Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Apr. 10, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Bollente Companies Inc. | ' |
Entity Central Index Key | '0001429393 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filer | 'No | ' |
Entity's Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $8,152,460 |
Entity Common Stock, Shares Outstanding | ' | 6,497,460 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $4,329 | $3,872 |
Prepaid expenses | 24,761 | 100,362 |
Prepaid stock compensation | 1,228,201 | 1,166,000 |
Total current assets | 1,257,291 | 1,270,234 |
Other assets: | ' | ' |
Security deposits | 1,500 | 1,500 |
Trademarks | 550 | 550 |
Website | 58,598 | 3,500 |
Total other assets | 60,648 | 5,550 |
Total assets | 1,317,939 | 1,275,784 |
Current liabilities: | ' | ' |
Accounts payable | 76,769 | 28,598 |
Accrued salaries - related party | 10,869 | 9,169 |
Accrued payroll taxes | 11,891 | 11,891 |
Notes payable - related party | 500,450 | 450 |
Accrued interest payable | ' | 221 |
Accrued interest payable - related party | 1,599 | 5,153 |
Line of credit - related party | 49,051 | 17,936 |
Notes payable, net of unamortized debt discount of $0 | 30,250 | 30,250 |
Total current liabilities | 680,879 | 103,668 |
Long-term liabilities: | ' | ' |
Notes payable - related party | ' | 500,000 |
Total long-term liabilities | ' | 500,000 |
Total liabilities | 680,879 | 603,668 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | ' | ' |
Common stock, $0.001 par value, 100,000,000 shares authorized, 10,242,460 and 8,152,460 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | 10,243 | 8,153 |
Additional paid-in capital | 7,010,353 | 3,928,580 |
Subscriptions payable | 94,850 | 7,500 |
Deficit accumulated during development stage | -6,478,386 | -3,272,117 |
Total stockholders' equity | 637,060 | 672,116 |
Total liabilities and stockholders' equity | $1,317,939 | $1,275,784 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,242,460 | 10,242,460 |
Common stock, shares outstanding | 8,152,460 | 8,152,460 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 70 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
Operating expenses: | ' | ' | ' |
General and administrative | 130,294 | 47,925 | 257,189 |
General and administrative - related party | 22,100 | ' | 22,100 |
Executive compensation | 123,600 | 154,776 | 521,302 |
Product development - related party | ' | ' | 336,014 |
Research and development | 301,801 | 45,550 | 406,881 |
Professional fees | 2,583,814 | 878,477 | 4,777,586 |
Total operating expenses | 3,161,609 | 1,126,728 | 6,321,072 |
Other expenses: | ' | ' | ' |
Interest expense - related party | -44,402 | -43,382 | -125,454 |
Interest expense | -258 | -3,100 | -31,860 |
Total other expenses | -44,660 | -46,482 | -157,314 |
Net loss | ($3,206,269) | ($1,173,210) | ($6,478,386) |
Net loss per common share - basic | ($0.38) | ($0.17) | ' |
Weighted average number of common shares outstanding - basic | 8,406,764 | 6,789,145 | ' |
Shareholders_Equity
Shareholders Equity (USD $) | Common Shares | Common Shares Amount | Additional Paid-In Capital | Subscriptions Receivable | Subscriptions Payable | Deficit Accumulated During Development Stage | Total |
March 7, 2008 at Mar. 06, 2008 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash on organization of the Company | $150,000 | $150 | $7,350 | ' | ' | ' | $7,500 |
Issuance of common stock for professional fees | 20,000 | 20 | 9,980 | ' | ' | ' | 10,000 |
Issuance of common stock for cash, net offering costs | 110,000 | 110 | 49,890 | -500 | ' | ' | 49,500 |
Net loss | ' | ' | ' | ' | ' | -77,464 | ' |
Balance, December 31, 2008 | 280,000 | 280 | 67,220 | -500 | ' | -77,464 | -10,464 |
Donated capital | ' | ' | 1,000 | ' | ' | ' | 7,110 |
Issuance of common stock for cash | 16,762 | 17 | 214,515 | ' | ' | ' | 214,532 |
Cash received for sale of common stock | ' | ' | ' | ' | 50,000 | ' | 50,000 |
Cash received for sale of common stock | ' | ' | ' | ' | 30,000 | ' | 30,000 |
Expenses paid for by an officer of the Company | ' | ' | 2,555 | ' | ' | ' | 2,555 |
Net loss | ' | ' | ' | ' | ' | -346,637 | -346,637 |
Balance, December 31, 2009 | 296,762 | 297 | 285,290 | -500 | 80,000 | -424,101 | -59,014 |
Issuance of common stock for services | 10,000 | 10 | 194,990 | ' | ' | ' | 195,000 |
Donated capital | ' | ' | 3,555 | ' | ' | ' | 3,555 |
Issuance of warrants for services | ' | ' | 308,176 | ' | ' | ' | 308,176 |
Issuance of common stock for services | 1,000 | 1 | 14,999 | ' | ' | ' | 15,000 |
Issuance of common stock for cash | 11,967 | 12 | 122,988 | 500 | -80,000 | ' | 43,500 |
Issuance of common stock for services | 35,000 | 35 | 174,965 | ' | ' | ' | 175,000 |
Issuance of common stock for services | 20,000 | 20 | 79,980 | ' | ' | ' | 80,000 |
Shares issuable for services | ' | ' | ' | ' | 25,000 | ' | 25,000 |
Shares issuable for services | ' | ' | ' | ' | 25,000 | ' | 25,000 |
Recapitalization for merger with Bollente, Inc. | ' | ' | 34,275 | ' | ' | ' | 34,275 |
Net loss | ' | ' | ' | ' | ' | -1,021,222 | -1,021,222 |
Balance, December 31, 2010 | 374,729 | 375 | 1,219,218 | ' | 50,000 | -1,445,323 | -175,730 |
Issuance to settle accounts payable | 250,000 | 250 | 137,250 | ' | ' | ' | 137,500 |
Deemed distribution | ' | ' | -516,563 | ' | ' | ' | -516,563 |
Issuance for employment agreement | 50,000 | 50 | 39,950 | ' | ' | ' | 40,000 |
Recapitalization for merger with Bollente, Inc. | 4,707,727 | 4,708 | -4,708 | ' | ' | ' | ' |
Issuance for consulting services | 375,000 | 375 | 299,625 | ' | ' | ' | 300,000 |
Issuance for cash | 400,000 | 400 | 99,600 | ' | ' | ' | 100,000 |
Issuance for subscriptions payable | 10,000 | 10 | 49,990 | ' | -50,000 | ' | ' |
Issuance for enticement related to note payable | 30,000 | 30 | 6,570 | ' | ' | ' | 6,600 |
Issuance for consulting services | 100,000 | 100 | 149,900 | ' | ' | ' | 150,000 |
Shares issuable for employment agreement | ' | ' | ' | ' | 164,000 | ' | 164,000 |
Issuance for cash | 100,000 | 100 | 24,900 | ' | ' | ' | 25,000 |
Issuance for consulting services | 100,000 | 100 | 104,900 | ' | ' | ' | 105,000 |
Net loss | ' | ' | ' | ' | ' | -653,584 | -653,584 |
Balance, December 31, 2011 | 6,497,456 | 6,498 | 1,610,632 | ' | 164,000 | -2,098,907 | -317,777 |
