Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Bollente Companies Inc. | |
Entity Central Index Key | 1429393 | |
Document Type | 10-K | |
Entity Trading Symbol | BOLC | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $0 | |
Entity Common Stock, Shares Outstanding | 0 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $40,446 | $4,329 |
Accounts receivable | 54,477 | |
Inventory | 174,132 | |
Prepaid expenses | 30,399 | 24,761 |
Prepaid stock compensation | 530,000 | 1,228,201 |
Total current assets | 829,454 | 1,257,291 |
Fixed assets, net | 8,768 | |
Other assets: | ||
Security deposits | 1,500 | 1,500 |
Trademarks | 825 | 550 |
Prepaid stock compensation - long term portion | 16,667 | |
Website | 40,693 | 58,598 |
Total other assets | 59,685 | 60,648 |
Total assets | 897,907 | 1,317,939 |
Current liabilities: | ||
Accounts payable | 338,651 | 76,769 |
Credit cards | 2,387 | |
Customer deposits | 600 | |
Accrued salaries - related party | 15,278 | 10,869 |
Accrued payroll taxes | 12,505 | 11,891 |
Notes payable - related party | 128,637 | 500,450 |
Accrued interest payable | 4 | |
Accrued interest payable - related party | 1,599 | |
Line of credit - related party | 49,051 | |
Notes payable, net of unamortized debt discount of $0 | 30,250 | |
Total current liabilities | 498,062 | 680,879 |
Long-term liabilities: | ||
Notes payable - related party | ||
Total long-term liabilities | ||
Total liabilities | 498,062 | 680,879 |
Stockholders'equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 16,934,301 and 10,242,460 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | 16,935 | 10,243 |
Additional paid-in capital | 13,725,353 | 7,010,353 |
Subscriptions receivable | ||
Subscriptions payable | 164,375 | 94,850 |
Deficit accumulated during development stage | -13,506,818 | -6,478,386 |
Total stockholders' equity | 399,845 | 637,060 |
Total liabilities and stockholders' equity | $897,907 | $1,317,939 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Unamortized debt discount | $0 | $0 |
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 | 16,934,301 | 10,242,460 |
Common stock, shares outstanding | $16,934,301 | $10,242,460 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | $238,912 | |
Cost of goods sold | -440,330 | |
Gross profit | -201,418 | |
Operating expenses: | ||
General and administrative | 1,557,015 | 129,794 |
General and administrative - related party | 22,100 | |
Executive compensation | 208,850 | 123,600 |
Product development - related party | ||
Research and development | 876,777 | 301,801 |
Professional fees | 3,367,764 | 2,573,814 |
Total operating expenses | 6,010,406 | 3,151,109 |
Other income(expenses): | ||
Other income | 7,182 | |
Interest expense - related party | -9,085 | -44,402 |
Interest expense | -205 | -258 |
Loss on debt conversion | -825,000 | |
Total other expenses | 827,108 | 44,660 |
Net loss from continuing operations | -7,038,932 | -3,195,769 |
Net loss from discontinued operations | -179,007 | -10,500 |
Net loss | ($7,217,939) | ($3,206,269) |
Basic earnings per share | ||
Loss from continuing operations | ($0.50) | ($0.38) |
Loss from discontinued operations | ($0.01) | |
Net loss per common share - basic | ($0.51) | ($0.38) |
Weighted average number of common shares outstanding - basic | 14,231,198 | 8,406,764 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($7,217,939) | ($3,206,269) |
Less: Loss from discontinued operations | 179,007 | 10,500 |
Loss from continuing operations | -7,038,932 | -3,195,769 |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations: | ||
Shares issued for services | 980,967 | 2,471,649 |
Depreciation | 3,282 | |
Shares issued for employment agreement | 409,500 | 111,600 |
Shares issued for prepaid stock compensation | 2,079,034 | |
Warrants issued for services | ||
Write-off of inventory deposit | ||
Non-cash financing cost | ||
Loss on debt conversion | 825,000 | |
Amortization of website costs | 17,905 | |
Amortization of deferred financing cost | ||
Amortization of debt discount | ||
Accrued rent expense - related party line of credit | 42,000 | 42,000 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | -54,477 | |
(Increase) decrease in inventory | -174,132 | |
(Increase) decrease in prepaid expenses | -5,638 | 75,601 |
(Increase) in security deposits | ||
Increase in accounts payable | 258,006 | 48,172 |
Increase in credit card | 2,387 | |
Increase in accounts payable - related party | 3,876 | |
Increase in customer deposits | 600 | |
Increase in accrued salaries - related party | 4,409 | 1,700 |
Increase in accrued payroll taxes | 614 | |
Increase in accrued interest payable | 4 | |
Increase in accrued interest payable - related party | -1,599 | -3,013 |
Net cash used in operating activities - continuing operations | -2,647,194 | -448,060 |
Net cash used in operating activities - discontinued operations | -85,647 | -10,500 |
Net cash used in operating activities | -2,732,841 | -458,560 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase trademarks | -275 | |
