Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NEXT GROUP HOLDINGS, INC. | |
Entity Central Index Key | 1,424,657 | |
Trading Symbol | PLKD | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 283,515,255 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 63,872 | $ 256,302 |
Accounts receivable, net | 8,298 | 9,661 |
Accounts receivable, related party | 49,720 | |
Finance deposit | 25,000 | |
Prepaid expenses and other current assets | 3,333 | 48,091 |
Related party receivable | 36,000 | 36,000 |
Assets from discontinued operations | 225,884 | |
Total current assets | 161,223 | 600,938 |
License fee, net of accumulated amortization | 76,389 | 118,056 |
Total assets | 237,612 | 718,994 |
Current liabilities | ||
Bank overdraft | 7 | |
Accounts payable and accrued liabilities | 1,564,243 | 1,330,789 |
Dividends payable | 30,000 | 30,000 |
Deferred revenue | 735,914 | 715,642 |
Loan payable | 75,000 | 75,000 |
Convertible notes payable, net of discounts and debt issue costs | 1,135,985 | 1,076,302 |
Derivative liability | 2,959,240 | 1,210,281 |
Related party payable | 3,055,453 | 3,155,995 |
Notes payable, current | 25,000 | |
Interest payable, related party | 13,321 | |
Notes payable, related party | 280,000 | |
Liabilities from discontinued operations | 2,436,720 | |
Total current liabilities | 9,580,835 | 10,324,057 |
Commitments and contingencies (Note 11) | ||
Stockholders' Deficit | ||
Preferred stock, value | ||
Common stock, authorized 360,000,000 shares, $0.001 par value, 280,326,474 and 249,225,683 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 280,327 | 249,226 |
Additional paid in capital | 6,115,812 | 6,791,750 |
Accumulated deficit | (15,125,038) | (13,499,303) |
Total Next Group Holdings, Inc. stockholders' deficit | (8,718,899) | (6,448,327) |
Non-controlling interest in subsidiaries | (624,324) | (3,156,736) |
Total liabilities and stockholders' deficit | 237,612 | 718,994 |
Series B Preferred Stock | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 10,000 | $ 10,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 280,326,474 | 249,225,683 |
Common stock, shares outstanding | 280,326,474 | 249,225,683 |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 500,426 | $ 2,707 | $ 997,224 | $ 85,010 |
Revenue, related party | 73,638 | 60 | 77,431 | 60 |
Total revenue | 574,064 | 2,767 | 1,074,655 | 85,070 |
Cost of revenue | 450,175 | 42,193 | 785,432 | 149,354 |
Gross profit (loss) | 123,889 | (39,426) | 289,223 | (64,284) |
Operating expenses | ||||
Officer compensation | 147,777 | 1,371,539 | 363,943 | 1,444,735 |
Professional fees | 641,603 | 1,234,695 | 1,132,887 | 1,472,771 |
General and administrative | 132,688 | 102,548 | 229,580 | 217,507 |
Total operating expenses | 922,068 | 2,708,782 | 1,726,410 | 3,135,013 |
Loss from operations | (798,179) | (2,748,208) | (1,437,187) | (3,199,297) |
Other income (expense) | ||||
Other income | 178,712 | 7,366 | 179,580 | 10,245 |
Other expense | (45,000) | (45,000) | ||
Loss on disposal of asset | (2,926) | (2,926) | ||
Interest expense | (238,477) | (613,282) | (597,719) | (890,182) |
Penalties on convertible notes payable | (14,490) | |||
Excess derivative liability expense | (144,143) | (144,143) | ||
(Loss) gain on derivative liability | (1,434,962) | 407,463 | (1,848,999) | 392,186 |
Gain on disposal of business | 2,213,103 | |||
Total other income (expense) | (1,638,870) | (246,379) | (198,178) | (550,167) |
Net income loss) before income taxes | (2,437,049) | (2,994,587) | (1,635,365) | (3,749,464) |
Income taxes | ||||
Net income (loss) before controlling interest | (2,437,049) | (2,994,587) | (1,635,365) | (3,749,464) |
Net (income) loss attributable to non-controlling interest | (144) | 4,686 | 9,630 | 5,383 |
Net income (loss) attributable to Next Group Holdings, Inc. | $ (2,437,193) | $ (2,989,901) | $ (1,625,735) | $ (3,744,081) |
Loss per share, basic and diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding | 279,036,537 | 231,173,801 | 265,411,946 | 224,349,687 |
Consolidated of Cash Flows (Una
Consolidated of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss after non-controlling interest | $ (1,625,735) | $ (3,744,081) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-controlling interest | (9,630) | (5,383) |
Imputed interest | 119,518 | 120,595 |
Shares issued for services | 720,200 | 1,046,414 |
Shares issued for other expense | 45,000 | |
Debt discount amortization | 328,537 | 375,565 |
Stock based compensation | 154,943 | 1,123,735 |
Excess derivative liability expense | 144,143 | 288,126 |
Loss on disposal of equipment | 2,926 | |
Depreciation expense | 217 | |
Amortization of debt issue costs | 13,004 | 11,941 |
Debt issue costs expensed | ||
Default penalties on convertible notes | 14,490 | |
License fee amortization | 41,667 | 41,663 |
Allowance for doubtful accounts | 25,000 | |
Gain on disposal of business | (2,213,103) | |
Loss on derivative fair value adjustment | 1,848,999 | (392,186) |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 1,363 | 2,598 |
Accounts receivable, related party | (49,720) | |
Prepaid expenses | 44,758 | |
Accounts payable | 317,301 | 340,801 |
Related party interest payable | 11,240 | |
Deferred revenue | 21,874 | |
Net Cash Used by Operating Activities | (116,881) | (716,339) |
Cash Flows from Investing Activities: | ||
Due from related parties | 36,727 | |
Net Cash Provided by Investing Activities | 36,727 | |
Cash Flows from Financing Activities: | ||
Bank overdraft | (7) | (1,081) |
Proceeds from loans payable | 25,000 | (2,500) |
Proceeds from convertible notes | 812,380 | |
(Repayments of) proceeds from related party loans | (100,542) | (38,626) |
Cash acquired through reverse recapitalization | 1,184 | |
Net Cash Provided by Financing Activities | (75,549) | 771,357 |
Net Increase (Decrease) in Cash | (192,430) | 91,745 |
Cash at Beginning of Period | 256,302 | 18,047 |
Cash at End of Period | 63,872 | 109,792 |
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 related party loan and accrued interest repayment | 294,923 | |
Common stock issued for conversion of convertible note principal | 167,069 | 224,495 |
Common stock issued for conversion of convertible accrued interest | 11,580 | 15,721 |
Common stock issued as loan repayment | 13,260 | |
Common stock issued for prepaid expense | $ 1,046,414 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
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. 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). 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 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. The Company sold its interest in TPP during the three months ended March 31, 2017 to an unaffiliated third party. 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 the consolidated financial statements for the year ended December 31, 2016 and notes thereto and other pertinent information contained in our annual report on form 10-K as filed with the Securities and Exchange Commission on July 3, 2017. The unaudited condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2017 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, 2017. The accompanying unaudited condensed 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. 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 condensed 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, stock based compensation 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 June 30, 2017 or December 31, 2016. As of June 30, 2017 and December 31, 2016, the Company did not hold cash with any one financial institution in excess of the FDIC insured limit of $250,000. 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 and Fair Value of 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 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 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 June 30, 2017, the Company had eighteen outstanding convertible notes payable with conversion rights that are exercisable. The amount of outstanding principal on these convertible notes total $1,162,328 plus accrued interest of $329,357 for total convertible debts as of June 30, 2017 of $1,491,684 representing 76,838,957 new dilutive common shares if converted at the applicable rates. The effects of these notes have been excluded in net loss per diluted share for the three and six months ended June 30, 2017 as the effects would be anti-dilutive. 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 report on form 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 June 30, 2017. 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. Derivative Liabilities The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes. Changes in value of the derivative liabilities that result from conversions of the underlying instrument to common stock are written off to additional paid in capital. 