Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 21, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | NEXT GROUP HOLDINGS, INC. | |
Entity Central Index Key | 1,424,657 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 246,914,217 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 134,598 | $ 18,047 |
Restricted cash | 40,976 | |
Accounts receivable, net | 92,733 | 62,734 |
Finance deposit | 25,000 | 25,000 |
Loan receivable, related party | 60,000 | 60,000 |
Loan receivable | 123,353 | 40,000 |
Prepaid expenses and other current assets | 92,356 | |
Total current assets | 569,016 | 205,781 |
Equipment, net of accumulated depreciation | 98,218 | |
Related party receivable | 90,266 | 132,179 |
License fee | 138,889 | 201,385 |
Intangible assets, net of accumulated amortization | 1,243,429 | |
Goodwill | 2,651,354 | |
Total assets | 4,791,172 | 539,345 |
Current liabilities | ||
Bank overdraft | 2,792 | |
Accounts payable and accrued liabilities | 2,900,020 | 408,820 |
Common stock dividends payable | 30,000 | |
Deferred revenue | 28,058 | |
Customer deposits | 725,770 | |
Loan payable | 477,736 | 30,000 |
Convertible notes payable, net of discounts and debt issue costs | 710,113 | |
Derivative liability | 832,771 | |
Related party payable | 3,073,161 | 3,504,702 |
Interest payable, related party | 13,479 | 349 |
Notes payable, related party | 280,000 | 280,000 |
Total current liabilities | 9,073,900 | 4,223,871 |
Stockholders' Deficit | ||
Preferred stock, value | ||
Common stock, authorized 360,000,000 shares, $0.001 par value, 246,914,217 and 177,539,180 issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 246,914 | 177,539 |
Additional paid in capital | 6,643,648 | (23,868) |
Accumulated deficit | (8,545,517) | (3,820,945) |
Subscription Receivable | (10,000) | (10,000) |
Total Next Group Holdings, Inc. stockholders' deficit | (1,654,955) | (3,667,274) |
Non-controlling interest in subsidiaries | ||
Non-controlling interest: additional paid in capital in consolidated subsidiaries | (2,501,194) | 38,570 |
Non-controlling interest: accumulated deficit in consolidated subsidiaries | (126,579) | (55,822) |
Total non-controlling interest in subsidiaries | (2,627,773) | (17,252) |
Total liabilities and stockholders' deficit | 4,791,172 | 539,345 |
Series B Preferred Stock | ||
Stockholders' Deficit | ||
Preferred stock, value | 10,000 | 10,000 |
Total Next Group Holdings, Inc. stockholders' deficit | $ 10,000 | $ 10,000 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 360,000,000 | 360,000,000 |
Common stock, shares issued | 246,914,217 | 177,539,180 |
Common stock, shares outstanding | 246,914,217 | 177,539,180 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 502,472 | $ 42,146 | $ 587,482 | $ 184,340 |
Revenue, related party | 12,758 | (619) | 12,818 | 85,238 |
Total revenue | 515,230 | 41,527 | 600,300 | 269,578 |
Cost of revenue | 360,919 | 360,919 | ||
Cost of revenue, related party | 80,988 | 164,002 | 230,342 | 343,620 |
Gross profit (loss) | 73,322 | (122,475) | 9,038 | (74,042) |
Operating expenses | ||||
Officer compensation | 166,684 | 27,538 | 1,611,419 | 220,652 |
Professional fees | 1,370,885 | 74,873 | 2,843,656 | 91,798 |
General and administrative | 330,840 | (742) | 548,347 | 117,198 |
Total operating expenses | 1,868,409 | 101,669 | 5,003,422 | 429,648 |
Loss from operations | (1,795,087) | (224,144) | (4,994,384) | (503,690) |
Other income (expense) | ||||
Other income | 25,000 | 10,245 | 25,000 | |
Other expense | (45,000) | |||
Loss on disposal of equipment | (2,926) | |||
Interest expense | (412,017) | (1,302,199) | ||
Penalties on convertible notes payable | (14,490) | |||
Gain on derivative liability | 1,191,239 | 1,583,425 | ||
Total other income (expense) | 779,222 | 25,000 | 229,055 | 25,000 |
Net loss before income taxes | (1,015,865) | (199,144) | (4,765,329) | (478,690) |
Income taxes | ||||
Net loss before non-controlling interest | (1,015,865) | (199,144) | (4,765,329) | (478,690) |
Net income attributable to non-controlling interest | 65,374 | 70,757 | ||
Net loss attributable to Next Group Holdings, Inc. | $ (950,491) | $ (199,144) | $ (4,694,572) | $ (478,690) |
Loss per share, basic and diluted | $ 0 | $ 0 | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding | 234,060,228 | 219,373,975 | 230,017,361 | 219,373,975 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - 9 months ended Sep. 30, 2016 - USD ($) | Total | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Subscription Receivable | Non-Controlling Interest | Non-Controlling InterestAdditional Paid-in Capital | Non-Controlling InterestAccumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ (3,667,274) | $ 10,000 | $ 177,539 | $ (23,868) | $ (3,820,945) | $ (10,000) | $ (17,252) | $ 38,570 | $ (55,822) |
Beginning balance, shares at Dec. 31, 2015 | 10,000,000 | 177,539,180 | |||||||
Recapitalization | (1,032,615) | $ 44,785 | (1,077,400) | ||||||
Recapitalization, shares | 44,784,795 | ||||||||
Common shares rescinded | $ (4,000) | 4,000 | |||||||
Common shares rescinded, shares | (4,000,000) | ||||||||
Stock based compensation | 1,130,818 | 1,130,818 | |||||||
Shares issued for services | 2,130,078 | $ 9,275 | 2,120,803 | ||||||
Shares issued for services, shares | 9,274,959 | ||||||||
Shares issued for prepayment of services | 50,000 | $ 1,429 | 48,571 | ||||||
Shares issued for prepayment of services, shares | 1,428,571 | ||||||||
Shares issued for other expense | 45,000 | $ 200 | 44,800 | ||||||
Shares issued for other expense, shares | 200,535 | ||||||||
Shares issued in exchange for loan principal | 13,260 | $ 450 | 12,810 | ||||||
Shares issued in exchange for loan principal, shares | 450,000 | ||||||||
Shares issued for conversion of debt | 485,896 | $ 7,236 | 478,660 | ||||||
Shares issued for conversion of debt, shares | 7,236,177 | ||||||||
Shares issued for acquisition | 1,270,000 | $ 10,000 | 1,260,000 | ||||||
Shares issued for acquisition, shares | 10,000,000 | ||||||||
Net liabilities assumed in acquisition from related party | (780,147) | (780,147) | |||||||
Minority interest acquired | 2,540,903 | 2,540,903 | (2,540,903) | (2,540,903) | |||||
Forgiveness of imputed interest on related party payable | 179,706 | 179,706 | 1,139 | 1,139 | |||||
Derivative liability write off due to conversion of debt | 703,992 | 703,992 | |||||||
Common stock dividends declared | (30,000) | (30,000) | |||||||
Net loss for period ending September 30, 2016 | (4,694,572) | (4,694,572) | (70,757) | (70,757) | |||||
Ending balance at Sep. 30, 2016 | $ (1,654,955) | $ 10,000 | $ 246,914 | $ 6,643,648 | $ (8,545,517) | $ (10,000) | $ (2,627,773) | $ (2,501,194) | $ (126,579) |
Ending balance, shares at Sep. 30, 2016 | 10,000,000 | 246,914,217 |
Unaudited Consolidated of Cash
Unaudited Consolidated of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net Loss before non-controlling interest | $ (4,765,329) | $ (478,690) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-controlling interest | (70,757) | |
Imputed interest | 180,845 | |
Stock based compensation | 1,130,818 | |
Shares issued for services | 2,130,078 | |
Shares issued for other expense | 45,000 | |
Excess fair market of derivative charged to interest | 333,482 | |
Debt discount amortization | 636,302 | |
Amortization of debt issue costs | 24,511 | |
Amortization of intangible assets | 66,629 | |
Depreciation expense | 25,012 | |
Loss on disposal of equipment | 2,926 | |
License fee amortization | 62,495 | 27,780 |
Default penalties on convertible notes | 14,490 | |
Gain on derivative fair value adjustment | (1,583,425) | |
Changes in Operating Assets and Liabilities: | ||
Restricted cash | 3,678 | |
Accounts receivable | 31,392 | (136,196) |
Prepaid expenses | (26,192) | |
Inventory | 2,214 | |
Accounts payable | 706,186 | 92,258 |
Deferred revenue | 28,058 | |
Customer deposits | (30,035) | |
Related party interest payable | 13,130 | |
Net Cash Used by Operating Activities | (967,736) | (494,848) |
Cash Flows from Investing Activities: | ||
Advance from related parties | 41,913 | (75,247) |
Cash acquired in acquisitions, net of cash paid | 43,573 | |
Net Cash Provided by Investing Activities | 85,486 | (75,247) |
Cash Flows from Financing Activities: | ||
Bank overdraft | 1,704 | 581 |
Proceeds from loans payable | 50,000 | 30,000 |
Repayments of loans payable | (20,961) | |
Proceeds from convertible notes | 969,130 | |
(Repayments of) proceeds from related party loans | (47,481) | 512,906 |
Cash acquired through reverse recapitalization | 1,184 | |
Cash contributed in acquisition from related party net of cash paid | 45,225 | |
Net Cash Provided by Financing Activities | 998,801 | 543,487 |
Net Increase (Decrease) in Cash | 116,551 | (26,608) |
Cash at Beginning of Period | 18,047 | 28,755 |
Cash at End of Period | 134,598 | 2,147 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities | ||
Common stock issued as loan repayment | 13,260 | |
Common stock issued for conversion of note principal | 449,940 | |
Common stock issued for conversion of accrued interest | 35,956 | |
Common stock issued for prepayment of services | 50,000 | |
Change in derivative liabilities due to conversion of convertible notes payable | 703,992 | |
Common stock dividends declared | $ 30,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Next Group Holdings, Inc, (the “Company”) was incorporated under the laws of the State of Florida on September 21, 2005 to act as a holding company for its subsidiaries, both current and future. Its subsidiaries are Meimoun and Mammon, LLC (100% owned), Next Cala, Inc (94% owned). NxtGn, Inc. (65% owned) and Next Mobile 360, Inc. (100% owned). Additionally, Next Cala, Inc. has a 60% interest in NextGlocal, a subsidiary formed in May 2016. Meimoun and Mammon, LLC (“M&M”) was formed under the laws of the State of Florida on May 21, 2001 as a real estate investment company. During the year ended December 31, 2010, M&M began winding down real estate operations and engaged in telecommunications services. M&M acquired telecom registrations, licenses and authorities to provide telecom services to the retail and wholesale markets including sales of prepaid long distance telecom services and Mobile Virtual Network Operator (MVNO) services. The services are sold under the brand name Next Mobile 360 and through the subsidiary of the same name. Next Cala, Inc, (“Cala”) was formed under the laws of Florida on July 10, 2009 to the purpose of offering prepaid and reloadable debit cards to the retail market. Cala serves consumers in the underbanked and unbanked populations through Incomm, a leading provider of payment remittance services worldwide. NxtGn, Inc. (“NxtGn”) was formed under the laws of Florida on August 24, 2011 to develop a unique High Definition telepresence product (AVYDA) which allows users to connect with celebrities, public figures, healthcare and education applications via a mobile phone, tablet or personal computer. On January 1, 2016, NGH completed an Agreement and Plan of Merger (the “Merger Agreement”) with Pleasant Kids, Inc. (“Pleasant Kids”) and its wholly owned subsidiary, NGH Acquisition Corp. (“Acquisition Sub”), pursuant to which NGH merged with Acquisition Sub and Acquisition Sub was then merged into PLKD effective January 1, 2016. Under the terms of the Merger Agreement, the NGH shareholders received shares of PLKD common stock such that the NGH shareholders received approximately 80% of the total common shares and 100% of the preferred shares of PLKD issued and outstanding following the merger. Due to the nominal assets and limited operations of PLKD prior to the merger, the transaction was accorded reverse recapitalization accounting treatment under the provision of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 805 whereby NGH became the accounting acquirer (legal acquiree) and PLKD was treated as the accounting acquiree (legal acquirer). The historical financial records of the Company are those of the accounting acquirer (NGH) adjusted to reflect the legal capital of the accounting acquire (PLKD). On May 27, 2016, the Cala entered into a Joint Venture Agreement (the “Agreement”) with Glocal Payments Solutions, Inc (“Glocal”) to form a joint venture in which Cala has a 60% controlling interest and Glocal has a 40% interest. The Joint Venture will seek to launch and activate up to 45,000 prepaid debit cards under the Cala brand by December 31, 2016 and 360,000 additional cards during the 2017 calendar year. Either party may terminate the agreement at December 31, 2016 if certain objectives are not met. On July 22, 2016, the Company completed its acquisition of Transaction Processing Products, Inc. (“TPP”) which has a 64% interest in Accent InterMedia, LLC (“AIM”) and no other assets or liabilities. AIM operates as a leading gift card provider and in business activities very synergistic with those the Company is currently engaged in. On August 10, 2016, M&M, a wholly owned subsidiary of the Company, closed the acquisition of Tel3 from a related party. Tel3 provides prepaid international long distance telephone services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies and Basis of Presentation [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States for annual financial statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report. The accompanying consolidated balance sheet as of December 31, 2015 has been derived from our unaudited financial statements. The consolidated statements of operations and cash flows for the three and nine months ended September 30, 2016 are not necessarily indicative of the consolidated results of operations or cash flows to be expected for any future period or for the year ending December 31, 2016. The accompanying unaudited consolidated financial statements have been prepared by management and in the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position and results of operations as of the dates and for the periods presented. Effective January 12, 2016, the Company changed its name from Pleasant Kids, Inc. (“PLKD”) to Next Group Holdings, Inc. (“NGH”). Basis of Presentation This summary of accounting policies for Next Group Holdings, Inc. is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting) and have been consistently applied in the preparation of the unaudited consolidated financial statements. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of loans receivable, potential impairment losses of the capitalized license fee and fair value calculations related to embedded derivative features of outstanding convertible notes payable. Cash For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company held no cash equivalents as of September 30, 2016 or December 31, 2015. As discussed in Note 1 – Organization and Description of Business Activities Revenue recognition The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Impairment of Long-Lived Assets In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, Non-Controlling Interest The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders’ deficit section, separately from the Company’s stockholders’ deficit. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. Except as discussed in Note 7 – Derivative Liabilities Reclassifications Certain prior-year amounts have been reclassified in order to conform to the current-year presentation. Reclassifications are limited to the combination of related party payables accounts which were presented individually in the Company’s 10Q filing for the three month period ended March 31, 2016. Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2016, the Company had thirteen outstanding convertible notes payable with conversion rights that are exercisable. The amount of outstanding principal on these convertible notes total $870,500 plus accrued interest of $42,751 for total convertible debts as of September 30, 2016 of $913,251 representing 35,665,724 new dilutive common shares if converted at the applicable rates. The effects of these notes have been excluded as the conversion would be anti-dilutive due to the net loss incurred in each period presented. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. As discussed in the 8K filed on May 18, 2016, the Company declared a special dividend on its outstanding common stock of one share of Class D Redeemable Preferred Stock. Pursuant to the dividend, the special stock dividend will be distributed to owners of the Company's common stock as of the record date in a ratio of one share of Class D Redeemable Preferred Stock common stock for every 1 share of common stock owned as of the record date. The Company originally had set the record date as June 10, 2016 but was later modified to July 22, 2016. The Class D Preferred Stock must be redeemed within six months within six (6) months (or as soon thereafter as permitted by law) following final resolution of the Corporation's affiliates lawsuit against ViberMedia , Inc. (Next Communications, Inc. and Nxtgn, Inc. v. Viber Media, Inc.) which is, as of the date of this filing, pending in U.S. District Court for the Southern District of New York or any successor or other lawsuit relating to the subject matter thereof in which the Corporation (or any successor-in-interest) is named as a plaintiff (the "Lawsuit"). The Designation fixes the redemption price of each share of class D Preferred stock as the greater of par value or the amount obtained by dividing (a) 9.03 percent of the net proceeds to the Corporation of the Lawsuit after payment of fees and expenses incurred in connection with such law suit and the resolution of any creditor claims against Next Communications and all taxes on net income accrued or paid with respect to such amount, by (b) the total number of shares of Class D Preferred stock issued and outstanding as of the Redemption Date, which amount shall be rounded to the nearest whole cent. The Company has accrued common stock dividends payable of $30,000 as of September 30, 2016. Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. Stock-Based Compensation The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of subtopic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”) and subtopic 718-20 for awards classified as equity to employees. Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Accounts Receivable Accounts receivable balances are established for amounts owed to the Company from its customers from the sales of services and products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts. Loans Receivable The Company carries loans receivable for unsecured amounts lent to unrelated and related parties. The balance due to the Company monitored for collectability. An allowance for uncollectible loans is established based on the estimated collectability of outstanding loans. License Fee The Company entered into an agreement with a certain vendor whereby it obtained a license to market and distribute certain closed loop general purpose reloadable debit cards for an initial term of three years. The Company remitted $250,000 as a license fee in connection with the agreement which it is recognizing over the initial term of the agreement on a straight line basis. The unamortized balance of the license fee was $138,889 and $201,385 as of September 30, 2016 and December 31, 2015, respectively. Subscription Receivable During the year ended December 31, 2014, Cala accepted a $10,000 subscription receivable that remains outstanding as of September 30, 2016 and December 31, 2015. The subscription receivable is shown as a reduction to equity on the balance sheet pursuant to ASC 505. Recently Issued Accounting Standards In April 7, 2015 the FASB issued Accounting Standards Update “ASU” 2015-03 on “Interest — Imputation of Interest (Subtopic 835-30)” To simplify presentation of debt issuance costs, the amendments in this Update would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this Update. This ASU 2015-3 is effective for annual periods ending after December 15, 2015, and interim periods and annual periods thereafter. In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition ("ASC 605") and most industry-specific guidance throughout ASC 605. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective on December 15, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," ("ASU 2015-11"). ASU 2015-11 amends the existing guidance to require that inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. ASU 2015- 11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the effects of ASU 2015-11 on its consolidated financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers - Principal versus Agent Considerations." This Update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue From Contracts with Customers when another party, along with the reporting entity, is involved in providing a good or a service to a customer. In these circumstances, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). The amendments in the Update clarify the implementation guidance on principal versus agent considerations. The Update is effective, along with ASU 2014-09, for annual and interim periods beginning after December 15, 2017. The adoption of ASU 2016- 08 is not expected to have a material impact on our consolidated financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718)" ("ASU 2016- 09"). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial position or results from operations. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-1O"). The amendments in this update clarify the following two aspects to Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The entity first identifies the promised goods or services in the contract and reduce the cost and complexity. An entity evaluates whether promised goods and services are distinct. Topic 606 includes implementation guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The Company is currently evaluating ASU 2016-10 and its impact on its consolidated financial statements or disclosures. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company's unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a minimum cash balance available for payment of ongoing operating expense, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
Loans Receivable
Loans Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Loans Receivable [Abstract] | |
LOANS RECEIVABLE | NOTE 4 – LOANS RECEIVABLE At the time of the reverse recapitalization discussed in Note 1 – Organization and Description of Business Note 1 – Organization and Description of Business As discussed in Note 8 – Related Party Transactions |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2016 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 5 – FIXED ASSETS The Company acquired $4,572 of equipment net of accumulated depreciation of $1,430 through the reverse recapitalization discussed in Note 1 – Organization and Description of Business. Note 1 – Organization and Description of Business. Useful Lives (years) September 30, 2016 December 31, 2015 Computers and Software 1.6 $ 4,022 $ - Warehouse Equipment .75 85,495 - Furniture and Fixtures 1.5 28,885 - Leasehold Improvements .33 4,124 - Total 122,527 - Accumulated Depreciation (24,309 ) - Equipment, net $ 98,218 $ - |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE The following is a summary of all convertible notes outstanding as of September 30, 2016: Holder Issue Date Due Date Principal Unamortized Debt Unamortized Debt Issue Costs Carrying Value Accrued Interest Noteholder 1 11/25/2015 11/24/2016 $ 82,500 $ (12,379 ) $ - $ 70,121 $ 5,605 Noteholder 1 12/21/2015 12/21/2016 27,000 (6,089 ) - 20,911 1,663 Noteholder 1 1/15/2016 1/15/2017 131,250 (108,866 ) (1,826 ) 20,558 7,451 Noteholder 1 3/8/2016 3/8/2017 50,000 (33,849 ) (1,092 ) 15,059 2,247 Noteholder 1 4/11/2016 4/11/2017 82,500 (42,347 ) (2,181 ) 37,972 3,110 Noteholder 1 4/11/2016 4/11/2017 82,500 (42,347 ) (2,181 ) 37,972 3,110 Noteholder 1 4/11/2016 4/11/2017 82,500 (42,347 ) (2,181 ) 37,972 3,110 Noteholder 1 5/16/2016 5/16/2017 100,000 - (3,123 ) 96,877 3,003 Noteholder 1 7/22/2016 7/22/2017 50,000 - (2,021 ) 47,979 767 Noteholder 1 8/2/2016 8/2/2017 50,000 - (2,021 ) 47,979 647 Noteholder 2 11/20/2015 11/20/2016 37,000 (5,148 ) - 31,852 2,555 Noteholder 3 3/8/2016 3/8/2017 24,000 (16,244 ) (1,092 ) 6,664 2,127 Noteholder 3 5/16/2016 5/16/2017 100,000 - (3,123 ) 96,877 3,003 Noteholder 3 7/22/2016 7/22/2017 50,000 - (2,021 ) 47,979 767 Noteholder 3 3/8/2016 3/8/2017 25,000 (16,924 ) (815 ) 7,261 1,129 Noteholder 4 1/19/2016 1/15/2017 131,250 (116,011 ) (1,846 ) 13,393 7,336 Noteholder 4 3/9/2016 3/8/2017 50,000 (33,907 ) (1,091 ) 15,002 2,245 Noteholder 5 11/9/2015 11/9/2016 65,000 (7,315 ) - 57,685 1,063 Totals $ 1,220,500 $ (483,773 ) $ (26,614 ) $ 710,113 $ 50,938 Noteholder 1: Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on August 12, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $72,450 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, was due on August 12, 2016. The Note was convertible into the Company's common stock at the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company had the right to prepay the Note at any time from the date of issuance until the note was paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. The Company incurred a penalty of $14,490 under the terms of the note related to a DTC chill which was added to the then outstanding principal balance during the nine months ended September 30, 2016. During the nine months ended September 30, 2016, the Company issued 905,625 common shares for the conversion of $86,940 of principal which included the penalty and 99,286 common shares for the conversion of $9,518 of accrued interest. There was $0 of principal and $0 of accrued interest due at September 30, 2016. Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on September 21, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $82,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note contains a 7% OID such that the purchase price was $76,875. The Note, together with accrued interest at the annual rate of 8%, was due on September 21, 2016. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company had the right to prepay the Note at any time from the date of issuance until the note was paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the nine months ended September 30, 2016, the Company issued 873,015 common shares for the conversion of $82,500 of principal and 44,010 common shares for the conversion of $4,159 of accrued interest. There was $0 of principal and $0 of accrued interest due at September 30, 2016. Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on October 19, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $82,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, was due on October 15, 2016. The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the nine months ended September 30, 2016 the Company issued 1,499,662 common shares for the conversion of $82,500 of principal and 57,872 common shares for the conversion of $3,164 of accrued interest. As of September 30, 2016, there was $0 of principal and $0 of accrued interest due. Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on November 25, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $82,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on November 25, 2016. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $82,500 of principal and $5,605 of accrued interest due at September 30, 2016. Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on December 21, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $27,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on December 21, 2016. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $27,000 of principal and $1,663 of accrued interest due at September 30, 2016. On January 15, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party, for the principal amount of $131,250 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on January 15, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights on July 15, 2016. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $131,250 of principal and $7,451 of accrued interest due at September 30, 2016. On March 8, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on March 8, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recordd a derivative liability upon the note qualifying for conversion rights on September 8, 2016. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $50,000 of principal and $2,247 of accrued interest due at September 30, 2016. On April 11, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $82,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on April 11, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $82,500 of principal and $3,110 of accrued interest due at September 30, 2016. On April 11, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $82,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on April 11, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $82,500 of principal and $3,110 of accrued interest due at September 30, 2016. On April 11, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $82,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on April 11, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $82,500 of principal and $3,110 of accrued interest due at September 30, 2016. On May 16, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $100,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 16, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $100,000 of principal and $3,003 of accrued interest due at September 30, 2016. On July 22 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. Of the $50,000 total note, $2,500 was paid to third parties directly on our behalf as debt issues costs resulting in net cash proceeds to the Company of $47,500. The Note, together with accrued interest at the annual rate of 8%, is due on July 22, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion but not lower than $0.05 per share. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $50,000 of principal and $767 of accrued interest due at September 30, 2016. On August 2 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. Of the $50,000 total note, $2,500 was paid to third parties directly on our behalf as debt issues costs resulting in net cash proceeds to the Company of $47,500. The Note, together with accrued interest at the annual rate of 8%, is due on August 2, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion but not lower than $0.05 per share. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $50,000 of principal and $647 of accrued interest due at September 30, 2016. Noteholder 2: Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on July 30, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $37,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note contains a 5% OID such that the purchase price was $35,000. The Note, together with accrued interest at the annual rate of 8%, was due on July 30, 2016. The Note was convertible into the Company's common stock commencing at any time from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the nine months ended September 30, 2016, the Company issued 440,476 common shares for the conversion of $37,000 of principal and 24,329 common shares for the conversion of $2,043 of accrued interest. There was $0 of principal and $0 of accrued interest due at September 30, 2016. Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on November 20, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $37,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The note contains a 5% OID such that the purchase price was $35,000. The Note, together with accrued interest at the annual rate of 8%, is due on November 20, 2016. The Note is convertible into the Company's common stock commencing at any time from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $37,000 of principal and $2,555 of accrued interest due at September 30, 2016. Noteholder 3: Through the reverse recapitalization as discussed in Note 2, the Company acquired a convertible note payable that was entered into by Pleasant Kids (PLKD) on November 9, 2015. PLKD sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $75,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, was due on November 9, 2016. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the nine months ended September 30, 2016, the Company issued 1,153,855 common shares for the conversion of $75,000 of principal and 77,892 common shares for the conversion of $5,062 of accrued interest. There was $0 of principal and $0 of accrued interest due as of September 30, 2016. On March 8, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on March 8, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company bifurcated the conversion feature of the note and recorded a derivative liability upon the note qualifying for conversion rights on September 8, 2016. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. During the nine months ended September 30, 2016, the Company issued 520,000 common shares for the conversion of $26,000 of principal. There was $24,000 of principal and $3,003 of accrued interest due at September 30, 2016. On May 16, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $100,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on May 16, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $100,000 of principal and $3,003 of accrued interest due at September 30, 2016. On July 22, 2016, the Company sold and issued a Convertible Promissory Note to an unrelated party for the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of 8%, is due on July 22, 2017. The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company will bifurcate the conversion feature of the note and record a derivative liability upon the note qualifying for conversion rights. The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. There was $50,000 of principal and $767 of accrued interest due at Septem |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 7 – DERIVATIVE LIABILITIES As of September 30, 2016 the Company had a $832,771 derivative liability balance on the balance sheet and recorded a gain from derivative liability fair value adjustment of $1,191,239 and $1,583,425 during the three and nine months ended September 30, 2016, respectively. The derivative liability activity comes from convertible notes payable as follows: As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $163,369 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert all outstanding principal and accrued interest to common stock. At September 30, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $23,250 gain from change in fair value of derivatives and a write off of derivative liability due to conversion of $140,119 for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 126%, (3) risk-free interest rate of .23%, (4) expected life of 0.35 of a year, and (5) estimated fair value of the Company’s common stock of $0.25 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $144,016 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert all outstanding principal and accrued interest to common stock. At September 30, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $78,916 loss from change in fair value of derivatives and a write off of derivative liability due to conversion of $222,932 for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 491%, (3) risk-free interest rate of 49%, (4) expected life of 0.54 of a year, and (5) estimated fair value of the Company’s common stock of $0.28 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $164,342 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert all outstanding principal and accrued interest to common stock. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $66,391 gain from change in fair value of derivatives and a write off of derivative liability due to conversion of $97,951 for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 85%, (3) risk-free interest rate of .32%, (4) expected life of 0.25 of a year, and (5) estimated fair value of the Company’s common stock of $0.12 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $164,659 which was recorded as a derivative liability on the balance sheet. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $77,046 and recorded a $87,613 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 89%, (3) risk-free interest rate of .20%, (4) expected life of 0.15 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $53,961 which was recorded as a derivative liability on the balance sheet. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $26,230 and recorded a $27,731 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 116%, (3) risk-free interest rate of .29%, (4) expected life of 0.22 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $73,377 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert all outstanding principal and accrued interest to common stock. At September 30, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $4,648 gain from change in fair value of derivatives and a write off of derivative liability due to conversion of $68,729 for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 111%, (3) risk-free interest rate of .30%, (4) expected life of 0.30 of a year, and (5) estimated fair value of the Company’s common stock of $0.24 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $72,943 which was recorded as a derivative liability on the balance sheet. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $41,551 and recorded a $31,392 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 86%, (3) risk-free interest rate of .20%, (4) expected life of 0.14 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $149,708 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert all the outstanding principal to common stock. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $69,877 gain from change in fair value of derivatives and $79,831 write off of derivative liability due to conversion for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 100%, (3) risk-free interest rate of .29%, (4) expected life of 0.34 of a year, and (5) estimated fair value of the Company’s common stock of $0.11 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $199,632 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert $35,000 of outstanding principal to common stock. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $72,909 and recorded a $83,074 gain from change in fair value of derivatives and $43,649 write off of derivative liability due to conversion for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 77%, (3) risk-free interest rate of .20%, (4) expected life of 0.11 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable Note 1 – Organization and Description of Business The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the acquisition date of the note was $50,000 which was recorded as a derivative liability on the balance sheet. During the nine months ended September 30, 2016, the noteholder elected to convert all outstanding principal to common stock. At September 30, 2016 the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $0 and recorded a $19,102 gain from change in fair value of derivatives and $30,898 write off of derivative liability due to conversion for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 100%, (3) risk-free interest rate of .29%, (4) expected life of 0.34 of a year, and (5) estimated fair value of the Company’s common stock of $0.11 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at April 11, 2016 to be $178,542 which was recorded on the balance sheet of which $82,500 was recorded as a debt discount on the convertible note and will be recognized over the life of the instrument. The remaining $96,042 of value was immediately recognized as interest expense. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $96,164 and recorded a $82,378 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150%, (3) risk-free interest rate of .45%, (4) expected life of 0.53 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at April 11, 2016 to be $178,542 which was recorded on the balance sheet of which $82,500 was recorded as a debt discount on the convertible note and will be recognized over the life of the instrument. The remaining $96,042 of value was immediately recognized as interest expense. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $96,164 and recorded a $82,378 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150%, (3) risk-free interest rate of .45%, (4) expected life of 0.53 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at April 11, 2016 to be $178,542 which was recorded on the balance sheet of which $82,500 was recorded as a debt discount on the convertible note and will be recognized over the life of the instrument. The remaining $96,042 of value was immediately recognized as interest expense. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $96,164 and recorded a $82,378 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 150%, (3) risk-free interest rate of .45%, (4) expected life of 0.53 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The note became convertible six months after issuance or July 15, 2016. The aggregate fair value of the derivative at July 15, 2016 to be $176,606 of which $131,250 was recorded as a debt discount on the convertible note and will be recognized over the life of the instrument. The remaining $45,356 of value was immediately recognized as interest expense. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $15,701 and recorded a $160,905 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 135%, (3) risk-free interest rate of .29%, (4) expected life of 0.29 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The note became convertible six months after issuance or September 8, 2016. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at September 8, 2016 to be $38,532 which was recorded on the balance sheet as a debt discount on the convertible note and will be recognized over the life of the instrument. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $10,921 and recorded a $27,611 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 165%, (3) risk-free interest rate of .29%, (4) expected life of 0.44 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The note became convertible six months after issuance or September 8, 2016. The aggregate fair value of the derivative at September 8, 2016 to be $38,524 which was recorded on the balance sheet as a debt discount on the convertible note and will be recognized over the life of the instrument. During the nine months ended September 30, 2016, the noteholder elected to convert $26,000 of principal to common stock. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $5,245 and recorded a $13,396 gain from change in fair value of derivatives and $19,883 write off of derivative liability due to conversion for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 165%, (3) risk-free interest rate of .45%, (4) expected life of 0.44 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The note became convertible six months after issuance or September 8, 2016. The aggregate fair value of the derivative at September 8, 2016 to be $19,266 which was recorded on the balance sheet as a debt discount on the convertible note and will be recognized over the life of the instrument. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $5,461 and recorded a $13,805 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 165%, (3) risk-free interest rate of .29%, (4) expected life of 0.44 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The note became convertible six months after issuance or September 9, 2016. The aggregate fair value of the derivative at September 9, 2016 to be $138,780 of which $131,250 was recorded on the balance sheet as a debt discount on the convertible note and will be recognized over the life of the instrument. The remaining $7,530 of value was immediately recognized as interest expense. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $15,701 and recorded a $123,079 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 135%, (3) risk-free interest rate of .29%, (4) expected life of 0.29 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. As discussed in Note 6 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The note became convertible six months after issuance or September 9, 2016. The aggregate fair value of the derivative at September 9, 2016 to be $38,357 which was recorded on the balance sheet as a debt discount on the convertible note and will be recognized over the life of the instrument. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $11,014 and recorded a $27,343 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 655%, (3) risk-free interest rate of .29%, (4) expected life of 0.44 of a year, and (5) estimated fair value of the Company’s common stock of $0.035 per share. In addition to derivative liabilities associated with convertible notes payable, the Company recorded a derivative liability due to a ratchet strike price feature associated with the options issued in the acquisition of TPP. The options are exercisable at $0.18 per share unless the Company’s common stock is quoted at a price greater than $0.50 per share at which point the options are exercisable at $0.001 per share. At the time of issuance, the Company measured the fair value of the options issued and recorded a derivative liability of $898,490. At September 30, 2016, the Company marked-to-market the fair value of the derivative liabilities related to options and determined an aggregate fair value of $262,500 and recorded a $635,990 gain from change in fair value of derivatives for the nine months ended September 30, 2016. The fair value of the embedded derivatives for the options was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 913%, (3) risk-free interest rate of .88%, (4) expected life of 2.79 years, and (5) estimated fair value of the Company’s common stock of $0.035 per share. A summary of the changes in derivative liabilities balance for the nine months ended September 30, 2016 is as follows: Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2015 $ - Acquired in reverse recapitalization 1,236,007 Initial measurement of derivative liabilities 1,884,181 Change in fair market value (1,583,425 ) Write off due to conversion (703,992 ) Balance, September 30, 2016 $ 832,771 |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2016 | |
Stock Options [Abstract] | |
STOCK OPTIONS | NOTE 8 – STOCK OPTIONS The following table summarizes all stock option activity for the nine months ended September 30: Shares Weighted- Outstanding, December 31, 2015 - $ - Granted 18,500,000 0.224 Exercised - - Forfeited (1,000,000 ) 1.00 Expired - - Outstanding, September 30, 2016 17,500,000 $ 0.180 The following table discloses information regarding outstanding and exercisable options at September 30, 2016: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.18 17,500,000 $ 0.18 3.73 10,833,334 $ 0.18 17,500,000 $ 0.18 3.73 10,833,334 $ 0.18 On May 31, 2016, the Company issue 10,000,000 options to a board member pursuant to its agreement with the member. One third of the 10,000,000 options issued vested immediately upon execution of the related agreement, resulting in an immediate stock based expense of $558,323 being recognized. The remaining shares of this issuance vest based on performance milestones which the Company believes is 50% likely of occurring resulting in stock based expense of $558,328. The remaining fair value of the unvested shares will be recognized according to the estimated probability of the performance obligations being achieved. On July 14, 2016, the Company issued 7,500,000 options as part of its acquisition of TPP. The options are exercisable for a period of three years and carry an exercise price of $0.18 per share. The options carry a ratchet pricing feature whereby they become exercisable at $0.001 per share if the Company’s common stock trades at a price greater than $0.50 per share. The options carried a value of $898,490 which was recorded as a derivative liability as discussed in Note 7 – Derivative Liabilities The Company issued 1,000,000 stock options exercisable at $1.00 pursuant to its agreement with Glocal. This agreement was amended on August 9, 2016 in which the option owners forfeited these options. The fair value of the 1,000,000 stock options granted with an exercise price of $1.00 was amortized through the forfeiture resulting in stock based compensation expense of $14,166. Total stock based compensation expense was $7,083 and $1,130,818 during the three and nine months ended September 30, 2016 leaving an unrecognized expense of $558,328 as of September 30, 2016. In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows: September 30, Expected term of options granted 0 - 5 years Expected volatility range 778 - 850 % Range of risk-free interest rates 0.82 - 1.41 % Expected dividend yield 0 % |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS The Company follows the provisions of ASC 850— Related Party Transactions & Disclosures Our financial statements include disclosures of material related party transactions, other than expense allowances, and other similar items in the ordinary course of business. The disclosures include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. The Company has had extensive dealings with related parties including those in which our Chief Executive Officer holds a significant ownership interest as well as an executive position during the nine months ended September 30, 2016 and year ended December 31, 2015. Due to our operational losses, the Company has relied to a large extent on funding received from Next Communications, Inc., an organization in which our Chief Executive Officer and Chairman holds a controlling equity interest and holds an executive position. With the exception of the Company’s purchase of a 9% interest in Next Cala, Inc. from a related party as described below, amounts scheduled below as “due to related parties” and “due from related parties” have not had their terms, including amounts, collection or repayment terms or similar provisions memorialized in formalized written agreements. Related party balances at September 30, 2016 and December 31, 2015 consisted of the following: Loans Receivable, Related Party During the year ended December 31, 2014, the Company made a series of loans to the sister of Mr. Arik Maimon, our Chief Executive Officer totaling $60,000. No repayments have been made leaving a total principal balance of $60,000 due at September 30, 2016 and December 31, 2015, respectively. These loans were not memorialized in writing and accordingly, carry no terms as to repayment, interest or default. Due from related parties September 30, December 31, (a) Due from Next Cala 360, Inc. $ 90,266 $ 132,179 Total Due from related parties $ 90,266 $ 132,179 Due to related parties September 30, December 31, (b) Due to Next Communications, Inc. $ 2,978,041 $ 3,025,522 (c) Due to Asiya Communications SAPI de C.V. 95,120 95,120 (d) Due to Pleasant Kids, Inc. - 384,060 Total Due from related parties $ 3,082,016 $ 3,504,702 (a) Next Cala 360, is a Florida corporation established and managed by our Chief Executive Officer. (b) Next Communication, Inc. is a corporation in which our Chief Executive Officer holds a controlling interest and serves as the Chief Executive Officer (c) Asiya Communications SAPI de C.V.is a telecommunications company organized under the laws of Mexico, in which our Chief Executive Officer holds a substantial interest and is involved in active management. (d) Amount due to Pleasant Kids, Inc. for debt incurred throughout the period from the date of agreement to merger to consummation of merger. The Company was dependent on Pleasant Kids for financing during this time and its former officers later became shareholders of the Company as discussed in Note 1. During the three and nine months ended September 30, 2016, the Company recorded interest expense of $59,111 and $179,706 using an interest rate equal to that on the outstanding convertible notes payable as discussed in Note 6 – Convertible Notes Payable Notes Payable, Related Party During the year ended December 31, 2014, the Company entered into two notes with its President to purchase his interest in Next Cala, Inc. and separately his voting control in Next Cala. Inc. There was $280,000 of total principal and $13,479 of interest due at September 30, 2016. Cost of Revenues (Related Party) The Company purchases cellular minutes for wholesale distribution from Next Communications, Inc. Next Communications is a cellular company in which our Chief Executive Officer owns a 50% interest and serves as Chief Executive Officer. Purchases from Next Communications, Inc. for wholesale distribution of minutes totaled $80,988 and $230,342 during the three and nine months ended September 30, 2016. Revenues (Related Party) The Company generated revenues from related parties of ($619) and $85,238 during the three and nine months ended September 30, 2015. Of this total, $20,381 and $103,805 was generated from Next Cala 360 during the three and nine months ended September 30, 2015, respectively and ($21,000) and $0 was generated from a separate entity controlled by our CEO during the three and nine months ended September 30, 2015. The Company generated revenues of $12,758 and $12,818 from related parties during the three and nine months ended September 30, 2016. During the three months ended September 30, 2016, $12,676 was received from Next Cala 360 and $82 from Asiya Communications SAPI de C.V. During the nine months ended September 30, 2016, $12,676 was received from Next Cala 360 and $142 from Asiya Communications SAPI de C.V. |
Accounts Payable And Accrued Li