Purchase website costs | -55,098 | |
Purchase of fixed assets | -12,049 | |
Payments for due from related party | ||
Repayments from due from related party | ||
Net cash used in investing activities - continuing operations | -12,324 | -55,098 |
Net cash used in investing activities - discontinued operations | ||
Net cash used in investing activities | -12,324 | -55,098 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 17,000 | |
Repayments for notes payable | -17,000 | |
Proceeds from notes payable - related party | 152,687 | 131,500 |
Repayments of notes payable - related party | -254,000 | -1,500 |
Proceeds from line of credit - related party | -91,051 | 46,200 |
Repayments of line of credit - related party | -57,085 | |
Proceeds from sale of common stock, net of offering costs | 2,887,999 | 395,000 |
Donated capital | ||
Net cash provided by financing activities - continuing operations | 2,695,635 | 514,115 |
Net cash provided by financing activities - discontinued operations | 86,013 | |
Net cash provided by financing activities | 2,781,648 | 514,115 |
NET CHANGE IN CASH | 36,483 | 457 |
CASH AT BEGINNING OF YEAR | 4,329 | 3,872 |
CASH AT END OF YEAR | 40,812 | 4,329 |
Less: CASH OF DISCONTINUED OPERATIONS AT END OF YEAR | 366 | 3,000 |
CASH OF CONTINUING OPERATIONS AT END OF YEAR | 40,446 | 1,329 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Reclass accounts payable related party to accounts payable | ||
Reclass notes payable related party to notes payable | ||
Shares issued to settle notes payable | 290,250 | |
Shares issued as settlement of accounts payable | 37,681 | |
Shares issued for prepaid stock compensation | 1,432,500 | 1,228,201 |
Warrants issued for services | ||
Deemed distribution to majority shareholder |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions Receivable | Subscriptions Payable | Accumulated Deficit during Development Stage [Member] | Total |
Beginning Balance,Amount at Dec. 31, 2012 | $8,153 | $3,916,077 | $7,500 | ($3,272,117) | $659,613 | ||
Beginning Balance,Shares at Dec. 31, 2012 | 8,152,456 | ||||||
Issuance for cash, Amount | 590 | 351,910 | 42,500 | 395,000 | |||
Issuance for cash, Shares | 590,000 | ||||||
Issuance for employment agreement,Amount | 45 | 66,705 | 44,850 | 111,600 | |||
Issuance for employment agreement, Shares | 45,000 | ||||||
Issuance for consulting services, Amount | 1,195 | 2,532,655 | 2,533,850 | ||||
Issuance for consulting services, Shares | 1,195,000 | ||||||
Issuance for debt conversion, Amount | 260 | 130,282 | 130,542 | ||||
Issuance for debt conversion, Shares | 260,000 | ||||||
Prior period adjustment, Amount | 12,725 | 12,725 | |||||
Net loss | -3,206,269 | -3,206,269 | |||||
Ending Balance, Amount at Dec. 31, 2013 | 10,243 | 7,010,354 | 94,850 | -6,478,386 | 637,060 | ||
Ending Balance, Shares at Dec. 31, 2013 | 10,242,456 | ||||||
Issuance for cash, Amount | 2,818 | 2,815,181 | 75,000 | 2,892,999 | |||
Issuance for cash, Shares | 2,817,999 | ||||||
Issuance for employment agreement,Amount | 527 | 556,323 | -14,850 | 542,000 | |||
Issuance for employment agreement, Shares | 527,000 | ||||||
Issuance for consulting services, Amount | 2,232 | 2,229,360 | 9,375 | 2,240,967 | |||
Issuance for consulting services, Shares | 2,231,592 | ||||||
Issuance for debt conversion, Amount | 1,115 | 1,114,135 | 1,115,250 | ||||
Issuance for debt conversion, Shares | 1,115,250 | ||||||
Net loss | -7,217,939 | -7,217,939 | |||||
Ending Balance, Amount at Dec. 31, 2014 | $16,935 | $13,725,353 | $164,375 | ($13,506,818) | $399,845 | ||
Ending Balance, Shares at Dec. 31, 2014 | 16,934,297 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Organization | |
The Company was incorporated on March 7, 2008 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. | |
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. | |
On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation. | |
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. | |
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. | |
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. | |
Inventory | |
Inventories are stated at the lower of cost (average cost) or market (net realizable value). | |
Revenue recognition | |
The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer. | |
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, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash 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 | |
During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discounted Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as “Net loss from discontinued operations.” The cash flows of this business is also presented separately in our consolidated statements of cash flows. | |
Recent pronouncements | |
In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the fourth quarter of 2014. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
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 a result, the Company incurred accumulated net losses for the year ended December 31, 2014 of ($13,506,818). 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. |