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. 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 $76,389 and $118,056 as of June 30, 2017 and December 31, 2016, respectively. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), that outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09 to the beginning of 2018 for public companies, with an option that would permit companies to adopt the standard as early as the original effective date of 2017. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP. ASU 2014-09 may be adopted either retrospectively or on a modified retrospective basis whereby it would be applied to new contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to beginning retained earnings at the effective date for those contracts. The updated standard is effective for us in the first quarter of 2018 and we do not plan to early adopt. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. 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 has implemented ASU 2016-09 effective January 1, 2017. 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. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326).” For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses. The new standard is effective for the Company at the beginning of fiscal year 2019. Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230)”, which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The new standard is effective for the Company at the beginning of fiscal year 2018. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes”, which requires that all deferred tax liabilities and assets be classified as noncurrent amounts on the balance sheet. ASU 2015-17 will be effective for interim and annuals periods beginning after December 15, 2016 and may be applied prospectively or retrospectively. Early adoption of the standard is permitted. The new standard is effective for the Company at the beginning of fiscal year 2017. There was no impact on the Company’s unaudited condensed consolidated financial statements as the Company does not currently have a deferred tax asset or liability. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s unaudited condensed 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 Company had a net loss before non-controlling interest of $1,625,365 and $3,749,464 and net cash used in operating activities of $116,881 and $716,339, for the six months ended June 30, 2017 and 2016, respectively. The Company has a working capital deficit of $9,419,612 and $9,723,119, and an accumulated deficit of $15,125,038 and $13,499,303 as of June 30, 2017 and December 31, 2016, respectively. 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. Management plans to fund operations through additional debt and equity financing. Debt instruments may be convertible or non-convertible and will vary based on the Company’s needs and financing options available at such times. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE The Company has entered into a series of convertible notes payable to fund operations. While with differing noteholders, the terms of the outstanding convertible notes are substantially similar and accrue interest at 8% annually with a default interest rate of 24% and allow for the conversion of outstanding principal and interest to common stock at a price equal to a 45% to 50% from the lowest trading price in the preceding 20 days. In February 2017, the Company agreed with certain noteholders to extend a redemption freeze agreement whereby the convertible note holders agreed to not convert outstanding principal and accrued interest into common stock for a period of 60 days. Upon the expiration of these agreements, a 90 day extension was executed whereby the noteholders agreed to not convert additional amounts through the first week of July 2017. Under the terms of the extension, each noteholder was granted the right to convert a limited amount of outstanding principal to common stock at a rate equal to the stated rate in the convertible note payable but not less than $0.02 per share and extended the due dates of the notes to July 2017. The convertible notes outstanding contain cross default features and the Company defaulted on all notes in November 2016. The following table summarizes all convertible notes payable activity for the six months ended June 30, 2017: Holder Issue Date Due Date Original Principal Balance, December 31, 2016 Advances Conversions to Common Stock Balance, Noteholder 1 11/25/2015 11/24/2016 $ 82,500 $ 82,500 $ - $ (35,971 ) $ 46,529 Noteholder 1 12/21/2015 12/21/2016 27,000 27,000 - - 27,000 Noteholder 1 1/15/2016 1/15/2017 131,250 131,250 - - 131,250 Noteholder 1 3/8/2016 3/8/2017 50,000 50,000 - - 50,000 Noteholder 1 4/11/2016 4/11/2017 82,500 82,500 - - 82,500 Noteholder 1 4/11/2016 4/11/2017 82,500 82,500 - - 82,500 Noteholder 1 4/11/2016 4/11/2017 82,500 82,500 - - 82,500 Noteholder 1 5/16/2016 5/16/2017 100,000 100,000 - - 100,000 Noteholder 1 7/22/2016 7/22/2017 50,000 50,000 - - 50,000 Noteholder 1 8/2/2016 8/2/2017 50,000 50,000 - - 50,000 Noteholder 2 11/20/2015 11/20/2016 37,000 37,000 - - 37,000 Noteholder 3 3/8/2016 3/8/2017 50,000 14,000 - - 14,000 Noteholder 3 5/16/2016 5/16/2017 100,000 100,000 - (15,000 ) 85,000 Noteholder 3 7/22/2016 7/22/2017 50,000 50,000 - - 50,000 Noteholder 3 3/8/2016 3/8/2017 25,000 25,000 - (25,000 ) - Noteholder 4 1/19/2016 1/15/2017 131,250 131,250 - - 131,250 Noteholder 4 3/9/2016 3/8/2017 50,000 50,000 - (16,098 ) 33,902 Noteholder 5 11/9/2015 11/9/2016 100,000 61,397 - (5,000 ) 56,397 Noteholder 6 11/2/2016 11/2/2017 52,500 52,500 - - 52,500 Noteholder 7 1/2/2017 8/2/2017 70,000 - 70,000 (70,0000 ) - Totals $ 1,404,000 $ 1,259,397 $ 70,000 $ (167,069 ) $ 1,162,328 The following is a summary of all convertible notes outstanding as of June 30, 2017: Holder Issue Date Due Date Principal Discount Unamortized Debt Issue Costs Carrying Value Accrued Interest Noteholder 1 11/25/2015 11/24/2016 46,529 - - 46,529 20,097 Noteholder 1 12/21/2015 12/21/2016 27,000 - - 27,000 9,143 Noteholder 1 1/15/2016 1/15/2017 131,250 - - 131,250 43,726 Noteholder 1 3/8/2016 3/8/2017 50,000 - - 50,000 14,762 Noteholder 1 4/11/2016 4/11/2017 82,500 - - 82,500 23,742 Noteholder 1 4/11/2016 4/11/2017 82,500 - - 82,500 23,742 Noteholder 1 4/11/2016 4/11/2017 82,500 - - 82,500 23,742 Noteholder 1 5/16/2016 5/16/2017 100,000 - - 100,000 26,521 Noteholder 1 7/22/2016 7/22/2017 50,000 (1,918 ) (150 ) 47,932 7,726 Noteholder 1 8/2/2016 8/2/2017 50,000 (3,359 ) (150 ) 46,491 7,605 Noteholder 2 11/20/2015 11/20/2016 37,000 - - 37,000 8,369 Noteholder 3 3/8/2016 3/8/2017 14,000 - - 14,000 7,866 Noteholder 3 5/16/2016 5/16/2017 85,000 - - 85,000 24,801 Noteholder 3 7/22/2016 7/22/2017 50,000 (1,918 ) (151 ) 47,931 7,726 Noteholder 3 3/8/2016 3/8/2017 - - - - - Noteholder 4 1/19/2016 1/15/2017 131,250 - - 131,250 43,611 Noteholder 4 3/9/2016 3/8/2017 33,902 - - 33,902 9,788 Noteholder 5 11/9/2015 11/9/2016 56,397 - - 56,397 23,628 Noteholder 6 11/2/2016 11/2/2017 52,500 (18,697 ) - 33,803 2,762 Noteholder 7 1/2/2017 8/2/2017 - - - - - Totals $ 1,162,328 $ (25,892 ) $ (451 ) $ 1,135,985 $ 329,357 Accrued Interest There was $329,357 and $207,951 of accrued interest due on all convertible notes as of June 30, 2017 and December 31, 2016, respectively. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 5 – DERIVATIVE LIABILITIES The Company analyzed the conversion features of the convertible notes payable as discussed in Note 7 for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative liability because the exercise price of these convertible notes are subject to a variable conversion rate. 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 AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability. 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 reverse capitalization date of the convertible notes payable and certain outstanding option grants was $1,236,007 which was recorded as a derivative liability on the balance sheet. As of June 30, 2017, the Company had a $2,959,240 derivative liability balance on the balance sheet and recorded a loss from derivative liability fair value adjustment of $1,848,999 during the six months ended June 30, 2017. The derivative liability activity comes from convertible notes payable as discussed in Note 4. 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 sale 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. A summary of outstanding derivative liabilities as of June 30, 2017 is as follows: Holder Derivative Balance Noteholder 1 $ 98,873 Noteholder 1 57,374 Noteholder 1 278,903 Noteholder 1 108,779 Noteholder 1 175,310 Noteholder 1 175,310 Noteholder 1 175,310 Noteholder 1 212,497 Noteholder 1 93,775 Noteholder 1 93,788 Noteholder 2 78,624 Noteholder 3 29,750 Noteholder 3 180,623 Noteholder 3 93,775 Noteholder 4 278,903 Noteholder 4 73,757 Noteholder 5 170,749 Option Holder 431,250 Noteholder 6 151,890 Total $ 2,959,240 The value of the embedded derivative liabilities for the convertible notes payable and outstanding option awards was determined using the Black-Scholes option pricing model based on the following assumptions: June 30, 2017 December 31, 2016 Expected volatility 50% - 866 % 155% - 871 % Expected term .06 - 2.75 years .19 – 2.54 years Risk free rate 0.84% - 1.27 % .51% - 1.47 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % A summary of the changes in derivative liabilities balance for the six months ended June 30, 2017 is as follows: Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2016 $ 1,210,281 Initial measurement of derivative liabilities 328,932 Change in fair market value 1,848,999 Write off due to conversion (428,972 ) Balance, June 30, 2017 $ 2,959,240 |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2017 | |