Accounts Payable And Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following as of September 30, 2016: September 30, Trade payables $ 2,517,321 Accrued expenses 127,216 Accrued interest 51,749 Accrued salaries and wages 203,734 Total $ 2,900,020 During the year ended December 31, 2014, a former employee, Franjose Yglesias-Bertheau of Pleasant Kids (PLKD) filed lawsuit against PLKD claiming unpaid wages of $622,968 and was initially awarded that amount in a judgement. However, the judgement was later reversed and the Company does not expect to pay more than the accrued salary of $35,025 currently recorded and included in accrued salaries and wages. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock At the time of incorporation, the Company was authorized to issue 60,000,000 shares of preferred stock with a par value of $0.001 of which 50,000,000 was designated Series A and 10,000,000 as Series B. With the completion of the recapitalization as discussed in Note 2, the outstanding Series A preferred shares were cancelled leaving a balance outstanding of Preferred Series A of -0-. The Company has 10,000,000 shares of Preferred Stock designated as Series B. The Series B Preferred Stock is not convertible into Common Stock at any time and is not entitled to dividends of any kind or liquidation, dissolution rights of any kind. The holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Stock that is held when voting together with holders of the Common Stock. The Company has 36,000,000 shares of Preferred Stock designated as Series D. The Class D Preferred Stock must be redeemed within six(6) months (or as soon thereafter as permitted by law) following final resolution of the Corporation's affiliates lawsuit against ViberMedia , Inc. (Next Communications, Inc. and Nxtgn, Inc. v. Viber Media, Inc.) which is, as of the date of this filing, pending in U.S. District Court for the Southern District of New York or any successor or other lawsuit relating to the subject matter thereof in which the Corporation (or any successor-in-interest) is named as a plaintiff (the "Lawsuit"). There were no Series D Preferred shares issued or outstanding as of September 30, 2016 or December 31, 2015. Common Stock Effective November 20, 2015 the Company amended its Articles of Incorporation to decrease the common shares authorized from 9,500,000,000 to 360,000,000 with a par value of $0.001. As discussed in Note 1 – Organization and Description of Business During the nine months ended September 30, 2016, the Company has issued 6,692,633 shares of commons stock for the conversion of $449,940 of principal of convertible notes payable and 543,544 shares for the conversion of $35,956 of accrued interest. The conversion of principal and accrued interest on convertible notes payable to common stock were done so at the contractual terms of each respective agreement. Additionally, the Company issued 450,000 common shares valued at $13,260 as repayment of a non-convertible loan and rescinded 4,000,000 common shares previously issued in connection with the reverse recapitalization discussed in Note 1 – Organization and Description of Business. Common Shares Issued for Services The Company issued 8,774,959 common shares for services totaling $2,092,828 pursuant to an agreement whereby a third party would provide certain services on behalf of the Company for a period of six months effective April 7, 2016. The Company valued the common shares using the close price of the stock as listed on the OTCBB on April 7, 2016. The Company recognized the value of the shares over the term of the agreement resulting in $1,046,414 and $2,092,828 of expense during the three and nine months ended September 30, 2016. Additionally, the Company issued a total of 500,000 shares for services in connection with its amendment to its Joint Venture agreement with Glocal Payment Solutions dated August 9, 2016. The shares were valued using the close price on the date of issuance as quoted by Nasdaq of $0.0745 resulting in total expense of $37,250. Common Shares Issued for Prepayment of Services The Company issued 1,428,571 common shares as a prepayment for services pursuant to an agreement with a third party whereby the third party would provide certain marketing and consulting services for a period of six months effective October 1, 2016. The shares were valued using the close price on the date of issuance as quoted by Nasdaq of $0.035 resulting in a total value of $50,000. The amount is being carried as a prepaid expense as of September 30, 2016. Common Shares Issued for Acquisitions On July 22, 2016, the Company completed its acquisition of TPP as discussed in Note 1 – Organization and Description of Business. Common Shares Issued for Other Expenses The 200,535 common shares issued for other expenses were pursuant to an agreement executed on February 11, 2016 whereby the Company agreed to issue $45,000 of common shares plus a cash payment of $5,000 in exchange for the option to purchase a controlling interest in an Israeli business. The Company determined the number of shares to be issued pursuant to the agreement using the close price of our common stock as quoted by the OTCBB on February 11, 2016 of $0.2244 per share. The Company did not execute its option to purchase a controlling interest in the business and the fair value of the shares totaling $45,000 was expensed. Common Shares Rescinded On April 22, 2016, the Company entered into a settlement agreement with the former officers of Pleasant Kids, Inc. to settle certain claims the Company brought against former management. Under the terms of the agreement, former management agreed to return a total of 4,000,000 common shares to the Company and the Company agreed to lift a stop transfer order that was placed on other shares. Summary of common stock activity for the nine months ended September 30, 2016 Outstanding shares Balance, December 31, 2015 177,539,180 Recapitalization 44,784,795 Share rescission (4,000,000 ) Shares issued for services 10,703,530 Shares issued for other expense 200,535 Shares issued as repayment of loan (a) 450,000 Shares issued for acquisition 10,000,000 Shares issued for conversion of convertible notes payable and accrued interest (b) 7,236,177 Balance, September 30, 2016 246,914,217 (a) Shares issued as repayment of outstanding loan principal of $13,260. The lender did not have conversion rights to convert the principal to common stock. However, the lender agreed to accept shares in lieu of cash repayment. (b) Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 – Convertible Notes Payable |
Customer Concentration
Customer Concentration | 9 Months Ended |
Sep. 30, 2016 | |
Customer Concentration [Abstract] | |
CUSTOMER CONCENTRATION | NOTE 12 – CUSTOMER CONCENTRATION The Company did not have any one customer account for more than 10% of its revenues during the three months ended September 30, 2015 or 2016. During the nine months ended September 30, 2016 and 2015, the Company generated 14% and 91% of its revenues from five and six separate customers, respectively. Of the 91% during the nine months ended September 30, 2015, 40% was from related parties. The loss of any one of these customers would have a material adverse effect on the Company’s operations. The concentration of revenues during the nine months ended September 30, 2016 and 2015 were: Nine months ended September 30, 2016 2015 Revenues % of Total Revenues % of Total Customer 1 $ 3,224 1 % $ - 0 % Customer 2 20,000 3 % - 0 % Customer 3 12,301 2 % - 0 % Customer 4 35,000 6 % - 0 % Customer 5 - 0 % 32,675 12 % Customer 6 - 0 % 27,000 10 % Customer 7 - 0 % 50,000 19 % Customer 8 - 0 % 27,787 10 % Customer 9, related party 12,676 2 % 103,805 39 % Customer 10, related party - 0 % 2,433 1 % Customer 11, related party 142 0 % - 0 % All Others 516,957 86 % 25,878 9 % Total $ 600,300 100 % $ 269,578 100 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. On April 7, 2016, the Company executed an agreement with a third party to provide certain services for the Company. The agreement requires 1% of the outstanding common share equivalent to be issued to the third party when the market capitalization of the Company reaches $500,000,000 and an additional 1% when it reached $750,000,000. The probability of this event is uncertain at present and the Company has not accrued a contingent loss as of September 30, 2016 as a result. On September 20, 2016, the Company received a notice it has been named as a defendant in a suit brought against Next Communications, an entity controlled by our CEO. In addition to being named a defendant, it was requested the Company provide certain documents for the discovery process. Due to the original suit being filed against a related party and not against the Company or its subsidiaries, we believe it likely the Company and its subsidiaries be dismissed as defendants and has not accrued a contingent loss as of September 30 as a result. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions [Abstract] | |
ACQUISITIONS | NOTE 14 – ACQUISITIONS Transaction Processing Products, Inc. As discussed in Note 1 – Organization and Description of Business Cash $ 43,583 Restricted cash 44,654 Accounts receivable 61,391 Inventory 2,214 Prepaid expenses and other current assets 9,435 Equipment 123,013 Note receivable 83,353 Accounts payable (1,741,858 ) Notes payable (418,697 ) Net liabilities assumed (net of $5.2 million intercompany payable / receivable acquired) (1,792,912 ) Fair value of shares issued 1,270,000 Fair value of options issued 898,490 Cash paid 10 Total consideration 2,168,500 Identifiable intangible assets 1,310,058 Goodwill recorded $ 2,651,354 Goodwill Goodwill of $2.65 million represents the excess of consideration transferred over the fair value of assets acquired including identifiable intangible assets and liabilities assumed and is attributable to TPPs strategic position value and projected profits from new products. Identifiable Intangible Assets The Company acquired intangible assets that consisted of client contracts and client relationships which had estimated fair values of $93,190 and $1,216,868, respectively. The value of the identifiable intangible assets has yet to be verified by an independent valuation expert and as such, the values are subject to future measurement period adjustments. The intangible assets were measured at fair value using an income approach that discounts expected future cash flows to present value. The Company will amortize the intangible assets on a straight line basis over their expected useful lives. Identifiable intangible assets were recorded as follows: Asset Amount Life (months) Client Contracts $ 93,190 9 Client Relationships 1,216,868 53 Total $ 1,310,058 Tel3 As discussed in Note 1 – Organization and Description of Business Cash $ 45,235 Prepaid expenses 6,728 Accounts payable (76,294 ) Customer deposits (755,806 ) Net liabilities assumed (780,137 ) Cash paid 10 Total consideration 10 Excess recorded as a reduction of additional paid-in capital $ 780,147 Pro Forma Information The unaudited pro forma information for the three and nine months ended September 30, 2015 and 2016 presented below include the effects of the TPP acquisition as if it had been consummated as of July 22, 2015, and the Tel3 acquisition had it been consummated on August 10, 2015 with adjustments to give effect to pro forma events that are directly attributable to the acquisitions, specifically adjustments related to the amortization of acquired intangible assets in TPP for the three and nine months ended September 30, 2015. These adjustments are based upon information and assumptions available to us at the time of filing this Quarterly Report on Form 10-Q. Accordingly, the unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of what the actual results of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor is it indicative of the future results of operations. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Revenue $ 515,230 $ 869,355 $ 600,300 $ 1,097,406 Cost of sales 441,907 545,218 591,261 724,836 Gross margin 73,323 324,137 9,039 372,570 Operating expenses 1,868,409 591,133 5,003,422 919,112 Loss from operations (1,795,086 ) (266,996 ) (4,994,383 ) (546,542 ) Other income 779,222 22,834 229,055 22,834 Net loss $ (1,015,864 ) $ (244,162 ) $ (4,765,328 ) $ (523,708 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.00 ) |
Restatement
Restatement | 9 Months Ended |
Sep. 30, 2016 | |
Restatement [Abstract] | |
RESTATEMENT | NOTE 15 – RESTATEMENT The Company filed its Form 10Q for the nine months ended September 30, 2016 on November 21, 2016 in which it disclosed in Note 2 – Summary of Significant Accounting Policies and Basis of Presentation Originally Stated Adjustments As Restated Balance Sheet: Total assets $ 4,791,172 $ - $ 4,791,172 Total liabilities 9,043,900 30,000 9,073,900 Total Next Group Holdings, Inc. stockholders' deficit (1,624,955 ) (30,000 ) (1,654,955 ) Total non-controlling interest in subsidiaries (2,627,773 ) - (2,627,773 ) There was no impact on the Company’s statements of operations or cash flows as a result of the restatement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below no material subsequent events exist through the date of this filing. On July 22, 2016, the Company entered into four separate agreements with convertible note holders agreed not to convert any amount of outstanding principal or accrued interest to shares of common stock for a period of 60 days. These agreements were extended for an additional 30 days upon expiration on September 22, 2016 then an additional 30 days upon expiration of the original extensions on October 22, 2016. Currently, the agreements will expire on November 26, 2016. Under the terms of the agreement, the Company may prepay the outstanding principal and accrued interest of the notes for 130% of the then outstanding amounts. Additionally, the Company amended the notes with Noteholder 1, Noteholder 3 and Noteholder 4 to have a conversion floor of $0.04 per share from the original terms of the convertible notes of $0.05 per share. The amount of principal agreed to freeze by each convertible note holder is as follows: Holder Principal Noteholder 1 $ 357,000 Noteholder 3 125,000 Noteholder 4 131,250 Noteholder 5 65,000 Total $ 678,250 On November 2, 2016, the Company entered into a convertible note payable for $52,500. The note is due on November 2, 2017 and carries an interest rate of 8% per annum. The note is convertible at the option of the holder into common stock of the Company after six months from issuance at a rate equal to 50% of the lowest trading price of the Company’s common stock during the twenty prior trading days from the date of conversion. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies and Basis of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of accounting policies for Next Group Holdings, Inc. is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting) and have been consistently applied in the preparation of the unaudited consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of loans receivable, potential impairment losses of the capitalized license fee and fair value calculations related to embedded derivative features of outstanding convertible notes payable. |
Cash | Cash For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company held no cash equivalents as of September 30, 2016 or December 31, 2015. As discussed in Note 1 – Organization and Description of Business Activities |
Revenue recognition | Revenue recognition The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, |
Non-Controlling Interest | Non-Controlling Interest The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders’ deficit section, separately from the Company’s stockholders’ deficit. Non-controlling interest represents the non-controlling interest holders’ proportionate share of the equity of the Company’s majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. Except as discussed in Note 7 – Derivative Liabilities |
Reclassifications | Reclassifications Certain prior-year amounts have been reclassified in order to conform to the current-year presentation. Reclassifications are limited to the combination of related party payables accounts which were presented individually in the Company’s 10Q filing for the three month period ended March 31, 2016. |
Income Taxes | Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2016, the Company had thirteen outstanding convertible notes payable with conversion rights that are exercisable. The amount of outstanding principal on these convertible notes total $870,500 plus accrued interest of $42,751 for total convertible debts as of September 30, 2016 of $913,251 representing 35,665,724 new dilutive common shares if converted at the applicable rates. The effects of these notes have been excluded as the conversion would be anti-dilutive due to the net loss incurred in each period presented. |
Dividends | Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. As discussed in the 8K filed on May 18, 2016, the Company declared a special dividend on its outstanding common stock of one share of Class D Redeemable Preferred Stock. Pursuant to the dividend, the special stock dividend will be distributed to owners of the Company's common stock as of the record date in a ratio of one share of Class D Redeemable Preferred Stock common stock for every 1 share of common stock owned as of the record date. The Company originally had set the record date as June 10, 2016 but was later modified to July 22, 2016. The Class D Preferred Stock must be redeemed within six months within six (6) months (or as soon thereafter as permitted by law) following final resolution of the Corporation's affiliates lawsuit against ViberMedia , Inc. (Next Communications, Inc. and Nxtgn, Inc. v. Viber Media, Inc.) which is, as of the date of this filing, pending in U.S. District Court for the Southern District of New York or any successor or other lawsuit relating to the subject matter thereof in which the Corporation (or any successor-in-interest) is named as a plaintiff (the "Lawsuit"). The Designation fixes the redemption price of each share of class D Preferred stock as the greater of par value or the amount obtained by dividing (a) 9.03 percent of the net proceeds to the Corporation of the Lawsuit after payment of fees and expenses incurred in connection with such law suit and the resolution of any creditor claims against Next Communications and all taxes on net income accrued or paid with respect to such amount, by (b) the total number of shares of Class D Preferred stock issued and outstanding as of the Redemption Date, which amount shall be rounded to the nearest whole cent. The Company has accrued common stock dividends payable of $30,000 as of September 30, 2016. |
Advertising Costs | Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of subtopic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”) and subtopic 718-20 for awards classified as equity to employees. |
Related Parties | Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Accounts receivable | Accounts Receivable Accounts receivable balances are established for amounts owed to the Company from its customers from the sales of services and products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts. |
Loans Receivable | Loans Receivable The Company carries loans receivable for unsecured amounts lent to unrelated and related parties. The balance due to the Company monitored for collectability. An allowance for uncollectible loans is established based on the estimated collectability of outstanding loans. |