INVENTORY
INVENTORY | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
INVENTORY | NOTE 3 – INVENTORY | ||||||||
Inventories consist of the following at: | |||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Raw materials | $ | 174,132 | $ | — | |||||
Finished goods | — | — | |||||||
Total | $ | 174,132 | $ | — | |||||
WEBSITE
WEBSITE | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Research and Development [Abstract] | |||||||||
WEBSITE | NOTE 4 – WEBSITE | ||||||||
Website consists of the following at: | |||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Website | $ | 58,598 | $ | 58,598 | |||||
Less: Accumulated amortization | (17,905 | ) | — | ||||||
Website, net | $ | 40,693 | $ | 58,598 | |||||
Amortization expense for the years ended December 31, 2014 and 2013 was $17,905 and $0, respectively. |
NOTES_PAYABLE_RELATED_PARTY
NOTES PAYABLE - RELATED PARTY | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
NOTES PAYABLE- RELATED PARTY | NOTE 5 – NOTES PAYABLE – RELATED PARTY | ||||||||
Notes payable consist of the following at: | |||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand | $ | 450 | $ | 450 | |||||
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | — | 500,000 | |||||||
Note payable to a related entity, unsecured, 0% interest, due upon demand | 127,615 | — | |||||||
Notes Payable – Current | $ | 128,065 | $ | 500,450 | |||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014 | $ | — | $ | 49,051 | |||||
Line of credit – Current | $ | — | $ | 49,051 | |||||
Interest expense from continuing operations for the years ended December 31, 2014 and 2013 was $9,085 and $44,402, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE | ||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014 | $ | — | $ | 30,250 | |||||
$ | — | $ | 30,250 | ||||||
Notes Payable – Current | |||||||||
During April 2014, the Company converted $15,250 of the principal balance into 15,250 shares of common stock | |||||||||
Interest expense from discontinuing operations, including the amortization of the debt discount and the amortization of the deferred financing cost for the years ended December 31, 2014 and 2013 was $205 and $258, respectively. | |||||||||
Interest expense from discontinued operations, including the amortization of the debt discount and the amortization of the deferred financing cost for the years ended December 31, 2014 and 2013 was $7,134 and $0, respectively. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 7 – DISCONTINUED OPERATIONS |
On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation. | |
During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discounted Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as “Net loss from discontinued operations.” The cash flows of this business is also presented separately in our consolidated statements of cash flows. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
STOCKHOLDERS' 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. | |
Common stock | |
On January 22, 2014, the Company issued a total of 105,000 of common stock for cash received of $105,000, of which $50,000 of the funds were received as of December 31, 2013 and recorded as stock payable. | |
On January 22, 2014, the Company issued 68,911 shares of common stock for consulting services totaling $68,911. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On January 23, 2014, the Company issued a total of 40,000 of common stock for cash received of $40,000, of which $15,000 of the funds were received as of December 31, 2013 and recorded as stock payable. | |
On February 11, 2014, the Company issued a total of 210,000 of common stock for cash received of $210,000. | |
On February 11, 2014, the Company issued 40,000 shares of common stock for funds not yet received. The shares were then retired on November 20, 2014. | |
On February 25, 2014, the Company issued a total of 470,999 of common stock for cash received of $470,999. | |
On March 11, 2014, the Company issued 200,000 shares of common stock for consulting services totaling $200,000 to be performed over a period of two years. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On March 11, 2014, the Company issued a total of 583,000 of common stock for cash received of $583,000. | |
On March 11, 2014, the Company issued a total of 20,000 of common stock for cash received of $20,000 on April 14, 2014. | |
On April 2, 2014, the Company issued a total of 229,000 of common stock for cash received of $229,000. | |
On April 2, 2014, the Company issued a total of 350,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $350,000. | |
On April 2, 2014, the Company issued 15,250 shares of common stock in exchange for a settlement of debt for $15,250 with a related party. 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 April 2, 2014, the Company issued 1,100,000 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 Company recognized a loss on debt settlement of $825,000. | |
