33% | ' |
Minimum [Member] | ' | ' |
Expected Term | '28 days | '29 days |
Minimum [Member] | Note Inception Date [Member] | ' | ' |
Volatility | 251.00% | ' |
Expected Term | '2 months 1 day | ' |
Maximum [Member] | ' | ' |
Expected Term | '5 months 15 days | '5 months 16 days |
Maximum [Member] | Note Inception Date [Member] | ' | ' |
Volatility | 257.00% | ' |
Expected Term | '6 months | ' |
DERIVATIVES_Details_1
DERIVATIVES (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Derivatives Details 1 | ' |
Note inception date fair value allocated to debt discount | $483,317 |
Note inception date fair value allocated to other expense | 23,132 |
Change in fair value in 2011- (gain) loss | -73,402 |
Embedded conversion option derivative liability fair value on December 31, 2011 | 433,047 |
Change in fair value in 2012- (gain) loss | -368,762 |
Embedded conversion option derivative liability fair value on December 31, 2012 | 64,285 |
Change in fair value in 2013 (gain) loss | -10,715 |
Embedded conversion option derivative liability fair value on December 31, 2013 | $53,570 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
AccruedLiabilitiesDetailsAbstract | ' | ' |
Accrued payroll | ' | $8,491 |
Accrued interest | 388,879 | 240,449 |
Other accrued expenses | ' | 170 |
Total | $388,879 | $249,110 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Rent expense | $34,353 | $43,187 |
RELATED_PARTIES_Details_Narrat
RELATED PARTIES (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued interest | $388,879 | $240,449 |
Chief Financial Officer [Member] | ' | ' |
Line of credit | 519,738 | 427,590 |
Harmon [Member] | ' | ' |
Accounts payable | 0 | 14,681 |
Accrued interest | $18,475 | $33,563 |
STOCKHOLDERS_DEFICIENCY_Detail
STOCKHOLDERS DEFICIENCY (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrants Non Employee [Member] | ' | ' |
Outstanding shares Beginning Balance | ' | 31,526 |
Granted shares | 0 | ' |
Reclassification shares | 0 | ' |
Outstanding shares Ending Balance | ' | 31,526 |
Exercisable at December 31, 2013 | 31,526 | ' |
Outstanding shares, weighted average exercise price Beginning Balance | $24 | $24 |
Granted shares, weighted average exercise price | $0 | ' |
Reclassification shares, weighted average exercise price | $0 | ' |
Outstanding shares, weighted average exercise price Ending Balance | $24 | $24 |
Weighted average grant date fair value | $4 | ' |
Outstanding shares, weighted average remaining contractual terms | '2 years 9 months 26 days | ' |
Outstanding shares, aggregate intrinsic value | ' | ' |
Warrants Employee [Member] | ' | ' |
Outstanding shares Beginning Balance | 1,092 | 1,092 |
Granted shares | 0 | ' |
Reclassification shares | 0 | ' |
Outstanding shares Ending Balance | 1,092 | 1,092 |
Exercisable at December 31, 2013 | 1,092 | ' |
Outstanding shares, weighted average exercise price Beginning Balance | $50 | $50 |
Granted shares, weighted average exercise price | $0 | ' |
Reclassification shares, weighted average exercise price | $0 | ' |
Outstanding shares, weighted average exercise price Ending Balance | $50 | $50 |
Weighted average exercise price Exercisable at December 31, 2013 | $50 | ' |
Weighted average grant date fair value | $16 | ' |
Outstanding shares, weighted average remaining contractual terms | '1 year 4 months 13 days | ' |
Outstanding shares, aggregate intrinsic value | ' | ' |
Option [Member] | ' | ' |
Outstanding shares Beginning Balance | 6,815 | 6,815 |
Granted shares | 0 | ' |
Reclassification shares | 0 | ' |
Outstanding shares Ending Balance | 6,815 | 6,815 |
Exercisable at December 31, 2013 | 3,907 | ' |
Outstanding shares, weighted average exercise price Beginning Balance | $23.80 | $23.80 |
Outstanding shares, weighted average exercise price Ending Balance | $23.80 | $23.80 |
Weighted average exercise price Exercisable at December 31, 2013 | $16 | ' |
Weighted average grant date fair value | $6 | ' |
Outstanding shares, weighted average remaining contractual terms | '6 years 11 months 19 days | ' |
STOCKHOLDERS_DEFICIENCY_Detail1
STOCKHOLDERS DEFICIENCY (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Risk Free Interest Rate | 0.32% | 0.32% |
Catalyst Business Development [Member] | ' | ' |
Stock Price | 0.039 | ' |
Expected Term | '5 years | ' |
Expected Volatility | 239.00% | ' |
Dividend Yield | 0 | ' |
Risk Free Interest Rate | 0.29% | ' |
Digital Farmstand Llc [Member] | ' | ' |
Stock Price | 0.017 | ' |
Expected Term | '2 years 6 months | ' |
Expected Volatility | 267.00% | ' |
Dividend Yield | 0 | ' |
Risk Free Interest Rate | 0.35% | ' |
Milestones [Member] | ' | ' |
Stock Price | 5.04 | ' |
Expected Term | '6 years 6 months | ' |
Expected Volatility | 257.00% | ' |
Dividend Yield | 0 | ' |
Risk Free Interest Rate | 0.33% | ' |
STOCKHOLDERS_DEFICIENCY_Detail2
STOCKHOLDERS DEFICIENCY (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2012 | |
Stockholders Deficiency Details Narrative | ' |
Expense included in operating activities | $5,571 |
INCOME_TAX_Details
INCOME TAX (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Details | ' | ' |
Tax expense (benefit) at the statutory rate | ($1,550,404) | ($972,858) |
State income taxes, net of federal income tax benefit | -25,976 | -55,256 |
Stock compensation and fee | 1,307,100 | 455,308 |
Change in valuation allowance | 269,280 | 572,806 |
Total | ' | ' |
INCOME_TAX_Details_1
INCOME TAX (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Details 1 | ' | ' |
Net operating loss carryforward | $756,534 | $1,040,923 |
Stock options | 100,574 | 100,574 |
Amortization of website and trademarks | 43,855 | 58,887 |
Total gross deferred tax assets | 916,872 | 1,200,384 |
Less: Deferred tax asset valuation allowance | -908,917 | -1,192,787 |
Total net deferred tax assets | 7,955 | 7,597 |
Depreciation | -7,955 | -7,597 |
Total deferred tax liabilities | -7,955 | -7,597 |
Total net deferred taxes | ' | ' |
INCOME_TAX_Details_Narrative
INCOME TAX (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Details Narrative | ' | ' |
Operating loss carryforwards | $4,486,000 | $3,445,000 |
Percentage of deferred tax asset offest by valuation allowance | 100.00% | 100.00% |
Valuation allowance for remaining net deferred tax assets | 908,917 | 1,192,787 |
Decrease in valuation allowance | $283,870 | ' |