License Fee | License Fee The Company entered into an agreement with a certain vendor whereby it obtained a license to market and distribute certain closed loop general purpose reloadable debit cards for an initial term of three years. The Company remitted $250,000 as a license fee in connection with the agreement which it is recognizing over the initial term of the agreement on a straight line basis. The unamortized balance of the license fee was $138,889 and $201,385 as of September 30, 2016 and December 31, 2015, respectively. |
Subscription Receivable | Subscription Receivable During the year ended December 31, 2014, Cala accepted a $10,000 subscription receivable that remains outstanding as of September 30, 2016 and December 31, 2015. The subscription receivable is shown as a reduction to equity on the balance sheet pursuant to ASC 505. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In April 7, 2015 the FASB issued Accounting Standards Update “ASU” 2015-03 on “Interest — Imputation of Interest (Subtopic 835-30)” To simplify presentation of debt issuance costs, the amendments in this Update would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this Update. This ASU 2015-3 is effective for annual periods ending after December 15, 2015, and interim periods and annual periods thereafter. In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition ("ASC 605") and most industry-specific guidance throughout ASC 605. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective on December 15, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," ("ASU 2015-11"). ASU 2015-11 amends the existing guidance to require that inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. ASU 2015- 11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the effects of ASU 2015-11 on its consolidated financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers - Principal versus Agent Considerations." This Update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue From Contracts with Customers when another party, along with the reporting entity, is involved in providing a good or a service to a customer. In these circumstances, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). The amendments in the Update clarify the implementation guidance on principal versus agent considerations. The Update is effective, along with ASU 2014-09, for annual and interim periods beginning after December 15, 2017. The adoption of ASU 2016- 08 is not expected to have a material impact on our consolidated financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718)" ("ASU 2016- 09"). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial position or results from operations. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing" ("ASU 2016-1O"). The amendments in this update clarify the following two aspects to Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The entity first identifies the promised goods or services in the contract and reduce the cost and complexity. An entity evaluates whether promised goods and services are distinct. Topic 606 includes implementation guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The Company is currently evaluating ASU 2016-10 and its impact on its consolidated financial statements or disclosures. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | Useful Lives (years) September 30, 2016 December 31, 2015 Computers and Software 1.6 $ 4,022 $ - Warehouse Equipment .75 85,495 - Furniture and Fixtures 1.5 28,885 - Leasehold Improvements .33 4,124 - Total 122,527 - Accumulated Depreciation (24,309 ) - Equipment, net $ 98,218 $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes Payable [Abstract] | |
Summary of convertible notes outstanding | Holder Issue Date Due Date Principal Unamortized Debt Unamortized Debt Issue Costs Carrying Value Accrued Interest Noteholder 1 11/25/2015 11/24/2016 $ 82,500 $ (12,379 ) $ - $ 70,121 $ 5,605 Noteholder 1 12/21/2015 12/21/2016 27,000 (6,089 ) - 20,911 1,663 Noteholder 1 1/15/2016 1/15/2017 131,250 (108,866 ) (1,826 ) 20,558 7,451 Noteholder 1 3/8/2016 3/8/2017 50,000 (33,849 ) (1,092 ) 15,059 2,247 Noteholder 1 4/11/2016 4/11/2017 82,500 (42,347 ) (2,181 ) 37,972 3,110 Noteholder 1 4/11/2016 4/11/2017 82,500 (42,347 ) (2,181 ) 37,972 3,110 Noteholder 1 4/11/2016 4/11/2017 82,500 (42,347 ) (2,181 ) 37,972 3,110 Noteholder 1 5/16/2016 5/16/2017 100,000 - (3,123 ) 96,877 3,003 Noteholder 1 7/22/2016 7/22/2017 50,000 - (2,021 ) 47,979 767 Noteholder 1 8/2/2016 8/2/2017 50,000 - (2,021 ) 47,979 647 Noteholder 2 11/20/2015 11/20/2016 37,000 (5,148 ) - 31,852 2,555 Noteholder 3 3/8/2016 3/8/2017 24,000 (16,244 ) (1,092 ) 6,664 2,127 Noteholder 3 5/16/2016 5/16/2017 100,000 - (3,123 ) 96,877 3,003 Noteholder 3 7/22/2016 7/22/2017 50,000 - (2,021 ) 47,979 767 Noteholder 3 3/8/2016 3/8/2017 25,000 (16,924 ) (815 ) 7,261 1,129 Noteholder 4 1/19/2016 1/15/2017 131,250 (116,011 ) (1,846 ) 13,393 7,336 Noteholder 4 3/9/2016 3/8/2017 50,000 (33,907 ) (1,091 ) 15,002 2,245 Noteholder 5 11/9/2015 11/9/2016 65,000 (7,315 ) - 57,685 1,063 Totals $ 1,220,500 $ (483,773 ) $ (26,614 ) $ 710,113 $ 50,938 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Liabilities [Abstract] | |
Schedule of changes in derivative liabilities | Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2015 $ - Acquired in reverse recapitalization 1,236,007 Initial measurement of derivative liabilities 1,884,181 Change in fair market value (1,583,425 ) Write off due to conversion (703,992 ) Balance, September 30, 2016 $ 832,771 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stock Options [Abstract] | |
Schedule of stock option activity | Shares Weighted- Outstanding, December 31, 2015 - $ - Granted 18,500,000 0.224 Exercised - - Forfeited (1,000,000 ) 1.00 Expired - - Outstanding, September 30, 2016 17,500,000 $ 0.180 |
Schedule of information regarding outstanding and exercisable options | Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.18 17,500,000 $ 0.18 3.73 10,833,334 $ 0.18 17,500,000 $ 0.18 3.73 10,833,334 $ 0.18 |
Schedule of compensation cost of the stock options | September 30, Expected term of options granted 0 - 5 years Expected volatility range 778 - 850 % Range of risk-free interest rates 0.82 - 1.41 % Expected dividend yield 0 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Summary of due from and due to related parties | September 30, December 31, (a) Due from Next Cala 360, Inc. $ 90,266 $ 132,179 Total Due from related parties $ 90,266 $ 132,179 September 30, December 31, (b) Due to Next Communications, Inc. $ 2,978,041 $ 3,025,522 (c) Due to Asiya Communications SAPI de C.V. 95,120 95,120 (d) Due to Pleasant Kids, Inc. - 384,060 Total Due from related parties $ 3,082,016 $ 3,504,702 (a) Next Cala 360, is a Florida corporation established and managed by our Chief Executive Officer. (b) Next Communication, Inc. is a corporation in which our Chief Executive Officer holds a controlling interest and serves as the Chief Executive Officer (c) Asiya Communications SAPI de C.V.is a telecommunications company organized under the laws of Mexico, in which our Chief Executive Officer holds a substantial interest and is involved in active management. (d) Amount due to Pleasant Kids, Inc. for debt incurred throughout the period from the date of agreement to merger to consummation of merger. The Company was dependent on Pleasant Kids for financing during this time and its former officers later became shareholders of the Company as discussed in Note 1 |
Accounts Payable And Accrued 29
Accounts Payable And Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | September 30, Trade payables $ 2,517,321 Accrued expenses 127,216 Accrued interest 51,749 Accrued salaries and wages 203,734 Total $ 2,900,020 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Summary of common stock activity | Summary of common stock activity for the nine months ended September 30, 2016 Outstanding shares Balance, December 31, 2015 177,539,180 Recapitalization 44,784,795 Share rescission (4,000,000 ) Shares issued for services 10,703,530 Shares issued for other expense 200,535 Shares issued as repayment of loan (a) 450,000 Shares issued for acquisition 10,000,000 Shares issued for conversion of convertible notes payable and accrued interest (b) 7,236,177 Balance, September 30, 2016 246,914,217 (a) Shares issued as repayment of outstanding loan principal of $13,260. The lender did not have conversion rights to convert the principal to common stock. However, the lender agreed to accept shares in lieu of cash repayment. (b) Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 – Convertible Notes Payable |
Customer Concentration (Tables)
Customer Concentration (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Customer Concentration [Abstract] | |
Schedules of concentration of revenues | Nine months ended September 30, 2016 2015 Revenues % of Total Revenues % of Total Customer 1 $ 3,224 1 % $ - 0 % Customer 2 20,000 3 % - 0 % Customer 3 12,301 2 % - 0 % Customer 4 35,000 6 % - 0 % Customer 5 - 0 % 32,675 12 % Customer 6 - 0 % 27,000 10 % Customer 7 - 0 % 50,000 19 % Customer 8 - 0 % 27,787 10 % Customer 9, related party 12,676 2 % 103,805 39 % Customer 10, related party - 0 % 2,433 1 % Customer 11, related party 142 0 % - 0 % All Others 516,957 86 % 25,878 9 % Total $ 600,300 100 % $ 269,578 100 % |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Identifiable intangible assets | Asset Amount Life (months) Client Contracts $ 93,190 9 Client Relationships 1,216,868 53 Total $ 1,310,058 |
Schedule of Pro Forma Information | Three Months Ended Nine Months Ended 2016 2015 2016 2015 Revenue $ 515,230 $ 869,355 $ 600,300 $ 1,097,406 Cost of sales 441,907 545,218 591,261 724,836 Gross margin 73,323 324,137 9,039 372,570 Operating expenses 1,868,409 591,133 5,003,422 919,112 Loss from operations (1,795,086 ) (266,996 ) (4,994,383 ) (546,542 ) Other income 779,222 22,834 229,055 22,834 Net loss $ (1,015,864 ) $ (244,162 ) $ (4,765,328 ) $ (523,708 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.00 ) |
Transaction Processing Products, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of net liabilities assumed | Cash $ 43,583 Restricted cash 44,654 Accounts receivable 61,391 Inventory 2,214 Prepaid expenses and other current assets 9,435 Equipment 123,013 Note receivable 83,353 Accounts payable (1,741,858 ) Notes payable (418,697 ) Net liabilities assumed (net of $5.2 million intercompany payable / receivable acquired) (1,792,912 ) Fair value of shares issued 1,270,000 Fair value of options issued 898,490 Cash paid 10 Total consideration 2,168,500 Identifiable intangible assets 1,310,058 Goodwill recorded $ 2,651,354 |
Tel3 [Member] | |
Business Acquisition [Line Items] | |
Schedule of net liabilities assumed | Cash $ 45,235 Prepaid expenses 6,728 Accounts payable (76,294 ) Customer deposits (755,806 ) Net liabilities assumed (780,137 ) Cash paid 10 Total consideration 10 Excess recorded as a reduction of additional paid-in capital $ 780,147 |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restatement [Abstract] | |
Schedule of impact of the restatements | Originally Stated Adjustments As Restated Balance Sheet: Total assets $ 4,791,172 $ - $ 4,791,172 Total liabilities 9,043,900 30,000 9,073,900 Total Next Group Holdings, Inc. stockholders' deficit (1,624,955 ) (30,000 ) (1,654,955 ) Total non-controlling interest in subsidiaries (2,627,773 ) - (2,627,773 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Summary of principal agreed to freeze by each convertible note holder | Holder Principal Noteholder 1 $ 357,000 Noteholder 3 125,000 Noteholder 4 131,250 Noteholder 5 65,000 Total $ 678,250 |
Organization and Description 35
Organization and Description of Business (Details) - USD ($) | May 27, 2016 | Sep. 30, 2016 | Jul. 27, 2016 | Jul. 22, 2016 | Dec. 31, 2015 |
Organization And Description Of Business Details Textual [Abstract] | |||||
Interest in joint venture agreement | 64.00% | ||||
Accent Intermedia Llc [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Percentage of shares received by NGH shareholders | 64.00% | ||||
Common shares [Member] | Merger Agreement [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Percentage of shares received by NGH shareholders | 80.00% | ||||
Preferred shares [Member] | Merger Agreement [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Percentage of shares received by NGH shareholders | 100.00% | ||||
Meimoun and Mammon, LLC [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 100.00% | ||||
Next Cala, Inc [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 94.00% | ||||
Next Cala, Inc [Member] | Joint Venture Agreement [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Interest in joint venture agreement | 60.00% | ||||
Prepaid credit cards | $ 45,000 | ||||
Additional cards | $ 360,000 | ||||
NxtGn, Inc [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 65.00% | ||||
Next Mobile 360, Inc [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 100.00% | ||||
Next Glocal, Inc [Member] | Joint Venture Agreement [Member] | |||||
Organization And Description Of Business Details Textual [Abstract] | |||||
Interest in joint venture agreement | 40.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies and Basis of Presentation (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($)Convertiblenotesshares | Dec. 31, 2015USD ($) | |
Summary of Significant Accounting Policies (Textual) | ||
Number of outstanding convertible notes payable | Convertiblenotes | 13 | |
Accrued interest | $ 42,751 | |
Convertible debts amount | 1,220,500 | |
Subscription Receivable | 10,000 | $ 10,000 |
License fee remitted | 250,000 | |
License fee | 138,889 | $ 201,385 |
Common stock dividends payable | $ 30,000 | |
Property and equipment [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful life | 3 years | |
Property and equipment [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful life | 5 years | |
Convertible Debt Securities [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Convertible notes outstanding | $ 870,500 | |
Convertible debts amount | $ 913,251 | |
Number of new dilutive common shares | shares | 35,665,724 |
Loans Receivable (Details)
Loans Receivable (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loans Receivable (Textual) | |||
Loan made to an individual total | $ 40,000 | $ 40,000 | |
Loan receivable | 123,353 | 40,000 | |
Loan receivable, related party | 60,000 | $ 60,000 | |
Amount due on loans | 83,353 | ||
Mr. Arik Maimon [Member] | |||
Loans Receivable (Textual) | |||
Loan receivable, related party | $ 60,000 | ||
Transaction Processing Product, Inc [Member] | |||
Loans Receivable (Textual) | |||
Loan receivable | $ 83,353 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fixed Assets (Textual) | ||
Fixed Assets, net | $ 122,527 | |
Accumulated depreciation | (24,309) | |
Fixed Assets Gross | 98,218 | |
Computers and Software | ||
Fixed Assets (Textual) | ||
Fixed Assets, net | $ 4,022 | |
Useful Lives (years) | 1 year 7 months 6 days | |
Warehouse Equipment | ||
Fixed Assets (Textual) | ||
Fixed Assets, net | $ 85,495 | |
Useful Lives (years) | 9 months | |
Leasehold Improvements | ||
Fixed Assets (Textual) | ||
Fixed Assets, net | $ 4,124 | |
Useful Lives (years) | 3 months 29 days | |
Furniture and Fixtures | ||
Fixed Assets (Textual) | ||
Fixed Assets, net | $ 28,885 | |
Useful Lives (years) | 1 year 6 months |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fixed Assets (Textual) | |||||
Loss on disposal of equipment | $ (2,926) | ||||
Property and equipment, net | 122,527 | 122,527 | |||
Net of accumulated depreciation | 24,309 | 24,309 | |||
Depreciation expense | 26,314 | 25,012 | |||
Property, Plant and Equipment [Member] | |||||
Fixed Assets (Textual) | |||||
Property and equipment, net | 123,013 | 123,013 | |||
Net of accumulated depreciation | 1,430 | 1,430 | |||
Depreciation expense | $ 24,796 | $ 25,012 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||
Due Date | Jan. 15, 2017 | |
Principal | $ 1,220,500 | |
Unamortized Debt Discount | (483,773) | |
Unamortized Debt Issue Costs | (26,614) | |
Carrying Value | 710,113 | |
Accrued Interest | $ 51,749 | $ 0 |
Note Issued on 11/25/2015 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Nov. 25, 2015 | |
Due Date | Nov. 24, 2016 | |
Principal | $ 82,500 | |
Unamortized Debt Discount | (12,379) | |
Unamortized Debt Issue Costs | ||
Carrying Value | 70,121 | |
Accrued Interest | $ 5,605 | |
Note Issued on 12/21/2015 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Dec. 21, 2015 | |
Due Date | Dec. 21, 2016 | |
Principal | $ 27,000 | |
Unamortized Debt Discount | (6,089) | |
Unamortized Debt Issue Costs | ||
Carrying Value | 20,911 | |
Accrued Interest | $ 1,663 | |
Note Issued on 1/15/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Jan. 15, 2016 | |
Due Date | Jan. 15, 2017 | |
Principal | $ 131,250 | |
Unamortized Debt Discount | (108,866) | |
Unamortized Debt Issue Costs | (1,826) | |
Carrying Value | 20,558 | |
Accrued Interest | $ 7,451 | |
Note Issued on 3/8/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Mar. 8, 2016 | |
Due Date | Mar. 8, 2017 | |
Principal | $ 50,000 | |
Unamortized Debt Discount | (33,849) | |
Unamortized Debt Issue Costs | (1,092) | |
Carrying Value | 15,059 | |
Accrued Interest | $ 2,247 | |
Note Issued on 4/11/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Nov. 4, 2016 | |
Due Date | Nov. 4, 2017 | |
Principal | $ 82,500 | |
Unamortized Debt Discount | (42,347) | |
Unamortized Debt Issue Costs | (2,181) | |
Carrying Value | 37,972 | |
Accrued Interest | $ 3,110 | |
Note Issued on 4/11/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Nov. 4, 2016 | |
Due Date | Nov. 4, 2017 | |
Principal | $ 82,500 | |
Unamortized Debt Discount | (42,347) | |
Unamortized Debt Issue Costs | (2,181) | |
Carrying Value | 37,972 | |
Accrued Interest | $ 3,110 | |
Note Issued on 4/11/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Nov. 4, 2016 | |
Due Date | Nov. 4, 2017 | |
Principal | $ 82,500 | |
Unamortized Debt Discount | (42,347) | |
Unamortized Debt Issue Costs | (2,181) | |
Carrying Value | 37,972 | |
Accrued Interest | $ 3,110 | |