On April 2, 2014, the Company issued 250,000 shares of common stock for consulting services totaling $250,000 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, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On April 2, 2014, the Company issued 120,000 shares of common stock for consulting services totaling $120,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On April 2, 2014, the Company issued 100,000 shares of common stock for consulting services totaling $100,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On May 2, 2014, the Company issued a total of 240,000 of common stock for cash received of $240,000. | |
On May 2, 2014, the Company issued a total of 35,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $35,000. | |
On May 2, 2014, the Company issued 35,000 shares of common stock for consulting services totaling $35,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On May 2, 2014, the Company issued 250,000 shares of common stock for consulting services totaling $250,000 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, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On May 2, 2014, the Company issued 50,000 shares of common stock for consulting services totaling $50,000 to be performed over a period of fifteen months. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On July 15, 2014, the Company issued a total of 227,000 of common stock for cash received of $227,000. | |
On July 15, 2014, the Company issued 30,000 shares of common stock for consulting services totaling $30,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On July 22, 2014, the Company issued 32,881 shares of common stock for consulting services totaling $32,881. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On August 18, 2014, the Company issued a total of 7,000 of common stock for cash received of $7,000. | |
On August 18, 2014, the Company issued 10,000 shares of common stock for consulting services totaling $10,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On August 20, 2014, the Company issued 10,000 shares of common stock for consulting services totaling $10,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On August 20, 2014, the Company issued 50,000 shares of common stock for consulting services totaling $50,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On August 28, 2014, the Company issued 25,000 shares of common stock for consulting services totaling $25,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On August 28, 2014, the Company issued a total of 70,000 of common stock for cash received of $70,000. | |
On August 20, 2014, the Company issued 10,000 shares of common stock for consulting services totaling $10,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On September 30, 2014, the Company issued a total of 137,000 of common stock for cash received of $137,000. | |
On September 30, 2014, the Company issued 5,000 shares of common stock for consulting services totaling $5,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On September 30, 2014, the Company issued 84,800 shares of common stock for consulting services totaling $84,800. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On September 30, 2014, the Company issued a total of 5,000 shares of common stock owed an employee of the Company as part of their employment agreement totaling $5,000. | |
On October 7, 2014, the Company issued a total of 40,000 shares of common stock for cash received of $40,000. | |
On October 7, 2014, the Company issued a total of 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000. | |
On October 14, 2014, the Company sold 10,000 shares of common stock to an investor for cash totaling $10,000 and are recorded to stock payable. The shares were issued on March 4, 2015. | |
On November 4, 2014, the Company issued a total of 135,000 shares of common stock for cash received of $135,000. | |
On November 4, 2014, the Company issued a total of 50,000 shares of common stock owed an employee of the Company as part of their employment agreement totaling $50,000. | |
On November 4, 2014, the Company issued 350,000 shares of common stock for consulting services totaling $350,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On November 4, 2014, the Company issued 50,000 shares of common stock for consulting services totaling $50,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On November 30, 2014, the Company recorded a stock payable totaling $30,000 for 30,000 shares of common stock sold 10,000 shares of common stock owed to an employee of the Company as part of their employment agreement. The shares were issued on March 4, 2015. | |
On December 1, 2014, the Company issued a total of 254,000 shares of common stock for cash received of $254,000. | |
On December 1, 2014, the Company issued a total of 50,000 shares of common stock owed an employee of the Company as part of their employment agreement totaling $50,000. | |
On December 1, 2014, the Company issued 500,000 shares of common stock for consulting services totaling $500,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