Stock Options [Abstract] | |
STOCK OPTIONS | NOTE 6 – STOCK OPTIONS The following table summarizes all stock option activity for the six months ended June 30, 2017: Shares Weighted- Outstanding, December 31, 2016 17,500,000 $ 0.18 Granted 7,500,000 0.18 Exercised - - Forfeited (7,500,000 ) 0.18 Expired - - Outstanding, June 30, 2017 17,500,000 $ 0.18 The following table discloses information regarding outstanding and exercisable options at June 30, 2017: 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 3.48 10,833,334 $ 0.18 17,500,000 $ 0.18 3.48 10,833,334 $ 0.18 On May 31, 2016, the Company issued 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 the issuance vest based on performance milestones which the Company believes is 60% likely of occurring resulting in stock based expense of $558,328 during the year ended December 31, 2016, at which point there was a 50% probability of attainment, and $111,666 during the six months ended June 30, 2017 at which point the probability of attainment was updated to 60%. The remaining fair value of the unvested shares of $446,663 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 were exercisable for a period of three years and carried an exercise price of $0.18 per share. The options carried 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 $111,666 and $1,123,735 during the six months ended June 30, 2017 and 2016 leaving an unrecognized expense of $446,663 as of June 30, 2017. 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: June 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 | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – 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 six months ended June 30, 2017 and 2016. 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 our Chief Executive Officer 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 June 30, 2017 and December 31, 2016 consisted of the following: Due from related parties June 30, December 31, (a) Glocal Card Services 36,000 36,000 Total Due from related parties $ 36,000 $ 36,000 Due to related parties June 30, December 31, (b) Due to Next Communications, Inc. $ 2,949,851 $ 2,961,271 (c) Due to Asiya Communications SAPI de C.V. 3,000 95,120 (d) Michael DePrado 99,604 99,604 Total Due from related parties $ 3,055,453 $ 3,155,995 (a) Glocal Card Services is our partner in the Glocal Joint Venture and is considered a related party because of our business relationship with them (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) Michael DePrado is our Chief Operating Officer and Chief Financial Officer During the six months ended June 30, 2017 and 2016, the Company recorded interest expense of $119,518 and $120,595 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. During the six months ended June 30, 2017, the outstanding principal and accrued interest totaling $294,923 was converted to 8,900,000 shares of common stock. Accounts Receivable, Related Party The Company had outstanding accounts receivable of $49,720 from related parties as of June 30, 2017 of which $47,666 was due from Next Communications and $2,054 was due from Asiya Communications SAPI de C.V. Revenues (Related Party) The Company generated revenues from related parties of $73,638 and $60 during the three month ended June 30, 2017 and 2016 and $77,431 and $60 during the six months ended June 30, 2017 and 2016 as itemized below. For the Three Months Ended June 30, For the Six Months Ended 2017 2016 2017 2016 Next Communications $ 71,666 $ - $ 71,666 $ - Asiya Communications SAPI de C.V. 1,972 - 1,972 - Next Cala 360 - 60 3,793 60 Total $ 73,638 $ 60 $ 77,431 $ 60 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following as of June 30, 2017: Trade payables $ 856,544 Accrued expenses 278,845 Accrued interest 333,159 Accrued salaries and wages 95,695 Total $ 1,564,243 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 revised and the Company settled for $80,000 in March 2017 for which the Company paid $10,000 cash and entered into a convertible note payable for $70,000. The note was fully converted during the six months ended June 30, 2017 leaving a payable balance of $0 outstanding as of June 30, 2017. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – 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 June 30, 2017 or December 31, 2016. 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. During the six months ended June 30, 2017, the Company has issued 8,812,690 shares of commons stock for the conversion of $167,069 of principal of convertible notes payable and 579,010 shares for the conversion of $11,580 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 8,449,654 common shares valued at $280,000 as repayment of a non-convertible related party loan and 450,346 common shares valued at $14,932 as repayment of non-convertible related party accrued interest. The related party is an officer of the Company. The fair value of the shares issued as repayment of the related party payable was $338,200 using the close price of $0.038 per share on the date of the transaction resulting in an excess fair value of shares issued upon conversion of $43,277 which was recorded as compensation expense. The Company also issued 12,809,091 shares of common stock valued at $720,200 for services were valued using the close price of the Company’s common stock on the date of issuance as quoted on the OTCBB. Summary of common stock activity for the six months ended June 30, 2017 Outstanding shares Balance, December 31, 2016 249,225,683 Shares issued for services 12,809,091 Shares issued as repayment of related party loan and accrued interest (a) 8,900,000 Shares issued for conversion of convertible notes payable and accrued interest (b) 9,391,700 Balance, June 30, 2017 280,326,474 (a) Shares issued as repayment of outstanding loan principal of $280,000 plus accrued interest of $14,923. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Customer Concentration [Abstract] | |
CUSTOMER CONCENTRATION | NOTE 10 – CUSTOMER CONCENTRATION The Company did not have any one customer account for more than 10% of its revenues during the three or six months ended June 30, 2017. For the six months ended June 30, 2016, 89% of revenues were derived from four separate customers. The concentration of revenues during the three and six months ended June 30, 2016 was: Three Months Ended Percentage of Total Six Percentage of Total Customer 1 $ 37 1 % $ 8,536 10 % Customer 2 - 0 % 20,000 24 % Customer 3 - 0 % 12,301 14 % Customer 4 - 0 % 35,000 41 % Customer 5, related party 60 2 % 60 0 % All Others 2,670 96 % 9,173 11 % Total $ 2,767 100 % $ 85,070 100 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – 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 June 30, 2017, or December 31, 2016 as a result. On October 14, 2014, one of our operating subsidiaries, NxtGn, Inc. and Next Communications, Inc., an entity controlled by our CEO, (collectively the “Plaintiffs”) filed suit in the United States District Court for the Southern district of New York against Viber Media, Inc. Plaintiffs filed an Amended Complaint asserting four claims: misappropriation of a business idea, misappropriation of trade secrets, breach of contract, and unjust enrichment. Viber moved the Court to dismiss the Amended Complaint. On March 30, 2016, U.S. District Judge Richard Sullivan issued an opinion and order on Viber’s motion to Dismiss. Specifically, Judge Sullivan ordered that Viber’s motion to dismiss is granted on Plaintiffs’ misappropriation of a business idea claim, but denied as to their misappropriation of trade secrets, breach of contract, and unjust enrichment claims. The Company has not accrued any gains or losses associated with this case as it would be a contingent gain and recorded when received. 