Shares issuable for employment agreement | ' | ' | ' | ' | 50,500 | ' | 50,500 |
Issuance for subscriptions payable | 150,000 | 150 | 214,350 | ' | -214,500 | ' | ' |
Issuance for cash | 50,000 | 50 | 24,950 | ' | ' | ' | 25,000 |
Issuance for cash | 120,000 | 120 | 59,880 | ' | ' | ' | 60,000 |
Issuance for consulting services | 120,000 | 120 | 191,880 | ' | ' | ' | 192,000 |
Issuance for cash | 30,000 | 30 | 14,970 | ' | ' | ' | 15,000 |
Shares issuable for employment agreement | ' | ' | ' | ' | 24,000 | ' | 24,000 |
Issuance for cash | 50,000 | 50 | 24,950 | ' | ' | ' | 25,000 |
Shares issuable for employment agreement | ' | ' | ' | ' | 28,350 | ' | 28,350 |
Issuance for consulting services | 30,000 | 30 | 74,970 | ' | ' | ' | 75,000 |
Issuance for subscriptions payable | 30,000 | 30 | 52,320 | ' | -52,350 | ' | ' |
Issuance for consulting services | 10,000 | 10 | 24,990 | ' | ' | ' | 25,000 |
Issuance for cash | 550,000 | 550 | 274,450 | ' | ' | ' | 275,000 |
Issuance for consulting services | 500,000 | 500 | 1,324,500 | ' | ' | ' | 1,325,000 |
Issuance for employment agreement | 15,000 | 15 | 23,235 | ' | ' | ' | 23,250 |
Shares issuable for cash | ' | ' | ' | ' | 7,500 | ' | 7,500 |
Prior period adjustment | ' | ' | 12,503 | ' | ' | ' | 12,503 |
Net loss | ' | ' | ' | ' | ' | -1,173,210 | -1,173,210 |
Balance, December 31, 2012 | 8,152,456 | 8,153 | 3,928,580 | ' | 7,500 | -3,272,117 | 672,116 |
Issuance for cash | 590,000 | 590 | 351,910 | ' | 42,500 | ' | 395,000 |
Issuance for employment agreement | 45,000 | 45 | 66,705 | ' | 44,850 | ' | 111,600 |
Issuance for consulting services | 1,195,000 | 1,195 | 2,532,655 | ' | ' | ' | 2,533,850 |
Issuance for debt conversion | 260,000 | 260 | 130,503 | ' | ' | ' | 130,763 |
Prior period adjustment | ' | ' | 12,724 | ' | ' | ' | 12,724 |
Net loss | ' | ' | ' | ' | ' | ($3,206,269) | ($3,206,269) |
Balance, December 31, 2013 at Dec. 31, 2013 | 10,242,456 | 10,243 | 7,010,353 | ' | 94,850 | -6,478,386 | 637,060 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 70 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($3,206,269) | ($1,173,210) | ($6,478,386) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Shares issued for services | 2,471,649 | 267,000 | 2,788,649 |
Shares issued for employment agreement | 111,600 | 126,100 | 441,700 |
Shares issued for prepaid stock compensation | ' | 553,375 | 1,214,000 |
Warrants issued for services | ' | ' | 308,176 |
Write-off of inventory deposit | ' | ' | 21,000 |
Non-cash financing cost | ' | ' | 22,056 |
Amortization of deferred financing cost | ' | 1,980 | 6,600 |
Amortization of debt discount | ' | 900 | 3,000 |
Accrued rent expense - related party line of credit | 42,000 | 42,000 | 42,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
(Increase) decrease in prepaid expenses | 75,601 | -100,199 | -31,761 |
Decrease in other receivables | ' | ' | -14,000 |
(Increase) in security deposits | ' | ' | -1,500 |
Increase in accounts payable | 48,172 | -37,162 | 161,691 |
Increase in accounts payable - related party | ' | ' | 343 |
Increase in accrued salaries - related party | 1,700 | -17,352 | 10,869 |
Increase in accrued payroll taxes | ' | 8,831 | 11,891 |
Increase in deferred revenue | ' | ' | 14,235 |
(Decrease) Increase in accrued interest payable | ' | 621 | 621 |
Increase in accrued interest payable - related party | -3,013 | 1,869 | 2,140 |
Net cash used in operating activities | -458,560 | -325,247 | -1,476,676 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Purchase trademarks | ' | ' | -550 |
Purchase website costs | -55,098 | -3,500 | -58,598 |
Payments for due from related party | ' | ' | -44,372 |
Repayments from due from related party | ' | ' | 40,000 |
Net cash used in investing activities | -55,098 | -3,500 | -63,520 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Bank overdraft | ' | ' | ' |
Proceeds from notes payable - related party | 131,500 | 200 | 145,622 |
Repayments of notes payable - related party | -1,500 | ' | -3,050 |
Proceeds from line of credit - related party | 46,200 | 26,500 | 173,470 |
Repayments of line of credit - related party | -57,085 | -18,445 | -166,419 |
Proceeds from notes payable | ' | ' | 41,760 |
Repayments for notes payable | ' | ' | -2,750 |
Proceeds from sale of common stock, net of offering costs | 395,000 | 407,500 | 1,348,782 |
Donated capital | ' | ' | 7,110 |
Net cash provided by financing activities | 514,115 | 415,755 | 1,544,525 |
NET CHANGE IN CASH | 457 | 87,008 | 4,329 |
CASH AT BEGINNING OF YEAR | 87,872 | 864 | ' |
CASH AT END OF YEAR | 4,329 | 87,872 | 4,329 |
SUPPLEMENTAL INFORMATION: | ' | ' | ' |
Interest paid | ' | 41,111 | 75,497 |
Income taxes paid | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Reclass accounts payable related party to accounts payable | ' | ' | 343 |
Reclass notes payable related party to notes payable | ' | ' | 11,760 |
Shares issued as settlement of accounts payable | ' | ' | 115,718 |
Shares issued for prepaid stock compensation | 1,228,201 | 1,350,000 | 1,941,225 |
Warrants issued for services | ' | ' | 308,176 |
Deemed distribution to majority shareholder | ' | ' | ($516,563) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | |
The Company was incorporated on March 7, 2008 (Date of Inception) under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. | |
The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. | |
Nature of operations | |
The Company is involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. | |
Principles of consolidation | |
The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. All significant inter-company transactions and balances have been eliminated. | |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | |
Website | |
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Company’s fully operational website in 2014. | |
Stock-based compensation | |
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | |
Revenue recognition | |
The Company's revenues are anticipated to be derived from multiple sources. Primarily revenues will be earned upon shipment of products. | |
Advertising costs | |
Advertising costs are anticipated to be expensed as incurred; however there were $43,322 and $0 advertising costs included in general and administrative expenses for the years ended December 31, 2013 and 2012. | |