Note Issued on 5/16/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | May 16, 2016 | |
Due Date | May 16, 2017 | |
Principal | $ 100,000 | |
Unamortized Debt Discount | ||
Unamortized Debt Issue Costs | (3,123) | |
Carrying Value | 96,877 | |
Accrued Interest | $ 3,003 | |
Note Issued on 7/22/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Jul. 22, 2016 | |
Due Date | Jul. 22, 2017 | |
Principal | $ 50,000 | |
Unamortized Debt Discount | ||
Unamortized Debt Issue Costs | (2,021) | |
Carrying Value | 47,979 | |
Accrued Interest | $ 767 | |
Note Issued on 8/2/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Aug. 2, 2016 | |
Due Date | Aug. 2, 2017 | |
Principal | $ 50,000 | |
Unamortized Debt Discount | ||
Unamortized Debt Issue Costs | (2,021) | |
Carrying Value | 47,979 | |
Accrued Interest | $ 647 | |
Note Issued on 11/20/2015 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 2 | |
Issue Date | Nov. 20, 2015 | |
Due Date | Nov. 20, 2016 | |
Principal | $ 37,000 | |
Unamortized Debt Discount | (5,148) | |
Unamortized Debt Issue Costs | ||
Carrying Value | 31,852 | |
Accrued Interest | $ 2,555 | |
Note Issued on 3/8/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 3 | |
Issue Date | Mar. 8, 2016 | |
Due Date | Mar. 8, 2017 | |
Principal | $ 24,000 | |
Unamortized Debt Discount | (16,244) | |
Unamortized Debt Issue Costs | (1,092) | |
Carrying Value | 6,664 | |
Accrued Interest | $ 2,127 | |
Note Issued on 5/16/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 3 | |
Issue Date | May 16, 2016 | |
Due Date | May 16, 2017 | |
Principal | $ 100,000 | |
Unamortized Debt Discount | ||
Unamortized Debt Issue Costs | (3,123) | |
Carrying Value | 96,877 | |
Accrued Interest | $ 3,003 | |
Note Issued on 7/22/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 3 | |
Issue Date | Jul. 22, 2016 | |
Due Date | Jul. 22, 2017 | |
Principal | $ 50,000 | |
Unamortized Debt Discount | ||
Unamortized Debt Issue Costs | (2,021) | |
Carrying Value | 47,979 | |
Accrued Interest | $ 767 | |
Note Issued on 3/8/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 3 | |
Issue Date | Mar. 8, 2016 | |
Due Date | Mar. 8, 2017 | |
Principal | $ 25,000 | |
Unamortized Debt Discount | (16,924) | |
Unamortized Debt Issue Costs | (815) | |
Carrying Value | 7,261 | |
Accrued Interest | $ 1,129 | |
Note Issued on 1/19/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 4 | |
Issue Date | Jan. 19, 2016 | |
Due Date | Jan. 15, 2017 | |
Principal | $ 131,250 | |
Unamortized Debt Discount | (116,011) | |
Unamortized Debt Issue Costs | (1,846) | |
Carrying Value | 13,393 | |
Accrued Interest | $ 7,336 | |
Note Issued on 3/9/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 4 | |
Issue Date | Mar. 9, 2016 | |
Due Date | Mar. 8, 2017 | |
Principal | $ 50,000 | |
Unamortized Debt Discount | (33,907) | |
Unamortized Debt Issue Costs | (1,091) | |
Carrying Value | 15,002 | |
Accrued Interest | $ 2,245 | |
Note Issued on 11/9/2015 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 5 | |
Issue Date | Nov. 9, 2015 | |
Due Date | Nov. 19, 2016 | |
Principal | $ 65,000 | |
Unamortized Debt Discount | (7,315) | |
Unamortized Debt Issue Costs | ||
Carrying Value | 57,685 | |
Accrued Interest | $ 1,063 |
Convertible Notes Payable Noteh
Convertible Notes Payable Noteholder 1 (Details Textuals) - USD ($) | Aug. 02, 2016 | Jul. 22, 2016 | May 16, 2016 | Apr. 11, 2016 | Mar. 08, 2016 | Jan. 15, 2016 | Dec. 21, 2015 | Aug. 12, 2015 | Nov. 25, 2015 | Oct. 19, 2015 | Sep. 21, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 27, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 5,188,107 | |||||||||||||||
Convertible promissory note due date | Jan. 15, 2017 | |||||||||||||||
Debt instrument conversion, Amount | $ 449,940 | |||||||||||||||
Conversion of common stock, shares | [1] | 7,236,177 | ||||||||||||||
Accrued interest | $ 51,749 | $ 0 | ||||||||||||||
Noteholder 1 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Convertible promissory note due date | Aug. 2, 2017 | Jul. 22, 2017 | ||||||||||||||
Noteholder 1 [Member] | Unrelated Party 1 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 72,450 | 0 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Aug. 12, 2016 | |||||||||||||||
Debt conversion terms | The Note was convertible into the Company's common stock at the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company had the right to prepay the Note at any time from the date of issuance until the note was paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Debt instrument conversion, Amount | $ 86,940 | |||||||||||||||
Debt instrument conversion, shares | 905,625 | |||||||||||||||
Debt instrument, penalty amount | $ 14,490 | |||||||||||||||
Conversion of common stock, shares | 99,286 | |||||||||||||||
Accrued interest | $ 0 | |||||||||||||||
Conversion of accrued interest | 9,518 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 2 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 82,500 | 0 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Sep. 21, 2016 | |||||||||||||||
Debt conversion terms | The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company had the right to prepay the Note at any time from the date of issuance until the note was paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Debt instrument conversion, Amount | $ 82,500 | |||||||||||||||
Debt instrument conversion, shares | 873,015 | |||||||||||||||
Conversion of common stock, shares | 44,010 | |||||||||||||||
Original issue discount, interest rate | 7.00% | |||||||||||||||
Accrued interest | $ 0 | |||||||||||||||
Conversion of accrued interest | 4,159 | |||||||||||||||
Purchace price after OID | $ 76,875 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 3 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 82,500 | 0 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Oct. 15, 2016 | |||||||||||||||
Debt conversion terms | The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Debt instrument conversion, Amount | $ 82,500 | |||||||||||||||
Debt instrument conversion, shares | 1,499,662 | |||||||||||||||
Conversion of common stock, shares | 57,872 | |||||||||||||||
Accrued interest | $ 0 | |||||||||||||||
Conversion of accrued interest | 3,164 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 4 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 82,500 | 82,500 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Nov. 25, 2016 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 5,605 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 5 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 27,000 | 27,000 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Dec. 21, 2016 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 1,663 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 6 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 131,250 | 131,250 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Jan. 15, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 7,451 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 7 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 50,000 | 50,000 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Mar. 8, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 2,247 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 8 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 82,500 | 82,500 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Apr. 11, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 3,110 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 9 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 82,500 | 82,500 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Apr. 11, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 3,110 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 10 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 82,500 | 82,500 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Apr. 11, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 3,110 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 11 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 100,000 | 100,000 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | May 16, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 55% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 3,003 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 12 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 50,000 | 50,000 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Jul. 22, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion but not lower than $0.05 per share. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | 767 | |||||||||||||||
Convertible notes paid to third parties | $ 2,500 | |||||||||||||||
Net cash proceeds | $ 47,500 | |||||||||||||||
Noteholder 1 [Member] | Unrelated Party 13 [Member] | ||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||
Principal amount | $ 50,000 | 50,000 | ||||||||||||||
Annual interest rate | 8.00% | |||||||||||||||
Convertible promissory note due date | Aug. 2, 2017 | |||||||||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion but not lower than $0.05 per share. | |||||||||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||||||||||||
Accrued interest | $ 647 | |||||||||||||||
Convertible notes paid to third parties | $ 2,500 | |||||||||||||||
Net cash proceeds | $ 47,500 | |||||||||||||||
[1] | Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 Convertible Notes Payable. |
Convertible Notes Payable Not42
Convertible Notes Payable Noteholder 2 (Details Textual 1) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Nov. 20, 2015 | Jul. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 27, 2016 | Dec. 31, 2015 | ||
Convertible Notes Payable (Textual) | |||||||
Principal amount | $ 5,188,107 | ||||||
Convertible promissory note due date | Jan. 15, 2017 | ||||||
Debt instrument conversion, Amount | $ 449,940 | ||||||
Conversion of common stock, shares | [1] | 7,236,177 | |||||
Accrued interest | $ 51,749 | $ 0 | |||||
Noteholder 2 [Member] | |||||||
Convertible Notes Payable (Textual) | |||||||
Convertible promissory note due date | Nov. 9, 2016 | ||||||
Noteholder 2 [Member] | Unrelated Party 1 [Member] | |||||||
Convertible Notes Payable (Textual) | |||||||
Principal amount | $ 37,000 | $ 0 | |||||
Annual interest rate | 8.00% | ||||||
Convertible promissory note due date | Jul. 30, 2016 | ||||||
Debt conversion terms | The Note was convertible into the Company's common stock commencing at any time from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||
Debt instrument payment terms | The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||
Debt instrument conversion, Amount | $ 37,000 | ||||||
Debt instrument conversion, shares | 440,476 | ||||||
Conversion of common stock, shares | 24,329 | ||||||
Original issue discount, interest rate | 5.00% | ||||||
Accrued interest | $ 0 | ||||||
Purchace price after OID | $ 35,000 | ||||||
Conversion of accrued interest | 2,043 | ||||||
Noteholder 2 [Member] | Unrelated Party 2 [Member] | |||||||
Convertible Notes Payable (Textual) | |||||||
Principal amount | $ 37,000 | 37,000 | |||||
Annual interest rate | 8.00% | ||||||
Convertible promissory note due date | Nov. 20, 2016 | ||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing at any time from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||
Original issue discount, interest rate | 5.00% | ||||||
Accrued interest | $ 2,555 | ||||||
Purchace price after OID | $ 35,000 | ||||||
[1] | Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 Convertible Notes Payable. |
Convertible Notes Payable Not43
Convertible Notes Payable Noteholder 3 (Details Textuals 2) - USD ($) | Jul. 22, 2016 | May 16, 2016 | Mar. 08, 2016 | Nov. 09, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 27, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable (Textual) | |||||||||
Principal amount | $ 5,188,107 | ||||||||
Convertible promissory note due date | Jan. 15, 2017 | ||||||||
Debt instrument conversion, Amount | $ 449,940 | ||||||||
Conversion of common stock, shares | [1] | 7,236,177 | |||||||
Accrued interest | $ 51,749 | $ 0 | |||||||
Noteholder 3 [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Convertible promissory note due date | Jul. 22, 2017 | Nov. 9, 2016 | |||||||
Noteholder 3 [Member] | Unrelated Party 1 [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Principal amount | $ 75,000 | $ 0 | |||||||
Annual interest rate | 8.00% | ||||||||
Convertible promissory note due date | Nov. 9, 2016 | ||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||||
Debt instrument payment terms | The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||||
Debt instrument conversion, Amount | $ 75,000 | ||||||||
Debt instrument conversion, shares | 1,153,855 | ||||||||
Conversion of common stock, shares | 77,892 | ||||||||
Conversion of accrued interest | $ 5,062 | ||||||||
Accrued interest | 0 | ||||||||
Noteholder 3 [Member] | Unrelated Party 2 [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Principal amount | $ 50,000 | 24,000 | |||||||
Annual interest rate | 8.00% | ||||||||
Convertible promissory note due date | Mar. 8, 2017 | ||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||||
Debt instrument conversion, Amount | $ 26,000 | ||||||||
Debt instrument conversion, shares | 520,000 | ||||||||
Accrued interest | $ 3,003 | ||||||||
Noteholder 3 [Member] | Unrelated Party 3 [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Principal amount | $ 100,000 | 100,000 | |||||||
Annual interest rate | 8.00% | ||||||||
Convertible promissory note due date | May 16, 2017 | ||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||||
Accrued interest | 3,003 | ||||||||
Noteholder 3 [Member] | Unrelated Party 4 [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Principal amount | $ 50,000 | 50,000 | |||||||
Annual interest rate | 8.00% | ||||||||
Convertible promissory note due date | Jul. 22, 2017 | ||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||||
Accrued interest | 767 | ||||||||
Noteholder 3 [Member] | Unrelated Party 5 [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Principal amount | $ 25,000 | 25,000 | |||||||
Convertible promissory note due date | Mar. 8, 2017 | ||||||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||||||
Accrued interest | $ 1,129 | ||||||||
[1] | Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 Convertible Notes Payable. |
Convertible Notes Payable Not44
Convertible Notes Payable Noteholder 4 (Details Textuals 3) - USD ($) | Mar. 09, 2016 | Jan. 19, 2016 | Sep. 30, 2016 | Jul. 27, 2016 | Dec. 31, 2015 |
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 5,188,107 | ||||
Convertible promissory note due date | Jan. 15, 2017 | ||||
Accrued interest | $ 51,749 | $ 0 | |||
Noteholder 4 [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Convertible promissory note due date | Nov. 24, 2016 | ||||
Accrued interest | $ 5,605 | ||||
Noteholder 4 [Member] | Unrelated Party 1 [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 131,250 | 131,250 | |||
Annual interest rate | 8.00% | ||||
Convertible promissory note due date | Jan. 19, 2017 | ||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||
Accrued interest | 7,336 | ||||
Noteholder 4 [Member] | Unrelated Party 2 [Member] | |||||
Convertible Notes Payable (Textual) | |||||
Principal amount | $ 50,000 | 50,000 | |||
Annual interest rate | 8.00% | ||||
Convertible promissory note due date | Mar. 9, 2017 | ||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | ||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | ||||
Accrued interest | $ 2,245 |
Convertible Notes Payable Not45
Convertible Notes Payable Noteholder 5 & 6 (Details Textuals 4) - USD ($) | Nov. 09, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 27, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 5,188,107 | |||||
Convertible promissory note due date | Jan. 15, 2017 | |||||
Debt instrument conversion, Amount | $ 449,940 | |||||
Conversion of common stock, shares | [1] | 7,236,177 | ||||
Accrued interest | $ 51,749 | $ 0 | ||||
Noteholder 5 [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Convertible promissory note due date | Dec. 21, 2016 | |||||
Accrued interest | $ 1,663 | |||||
Noteholder 5 [Member] | Unrelated Party 1 [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 100,000 | $ 65,000 | ||||
Annual interest rate | 8.00% | |||||
Convertible promissory note due date | Nov. 9, 2016 | |||||
Debt conversion terms | The Note is convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||
Debt instrument payment terms | The Company has the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||
Debt instrument conversion, shares | 800,000 | |||||
Debt instrument conversion, Amount | $ 35,000 | |||||
Conversion of common stock, shares | 192,515 | |||||
Conversion of accrued interest | $ 9,623 | |||||
Accrued interest | $ 1,063 | |||||
Noteholder 6 [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Convertible promissory note due date | Jan. 15, 2017 | |||||
Accrued interest | $ 7,451 | |||||
Noteholder 6 [Member] | Unrelated Party 1 [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 25,000 | $ 0 | ||||
Annual interest rate | 8.00% | |||||
Convertible promissory note due date | Nov. 9, 2016 | |||||
Debt conversion terms | The Note was convertible into the Company's common stock commencing 180 days from the date of issuance at a conversion price equal to 50% of the lowest trade price of the Company's common stock for the twenty prior trading days including the date of conversion. | |||||
Debt instrument payment terms | The Company had the right to prepay the Note at any time from the date of issuance until the note is paid in full at an amount equal to 150% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date. | |||||
Debt instrument conversion, shares | 500,000 | |||||
Debt instrument conversion, Amount | $ 25,000 | |||||
Conversion of common stock, shares | 47,640 | |||||
Conversion of accrued interest | $ 2,382 | |||||
Accrued interest | $ 0 | |||||
[1] | Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 Convertible Notes Payable. |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value of Embedded Derivative Liabilities: | |
Balance, December 31, 2015 | |
Acquired in reverse recapitalization | 1,236,007 |
Initial measurement of derivative liabilities | 1,884,181 |
Change in fair market value | (1,583,425) |
Write off due to conversion | (703,992) |