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 June 30, 2017 as a result. On July 6, 2017, the Company received notice an existing legal claim against Accent InterMedia (“AIM”) had been amended to include claims against the Company. The claims brought against the Company include failure to comply with certain judgments for collection of funds by the plaintiff while having a controlling interest in AIM via its ownership of Transaction Processing Products (“TPP”). The Company believes the amended case is without merit and that, per its agreement to sell its interest in TPP, any claims brought against AIM or TPP would be the responsibilities of the current interest holders. Due to the original suit being filed against AIM and amended to include the Company after it disposed of its interest in TPP, which had a controlling interest in AIM, we believe it likely the Company and its subsidiaries be dismissed as defendants. As a result, no contingent loss as been accrued as of June 30, 2017. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Sale of Future Accounts Receivable On August 16, 2017, the Company entered into a financing agreement whereby it sold $68,000 of future accounts receivable for net cash proceeds of $49,000 represented by a $50,000 gross sales price less a $1,000 origination fee. The Company is required to make daily repayments of $540. Common Stock Issuances On various dates through August 21, 2017, the Company issued a total of 2,800,746 common shares for the conversion of outstanding principal on convertible notes payable totaling $55,204 and 388,035 common shares for the conversion of accrued interest on convertible note payable totaling $7,761. All conversions were performed at the contractual terms within each respective convertible note. Letters of Intent Effective March 30, 2017, the Company entered into a non-binding letter of intent (“LOI”) with AZUGROUP USA, LLC (“AZUGROUPUSA”), to acquire assets owned or controlled by AZUGROUP USA, LLC and its majority shareholder, Mr. Antonio Faranda. AZUGROUP USA, LLC and Mr. Antonio Faranda own or control the following Italian companies: AZUGROUP SRL Socio Unico, Cardnology S.R.L. and Go Card S.R.L. (collectively “AZUGROUP”). The sole minority partner in AZUGROUP will be compensated $267,000 in exchange for the remaining interest in AZUGROUP. After the buyout of the remaining minority partner, Antonio Faranda will be the sole shareholder of AZUGROUP. Effective May 16, 2017, the Company entered into a non-binding letter of intent (“LOI”) with LIMECOM INC. (“LIMECOM”), to acquire assets owned or controlled by LIMECOM INC. and its President & CEO, Mr. Orlando Taddeo. Under the terms of the LOI, subject to a definitive agreement and customary due diligence and shareholder approval, the Company will acquire the assets of or merge with LIMECOM. Redemption Agreements on Convertible Notes Payable On July 3 and July 5, 2017, the Company signed definitive agreements with three separate convertible noteholders that hold an aggregated value of $1,106,500 in Convertible Notes. These agreements allow the Company to buy back up to 75% of the outstanding notes before Aug 7, 2017. As part of the agreements, the convertible noteholders have agreed to not convert any principal our accrued interest outstanding through August 7, 2017. Effective August 7, 2017, the conversion price floor will increase from $0.02 per share to $0.10 per share if the Company raises between $2,000,000-$2,999,999 and will increase to $0.15 per share if the Company is successful in raising $3 million by August 7, 2017. The Company did not repay any portion of the outstanding notes payable during the periods covered by the agreements. The Company is actively negotiating to enter into an additional amendment to extend the agreements. The redemption agreements were with the following noteholders: Outstanding Principal Redemption Limit Noteholder 1 $ 738,250 $ 553,688 Noteholder 3 150,000 112,600 Noteholder 4 218,250 163,687 $ 1,106,500 $ 829,975 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 condensed 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, stock based compensation 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 June 30, 2017 or December 31, 2016. As of June 30, 2017 and December 31, 2016, the Company did not hold cash with any one financial institution in excess of the FDIC insured limit of $250,000. |
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 and Fair Value of Financial Instruments | Derivative and Fair Value of 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 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 |
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 June 30, 2017, the Company had eighteen outstanding convertible notes payable with conversion rights that are exercisable. The amount of outstanding principal on these convertible notes total $1,162,328 plus accrued interest of $329,357 for total convertible debts as of June 30, 2017 of $1,491,684 representing 76,838,957 new dilutive common shares if converted at the applicable rates. The effects of these notes have been excluded in net loss per diluted share for the three and six months ended June 30, 2017 as the effects would be anti-dilutive. |
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 report on form 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 June 30, 2017. |
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. |
Derivative Liabilities | Derivative Liabilities The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes. Changes in value of the derivative liabilities that result from conversions of the underlying instrument to common stock are written off to additional paid in capital. |
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. |
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 $76,389 and $118,056 as of June 30, 2017 and December 31, 2016, respectively. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), that outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09 to the beginning of 2018 for public companies, with an option that would permit companies to adopt the standard as early as the original effective date of 2017. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP. ASU 2014-09 may be adopted either retrospectively or on a modified retrospective basis whereby it would be applied to new contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to beginning retained earnings at the effective date for those contracts. The updated standard is effective for us in the first quarter of 2018 and we do not plan to early adopt. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. 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 has implemented ASU 2016-09 effective January 1, 2017. 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. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326).” For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses. The new standard is effective for the Company at the beginning of fiscal year 2019. Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230)”, which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The new standard is effective for the Company at the beginning of fiscal year 2018. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and do not expect adoption to have a material impact. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes”, which requires that all deferred tax liabilities and assets be classified as noncurrent amounts on the balance sheet. ASU 2015-17 will be effective for interim and annuals periods beginning after December 15, 2016 and may be applied prospectively or retrospectively. Early adoption of the standard is permitted. The new standard is effective for the Company at the beginning of fiscal year 2017. There was no impact on the Company’s unaudited condensed consolidated financial statements as the Company does not currently have a deferred tax asset or liability. 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. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Convertible Notes Payable [Abstract] | |