Income taxes | |
The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | |
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | |
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2013 and 2012, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company. | |
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. | |
The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2013 and 2012, no income tax expense has been incurred. | |
Earnings per share | |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. | |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 nd 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. | |
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. | |
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | |
Reclassifications | |
Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation. These reclassifications had no effect on previously reported results of operations. The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party. | |
Recent pronouncements | |
The Company has evaluated recent accounting pronouncements through the filing date and believes that none of them will have a material effect on the Company’s financial statements. | |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
GOING CONCERN | ' |
NOTE 2 – GOING CONCERN | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended December 31, 2013 of ($6,478,386). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing. | |
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. | |
PREPAID_STOCK_COMPENSATION
PREPAID STOCK COMPENSATION | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
PREPAID STOCK COMPENSATION | ' |
NOTE 3 – PREPAID STOCK COMPENSATION | |
During the month ended November 30, 2012, the Company issued a total of 500,000 shares of common stock as part of a consulting agreements totaling $1,325,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements. For the year ended December 31, 2013, the Company expensed $1,166,000 as professional fees with a remaining prepaid expense amount totaling $0 at December 31, 2013. The balance at December 31, 2012 was $1,166,000. | |
During the quarter ended September 30, 2013, the Company issued a total of 1,065,000 shares of common stock as part of a consulting agreements totaling $2,176,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and is being amortized over 6 months to one year which is the related service period of the respective agreements. For the year ended December 31, 2013, the Company expensed $986,442 as professional fees with a remaining prepaid expense amount totaling $1,189,558 at December 31, 2013. The balance at December 31, 2012 was $0. | |
During the quarter ended December 31, 2013, the Company issued a total of 15,000 shares of common stock as part of a consulting agreements totaling $45,850. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements. For the year ended December 31, 2013, the Company expensed $2,068 as professional fees with a remaining prepaid expense amount totaling $38,643 at December 31, 2013. The balance at December 31, 2012 was $0. | |
WEBSITE
WEBSITE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
WEBSITE | ' | ||||
NOTE 4 – WEBSITE | |||||
Website consists of the following at: | |||||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Website | $ 58,598 | $ 3,500 | |||
Less: Accumulated amortization | - | - | |||
Website, net | $ 58,598 | $ 3,500 | |||
Amortization expense for the years ended December 31, 2013 and 2012 was $0 and $0, respectively. | |||||
NOTES_PAYABLE_RELATED_PARTY
NOTES PAYABLE b RELATED PARTY | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
NOTES PAYABLE b RELATED PARTY | ' | ||||
NOTE 5 – NOTES PAYABLE – RELATED PARTY | |||||
Notes payable consist of the following at: | |||||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand | $ 450 | $ 450 | |||
Note payable with a shareholder, unsecured, 0% interest, due upon demand | - | - | |||
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | 500,000 | - | |||
Notes Payable – Current | $ 500,450 | $ 450 | |||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014 | $ 49,051 | $ 17,936 | |||
Line of credit – Current | $ 49,051 | $ 17,936 | |||
During the year ended December 31, 2013, the note payable was reclassified to current liabilities from long term liabilities. | |||||
During December 2014, the Company and the lender agreed to extend the due date of the line of credit to December 2014. | |||||
Interest expense for the years ended December 31, 2013 and 2012 was $44,402 and $43,382, respectively. | |||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
NOTES PAYABLE | ' | ||||
NOTE 6 – NOTES PAYABLE | |||||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Note payable to an unrelated third party, unsecured, due May 2012, in default as of June 30, 2013 | $ 30,250 | $ 30,250 | |||
Unamortized debt discount | - | - | |||
Notes Payable – Current | $ 30,250 | $ 30,250 | |||
During December 2013, the Company and the lender agreed to convert $15,250 of the principal balance into 15,250 shares of common stock. As of December 31, 2013, the shares have not been issued. | |||||
Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the years ended December 31, 2013 and 2012 was $0 and $900, respectively. | |||||
LONG_TERM_NOTES_PAYABLE_RELATE
LONG TERM NOTES PAYABLE b RELATED PARTY | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
LONG TERM NOTES PAYABLE b RELATED PARTY | ' | ||||
NOTE 7 – LONG TERM NOTES PAYABLE – RELATED PARTY | |||||
Notes payable consists of the following at: | |||||
December 31, 2013 | 31-Dec-12 | ||||
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | $ - | $ 500,000 | |||
Notes Payable – Long Term | $ - | $ 500,000 | |||
During the year ended December 31, 2013, the note payable was reclassified to current liabilities from long term liabilities. | |||||
STOCKHOLDERS_EQUITY
STOCKHOLDERSb EQUITY | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
STOCKHOLDERSb EQUITY | ' |
NOTE 8 – STOCKHOLDERS’ EQUITY | |
The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. | |
On May 11, 2009, the Company effected a 10-for-1 forward stock split of its $0.001 par value common stock. On October 22, 2010, the Company effected a 1-for-50 reverse stock split of its $0.001 par value common stock. | |