On December 17, 2014, the Company issued a total of 50,000 shares of common stock for cash received of $50,000. | |
On December 17, 2014, the Company issued a total of 7,000 shares of common stock to employees of the Company as a bonus totaling $7,000. | |
On December 19, 2014, the Company sold 15,000 shares of common stock to an investor for cash totaling $15,000 and are recorded to stock payable. The shares were issued on February 4, 2015. | |
On December 24, 2014, the Company sold 100,000 shares of common stock to an investor for cash totaling $100,000 and are recorded to stock payable. The shares were issued on February 4, 2015. | |
On December 31, 2014, the Company recorded a stock payable totaling $9,375 for 9,375 shares of common stock earned by eight consultants. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. | |
PREPAID_STOCK_COMPENSATION
PREPAID STOCK COMPENSATION | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
PREPAID STOCK COMPENSATION | NOTE 9 – PREPAID STOCK COMPENSATION |
During the year ended December 31, 2014, the Company issued a total of 250,000 shares of common stock as part of a consulting agreement totaling $250,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The value of the shares was recorded as prepaid expense and is being amortized over five and a half months which is the related service period of the agreement. | |
During the year ended December 31, 2014, the Company issued a total of 275,000 shares of common stock as part of an employment agreement totaling $275,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The value of the shares was recorded as prepaid expense and is being amortized over six months which is the related service period of the agreement. | |
During the year ended December 31, 2014, the Company issued a total of 750,000 shares of common stock as part of nine consulting agreements totaling $750,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. 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. | |
During the year ended December 31, 2014, the Company issued a total of 50,000 shares of common stock as part of a consulting agreement totaling $50,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The value of the shares was recorded as prepaid expense and is being amortized over fifteen months which is the related service period of the agreement. | |
During the year ended December 31, 2014, the Company issued a total of 200,000 shares of common stock as part of two consulting agreements totaling $200,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The value of the shares was recorded as prepaid expense and is being amortized over two years which is the related service period of the respective agreements. | |
For the year ended December 31, 2014, the Company expensed $2,206,117 as professional fees with a remaining prepaid expense amount totaling $546,667 at December 31, 2014. |
AGREEMENTS
AGREEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
AGREEMENTS | NOTE 10 – AGREEMENTS |
Lease agreement | |
In January 2014, 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 three months ended September 30, 2014 and 2013 was $10,500 and $10,500, respectively. Rent expense for the nine months ended September 30, 2014 and 2013 was $31,500 and $31,500, respectively. | |
Employment agreement | |
Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales. The individual will receive annual compensation of $125,000 per year. The individual will earn a bonus of $40,000 when the Company sells and receives payment for 1,500 tankless hot water systems during the twelve months ended January 31, 2015. The individual will earn a bonus of $40,000 when the Company sells and receives payment for 3,000 tankless hot water systems during the twelve months ended January 31, 2016. The individual is also eligible for a commission equal to 2% of gross sales of tankless hot water systems. | |
Additionally, there were 5,000 shares due upon execution of the agreement, 5,000 shares due on July 15, 2014, 5,000 shares due on February 1, 2015, and 5,000 shares due on July 1, 2015. | |
Effective March 1, 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. | |
Effective October 1, 2014, the Company executed an employment agreement with the Vice President of the Company. The officer will receive annual compensation of $125,000 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 50,000 shares of common stock upon execution of the agreement. | |
Manufacturer Incentive Agreement | |
On September 1, 2014 the Company entered into a Manufacturer Incentive Agreement to sell and distribute trutankless systems in single-family homes, townhomes, and condominiums constructed and sold by Meritage Homes Corporation. The Company agrees to provide Meritage Home Corporation certain favorable pricing, supply terms, and incentives based on the volume of products purchased by Meritage’s subcontractors and suppliers. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS |
On January 12, 2015, the Company sold 10,000 shares of common stock to an investor for cash totaling $10,000. As of the date of this filing, the shares have not been issued and are recorded to stock payable. | |
On February 2, 2015, the Company issued 235,000 shares of common stock for cash received of $235,000, of which $115,000 of the funds were received during December 2014 and recorded as stock payable. | |
On February 2, 2015, the Company issued 184,600 shares of common stock for services totaling $184,600. | |
On February 2, 2015, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000. | |
On February 3, 2015, the Company entered into a Consulting and Advisory Agreement where Haywire Electric LLC will provide business development and consulting services. The Company has agreed to issue 2,000 shares of common stock for their services over a twelve month period. | |
Effective March 1, 2015, the Company executed a Personal Service 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, 2016. | |
On March 3, 2015, the Company received $200,000 as a loan from a related party. The interest rate is 12% that is to be paid on a monthly basis. The term of the note is for two years beginning March 3, 2015 and ending on March 2, 2017. | |
On March 4, 2015, the Company issued 175,000 shares of common stock for cash received of $175,000, of which $10,000 of the funds were received during December 2014 and recorded as stock payable. | |
On March 4, 2015, the Company issued 15,000 shares of common stock for services totaling $15,000. | |
On March 9, 2015, the Company entered into a Master Services Agreement where Synapse Studios, LLC will provide application development, design, implementation and consulting work. The Company has agreed to pay Synapse Studios, LLC $20,000 per sprint that is installed. On March 12, 2015, the Company paid an initial deposit of $36,000 and issued 2,000 share of common stock per the agreement. | |
On March 23, 2014, the Company issued a total of 35,000 shares of common stock for cash received of $35,000. | |
On March 23, 2015, the Company issued 20,000 shares of common stock for services totaling $20,000. | |
On March 23, 2015, the Company issued 100,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $100,000. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Organization | Organization |
The Company was incorporated on March 7, 2008 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. | |
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. | |
On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation. | |
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. | |
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. | |
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. | |
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. | |
Inventory | Inventory |
Inventories are stated at the lower of cost (average cost) or market (net realizable value). | |
Revenue recognition | Revenue recognition |
The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer. | |
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, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash 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 |
During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discounted Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as “Net loss from discontinued operations.” The cash flows of this business is also presented separately in our consolidated statements of cash flows. | |
Recent pronouncements | Recent pronouncements |
In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the fourth quarter of 2014. |
INVENTORY_Tables
INVENTORY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
INVENTORY | Inventories consist of the following at: | ||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Raw materials | $ | 174,132 | $ | — | |||||
Finished goods | — | — | |||||||
Total | $ | 174,132 | $ | — |
WEBSITE_Tables
WEBSITE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Research and Development [Abstract] | |||||||||
Amortization expense | NOTE 4 – WEBSITE | ||||||||
Website consists of the following at: | |||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Website | $ | 58,598 | $ | 58,598 | |||||
Less: Accumulated amortization | (17,905 | ) | — | ||||||
Website, net | $ | 40,693 | $ | 58,598 |
NOTES_PAYABLE_RELATED_PARTY_Ta
NOTES PAYABLE - RELATED PARTY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes payable | Notes payable consist of the following at: | ||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand | $ | 450 | $ | 450 | |||||
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | — | 500,000 | |||||||
Note payable to a related entity, unsecured, 0% interest, due upon demand | 127,615 | — | |||||||
Notes Payable – Current | $ | 128,065 | $ | 500,450 | |||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014 | $ | — | $ | 49,051 | |||||
Line of credit – Current | $ | — | $ | 49,051 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Note payable to an unrelated third party | December 31, | 31-Dec-13 | |||||||
2014 | |||||||||