Summary of convertible notes payable activity | Holder Issue Date Due Date Original Principal Balance, December 31, 2016 Advances Conversions to Common Stock Balance, Noteholder 1 11/25/2015 11/24/2016 $ 82,500 $ 82,500 $ - $ (35,971 ) $ 46,529 Noteholder 1 12/21/2015 12/21/2016 27,000 27,000 - - 27,000 Noteholder 1 1/15/2016 1/15/2017 131,250 131,250 - - 131,250 Noteholder 1 3/8/2016 3/8/2017 50,000 50,000 - - 50,000 Noteholder 1 4/11/2016 4/11/2017 82,500 82,500 - - 82,500 Noteholder 1 4/11/2016 4/11/2017 82,500 82,500 - - 82,500 Noteholder 1 4/11/2016 4/11/2017 82,500 82,500 - - 82,500 Noteholder 1 5/16/2016 5/16/2017 100,000 100,000 - - 100,000 Noteholder 1 7/22/2016 7/22/2017 50,000 50,000 - - 50,000 Noteholder 1 8/2/2016 8/2/2017 50,000 50,000 - - 50,000 Noteholder 2 11/20/2015 11/20/2016 37,000 37,000 - - 37,000 Noteholder 3 3/8/2016 3/8/2017 50,000 14,000 - - 14,000 Noteholder 3 5/16/2016 5/16/2017 100,000 100,000 - (15,000 ) 85,000 Noteholder 3 7/22/2016 7/22/2017 50,000 50,000 - - 50,000 Noteholder 3 3/8/2016 3/8/2017 25,000 25,000 - (25,000 ) - Noteholder 4 1/19/2016 1/15/2017 131,250 131,250 - - 131,250 Noteholder 4 3/9/2016 3/8/2017 50,000 50,000 - (16,098 ) 33,902 Noteholder 5 11/9/2015 11/9/2016 100,000 61,397 - (5,000 ) 56,397 Noteholder 6 11/2/2016 11/2/2017 52,500 52,500 - - 52,500 Noteholder 7 1/2/2017 8/2/2017 70,000 - 70,000 (70,0000 ) - Totals $ 1,404,000 $ 1,259,397 $ 70,000 $ (167,069 ) $ 1,162,328 |
Summary of convertible notes outstanding | Holder Issue Date Due Date Principal Discount Unamortized Debt Issue Costs Carrying Value Accrued Interest Noteholder 1 11/25/2015 11/24/2016 46,529 - - 46,529 20,097 Noteholder 1 12/21/2015 12/21/2016 27,000 - - 27,000 9,143 Noteholder 1 1/15/2016 1/15/2017 131,250 - - 131,250 43,726 Noteholder 1 3/8/2016 3/8/2017 50,000 - - 50,000 14,762 Noteholder 1 4/11/2016 4/11/2017 82,500 - - 82,500 23,742 Noteholder 1 4/11/2016 4/11/2017 82,500 - - 82,500 23,742 Noteholder 1 4/11/2016 4/11/2017 82,500 - - 82,500 23,742 Noteholder 1 5/16/2016 5/16/2017 100,000 - - 100,000 26,521 Noteholder 1 7/22/2016 7/22/2017 50,000 (1,918 ) (150 ) 47,932 7,726 Noteholder 1 8/2/2016 8/2/2017 50,000 (3,359 ) (150 ) 46,491 7,605 Noteholder 2 11/20/2015 11/20/2016 37,000 - - 37,000 8,369 Noteholder 3 3/8/2016 3/8/2017 14,000 - - 14,000 7,866 Noteholder 3 5/16/2016 5/16/2017 85,000 - - 85,000 24,801 Noteholder 3 7/22/2016 7/22/2017 50,000 (1,918 ) (151 ) 47,931 7,726 Noteholder 3 3/8/2016 3/8/2017 - - - - - Noteholder 4 1/19/2016 1/15/2017 131,250 - - 131,250 43,611 Noteholder 4 3/9/2016 3/8/2017 33,902 - - 33,902 9,788 Noteholder 5 11/9/2015 11/9/2016 56,397 - - 56,397 23,628 Noteholder 6 11/2/2016 11/2/2017 52,500 (18,697 ) - 33,803 2,762 Noteholder 7 1/2/2017 8/2/2017 - - - - - Totals $ 1,162,328 $ (25,892 ) $ (451 ) $ 1,135,985 $ 329,357 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Liabilities [Abstract] | |
Summary of outstanding derivative liabilities | Holder Derivative Balance Noteholder 1 $ 98,873 Noteholder 1 57,374 Noteholder 1 278,903 Noteholder 1 108,779 Noteholder 1 175,310 Noteholder 1 175,310 Noteholder 1 175,310 Noteholder 1 212,497 Noteholder 1 93,775 Noteholder 1 93,788 Noteholder 2 78,624 Noteholder 3 29,750 Noteholder 3 180,623 Noteholder 3 93,775 Noteholder 4 278,903 Noteholder 4 73,757 Noteholder 5 170,749 Option Holder 431,250 Noteholder 6 151,890 Total $ 2,959,240 |
Schedule of embedded derivative liabilities | June 30, 2017 December 31, 2016 Expected volatility 50% - 866 % 155% - 871 % Expected term .06 - 2.75 years .19 – 2.54 years Risk free rate 0.84% - 1.27 % .51% - 1.47 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % |
Schedule of changes in derivative liabilities | Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2016 $ 1,210,281 Initial measurement of derivative liabilities 328,932 Change in fair market value 1,848,999 Write off due to conversion (428,972 ) Balance, June 30, 2017 $ 2,959,240 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stock Options [Abstract] | |
Schedule of stock option activity | Shares Weighted- Outstanding, December 31, 2016 17,500,000 $ 0.18 Granted 7,500,000 0.18 Exercised - - Forfeited (7,500,000 ) 0.18 Expired - - Outstanding, June 30, 2017 17,500,000 $ 0.18 |
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 3.48 10,833,334 $ 0.18 17,500,000 $ 0.18 3.48 10,833,334 $ 0.18 |
Schedule of compensation cost of the stock options | June 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) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Summary of due from and due to related parties | June 30, December 31, (a) Glocal Card Services 36,000 36,000 Total Due from related parties $ 36,000 $ 36,000 June 30, December 31, (b) Due to Next Communications, Inc. $ 2,949,851 $ 2,961,271 (c) Due to Asiya Communications SAPI de C.V. 3,000 95,120 (d) Michael DePrado 99,604 99,604 Total Due from related parties $ 3,055,453 $ 3,155,995 (a) Glocal Card Services is our partner in the Glocal Joint Venture and is considered a related party because of our business relationship with them (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) Michael DePrado is our Chief Operating Officer and Chief Financial Officer |
Schedule of revenues from related parties | For the Three Months Ended June 30, For the Six Months Ended 2017 2016 2017 2016 Next Communications $ 71,666 $ - $ 71,666 $ - Asiya Communications SAPI de C.V. 1,972 - 1,972 - Next Cala 360 - 60 3,793 60 Total $ 73,638 $ 60 $ 77,431 $ 60 |
Accounts Payable and Accrued 23
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | Trade payables $ 856,544 Accrued expenses 278,845 Accrued interest 333,159 Accrued salaries and wages 95,695 Total $ 1,564,243 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Summary of common stock activity | Summary of common stock activity for the six months ended June 30, 2017 Outstanding shares Balance, December 31, 2016 249,225,683 Shares issued for services 12,809,091 Shares issued as repayment of related party loan and accrued interest (a) 8,900,000 Shares issued for conversion of convertible notes payable and accrued interest (b) 9,391,700 Balance, June 30, 2017 280,326,474 (a) Shares issued as repayment of outstanding loan principal of $280,000 plus accrued interest of $14,923. 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) | 6 Months Ended |
Jun. 30, 2017 | |
Customer Concentration [Abstract] | |
Schedule of concentration of revenues | Three Months Ended Percentage of Total Six Percentage of Total Customer 1 $ 37 1 % $ 8,536 10 % Customer 2 - 0 % 20,000 24 % Customer 3 - 0 % 12,301 14 % Customer 4 - 0 % 35,000 41 % Customer 5, related party 60 2 % 60 0 % All Others 2,670 96 % 9,173 11 % Total $ 2,767 100 % $ 85,070 100 % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Schedule of the redemption agreements with note holders | Outstanding Principal Redemption Limit Noteholder 1 $ 738,250 $ 553,688 Noteholder 3 150,000 112,600 Noteholder 4 218,250 163,687 $ 1,106,500 $ 829,975 |
Organization and Description 27
Organization and Description of Business (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Dec. 31, 2016 | May 31, 2016 | Jun. 30, 2017 | Jul. 22, 2016 | May 27, 2016 | Jan. 01, 2016 | |
Accent Intermedia LLC [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Percentage of shares received by NGH shareholders | 64.00% | |||||
Common shares [Member] | Merger Agreement [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Percentage of shares received by NGH shareholders | 80.00% | |||||
Preferred shares [Member] | Merger Agreement [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Percentage of shares received by NGH shareholders | 100.00% | |||||
Meimoun and Mammon, LLC [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 100.00% | |||||
Next Cala, Inc. [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 60.00% | 94.00% | ||||
Next Cala, Inc. [Member] | Joint Venture Agreement [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Interest in joint venture agreement | 60.00% | |||||
Prepaid debit cards | $ 45,000 | |||||
Additional cards | $ 360,000 | |||||
NxtGn, Inc. [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 65.00% | |||||
Next Mobile 360, Inc. [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Next Group Holdings, Inc ownership percentage in subsidiaries | 100.00% | |||||
Glocal Payments Solutions, Inc. [Member] | Joint Venture Agreement [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Interest in joint venture agreement | 40.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies and Basis of Presentation (Details) | 6 Months Ended | |
Jun. 30, 2017USD ($)Customersshares | Dec. 31, 2016USD ($) | |
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | ||
Number of outstanding convertible notes payable | Customers | 18 | |
Accrued interest | $ 329,357 | |
Convertible notes outstanding | 70,000 | |
Convertible debts amount | 1,162,328 | $ 1,259,397 |
Subscription Receivable | ||
License fee remitted | 250,000 | |
License fee | $ 76,389 | 118,056 |
Dividends, description | 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. | |
Accrued common stock dividends payable | $ 30,000 | |