All shares and per share amounts have been retroactively restated to reflect the split discussed above. | |
Common stock | |
On February 5, 2010 and March 9, 2010, the Company received cash totaling $25,000 from an investor for the purchase of 2,500 shares of common stock. On May 5, 2010, the shares were issued. | |
On February 9, 2010, the Company executed a consulting agreement for an initial period of six months with automatically renewed six month terms. The compensation for this agreement was 10,000 shares of common stock. On February 18, 2010, the shares were issued. | |
On March 12, 2010, the Company received cash of $18,000 from an investor for the purchase of 1,800 shares of common stock. On May 5, 2010, the shares were issued. | |
During the three months ended March 31, 2010, an officer, director and shareholder of the Company paid for expenses totaling $3,555 on behalf of the Company. The officer does not expect to be repaid for these expenses and have been recorded to additional paid in capital. | |
On April 26, 2010, the Company issued 1,000 shares of common stock for consulting services totaling $15,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. | |
During the three months ended June 30, 2010, the Company issued a total of 11,967 shares of common stock for cash received during the year ended December 31, 2009 and the three months ended March 31, 2010. The Company recorded the transaction as a reduction of subscriptions payable of $123,000. | |
During the three months ended June 30, 2010, the Company received $500 from an investor and reduced the balance of subscriptions receivable. | |
On June 3, 2010, the Company agreed to issue 15,000 shares of common stock for consulting services totaling $75,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. On June 25, 2010, the shares were issued. | |
On June 9, 2010, the Company agreed to issue 20,000 shares of common stock for consulting services totaling $100,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. On June 25, 2010, the shares were issued. | |
On June 9, 2010, the Company agreed to issue 20,000 shares of common stock for consulting services totaling $80,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. On June 25, 2010, the shares were issued. | |
On February 17, 2011, the Company agreed to issue 30,000 shares of common stock issued in connection with a promissory note. The shares were valued according to the fair value of the common stock at $6,600, the value was capitalized as deferred financing cost and will be amortized until date of maturity which is May 2012. During the quarter ended September 30, 2011, the shares were issued and $6,600 was reduced from stock payable. | |
On March 23, 2011, the Company issued 250,000 shares of common stock to settle account payable totaling $115,718. The shares were valued according to the fair value of the common stock as of March 7, 2011. The fair value of the shares exceeded the value of the accounts payable by $21,782 which was recorded in the statement of operations as interest expense. | |
On May 1, 2011, the Company issued 50,000 shares of common stock to an officer, director and shareholder of the Company as part of his employment agreement totaling $40,000. The shares were valued according to the fair value of the common stock as of May 31, 2011. | |
On May 16, 2011, the Company issued a total of 4,707,727 shares of common stock for the acquisition of Bollente, Inc. | |
On June 21, 2011, the Company issued a total of 375,000 shares of common stock issued as part of consulting agreements with various entities and individuals totaling $300,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreements. | |
On August 31, 2011, the Company recorded a stock payable totaling $87,500 for 50,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of August 31, 2011. | |
On September 30, 2011, the Company issued 10,000 shares of common stock to a consultant for services rendered. The fair value of the shares were recorded in the period that the shares were earned which totaled $50,000. The Company reduced the balance in stock payable by $50,000 when the shares were issued. | |
During the three months ended September 30, 2011, the Company issued a total of 400,000 shares of common stock for cash of $100,000. | |
On November 17, 2011, the Company issued 100,000 shares of common stock issued as part of a consulting agreement totaling $150,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreements. | |
On November 30, 2011, the Company recorded a stock payable totaling $76,500 for 50,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of November 30, 2011. | |
On December 12, 2011, the Company issued a total of 100,000 shares of common stock for cash of $25,000. | |
On February 29, 2012, the Company recorded a stock payable totaling $50,500 for 50,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of February 29, 2012. The shares were issued on March 31, 2012, along with the 100,000 shares valued at $164,000 recorded as payable in during 2011. | |
During the three months ended March 31, 2012, the Company sold a total of 70,000 shares of common stock to three investors for cash totaling $35,000. Of the total, the Company issued a total of 50,000 shares of common stock. The remaining 20,000 shares were issued on April 26, 2012. | |
During the three months ended June 30, 2012, the Company sold a total of 130,000 shares of common stock to two investors for cash totaling $65,000. | |
On May 29, 2012, the Company issued 120,000 shares of common stock to consultant as a bonus which was part of his consulting agreement. The shares were valued according to the fair value of the common stock as of May 29, 2012. | |
On May 31, 2012, the Company recorded a stock payable totaling $24,000 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of May 31, 2012. The shares were issued on September 28, 2012 and the balance in stock payable was reduced to $0. | |
During the three months ended September 30, 2012, the Company sold 50,000 shares of common stock to an investor for cash totaling $25,000. | |
On August 31, 2012, the Company recorded a stock payable totaling $38,350 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of August 31, 2012. The shares were issued on September 28, 2012 and the balance in stock payable was reduced to $0. | |