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014 | $ | — | $ | 30,250 | |||||
$ | — | $ | 30,250 | ||||||
Notes Payable – Current | |||||||||
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Incurred accumulated net losses | $13,506,818 |
INVENTORY_Details
INVENTORY (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Raw materials | $174,132 | |
Finished goods | ||
Total | $174,132 |
WEBSITE_Details
WEBSITE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Research and Development [Abstract] | ||
Website | $58,598 | $58,598 |
Less: Accumulated amortization | -17,905 | |
Website, net | $40,693 | $58,598 |
WEBSITE_Details_Narrative
WEBSITE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Research and Development [Abstract] | ||
Amortization expense | $17,905 | $0 |
NOTES_PAYABLE_RELATED_PARTY_De
NOTES PAYABLE - RELATED PARTY (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand | $450 | $450 |
Note payable with a shareholder, unsecured, 5% interest, due February 2015 | 500,000 | |
Note payable to a related entity, unsecured, 0% interest, due upon demand | 127,615 | |
Notes Payable - Current | 128,065 | 500,450 |
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014 | 49,051 | |
Line of credit - Current | $49,051 |
NOTES_PAYABLE_RELATED_PARTY_De1
NOTES PAYABLE - RELATED PARTY (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Interest expense | $9,085 | $44,402 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014 | $30,250 | |
Notes Payable - Current | $30,250 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Amortization of Deferred financing cost | $7,134 | $0 |
Interest expense from discontinuing operations | ($205) | ($258) |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Authorized to issue shares | 10,000,000 | 10,000,000 |
Preferred stock par value | $0.00 | $0.00 |
Common stock shares | 100,000,000 | 100,000,000 |
Common stock par value | $0.00 | $0.00 |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Common stock sale price per share | $1 | |
Consulting Services [Member] | ||
Stock payables | $9,375 | |
Stock payable shares | 9,375 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Common stock sale price per share | $1 |
PREPAID_STOCK_COMPENSATION_Det
PREPAID STOCK COMPENSATION (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock issued,Share | 925,000 | |
Common stock issued,Amount | $925,000 | |
Professional fees | 2,206,117 | |
Prepaid expense amount total | 546,667 | |
Company expensed | 1,741,862 | |
Common stock for consulting agreements value | 2,240,967 | 2,533,850 |
Common stock sale price per share | $1 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Consulting Services [Member] | ||
Common stock for consulting agreements | 250,000 | |
Common stock for consulting agreements value | 250,000 | |
Common stock sale price per share | $1 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Service period of agreements | over five and a half months | |
Consulting Services One [Member] | ||
Common stock for consulting agreements | 750,000 | |
Common stock for consulting agreements value | 750,000 | |
Common stock sale price per share | $1 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Service period of agreements | over one year | |
Consulting Services Two [Member] | ||
Common stock for consulting agreements | 50,000 | |
Common stock for consulting agreements value | 50,000 | |
Common stock sale price per share | $1 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Service period of agreements | over fifteen months | |
Consulting Services Three [Member] | ||
Common stock for consulting agreements | 200,000 | |
Common stock for consulting agreements value | 200,000 | |
Common stock sale price per share | $1 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Service period of agreements | over two years | |
Employment agreement [Member] | ||
Common stock for consulting agreements | 275,000 | |
Common stock for consulting agreements value | $275,000 | |
Common stock sale price per share | $1 | |
Common stock price per share lower limit | $2.53 | |
Common stock price per share upper limit | $3.71 | |
Service period of agreements | over six months |
AGREEMENTS_Details_Narrative
AGREEMENTS (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | 31-May-14 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Jan. 31, 2014 | |
Banking and Thrift [Abstract] | |||||||
Lease term is one year at a rate | $3,500 | ||||||
Refundable security deposit | 1,500 | ||||||
Rent expense | 10,500 | 10,500 | 31,500 | 31,500 | |||
Bonus | 40,000 | ||||||
Shares due upon execution agreement | 5,000 | ||||||
Compensation Received | $75,000 | ||||||
Common stock issued upon execution of the agreement | 60,000 | ||||||
Common stock issued | 30,000 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares issued for cash | $2,892,999 | $395,000 |
February Two [Member] | ||
Shares issued for cash | 115,000 | |
Shares issued value for cash | 235,000 | |
March Four [Member] | ||
Shares issued for cash | $10,000 | |
Shares issued value for cash | 175,000 |