FDIC insured limit | $ 250,000 | $ 250,000 |
Property and equipment [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | ||
Estimated useful lives | 3 years | |
Property and equipment [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | ||
Estimated useful lives | 5 years | |
Convertible Debt Securities [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | ||
Convertible notes outstanding | $ 1,162,328 | |
Convertible debts amount | $ 1,491,684 | |
Number of new dilutive common shares | shares | 76,838,957 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Going Concern (Textual) | |||||
Net income before non-controlling interest | $ (2,437,049) | $ (2,994,587) | $ (1,635,365) | $ (3,749,464) | |
Net cash used in operating activities | (116,881) | $ (716,339) | |||
Working capital deficit | 9,419,612 | 9,419,612 | $ 9,723,119 | ||
Accumulated deficit | $ (15,125,038) | $ (15,125,038) | $ (13,499,303) |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Short-term Debt [Line Items] | |
Original Principal | $ 1,404,000 |
Balance | 1,259,397 |
Advances | 70,000 |
Conversions to Common Stock | (167,069) |
Balance | $ 1,162,328 |
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 |
Original Principal | $ 82,500 |
Balance | 82,500 |
Advances | |
Conversions to Common Stock | (35,971) |
Balance | $ 46,529 |
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 |
Original Principal | $ 27,000 |
Balance | 27,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 27,000 |
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 |
Original Principal | $ 131,250 |
Balance | 131,250 |
Advances | |
Conversions to Common Stock | |
Balance | $ 131,250 |
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 |
Original Principal | $ 50,000 |
Balance | 50,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 50,000 |
Note issued on 4/11/2016 [Member] | |
Short-term Debt [Line Items] | |
Holder | Noteholder 1 |
Issue Date | Apr. 11, 2016 |
Due Date | Apr. 11, 2017 |
Original Principal | $ 82,500 |
Balance | 82,500 |
Advances | |
Conversions to Common Stock | |
Balance | $ 82,500 |
Note issued on 4/11/2016 [Member] | |
Short-term Debt [Line Items] | |
Holder | Noteholder 1 |
Issue Date | Apr. 11, 2016 |
Due Date | Apr. 11, 2017 |
Original Principal | $ 82,500 |
Balance | 82,500 |
Advances | |
Conversions to Common Stock | |
Balance | $ 82,500 |
Note issued on 4/11/2016 [Member] | |
Short-term Debt [Line Items] | |
Holder | Noteholder 1 |
Issue Date | Apr. 11, 2016 |
Due Date | Apr. 11, 2017 |
Original Principal | $ 82,500 |
Balance | 82,500 |
Advances | |
Conversions to Common Stock | |
Balance | $ 82,500 |
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 |
Original Principal | $ 100,000 |
Balance | 100,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 100,000 |
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 |
Original Principal | $ 50,000 |
Balance | 50,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 50,000 |
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 |
Original Principal | $ 50,000 |
Balance | 50,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 50,000 |
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 |
Original Principal | $ 37,000 |
Balance | 37,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 37,000 |
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 |
Original Principal | $ 50,000 |
Balance | 14,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 14,000 |
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 |
Original Principal | $ 100,000 |
Balance | 100,000 |
Advances | |
Conversions to Common Stock | (15,000) |
Balance | $ 85,000 |
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 |
Original Principal | $ 50,000 |
Balance | 50,000 |
Advances | |
Conversions to Common Stock | |
Balance | $ 50,000 |
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 |
Original Principal | $ 25,000 |
Balance | 25,000 |
Advances | |
Conversions to Common Stock | (25,000) |
Balance | |
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 |
Original Principal | $ 131,250 |
Balance | 131,250 |
Advances | |
Conversions to Common Stock | |
Balance | $ 131,250 |
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 |
Original Principal | $ 50,000 |
Balance | 50,000 |
Advances | |
Conversions to Common Stock | (16,098) |
Balance | $ 33,902 |
Note issued on 11/9/2015 [Member] | |
Short-term Debt [Line Items] | |
Holder | Noteholder 5 |
Issue Date | Nov. 9, 2015 |
Due Date | Nov. 9, 2016 |
Original Principal | $ 100,000 |
Balance | 61,397 |
Advances | |
Conversions to Common Stock | (5,000) |
Balance | $ 56,397 |
Note issued on 11/2/2016 [Member] | |
Short-term Debt [Line Items] | |
Holder | Noteholder 6 |
Issue Date | Nov. 2, 2016 |
Due Date | Nov. 2, 2017 |
Original Principal | $ 52,500 |
Balance | 52,500 |
Advances | |
Conversions to Common Stock | |
Balance | $ 52,500 |
Note issued on 1/2/2017 [Member] | |
Short-term Debt [Line Items] | |
Holder | Noteholder 7 |
Issue Date | Jan. 2, 2017 |
Due Date | Aug. 2, 2017 |
Original Principal | $ 70,000 |
Balance | |
Advances | 70,000 |
Conversions to Common Stock | (700,000) |
Balance |
Convertible Notes Payable (De31
Convertible Notes Payable (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Principal | $ 1,162,328 | $ 1,259,397 |
Carrying Value | 1,135,985 | 1,076,302 |
Accrued Interest | $ 333,159 | |
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 | $ 46,529 | 82,500 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 46,529 | 82,500 |
Accrued Interest | $ 20,097 | |
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 | 27,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 27,000 | 27,000 |
Accrued Interest | $ 9,143 | |
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 | 131,250 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 131,250 | 131,250 |
Accrued Interest | $ 43,726 | |
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 | 50,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 50,000 | 50,000 |
Accrued Interest | $ 14,762 | |
Note issued on 4/11/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Apr. 11, 2016 | |
Due Date | Apr. 11, 2017 | |
Principal | $ 82,500 | 82,500 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 82,500 | 82,500 |
Accrued Interest | $ 23,742 | |
Note issued on 4/11/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Apr. 11, 2016 | |
Due Date | Apr. 11, 2017 | |
Principal | $ 82,500 | 82,500 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 82,500 | 82,500 |
Accrued Interest | $ 23,742 | |
Note issued on 4/11/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 1 | |
Issue Date | Apr. 11, 2016 | |
Due Date | Apr. 11, 2017 | |
Principal | $ 82,500 | 82,500 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 82,500 | 82,500 |
Accrued Interest | $ 23,742 | |
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 | 100,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 100,000 | 100,000 |
Accrued Interest | $ 26,521 | |
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 | 50,000 |
Discount | (1,918) | |
Unamortized Debt Issue Costs | (150) | |
Carrying Value | 50,000 | 50,000 |
Accrued Interest | $ 7,726 | |
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 | 50,000 |
Discount | (3,359) | |
Unamortized Debt Issue Costs | (150) | |
Carrying Value | 50,000 | 50,000 |
Accrued Interest | $ 7,605 | |
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 | 37,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 37,000 | 37,000 |
Accrued Interest | $ 8,369 | |
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 | $ 14,000 | 14,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 14,000 | 14,000 |
Accrued Interest | $ 7,866 | |
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 | $ 85,000 | 100,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 85,000 | 100,000 |
Accrued Interest | $ 24,801 | |
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 | 50,000 |
Discount | (1,918) | |
Unamortized Debt Issue Costs | (151) | |
Carrying Value | 50,000 | 50,000 |
Accrued Interest | $ 7,726 | |
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 | |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 25,000 | |
Accrued Interest | ||
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 | 131,250 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 131,250 | 131,250 |
Accrued Interest | $ 43,611 | |
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 | $ 33,902 | 50,000 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 33,902 | 50,000 |
Accrued Interest | $ 9,788 | |
Note issued on 11/9/2015 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 5 | |
Issue Date | Nov. 9, 2015 | |
Due Date | Nov. 9, 2016 | |
Principal | $ 56,397 | 61,397 |