On September 28, 2012, the Company issued 30,000 shares of common stock to consultant as a bonus which was part of his consulting agreement. The shares were valued according to the fair value of the common stock as of September 28, 2012. | |
On October 1, 2012, the Company issued 100,000 shares of common stock issued as part of a consulting agreement totaling $25,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreements. | |
During the month ended October 31, 2012, the Company sold 550,000 shares of common stock to several investors for cash totaling $275,000. | |
During the month ended November 30, 2012, the Company issued a total of 500,000 shares of common stock issued as part of a consulting agreements totaling $1,325,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreements. | |
On November 30, 2012, the Company issued 15,000 shares of common stock to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of November 30, 2012. | |
During the month ended December 31, 2012, the Company sold 15,000 shares of common stock to an investor for cash totaling $7,500. As of the date of this filing, the shares have not been issued and are recorded to stock payable. | |
On February 28, 2013, the Company recorded a stock payable totaling $26,250 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of February 28, 2013. The shares were issued in August 2013. | |
On March 31, 2013, the Company recorded a stock payable totaling $9,500 for 10,000 shares of common stock owed to consultant as part of his consulting agreement. The shares were valued according to the fair value of the common stock as of March 31, 2013. The shares were issued in August 2013. | |
On May 31, 2013, the Company recorded a stock payable totaling $18,750 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of May 31, 2013. The shares were issued in August 2013. | |
On July 21, 2013, the Company issued 100,000 shares of common stock for consulting services totaling $230,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock. | |
On August 6, 2013, the Company issued 250,000 shares of common stock for consulting services totaling $500,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock. | |
On August 14, 2013, the Company issued 250,000 shares of common stock for consulting services totaling $500,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. | |
On August 15, 2013, the Company issued a total of 415,000 shares of common stock for the amendment of an existing consulting agreement and to extend the services from November 2013 to April 2014 totaling $830,000 to be performed over a period of five and a half months. The shares were valued according to the fair value of the common stock. | |
On August 15, 2013, the Company issued 20,000 shares of common stock owed to consultant as part of his consulting agreement. The shares were valued according to the fair value of the common stock as of August 15, 2013. | |
On August 31, 2013, the Company recorded a stock payable totaling $21,750 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of August 31, 2013. The shares were issued on December 10, 2013 and stock payable was reduced by $21,750. | |
On September 2, 2013, the Company issued 260,000 shares of common stock in exchange for a settlement of debt with a related party. The related party is a shareholder of the Company. The principal amount of the debt was $130,000 and the accrued interest was $542. Since the settlement of debt was with a related party, the Company treated this as a capital transaction and no gain on the debt settlement was recorded. | |
On September 6, 2013, the Company issued 50,000 shares of common stock for consulting services totaling $116,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. | |
During September 2013, the Company issued a total of 250,000 shares of common stock for cash received of $125,000. | |
On September 30, 2013, the Company issued 10,000 shares of common stock owed to consultant as part of his consulting agreement. The shares were valued according to the fair value of the common stock as of September 30, 2013. | |
On October 7, 2013, the Company issued 5,000 shares of common stock for consulting services totaling $15,850 to be performed over a period of one year. The shares were valued according to the fair value of the common stock. | |
On November 19, 2013, the Company issued 10,000 shares of common stock for consulting services totaling $30,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock. | |
On November 30, 2013, the Company recorded a stock payable totaling $44,850 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of November 30, 2013. The shares were unissued as of December 31, 2013 and are recorded in stock payable. | |
On December 10, 2013, the Company issued 75,000 shares of common stock for a bonus for consulting services totaling $232,500. The shares were valued according to the fair value of the common stock. | |
During the three months ended December 31, 2013, the Company sold a total of 390,000 shares of common stock for cash received of $270,000. As of December 31, 2013, the Company had 50,000 shares of common stock that was unissued and recorded $50,000 to stock payable. | |
WARRANTS
WARRANTS | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes to Financial Statements | ' | |||
WARRANTS | ' | |||
NOTE 9 – WARRANTS | ||||
The following is a summary of the status of all of the Company’s stock warrants as of December 31, 2013 and 2012 and changes during the years ended on that date: | ||||
Number | Weighted-Average | |||
of Warrants | Exercise Price | |||
Outstanding at January 1, 2012 | 20,000 | $ 15.50 | ||
Granted | - | $ 0.00 | ||
Exercised | - | $ 0.00 | ||
Cancelled | - | $ 0.00 | ||
Outstanding at December 31, 2012 | 20,000 | $ 15.50 | ||
Granted | - | $ 0.00 | ||
Exercised | - | $ 0.00 | ||
Cancelled | -20,000 | $ 15.50 | ||
Outstanding at December 31, 2013 | - | $ 0.00 | ||
Warrants exercisable at December 31, 2013 | - | $ 0.00 | ||
Warrants exercisable at December 31, 2012 | 20,000 | $ 15.50 | ||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Income Tax Disclosure [Abstract] | ' | ||
INCOME TAXES | ' | ||
NOTE 10 – INCOME TAXES | |||
At December 31, 2013 and 2012, the Company had a federal operating loss carryforward of $1,694,205 and $1,071,185, which begins to expire in 2028. | |||
Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2013 and 2012: | |||
2013 | 2012 | ||
Deferred tax assets: | |||
Net operating loss carryforward | $ 592,972 | $ 374,915 | |
Total deferred tax assets | 592,972 | 374,915 | |
Less: Valuation allowance | (592,972) | (374,915) | |
Net deferred tax assets | $ - | $ - | |
The valuation allowance for deferred tax assets as of December 31, 2013 and 2012 was $592,972 and $374,915, respectively, which will begin to expire 2028. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and 2012 and maintained a full valuation allowance. | |||
Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2013 and 2012: | |||
2013 | 2012 | ||
Federal statutory rate | (35.0)% | (35.0)% | |
State taxes, net of federal benefit | (0.00)% | (0.00)% | |
Change in valuation allowance | 35.0% | 35.0% | |
Effective tax rate | 0.0% | 0.0% | |
AGREEMENTS
AGREEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
AGREEMENTS | ' |
NOTE 11 – AGREEMENTS | |
Lease agreement | |
On January 3, 2013, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of $3,500 per month. The Company paid a refundable security deposit of $1,500. Rent expense for the years ended December 31, 2013 and 2012 was $42,000 and $42,000, respectively. | |
Employment agreement | |
Effective March 1, 2013, the Company entered into an amended employment agreement with the President of the Company. The officer will receive annual compensation of $12,000 due monthly. Additionally, the Company will issue 15,000 shares of common stock per quarter starting from the three months ended May 31, 2013. Stock based compensation expense for the years ended December 31, 2013 and 2012 was $111,600 and $126,100, respectively. | |
PRIOR_PERIOD_ADJUSTMENT
PRIOR PERIOD ADJUSTMENT | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes to Financial Statements | ' | |||
PRIOR PERIOD ADJUSTMENT | ' | |||
NOTE 12 – PRIOR PERIOD ADJUSTMENT | ||||
During the year ended December 31, 2013, the management of the Company discovered documentation and realized that they should have adjusted off liabilities due to a related party to additional paid in capital when the forgiveness of debt was signed during 2011. The Company has corrected the error during 2013 and presented the December 31, 2012 balance sheet with the correction. There is no need to restate the prior period financial statements because the changes were immaterial to the overall financial statements. | ||||
BALANCE SHEET | As Originally | Adjustments | As | |
AS OF DECEMBER 31, 2012 | Filed | Increase/(Decrease) | Restated | |
ASSETS: | ||||
Cash | $ 3,872 | $ - | $ 3,872 | |
Prepaid expenses | 100,362 | - | 100,362 | |
Prepaid stock compensation | 1,166,000 | - | 1,166,000 | |
Deferred financing cost, net | - | - | - | |
Security deposits | 1,500 | - | 1,500 | |
Trademarks | 550 | - | 550 | |
Website | 3,500 | - | 3,500 | |
TOTAL ASSETS | $ 1,275,784 | $ - | $1,275,784 | |
LIABILITIES: | ||||
Accounts payable | $ 28,941 | $ (343) | $ 28,598 | |
Accrued salaries - related party | 9,169 | - | 9,169 | |
Accrued payroll taxes | 11,891 | - | 11,891 | |
Notes payable - related party | 450 | - | 450 | |
Accrued interest payable | 621 | (400) | 221 | |
Accrued interest payable - related party | 5,153 | - | 5,153 | |
Line of credit - related party | 17,936 | - | 17,936 | |
Notes payable | 42,010 | (11,760) | 30,250 | |
Long term notes payable - related party | 500,000 | - | 500,000 | |
EQUITY: | ||||
Preferred stock | - | - | ||
Common stock | 8,153 | - | 8,153 | |
Additional paid in capital | 3,916,077 | 12,503 | 3,928,580 | |
Subscriptions payable | 7,500 | - | 7,500 | |
Deficit accumulated during development stage | (3,272,117) | (3,272,117) | ||
TOTAL LIABILITIES AND EQUITY | $ 1,275,784 | $ - | $1,275,784 | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 13 – SUBSEQUENT EVENTS | |
In January 2014, the Company renewed its sublease with Perigon Companies, LLC at the same terms as the prior sublease agreement except for the new location. | |
In February 2014, the Company and the lender agreed to extend the due date of the loan for $500,000 for an additional year and will be due in Feb 2015. | |
In February 2014, the Company repaid $15,000 on the note payable. The remaining balance of $15,250 will be satisfied once the Company issues 15,250 shares of common stock. As of the date of this report no shares related to this agreement have been issued. | |
In March 2014, the Company executed an employment agreement with the President of the Company. The officer will receive annual compensation of $75,000 due monthly. The officer can choose to receive the compensation in cash or in shares of common stock at $1 per share. Additionally, the Company will issue 60,000 shares of common stock upon execution of the agreement and 30,000 shares of common stock per quarter starting from the three months ended May 31, 2014. As of the date of this report no shares related to this agreement have been issued. | |
In March 2014, the Company executed two consulting agreements for a period of one year and agreed to issued a total of 350,000 shares of common stock to the consultants. 350,000 shares have not yet been issued as of the date of this report. | |
In March 2014, the Company executed two consulting agreements for a period of two year and issued a total of 200,000 shares of common stock to the consultants. | |
In March 2014, the Company and the lender agreed to settle $275,000 in principal in exchange for 1,100,000 shares of common stock. As of the date of this report these shares have not yet been issued. | |
During the three months ended March 31, 2014, the Company sold 1,607,999 shares of common stock in exchange for $1,607,999. As of the date of this report 1,476,910 shares related to these subscriptions have been issued. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization | ' |
Organization | |
The Company was incorporated on March 7, 2008 (Date of Inception) under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. | |
The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. | |
Nature of operations | ' |
Nature of operations | |
The Company is involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. | |
Principles of consolidation | ' |