Balance, September 30, 2016 | $ 832,771 |
Derivative Liabilities (Detai47
Derivative Liabilities (Details Textual) | Aug. 09, 2016$ / shares | Aug. 02, 2016 | Jul. 22, 2016 | Apr. 11, 2016USD ($) | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)TradingDays$ / shares | Sep. 30, 2015USD ($) | Jul. 27, 2016USD ($) | Feb. 11, 2016$ / shares | Dec. 31, 2015USD ($) |
Derivative [Line Items] | |||||||||||
Derivative liability | $ 832,771 | $ 832,771 | |||||||||
Convertible promissory notes | 710,113 | $ 710,113 | |||||||||
Convertible promissory note due date | Jan. 15, 2017 | ||||||||||
Gain from fair value of derivatives | 1,191,239 | $ 1,583,425 | |||||||||
Estimated fair value price per share | $ / shares | $ 0.2244 | ||||||||||
Principal amount | $ 5,188,107 | ||||||||||
Options excercised, actual price per share | $ / shares | $ 1 | ||||||||||
Convertible Notes Payable One [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory note due date | Aug. 2, 2017 | Jul. 22, 2017 | |||||||||
Convertible Notes Payable One [Member] | August 12, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 82,500 | $ 82,500 | |||||||||
Convertible promissory note due date | Aug. 12, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Trading days | TradingDays | 20 | ||||||||||
Fair value of the derivative liability | 0 | $ 0 | |||||||||
Aggregate fair value of the derivative | 163,369 | 163,369 | |||||||||
Gain from fair value of derivatives | 7,260 | ||||||||||
Derivative liability write off due to conversion | $ 140,119 | $ 140,119 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 126.00% | ||||||||||
Risk-free interest rate | 23.00% | ||||||||||
Expected life | 4 months 6 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.25 | $ 0.25 | |||||||||
Noteholder 2 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 70,121 | $ 70,121 | |||||||||
Convertible promissory note due date | Nov. 9, 2016 | ||||||||||
Noteholder 2 [Member] | September 21, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 72,450 | $ 72,450 | |||||||||
Convertible promissory note due date | Sep. 21, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Trading days | TradingDays | 20 | ||||||||||
Fair value of the derivative liability | 0 | $ 0 | |||||||||
Aggregate fair value of the derivative | 144,016 | 144,016 | |||||||||
Derivative liability write off due to conversion | $ 222,932 | 222,932 | |||||||||
Loss on fair value of derivative | $ 78,916 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 491.00% | ||||||||||
Risk-free interest rate | 49.00% | ||||||||||
Expected life | 6 months 15 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.28 | $ 0.28 | |||||||||
Convertible Notes Payable Three [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 20,911 | $ 20,911 | |||||||||
Convertible promissory note due date | Jul. 22, 2017 | Nov. 9, 2016 | |||||||||
Convertible Notes Payable Three [Member] | October 15, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 82,500 | $ 82,500 | |||||||||
Convertible promissory note due date | Oct. 15, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Fair value of the derivative liability | 0 | $ 0 | |||||||||
Aggregate fair value of the derivative | 164,342 | 164,342 | |||||||||
Gain from fair value of derivatives | 66,391 | ||||||||||
Derivative liability write off due to conversion | $ 97,951 | $ 97,951 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 85.00% | ||||||||||
Risk-free interest rate | 32.00% | ||||||||||
Expected life | 3 months | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.12 | $ 0.12 | |||||||||
Convertible Notes Payable Four [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 70,121 | $ 70,121 | |||||||||
Convertible promissory note due date | Nov. 24, 2016 | ||||||||||
Convertible Notes Payable Four [Member] | November 24, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 82,500 | $ 82,500 | |||||||||
Convertible promissory note due date | Nov. 24, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Trading days | TradingDays | 20 | ||||||||||
Fair value of the derivative liability | 77,046 | $ 77,046 | |||||||||
Aggregate fair value of the derivative | $ 164,659 | 164,659 | |||||||||
Gain from fair value of derivatives | $ 87,613 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 89.00% | ||||||||||
Risk-free interest rate | 20.00% | ||||||||||
Expected life | 1 month 24 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.35 | $ 0.35 | |||||||||
Convertible Notes Payable Five [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 20,911 | $ 20,911 | |||||||||
Convertible promissory note due date | Dec. 21, 2016 | ||||||||||
Convertible Notes Payable Five [Member] | December 21, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 27,000 | $ 27,000 | |||||||||
Convertible promissory note due date | Dec. 21, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Fair value of the derivative liability | 26,230 | $ 26,230 | |||||||||
Aggregate fair value of the derivative | $ 53,961 | 53,961 | |||||||||
Gain from fair value of derivatives | $ 27,731 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 116.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 2 months 19 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.35 | $ 0.35 | |||||||||
Convertible Notes Payable Six [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 20,558 | $ 20,558 | |||||||||
Convertible promissory note due date | Jan. 15, 2017 | ||||||||||
Convertible Notes Payable Six [Member] | July 27, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 37,000 | $ 37,000 | |||||||||
Convertible promissory note due date | Jul. 27, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Trading days | TradingDays | 20 | ||||||||||
Fair value of the derivative liability | 0 | $ 0 | |||||||||
Aggregate fair value of the derivative | 73,377 | 73,377 | |||||||||
Gain from fair value of derivatives | 4,648 | ||||||||||
Derivative liability write off due to conversion | $ 68,729 | $ 68,729 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 111.00% | ||||||||||
Risk-free interest rate | 30.00% | ||||||||||
Expected life | 3 months 18 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.24 | $ 0.24 | |||||||||
Convertible Notes Payable Seven [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 15,059 | $ 15,059 | |||||||||
Convertible promissory note due date | Mar. 8, 2017 | ||||||||||
Convertible Notes Payable Seven [Member] | November 20, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 37,000 | $ 37,000 | |||||||||
Convertible promissory note due date | Nov. 20, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | 41,551 | $ 41,551 | |||||||||
Aggregate fair value of the derivative | $ 72,943 | 72,943 | |||||||||
Gain from fair value of derivatives | $ 31,392 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 86.00% | ||||||||||
Risk-free interest rate | 20.00% | ||||||||||
Expected life | 1 month 21 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.35 | $ 0.35 | |||||||||
Convertible Notes Payable Eight [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 37,972 | $ 37,972 | |||||||||
Convertible promissory note due date | Nov. 4, 2017 | ||||||||||
Convertible Notes Payable Eight [Member] | November 9, 2016 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 75,000 | $ 75,000 | |||||||||
Convertible promissory note due date | Nov. 9, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | 0 | $ 0 | |||||||||
Aggregate fair value of the derivative | 149,708 | 149,708 | |||||||||
Gain from fair value of derivatives | 69,877 | ||||||||||
Derivative liability write off due to conversion | $ 79,831 | $ 79,831 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 100.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 4 months 2 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.11 | $ 0.11 | |||||||||
Convertible Notes Payable Nine [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 37,972 | $ 37,972 | |||||||||
Convertible promissory note due date | Nov. 4, 2017 | ||||||||||
Convertible Notes Payable Nine [Member] | November 9, 2016 One [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 100,000 | $ 100,000 | |||||||||
Convertible promissory note due date | Nov. 9, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Trading days | TradingDays | 20 | ||||||||||
Fair value of the derivative liability | 139,449 | $ 139,449 | |||||||||
Aggregate fair value of the derivative | 199,632 | 199,632 | |||||||||
Gain from fair value of derivatives | 83,074 | ||||||||||
Derivative liability write off due to conversion | $ 43,649 | $ 43,649 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 77.00% | ||||||||||
Risk-free interest rate | 20.00% | ||||||||||
Expected life | 1 month 10 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.35 | $ 0.35 | |||||||||
Common stock, Outstanding principal | $ 35,000 | $ 35,000 | |||||||||
Convertible Notes Payable Ten [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 37,972 | $ 37,972 | |||||||||
Convertible promissory note due date | Nov. 4, 2017 | ||||||||||
Convertible Notes Payable Ten [Member] | November 9, 2016 Two [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 25,000 | $ 25,000 | |||||||||
Convertible promissory note due date | Nov. 9, 2016 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | 0 | $ 0 | |||||||||
Aggregate fair value of the derivative | 50,000 | 50,000 | |||||||||
Gain from fair value of derivatives | 19,102 | ||||||||||
Derivative liability write off due to conversion | $ 30,898 | $ 30,898 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 100.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 4 months 2 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.11 | $ 0.11 | |||||||||
Convertible Notes Payable Eleven [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 96,877 | $ 96,877 | |||||||||
Convertible promissory note due date | May 16, 2017 | ||||||||||
Convertible Notes Payable Eleven [Member] | April 11, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 82,500 | $ 82,500 | |||||||||
Convertible promissory note due date | Apr. 11, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Fair value of the derivative liability | $ 96,164 | $ 96,164 | |||||||||
Aggregate fair value of the derivative | $ 178,542 | ||||||||||
Gain from fair value of derivatives | $ 82,378 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 150.00% | ||||||||||
Risk-free interest rate | 45.00% | ||||||||||
Expected life | 6 months 11 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | 82,500 | ||||||||||
Interest expense | $ 96,042 | ||||||||||
Convertible Notes Payable Twelve [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 47,979 | $ 47,979 | |||||||||
Convertible promissory note due date | Jul. 22, 2017 | ||||||||||
Convertible Notes Payable Twelve [Member] | April 11, 2017 one [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 82,500 | $ 82,500 | |||||||||
Convertible promissory note due date | Apr. 11, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Fair value of the derivative liability | $ 96,164 | $ 96,164 | |||||||||
Gain from fair value of derivatives | $ 82,378 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 150.00% | ||||||||||
Risk-free interest rate | 45.00% | ||||||||||
Expected life | 6 months 11 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | 82,500 | ||||||||||
Interest expense | $ 96,042 | ||||||||||
Convertible Notes Payable Thirteen [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 47,979 | $ 47,979 | |||||||||
Convertible promissory note due date | Aug. 2, 2017 | ||||||||||
Convertible Notes Payable Thirteen [Member] | April 11, 2017 two [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 82,500 | $ 82,500 | |||||||||
Convertible promissory note due date | Apr. 11, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 45.00% | ||||||||||
Fair value of the derivative liability | $ 96,164 | $ 96,164 | |||||||||
Aggregate fair value of the derivative | 178,542 | ||||||||||
Gain from fair value of derivatives | $ 82,378 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 150.00% | ||||||||||
Risk-free interest rate | 45.00% | ||||||||||
Expected life | 6 months 11 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | $ 82,500 | ||||||||||
Interest expense | $ 96,042 | ||||||||||
Convertible Notes Payable Forteen [Member] | January 15, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 131,250 | $ 131,250 | |||||||||
Convertible promissory note due date | Jan. 15, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | $ 176,606 | $ 176,606 | |||||||||
Gain from fair value of derivatives | $ 131,250 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 135.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 3 months 15 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | $ 131,250 | ||||||||||
Interest expense | $ 45,356 | ||||||||||
Convertible debt, description | The note became convertible six months after issuance or July 15, 2016. | ||||||||||
Convertible Notes Payable Forteen [Member] | January 15, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 131,250 | $ 131,250 | |||||||||
Convertible promissory note due date | Jan. 15, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | $ 138,780 | $ 138,780 | |||||||||
Gain from fair value of derivatives | $ 131,250 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 135.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 3 months 15 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | $ 131,250 | ||||||||||
Interest expense | $ 7,530 | ||||||||||
Convertible debt, description | The note became convertible six months after issuance or September 9, 2016. | ||||||||||
Convertible Notes Payable Fifteen [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 96,877 | $ 96,877 | |||||||||
Convertible promissory note due date | May 16, 2017 | ||||||||||
Convertible Notes Payable Fifteen [Member] | March 8, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 50,000 | $ 50,000 | |||||||||
Convertible promissory note due date | Mar. 8, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | $ 10,921 | $ 10,921 | |||||||||
Gain from fair value of derivatives | $ 27,611 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 165.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 5 months 9 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | $ 38,532 | ||||||||||
Convertible debt, description | The note became convertible six months after issuance or September 8, 2016. | ||||||||||
Convertible Notes Payable Fifteen [Member] | March 8, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 25,000 | $ 25,000 | |||||||||
Convertible promissory note due date | Mar. 8, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | 5,245 | $ 5,245 | |||||||||
Gain from fair value of derivatives | 13,396 | ||||||||||
Derivative liability write off due to conversion | $ 19,883 | $ 19,883 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 165.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 5 months 9 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Principal amount | $ 26,000 | $ 26,000 | |||||||||
Debt discount | $ 38,524 | ||||||||||
Convertible debt, description | The note became convertible six months after issuance or September 8, 2016. | ||||||||||
Convertible Notes Payable Fifteen [Member] | March 8, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 25,000 | $ 25,000 | |||||||||
Convertible promissory note due date | Mar. 8, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | $ 5,461 | $ 5,461 | |||||||||
Gain from fair value of derivatives | $ 13,805 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 165.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 5 months 9 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | $ 19,266 | ||||||||||
Convertible debt, description | The note became convertible six months after issuance or September 8, 2016. | ||||||||||
Convertible Notes Payable Sixteen [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | $ 47,979 | $ 47,979 | |||||||||
Convertible promissory note due date | Jul. 22, 2017 | ||||||||||
Convertible Notes Payable Sixteen [Member] | March 9, 2017 [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Convertible promissory notes | 50,000 | $ 50,000 | |||||||||
Convertible promissory note due date | Mar. 9, 2017 | ||||||||||
Interest rate | 8 | ||||||||||
Conversion rate | 50.00% | ||||||||||
Fair value of the derivative liability | $ 11,014 | $ 11,014 | |||||||||
Gain from fair value of derivatives | $ 27,343 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 655.00% | ||||||||||
Risk-free interest rate | 29.00% | ||||||||||
Expected life | 5 months 9 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Debt discount | $ 38,357 | ||||||||||
Convertible debt, description | The note became convertible six months after issuance or September 9, 2016. | ||||||||||
Convertible Notes Payable Sixteen [Member] | TPP Acquisition [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Fair value of the derivative liability | $ 898,490 | $ 898,490 | |||||||||
Aggregate fair value of the derivative | $ 262,500 | 262,500 | |||||||||
Gain from fair value of derivatives | $ 635,990 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 913.00% | ||||||||||
Risk-free interest rate | 88.00% | ||||||||||
Expected life | 2 years 9 months 15 days | ||||||||||
Estimated fair value price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||
Options exercise price per share | $ / shares | 0.18 | 0.18 | |||||||||
Common stock, quoted price | $ / shares | $ 0.50 | 0.50 | |||||||||
Options excercised, actual price per share | $ / shares | $ 0.001 |
Stock Options (Details)
Stock Options (Details) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, December 31, 2015 | |
Granted | 18,500,000 |
Exercised | |
Forfeited | (1,000,000) |
Expired | |
Outstanding, September 30, 2016 | 17,500,000 |
Weighted - Average Exercise Price Per Share Outstanding, December 31, 2015 | $ / shares | |
Weighted - Average Exercise Price Per Share, Granted | $ / shares | 0.224 |
Weighted - Average Exercise Price Per Share, Forfeited | $ / shares | 1 |
Weighted - Average Exercise Price Per Share, Expired | $ / shares | |
Weighted - Average Exercise Price Per Share Outstanding, June 30, 2016 | $ / shares | $ 0.180 |
Stock Options (Details 1)