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | 56,397 | 61,397 |
Accrued Interest | $ 23,628 | |
Note issued on 11/2/2016 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 6 | |
Issue Date | Nov. 2, 2016 | |
Due Date | Nov. 2, 2017 | |
Principal | $ 52,500 | 52,500 |
Discount | (18,697) | |
Unamortized Debt Issue Costs | ||
Carrying Value | 52,500 | 52,500 |
Accrued Interest | $ 2,762 | |
Note issued on 1/2/2017 [Member] | ||
Short-term Debt [Line Items] | ||
Holder | Noteholder 7 | |
Issue Date | Jan. 2, 2017 | |
Due Date | Aug. 2, 2017 | |
Principal | ||
Discount | ||
Unamortized Debt Issue Costs | ||
Carrying Value | ||
Accrued Interest | ||
Total [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 1,162,328 | |
Discount | (25,892) | |
Unamortized Debt Issue Costs | (451) | |
Carrying Value | 1,135,985 | |
Accrued Interest | $ 329,357 |
Convertible Notes Payable (De32
Convertible Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Convertible Notes Payable (Textual) | |||
Accrued Interest | $ 333,159 | ||
Convertible Notes Payable [Member] | |||
Convertible Notes Payable (Textual) | |||
Annual interest rate | 8.00% | ||
Debt conversion terms | The terms of the outstanding convertible notes are substantially similar and accrue interest at 8% annually with a default interest rate of 24% and allow for the conversion of outstanding principal and interest to common stock at a price equal to a 45% to 50% from the lowest trading price in the preceding 20 days. | ||
Conversion price per share | $ 0.02 | ||
Accrued Interest | $ 329,357 | $ 207,951 | |
Convert outstanding principal and accrued interest term | 60 days |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Derivative Balance, Total | $ 2,959,240 | $ 1,210,281 |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 98,873 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 57,374 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 278,903 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 108,779 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 175,310 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 175,310 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 175,310 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 212,497 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 93,775 | |
Noteholder 1 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 93,788 | |
Noteholder 2 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 78,624 | |
Noteholder 3 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 29,750 | |
Noteholder 3 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 180,623 | |
Noteholder 3 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 93,775 | |
Noteholder 4 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 278,903 | |
Noteholder 4 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 73,757 | |
Noteholder 5 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 170,749 | |
Option Holder [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | 431,250 | |
Noteholder 6 [Member] | ||
Derivative [Line Items] | ||
Derivative Balance, Total | $ 151,890 |
Derivative Liabilities (Detai34
Derivative Liabilities (Details 1) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | ||
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected volatility | 50.00% | 155.00% |
Expected term | 22 days | 2 months 8 days |
Risk free rate | 0.84% | 0.51% |
Maximum [Member] | ||
Derivative [Line Items] | ||
Expected volatility | 866.00% | 871.00% |
Expected term | 2 years 9 months | 2 years 6 months 14 days |
Risk free rate | 1.27% | 1.47% |
Derivative Liabilities (Detai35
Derivative Liabilities (Details 2) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value of Embedded Derivative Liabilities: | |
Balance, December 31, 2016 | $ 1,210,281 |
Initial measurement of derivative liabilities | 328,932 |
Change in fair market value | 1,848,999 |
Write off due to conversion | (428,972) |
Balance, June 30, 2017 | $ 2,959,240 |
Derivative Liabilities (Detai36
Derivative Liabilities (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Derivative Liabilities (Textual) | |||||
Fair value of derivative reverse capitalization on convertible notes payable | $ 1,236,007 | $ 1,236,007 | |||
Derivative liability | 2,959,240 | 2,959,240 | $ 1,210,281 | ||
Gain from derivative liability fair value adjustment | $ (1,434,962) | $ 407,463 | $ (1,848,999) | $ 392,186 | |
Derivative liability exercisable, description | 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 $0.001 per share. |
Stock Options (Details)
Stock Options (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 1,000,000 |
Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, December 31, 2016 | 17,500,000 |
Granted | 7,500,000 |
Exercised | |
Forfeited | (7,500,000) |
Expired | |
Outstanding, June 30, 2017 | 17,500,000 |
Weighted - Average Exercise Price Per Share, Outstanding, December 31, 2016 | $ / shares | $ 0.18 |
Weighted - Average Exercise Price Per Share, Granted | $ / shares | 0.18 |
Weighted - Average Exercise Price Per Share, Exercised | $ / shares | |
Weighted - Average Exercise Price Per Share, Forfeited | $ / shares | 0.18 |
Weighted - Average Exercise Price Per Share, Expired | $ / shares | |
Weighted - Average Exercise Price Per Share, Outstanding, June 30, 2017 | $ / shares | $ 0.18 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercisable, Weighted Average Exercise Price | $ 0.18 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Prices | ||
Outstanding, Number of Option Shares | 17,500,000 | 17,500,000 |
Outstanding, Weighted Average Exercise Price | $ 0.18 | $ 0.18 |
Outstanding, Weighted Average Remaining Life (Years) | 3 years 5 months 23 days | |
Exercisable, Number of Option Shares | 10,833,334 | |
Exercisable, Weighted Average Exercise Price | $ 0.18 | |
Stock Option [Member] | 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 5 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) | 6 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term of options granted | 5 years |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term of options granted | 0 years |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | Jul. 14, 2016 | Mar. 31, 2017 | May 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation | $ 154,943 | $ 1,123,735 | ||||
Unrecognized expense | $ 446,663 | |||||
Fair value of stock options granted | 1,000,000 | |||||
Exercise price of options | $ 1 | |||||
Options value | $ 898,490 | |||||
Options exercise price per share | $ 0.18 | |||||
Common stock, trade price | $ 0.50 | |||||
Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested | 10,000,000 | |||||
Stock based compensation | $ 14,166 | |||||
Options issued | 17,500,000 | 17,500,000 | ||||
Stock based compensation arrangement, Description | The Company believes is 60% likely of occurring resulting in stock based expense of $558,328 during the year ended December 31, 2016, at which point there was a 50% probability of attainment, and $111,666 during the six months ended June 30, 2017 at which point the probability of attainment was updated to 60%. | |||||
Stock based expense being recognized | $ 558,323 | |||||
Fair value of stock options granted | 7,500,000 | |||||
Fair value of unvested shares | $ 446,663 | |||||
Options exercise price per share | $ 0.18 | |||||
Stock Option [Member] | Glocal [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options issued | 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 | 7,500,000 | ||||
Term of options | 3 years | 3 years | ||||
Exercise price of options | $ 0.18 | $ 0.18 | ||||
Options value | $ 898,490 | |||||
Options exercise price per share | $ 0.001 | 0.05 | ||||
Common stock, trade price | $ 0.50 | $ 0.50 | ||||
Stock Option [Member] | Board Member [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options issued | 10,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | |
Due from related parties | |||
Total Due from related parties | $ 36,000 | $ 36,000 | |
Due to related parties | |||
Total Due from related parties | 3,055,453 | 3,155,995 | |
Glocal Card Services [Member] | |||
Due from related parties | |||
Total Due from related parties | [1] | 36,000 | 36,000 |
Due to Next Communications, Inc. [Member] | |||
Due to related parties | |||
Total Due from related parties | [2] | 2,949,851 | 2,961,271 |
Due to Asiya Communications SAPI de C.V. [Member] | |||
Due to related parties | |||
Total Due from related parties | [3] | 3,000 | 95,120 |
Michael DePrado [Member] | |||
Due to related parties | |||
Total Due from related parties | [4] | $ 99,604 | $ 99,604 |
[1] | Glocal Card Services is our partner in the Glocal Joint Venture and is considered a related party because of our business relationship with them | ||