Principles of consolidation | |
The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. All significant inter-company transactions and balances have been eliminated. | |
Use of estimates | ' |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | |
Cash and cash equivalents | ' |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | |
Website | ' |
Website | |
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Company’s fully operational website in 2014. | |
Stock-based compensation | ' |
Stock-based compensation | |
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |
Revenue recognition | ' |
Revenue recognition | |
The Company's revenues are anticipated to be derived from multiple sources. Primarily revenues will be earned upon shipment of products. | |
Advertising costs | ' |
Advertising costs | |
Advertising costs are anticipated to be expensed as incurred; however there were $43,322 and $0 advertising costs included in general and administrative expenses for the years ended December 31, 2013 and 2012. | |
Income taxes | ' |
Income taxes | |
The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | |
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | |
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2013 and 2012, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company. | |
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. | |
The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2013 and 2012, no income tax expense has been incurred. | |
Earnings per share | ' |
Earnings per share | |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. | |
Fair value of financial instruments | ' |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 nd 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. | |
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. | |
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation. These reclassifications had no effect on previously reported results of operations. The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party. | |
Recent pronouncements | ' |
Recent pronouncements | |
The Company has evaluated recent accounting pronouncements through the filing date and believes that none of them will have a material effect on the Company’s financial statements. |
WEBSITE_Tables
WEBSITE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Website consists | ' | ||||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Website | $ 58,598 | $ 3,500 | |||
Less: Accumulated amortization | - | - | |||
Website, net | $ 58,598 | $ 3,500 |
NOTES_PAYABLE_RELATED_PARTY_Ta
NOTES PAYABLE b RELATED PARTY (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Notes payable consist | ' | ||||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand | $ 450 | $ 450 | |||
Note payable with a shareholder, unsecured, 0% interest, due upon demand | - | - | |||
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | 500,000 | - | |||
Notes Payable – Current | $ 500,450 | $ 450 | |||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014 | $ 49,051 | $ 17,936 | |||
Line of credit – Current | $ 49,051 | $ 17,936 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Note payable to an unrelated | ' | ||||
December 31, | 31-Dec-12 | ||||
2013 | |||||
Note payable to an unrelated third party, unsecured, due May 2012, in default as of June 30, 2013 | $ 30,250 | $ 30,250 | |||
Unamortized debt discount | - | - | |||
Notes Payable – Current | $ 30,250 | $ 30,250 |
LONG_TERM_NOTES_PAYABLE_RELATE1
LONG TERM NOTES PAYABLE b RELATED PARTY (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
LONG TERM NOTES PAYABLE b RELATED PARTY | ' | ||||
December 31, 2013 | 31-Dec-12 | ||||
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | $ - | $ 500,000 | |||
Notes Payable – Long Term | $ - | $ 500,000 |
WARRANTS_Tables
WARRANTS (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes to Financial Statements | ' | |||
Companybs stock warrants | ' | |||
Number | Weighted-Average | |||
of Warrants | Exercise Price | |||
Outstanding at January 1, 2012 | 20,000 | $ 15.50 | ||
Granted | - | $ 0.00 | ||
Exercised | - | $ 0.00 | ||
Cancelled | - | $ 0.00 | ||
Outstanding at December 31, 2012 | 20,000 | $ 15.50 | ||
Granted | - | $ 0.00 | ||
Exercised | - | $ 0.00 | ||
Cancelled | -20,000 | $ 15.50 | ||
Outstanding at December 31, 2013 | - | $ 0.00 | ||
Warrants exercisable at December 31, 2013 | - | $ 0.00 | ||
Warrants exercisable at December 31, 2012 | 20,000 | $ 15.50 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Income Tax Disclosure [Abstract] | ' | ||
Net deferred tax assets | ' | ||
2013 | 2012 | ||
Deferred tax assets: | |||
Net operating loss carryforward | $ 592,972 | $ 374,915 | |
Total deferred tax assets | 592,972 | 374,915 | |
Less: Valuation allowance | (592,972) | (374,915) | |
Net deferred tax assets | $ - | $ - | |
Rate and the effective tax rate | ' | ||
2013 | 2012 | ||
Federal statutory rate | (35.0)% | (35.0)% | |
State taxes, net of federal benefit | (0.00)% | (0.00)% | |
Change in valuation allowance | 35.0% | 35.0% | |
Effective tax rate | 0.0% | 0.0% |
PRIOR_PERIOD_ADJUSTMENT_Tables
PRIOR PERIOD ADJUSTMENT (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes to Financial Statements | ' | |||
Overall financial statements | ' | |||
BALANCE SHEET | As Originally | Adjustments | As | |
AS OF DECEMBER 31, 2012 | Filed | Increase/(Decrease) | Restated | |
ASSETS: | ||||
Cash | $ 3,872 | $ - | $ 3,872 | |
Prepaid expenses | 100,362 | - | 100,362 | |
Prepaid stock compensation | 1,166,000 | - | 1,166,000 | |
Deferred financing cost, net | - | - | - | |
Security deposits | 1,500 | - | 1,500 | |
Trademarks | 550 | - | 550 | |
Website | 3,500 | - | 3,500 | |
TOTAL ASSETS | $ 1,275,784 | $ - | $1,275,784 | |
LIABILITIES: | ||||
Accounts payable | $ 28,941 | $ (343) | $ 28,598 | |
Accrued salaries - related party | 9,169 | - | 9,169 | |
Accrued payroll taxes | 11,891 | - | 11,891 | |
Notes payable - related party | 450 | - | 450 | |
Accrued interest payable | 621 | (400) | 221 | |
Accrued interest payable - related party | 5,153 | - | 5,153 | |
Line of credit - related party | 17,936 | - | 17,936 | |
Notes payable | 42,010 | (11,760) | 30,250 | |
Long term notes payable - related party | 500,000 | - | 500,000 | |
EQUITY: | ||||
Preferred stock | - | - | ||