Stock Options (Details 1) - Stock Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number of Option Shares | 17,500,000 | |
Outstanding, Weighted Average Exercise Price | $ 0.180 | |
Outstanding, Weighted Average Remaining Life (Years) | 3 years 8 months 23 days | |
Exercisable, Number of Option Shares | 10,833,334 | |
Exercisable, Weighted Average Exercise Price | $ 0.18 | |
0.18 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Prices | $ 0.18 | |
Outstanding, Number of Option Shares | 17,500,000 | |
Outstanding, Weighted Average Exercise Price | $ 0.18 | |
Outstanding, Weighted Average Remaining Life (Years) | 3 years 8 months 23 days | |
Exercisable, Number of Option Shares | 10,833,334 | |
Exercisable, Weighted Average Exercise Price | $ 0.18 |
Stock Options (Details 2)
Stock Options (Details 2) | 9 Months Ended |
Sep. 30, 2016 | |
Expected volatility range, minimum | 778.00% |
Expected volatility range, maximum | 850.00% |
Range of risk-free interest rates, minimum | 0.82% |
Range of risk-free interest rates, maximum | 1.41% |
Expected dividend yield | 0.00% |
Maximum [Member] | |
Expected term of options granted | 5 years |
Minimum [Member] | |
Expected term of options granted | 0 years |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | Aug. 09, 2016 | Jul. 14, 2016 | May 31, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation | $ 7,083 | $ 1,130,818 | |||||
Unrecognized expense | $ 558,328 | 558,328 | |||||
Exercise price of options | $ 1 | ||||||
Stock based expense | $ 558,328 | ||||||
Term of options | 3 years | ||||||
Stock based expense being recognized | $ 558,323 | ||||||
Stock option, Percent | 50.00% | ||||||
Option value | $ 898,490 | ||||||
Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options vested | 10,000,000 | 10,000,000 | |||||
Stock based compensation | $ 14,166 | ||||||
Options issued | 17,500,000 | 17,500,000 | |||||
Options exercise price per share | $ 0.18 | $ 0.18 | |||||
Stock Option [Member] | Glocal [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation | $ 14,166 | ||||||
Options issued | 1,000,000 | 1,000,000 | |||||
Exercise price of options | $ 1 | ||||||
Stock Option [Member] | TPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options issued | 7,500,000 | ||||||
Exercise price of options | $ 0.18 | ||||||
Option value | $ 898,490 | ||||||
Options exercise price per share | $ 0.001 | ||||||
Common stock, quoted price | $ 0.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Due from related parties | |||
Due from Next Cala 360, Inc. | [1] | $ 90,266 | $ 132,179 |
Total Due from related parties | 90,266 | 132,179 | |
Due to related parties | |||
Due to Next Communications, Inc. | [2] | 2,978,041 | 3,025,522 |
Due to Asiya Communications SAPI de C.V. | [3] | 95,120 | 95,120 |
Due to Pleasant Kids, Inc. | [4] | 384,060 | |
Total Due from related parties | $ 3,082,016 | $ 3,504,702 | |
[1] | Next Cala 360, is a Florida corporation established and managed by our Chief Executive Officer. | ||
[2] | Next Communication, Inc. is a corporation in which our Chief Executive Officer holds a controlling interest and serves as the Chief Executive Officer | ||
[3] | Asiya Communications SAPI de C.V.is a telecommunications company organized under the laws of Mexico, in which our Chief Executive Officer holds a substantial interest and is involved in active management. | ||
[4] | Amount due to Pleasant Kids, Inc. for debt incurred throughout the period from the date of agreement to merger to consummation of merger. The Company was dependent on Pleasant Kids for financing during this time and its former officers later became shareholders of the Company as discussed in Note 1. |
Related Party Transactions (D53
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Interest rate of related party | 9.00% | |||||
Loan receivable, related party | $ 60,000 | $ 60,000 | $ 60,000 | |||
Cost of revenues, percent | 100.00% | 100.00% | 100.00% | 100.00% | ||
Cost of revenue, value | $ 360,919 | $ 360,919 | ||||
Interest expense | 59,111 | 179,706 | ||||
Revenue, related party | 12,758 | (619) | 12,818 | 85,238 | ||
Interest payable, related party | 13,479 | 13,479 | 349 | |||
Notes payable, related party | 280,000 | 280,000 | $ 280,000 | |||
Next Cala 360 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue, related party | 12,676 | 20,381 | $ 12,676 | 103,805 | ||
Entity controlled by our CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of revenues, percent | 50.00% | |||||
Cost of revenue, value | 80,988 | $ 230,342 | ||||
Revenue, related party | $ (21,000) | $ 0 | ||||
Asiya Communications SAPI de C.V. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue, related party | $ 82 | $ 142 | ||||
Mr. Arik Maimon [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loan receivable, related party | $ 60,000 |
Accounts Payable And Accrued 54
Accounts Payable And Accrued Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 2,517,321 | |
Accrued expenses | 127,216 | |
Accrued interest | 51,749 | $ 0 |
Accrued salaries and wages | 203,734 | |
Total | $ 2,900,020 | $ 408,820 |
Accounts Payable And Accrued 55
Accounts Payable And Accrued Liabilities (Details Textual) | Dec. 31, 2014USD ($) |
Accounts Payable and Accrued Liabilities [Abstract] | |
Unpaid wages | $ 622,968 |
Accrued salary | $ 35,025 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended | |
Sep. 30, 2016shares | ||
Summary of common stock activity for the six months ended September 30, 2016 | ||
Balance, December 31, 2015 | 177,539,180 | |
Recapitalization | 44,784,795 | |
Share rescission | (4,000,000) | |
Shares issued for services | 9,274,959 | |
Shares issued for other expense | 200,535 | |
Shares issued as repayment of loan (a) | 450,000 | [1] |
Shares issued for conversion of convertible notes payable and accrued interest (b) | 7,236,177 | [2] |
Balance, September 30, 2016 | 246,914,217 | |
[1] | Shares issued as repayment of outstanding loan principal of $13,260. The lender did not have conversion rights to convert the principal to common stock. However, the lender agreed to accept shares in lieu of cash repayment. | |
[2] | Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 Convertible Notes Payable. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jul. 22, 2016 | Apr. 22, 2016 | Feb. 11, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Stockholders' Equity (Textual) | ||||||
Shares issued for other expense, shares | 200,535 | |||||
Cash payment | $ 5,000 | |||||
Share price | $ 0.2244 | |||||
Fair value of the shares | $ 45,000 | |||||
Preferred stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 360,000,000 | 360,000,000 | 360,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Issuance of common stock in conversion of convertible notes payable | $ 485,896 | |||||
Issuance of common stock in lieu of accrued interest | $ 543,544 | |||||
Issuance of common stock, shares in lieu of accrued interest | 35,956 | |||||
Recapitalization of liabilities net | $ 1,032,616 | |||||
Repayment of outstanding loan | $ 13,260 | |||||
Common shares rescinded, Shares | 4,000,000 | |||||
Issuance of common shares value | 45,000 | 450,000 | ||||
Repayment of non-convertible loan | $ 13,260 | |||||
Shares issued for services | 9,274,959 | |||||
Shares issued for prepayment of services | $ 50,000 | |||||
Transaction Processing Products, Inc. [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Issuance of common stock | $ 1,270,000 | |||||
Issuance of common shares value | 10,000,000 | |||||
Third party [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Share price | 0.035 | $ 0.035 | ||||
Shares issued for services | 1,428,571 | |||||
Shares issued for services, value. | $ 50,000 | |||||
Glocal Payment Solutions [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Share price | 0.0745 | $ 0.0745 | ||||
Shares issued for services | 500,000 | |||||
Shares issued for services, value. | $ 37,250 | |||||
Series A Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares designated | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Series B Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Shares issued for other expense, shares | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stock issued for conversion of debt, shares | ||||||
Issuance of common stock in conversion of convertible notes payable | ||||||
Preferred stock, shares designated | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, voting rights | The holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Stock that is held when voting together with holders of the Common Stock. | |||||
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |||
Shares issued for prepayment of services | ||||||
Shares issued for prepayment of services, shares | ||||||
Common Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Shares issued for other expense, shares | 4,000,000 | 200,535 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Stock issued for conversion of debt, shares | 6,692,633 | |||||
Issuance of common stock in conversion of convertible notes payable | $ 449,940 | |||||
Issuance of common shares value | 1,046,414 | 2,092,828 | ||||
Shares issued for services | 8,774,959 | |||||
Shares issued for services, value. | $ 2,092,828 | |||||
Shares issued for prepayment of services, shares | 1,428,571 | |||||
Common Stock [Member] | Minimum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, shares authorized | 360,000,000 | 360,000,000 | ||||
Common Stock [Member] | Maximum [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, shares authorized | 9,500,000,000 | 9,500,000,000 | ||||
Series D Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Preferred stock, shares designated | 36,000,000 | 36,000,000 |
Customer Concentration (Details
Customer Concentration (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | $ 515,230 | $ 41,527 | $ 600,300 | $ 269,578 |
% of Total | 100.00% | 100.00% | 100.00% | 100.00% |
Customer 1 [Member] | ||||
Revenues | $ 3,224 | |||
% of Total | 1.00% | 0.00% | ||
Customer 2 [Member] | ||||
Revenues | $ 20,000 | |||
% of Total | 3.00% | 0.00% | ||
Customer 3 [Member] | ||||
Revenues | $ 12,301 | |||
% of Total | 2.00% | 0.00% | ||
Customer 4 [Member] | ||||
Revenues | $ 35,000 | |||
% of Total | 6.00% | 0.00% | ||
Customer 5 [Member] | ||||
Revenues | $ 32,675 | |||
% of Total | 0.00% | 12.00% | ||
Customer 6 [Member] | ||||
Revenues | $ 27,000 | |||
% of Total | 0.00% | 10.00% | ||
Customer 7 [Member] | ||||
Revenues | $ 50,000 | |||
% of Total | 0.00% | 19.00% | ||
Customer 8 [Member] | ||||
Revenues | $ 27,787 | |||
% of Total | 0.00% | 10.00% | ||
Customer 9, related party [Member] | ||||
Revenues | $ 12,676 | $ 103,805 | ||
% of Total | 2.00% | 39.00% | ||
Customer 10, related party [Member] | ||||
Revenues | $ 2,433 | |||
% of Total | 0.00% | 1.00% | ||
Customer 11, related party [Member] | ||||
Revenues | $ 142 | |||
% of Total | 0.00% | 0.00% | ||
All Others [Member] | ||||
Revenues | $ 516,957 | $ 25,878 | ||
% of Total | 86.00% | 9.00% |
Customer Concentration (Detai59
Customer Concentration (Details Textual) - Customers | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Customer Concentration (Textual) | ||
Revenues derived percentage | 14.00% | 91.00% |
Number of customers | 5 | 6 |
Concentration risk description | Of the 91% during the nine months ended September 30, 2015, 40% was from related parties. The loss of any one of these customers would have a material adverse effect on the Company's operations. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 07, 2016 |
Commitments and Contingencies (Textual) | |
Commitments description | The agreement requires 1% of the outstanding common share equivalent to be issued to the third party when the market capitalization of the Company reaches $500,000,000 and an additional 1% when it reached $750,000,000. |
Acquisitions (Details)
Acquisitions (Details) | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | |
Identifiable intangible assets | $ 1,310,058 |
Transaction Processing Products, Inc. [Member] | |
Business Acquisition [Line Items] | |
Cash | 43,583 |
Restricted cash | 44,654 |
Accounts receivable | 61,391 |
Inventory | 2,214 |
Prepaid expenses and other current assets | 9,435 |
Equipment | 123,013 |
Note receivable | 83,353 |
Accounts payable | (1,741,858) |
Notes payable | (418,697) |
Net liabilities assumed (net of $5.2 million intercompany payable / receivable acquired) | (1,792,912) |
Fair value of shares issued | 1,270,000 |
Fair value of options issued | 898,490 |
Cash paid | 10 |
Total consideration | 2,168,500 |
Identifiable intangible assets | 1,310,058 |
Goodwill recorded | $ 2,651,354 |
Acquisitions (Details 1)
Acquisitions (Details 1) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, Total | $ 1,310,058 |
Client Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, Total | $ 93,190 |
Identifiable intangible assets, Life (months) | 9 months |
Client Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, Total | $ 1,216,868 |
Identifiable intangible assets, Life (months) | 53 months |
Acquisitions (Details 2)
Acquisitions (Details 2) - Tel3 [Member] | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 45,235 |
Prepaid expenses | 6,728 |
Accounts payable | (76,294) |
Customer deposits | (755,806) |
Net liabilities assumed | (780,137) |
Cash paid | 10 |
Total consideration | 10 |
Excess recorded as a reduction of additional paid-in capital | $ 780,147 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenues | $ 515,230 | $ 41,527 | $ 600,300 | $ 269,578 |
Cost of sales | 360,919 | 360,919 | ||
Gross margin | 73,322 | (122,475) | 9,038 | (74,042) |
Operating expenses | 1,868,409 | 101,669 | 5,003,422 | 429,648 |
Loss from operations | (1,795,087) | (224,144) | (4,994,384) | (503,690) |
Other income | 779,222 | 25,000 | 229,055 | 25,000 |
Net loss | $ (1,015,865) | $ (199,144) | $ (4,765,329) | $ (478,690) |
Net loss per share, basic and diluted | $ 0 | $ 0 | $ (0.02) | $ 0 |
Pro Forma Information [Member] | ||||
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenues | $ 515,230 | $ 869,355 | $ 600,300 | $ 1,097,406 |
Cost of sales | 441,907 | 545,218 | 591,261 | 724,836 |
Gross margin | 73,323 | 324,137 | 9,039 | 372,570 |
Operating expenses | 1,868,409 | 591,133 | 5,003,422 | 919,112 |
Loss from operations | (1,795,086) | (266,996) | (4,994,383) | (546,542) |
Other income | 779,222 | 22,834 | 229,055 | 22,834 |
Net loss | $ (1,015,864) | $ (244,162) | $ (4,765,328) | $ (523,708) |
Net loss per share, basic and diluted | $ 0 | $ 0 | $ (0.02) | $ 0 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Feb. 11, 2016 | Sep. 30, 2016 | Jul. 22, 2016 |
Business Acquisition [Line Items] | |||
Issuance of common shares value | 45,000 | 450,000 | |
Identifiable intangible assets | $ 1,310,058 | ||
Intercompany payable / receivable acquired | $ 5,200,000 | ||
Client Contracts [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | 93,190 | ||
Client Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 1,216,868 | ||
Transaction Processing Products, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Options to purchase | 7,500,000 | ||
Issuance of common shares value | 10,000,000 | ||
Purchase outstanding debt | $ 5,200,000 | ||
Fair value of shares issued | 1,270,000 | ||
Fair value of options issued | 898,490 | ||
Cash paid | 10 | ||
Total consideration | 2,168,500 | ||
Goodwill recorded | 2,651,354 | ||
Net liabilities assumed | $ 1,792,912 | ||
Share price | $ 0.18 | ||
Identifiable intangible assets | $ 1,310,058 | ||
Identifiable intangible assets, goodwill | 2,650,000 | ||
Tel3 [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid | 10 | ||
Total consideration | 10 | ||
Net liabilities assumed | $ 780,137 |
Restatement (Details)
Restatement (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total assets | $ 4,791,172 | $ 539,345 |
Total liabilities | 9,073,900 | |
Total Next Group Holdings, Inc. stockholders' deficit | (1,654,955) | (3,667,274) |
Total non-controlling interest in subsidiaries | (2,627,773) | $ (17,252) |
Originally Stated [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total assets | 4,791,172 | |
Total liabilities | 9,043,900 | |
Total Next Group Holdings, Inc. stockholders' deficit | (1,624,955) | |
Total non-controlling interest in subsidiaries | (2,627,773) | |
Adjustments [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total assets | ||
Total liabilities | 30,000 | |
Total Next Group Holdings, Inc. stockholders' deficit | (30,000) | |
Total non-controlling interest in subsidiaries |
Subsequent Events (Details)
Subsequent Events (Details) | Sep. 30, 2016USD ($) |
Subsequent Event [Line Items] | |
Total | $ 678,250 |
Noteholder 1 [Member] | |
Subsequent Event [Line Items] | |
Total | 357,000 |
Noteholder 3 [Member] | |
Subsequent Event [Line Items] | |
Total | 125,000 |
Noteholder 4 [Member] | |
Subsequent Event [Line Items] | |
Total | 131,250 |
Noteholder 5 [Member] | |
Subsequent Event [Line Items] | |
Total | $ 65,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Nov. 02, 2016 | Jul. 22, 2016 |
Subsequent Events (Textual) | ||
Conversion of convertible debt, description | The Company entered into four separate agreements with convertible note holders agreed not to convert any amount of outstanding principal or accrued interest to shares of common stock for a period of 60 days. These agreements were extended for an additional 30 days upon expiration on September 22, 2016 then an additional 30 days upon expiration of the original extensions on October 22, 2016. Currently, the agreements will expire on November 26, 2016. Under the terms of the agreement, the Company may prepay the outstanding principal and accrued interest of the notes for 130% of the then outstanding amounts. Additionally, the Company amended these notes to have a conversion floor of $0.04 per share from the original terms of the convertible notes of $0.05 per share. | |
Subsequent Event [Member] | ||
Subsequent Events (Textual) | ||
Conversion of convertible debt, description | The note is convertible at the option of the holder into common stock of the Company after six months from issuance at a rate equal to 50% of the lowest trading price of the Company's common stock during the twenty prior trading days from the date of conversion. | |
Convertible note payable | $ 52,500 | |
Convertible note, due date | Nov. 2, 2017 | |
Convertible note, interest rate | 8.00% |