[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] | Michael DePrado is our Chief Operating Officer and Chief Financial Officer |
Related Party Transactions (D42
Related Party Transactions (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Total Revenues (Related Party) | $ 73,638 | $ 60 | $ 77,431 | $ 60 |
Next Communications [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues (Related Party) | 71,666 | 71,666 | ||
Asiya Communications SAPI de C.V. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues (Related Party) | 1,972 | 1,972 | ||
Next Cala 360 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues (Related Party) | $ 60 | $ 3,793 | $ 60 |
Related Party Transactions (D43
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transactions (Textual) | ||||
Interest rate of related party | 9.00% | |||
Interest expense | $ 119,518 | $ 120,595 | ||
Revenue, related party | $ 73,638 | $ 60 | $ 77,431 | $ 60 |
Converted to shares of common stock | 8,900,000 | |||
Outstanding principal and accrued interest | $ 294,923 | |||
Accounts receivable, related party | 49,720 | 49,720 | ||
Asiya Communications SAPI de C.V. [Member] | ||||
Related Party Transactions (Textual) | ||||
Accounts receivable, related party | 2,054 | 2,054 | ||
Next Communications [Member] | ||||
Related Party Transactions (Textual) | ||||
Accounts receivable, related party | $ 47,666 | $ 47,666 |
Accounts Payable and Accrued 44
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 856,544 | |
Accrued expenses | 278,845 | |
Accrued interest | 333,159 | |
Accrued salaries and wages | 95,695 | |
Total | $ 1,564,243 | $ 1,330,789 |
Accounts Payable and Accrued 45
Accounts Payable and Accrued Liabilities (Details Textual) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities(Textual) | |||
Unpaid wages | $ 622,968 | ||
Settlement amount | $ 80,000 | ||
Accounts payable, cash | $ 10,000 | ||
Convertible note payable | 70,000 | ||
Payable balance outstanding | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended | |
Jun. 30, 2017shares | ||
Summary of common stock activity for the six months ended June 30, 2017 | ||
Balance, December 31, 2016 | 249,225,683 | |
Shares issued for services | 12,809,091 | |
Shares issued as repayment of related party loan and accrued interest | 8,900,000 | [1] |
Shares issued for conversion of convertible notes payable and accrued interest | 9,391,700 | [2] |
Balance, June 30, 2017 | 280,326,474 | |
[1] | Shares issued as repayment of outstanding loan principal of $280,000 plus accrued interest of $14,923. The lender did not have conversion rights to convert the principal to common stock. However, the lender agreed to accept shares in lieu of cash repayment. | |
[2] | Shares issued in connection with outstanding convertible notes payable and convertible accrued interest on convertible notes payable in accordance with contractual terms of noteholders as discussed in Note 6 Convertible Notes Payable. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Nov. 20, 2015 | |
Stockholders' Equity (Textual) | |||
Preferred stock, shares authorized | 60,000,000 | 60,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 360,000,000 | 360,000,000 | 9,500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Shares issued for services | 12,809,091 | ||
Shares issued for services, value | $ 720,200 | ||
Repayment of non-convertible loan | $ 14,932 | ||
Issuance of common shares value | 8,449,654 | ||
Issuance of common stock in lieu of accrued interest | $ 11,580 | ||
Issuance of common stock, shares in lieu of accrued interest | 579,010 | ||
Common shares rescinded, shares | 450,346 | ||
Fair value of shares issued upon conversion | $ 43,277 | ||
Repayment of outstanding loan | 280,000 | ||
Accrued interest | 14,923 | ||
Repayment of the related party payable | $ 338,200 | ||
Price per share | $ 0.038 | ||
Principal amount | $ 280,000 | ||
Series A Preferred Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares designated | 50,000,000 | 50,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Preferred Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares designated | 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 | |
Common Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Common stock, par value | $ 0.001 | ||
Stock issued for conversion of debt, shares | 8,812,690 | ||
Issuance of common stock in conversion of convertible notes payable | $ 167,069 | ||
Series D Preferred Stock [Member] | |||
Stockholders' Equity (Textual) | |||
Preferred stock, shares designated | 36,000,000 |
Customer Concentration (Details
Customer Concentration (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | $ 574,064 | $ 2,767 | $ 1,074,655 | $ 85,070 |
Percentage of Total | 100.00% | 100.00% | ||
Customer 1 [Member] | ||||
Revenues | $ 37 | $ 8,536 | ||
Percentage of Total | 1.00% | 10.00% | ||
Customer 2 [Member] | ||||
Revenues | $ 20,000 | |||
Percentage of Total | 0.00% | 24.00% | ||
Customer 3 [Member] | ||||
Revenues | $ 12,301 | |||
Percentage of Total | 0.00% | 14.00% | ||
Customer 4 [Member] | ||||
Revenues | $ 35,000 | |||
Percentage of Total | 0.00% | 41.00% | ||
Customer 5, related party [Member] | ||||
Revenues | $ 60 | $ 60 | ||
Percentage of Total | 2.00% | 0.00% | ||
All Others [Member] | ||||
Revenues | $ 2,670 | $ 9,173 | ||
Percentage of Total | 96.00% | 11.00% |
Customer Concentration (Detai49
Customer Concentration (Details Textual) - Customers | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Customer Concentration (Textual) | ||
Revenues derived percentage | 10.00% | 89.00% |
Number of customers | 1 | 4 |
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 $750,000,000. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Redemption Agreements on Convertible Notes Payable [Member] | Jul. 05, 2017USD ($) |
Debt Instrument, Redemption [Line Items] | |
Outstanding Principal | $ 1,106,500 |
Redemption Limit | 829,975 |
Noteholder 1 [Member] | |
Debt Instrument, Redemption [Line Items] | |
Outstanding Principal | 738,250 |
Redemption Limit | 553,688 |
Noteholder 3 [Member] | |
Debt Instrument, Redemption [Line Items] | |
Outstanding Principal | 150,000 |
Redemption Limit | 112,600 |
Noteholder 4 [Member] | |
Debt Instrument, Redemption [Line Items] | |
Outstanding Principal | 218,250 |
Redemption Limit | $ 163,687 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Jul. 05, 2017 | Aug. 21, 2017 | Aug. 16, 2017 | Mar. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||||
Common stock issued for conversion of convertible note principal | $ 167,069 | $ 224,495 | ||||
Letters of Intent [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Description of business transaction | The Company entered into a non-binding letter of intent ("LOI") with AZUGROUP USA, LLC ("AZUGROUPUSA"), to acquire assets owned or controlled by AZUGROUP USA, LLC and its majority shareholder, Mr. Antonio Faranda. AZUGROUP USA, LLC and Mr. Antonio Faranda own or control the following Italian companies: AZUGROUP SRL Socio Unico, Cardnology S.R.L. and Go Card S.R.L. (collectively "AZUGROUP"). The sole minority partner in AZUGROUP will be compensated $267,000 in exchange for the remaining interest in AZUGROUP. After the buyout of the remaining minority partner, Antonio Faranda will be the sole shareholder of AZUGROUP. | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued for conversion of debt, shares | 2,800,746 | |||||
Shares of convertible note payable | 388,035 | |||||
Common stock issued for conversion of convertible note principal | $ 55,204 | |||||
Common stock issued for exchange of accrued interest convertible note principal | $ 7,761 | |||||
Redemption Agreements on Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregated value of convertible notes | $ 1,106,500 | |||||
Redemption agreements on convertible notes payable, description | These agreements allow the Company to buy back up to 75% of the outstanding notes before Aug 7, 2017. As part of the agreements, the convertible noteholders have agreed to not convert any principal our accrued interest outstanding through August 7, 2017. Effective August 7, 2017, the conversion price floor will increase from $0.02 per share to $0.10 per share if the Company raises between $2,000,000-$2,999,999 and will increase to $0.15 per share if the Company is successful in raising $3 million by August 7, 2017. | |||||
Financing Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of future accounts receivable | $ 68,000 | |||||
Gross proceeds from sale of accounts receivable | 50,000 | |||||
Origination fees | 1,000 | |||||
Net cash proceeds from sale of accounts receivable | 49,000 | |||||
Repayments of accounts receivable | $ 540 |