Common stock | 8,153 | - | 8,153 | |
Additional paid in capital | 3,916,077 | 12,503 | 3,928,580 | |
Subscriptions payable | 7,500 | - | 7,500 | |
Deficit accumulated during development stage | (3,272,117) | (3,272,117) | ||
TOTAL LIABILITIES AND EQUITY | $ 1,275,784 | $ - | $1,275,784 |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 70 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Incurred accumulated net loss | ($6,478,386) |
PREPAID_STOCK_COMPENSATION_Det
PREPAID STOCK COMPENSATION (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Nov. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Shares of common stock total | ' | $500,000 |
Consulting agreements total | ' | 1,325,000 |
Expense professional fee | 1,166,000 | ' |
Prepaid expense amount total | 0 | ' |
Total balance | $1,166,000 | ' |
WEBSITE_Details_Narrative
WEBSITE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Amortization expense | $0 | $0 |
NOTES_PAYABLE_RELATED_PARTY_De
NOTES PAYABLE b RELATED PARTY (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Interest expense | $44,402 | $43,382 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' |
Principal balance | $15,250 | ' |
Shares of common stock | 15,250 | ' |
Interest expense | $0 | $900 |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERSb EQUITY (Details Narrative) (USD $) | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2011 | Jun. 30, 2010 | Mar. 31, 2010 | Dec. 11, 2013 | Dec. 10, 2013 | Nov. 30, 2013 | Nov. 19, 2013 | Oct. 07, 2013 | Sep. 30, 2013 | Sep. 06, 2013 | Sep. 02, 2013 | Aug. 31, 2013 | Aug. 15, 2013 | Aug. 14, 2013 | Aug. 06, 2013 | Jul. 21, 2013 | 31-May-13 | Mar. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Oct. 01, 2012 | Sep. 28, 2012 | Aug. 31, 2012 | 31-May-12 | 29-May-12 | Feb. 09, 2012 | Dec. 12, 2011 | Nov. 30, 2011 | Nov. 17, 2011 | Aug. 31, 2011 | Jun. 21, 2011 | 16-May-11 | 1-May-11 | Mar. 23, 2011 | Feb. 17, 2011 | Oct. 22, 2010 | Jul. 09, 2010 | Jul. 03, 2010 | Apr. 26, 2010 | Mar. 12, 2010 | Feb. 09, 2010 | Feb. 05, 2010 | 11-May-09 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized issue shares | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value preferred stock | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock authorized shares | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value common stock | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 |
Received cash total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' |
Shares of common stock | 50,000 | ' | ' | ' | 10,000 | ' | ' | 75,000 | 20,000 | 15,000 | 10,000 | 5,000 | 250,000 | 50,000 | 260,000 | 15,000 | 415,000 | 250,000 | 250,000 | 100,000 | 15,000 | 10,000 | 15,000 | 15,000 | 500,000 | 15,000 | 100,000 | 30,000 | 15,000 | 15,000 | 120,000 | 50,000 | 100,000 | 50,000 | 100,000 | 50,000 | 375,000 | 4,707,727 | 50,000 | 250,000 | 30,000 | ' | 20,000 | 15,000 | 1,000 | 1,800 | 10,000 | 2,500 | ' |
Received cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000 | ' | ' | ' |
Expenses total | ' | ' | ' | ' | ' | ' | 3,555 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting services total | ' | ' | ' | ' | ' | ' | ' | 232,500 | ' | ' | 30,000 | 15,850 | ' | 116,000 | ' | ' | ' | 500,000 | 500,000 | 230,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 75,000 | 15,000 | ' | ' | ' | ' |
Rubscriptions payable | ' | ' | ' | ' | ' | 123,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company received | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,600 | ' | ' | ' | ' | ' | ' | ' | ' |
Account payable total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115,718 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,782 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment agreement total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Various entities and individuals total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock payable total | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | 44,850 | ' | ' | ' | ' | ' | 21,750 | ' | ' | ' | ' | 18,750 | 9,500 | ' | 26,250 | ' | ' | ' | ' | 38,350 | 24,000 | ' | 50,500 | ' | 76,500 | ' | 87,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value total | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance in stock payable | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company issued a total | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock for cash | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company sold a total | 390,000 | ' | 130,000 | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash total | 275,000 | 25,000 | 65,000 | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company sold | 550,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
consulting agreements total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock payable reduced | ' | ' | ' | ' | ' | ' | ' | ' | 21,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of the debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 542 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
cash received | ' | ' | ' | ' | ' | ' | ' | $270,000 | ' | ' | ' | ' | $125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Federal operating loss | $1,694,205 | $1,071,185 |
Deferred tax asset | $592,972 | $374,915 |
AGREEMENTS_Details_Narrative
AGREEMENTS (Details Narrative) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2013 | Jan. 03, 2013 | |
Notes to Financial Statements | ' | ' | ' | ' |
Lease term is one year at a rate | ' | ' | ' | $3,500 |
Paid refundable security deposit | ' | ' | ' | 1,500 |
Rent expense | 42,000 | 42,000 | ' | ' |
Receive annual compensation | ' | ' | 12,000 | ' |
Shares of common stock | ' | ' | 15,000 | ' |
Stock based compensation expense | $111,600 | $126,100 | ' | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Feb. 28, 2014 | |
Subsequent Events [Abstract] | ' | ' |
Due date of the loan | ' | $500,000 |
Repaid note payable | ' | 15,000 |
Remaining balance | ' | 15,250 |
Issues shares of common stock | ' | 15,250 |
Receive annual compensation due monthly | 75,000 | ' |
One year issued total | 350,000 | ' |
Lender agreed to settle | 275,000 | ' |
shares of common stock | 1,100,000 | ' |
Company sold shares | 1,607,999 | ' |
Common stock in exchange | 1,607,999 | ' |
Company issued total | 43,911 | ' |
Two years issued total | $200,000 | ' |