Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Document and Entity Information | ||
Entity Registrant Name | Bergio International, Inc. | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1431074 | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 7,398,736 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $2,309,758 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $3,259 | |
Accounts receivable - net | 125,102 | 763,187 |
Inventories | 1,756,755 | 1,611,584 |
Prepaid expenses | 11,855 | |
Deferred financing costs | 4,353 | |
Total current assets | 1,885,116 | 2,390,979 |
Other Assets: | ||
Property and equipment, net | 527,831 | 124,924 |
Investment in unconsolidated affiliate | 5,828 | 5,828 |
Total Other Assets | 533,659 | 130,752 |
Total Assets | 2,418,775 | 2,521,731 |
Current Liabilities: | ||
Bank lines of credit, net | 273,132 | 164,212 |
Convertible debt, net | 445,569 | 171,443 |
Accounts payable and accrued liabilities | 246,656 | 119,333 |
Advances from stockholder and accrued interest | 224,124 | 153,550 |
Derivative liability | 140,307 | 57,882 |
Total current liabilities | 1,329,788 | 666,420 |
Total Liabilities | 1,329,788 | 666,420 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Series A preferred stock value | ||
Common stock value | 74 | 24 |
Additional paid-in capital | 7,178,296 | 6,423,909 |
Accumulated deficit | -6,089,383 | -4,568,622 |
Total stockholders' equity | 1,088,987 | 1,855,311 |
Total Liabilities and Stockholders' Equity | $2,418,775 | $2,521,731 |
BALANCE_SHEETS_PARENTHETICAL
BALANCE SHEETS (PARENTHETICAL) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheet | ||
Debt discount | $58,002 | $108,375 |
Series A Preferred stock, par value | $0.00 | $0.00 |
Series A Preferred stock, shares authorized | 51 | 51 |
Series A Preferred stock, shares issued | 51 | 51 |
Series A Preferred stock, shares outstanding | 51 | 51 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 6,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 7,398,736 | 2,431,169 |
Common stock, shares outstanding | 7,398,736 | 2,431,169 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement | ||
Sales - Net | $1,067,540 | $1,999,496 |
Cost of sales | 920,359 | 1,292,538 |
Gross profit | 147,181 | 706,958 |
Operating expenses | ||
Selling, general and administrative | 1,337,902 | 1,425,464 |
Total operating expenses | 1,337,902 | 1,425,464 |
Income (loss) from operations | -1,190,721 | -718,506 |
Other income (expense) | ||
Interest expense | -193,026 | -80,156 |
Amortization of debt discount | -113,648 | -470,502 |
Amortization of deferred financing costs | -5,478 | -59,529 |
Change in fair value of derivative | -32,766 | 1,538,806 |
Derivative expense | -48,154 | -1,515,710 |
Gain on extinguishment of derivative | 61,770 | 467,316 |
Other income | 1,262 | 2,541 |
Total other income (expense) | -330,040 | -117,234 |
Income (loss) before provision for income taxes | -1,520,761 | -835,740 |
Provision for income taxes | ||
Net income (loss) | ($1,520,761) | ($835,740) |
Net loss per common share - basic | ($0.29) | ($0.72) |
Net loss per common share - diluted | ($0.29) | ($0.72) |
Weighted average number of shares outstanding - basic and diluted | 5,209,293 | -1,161,532 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity |
USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning Balance, amount at Dec. 31, 2012 | $362 | $5,239,316 | ($3,732,882) | $1,506,796 | |
Beginning Balance, shares at Dec. 31, 2012 | 51 | 361,970 | |||
Issuance of common stock for debt conversion, shares | 2,032,949 | ||||
Issuance of common stock for debt conversion, value | 2,033 | 881,720 | 883,753 | ||
Issuance of common stock for professional services, shares | 36,250 | ||||
Issuance of common stock for professional services, value | 36 | 66,980 | 67,016 | ||
Gain on extinguishment of derivative liability | 164,204 | 164,204 | |||
Reclasification of derivative liability associated with convertible debt | 69,282 | 69,282 | |||
Reclasification for change in par value to $0.00001 per share | -2,407 | 2,407 | |||
Net loss for the period | -835,740 | -835,740 | |||
Ending Balance, amount at Dec. 31, 2013 | 24 | 6,423,909 | -4,568,622 | 1,855,311 | |
Ending Balance, shares at Dec. 31, 2013 | 51 | 2,431,169 | |||
Issuance of common stock for debt conversion, shares | 3,874,270 | ||||
Issuance of common stock for debt conversion, value | 39 | 446,402 | 446,441 | ||
Issuance of common stock for professional services, shares | 490,000 | ||||
Issuance of common stock for professional services, value | 4 | 205,746 | 205,750 | ||
Issuance of common stock for cash and warrants, shares | 250,000 | ||||
Issuance of common stock for cash and warrants, value | 3 | 99,997 | 100,000 | ||
Issuance of common stock for accounts payable, shares | 350,000 | ||||
Issuance of common stock for accounts payable, value | 4 | 2,242 | 2,246 | ||
Net loss for the period | -1,520,761 | -1,520,761 | |||
Ending Balance, amount at Dec. 31, 2014 | $74 | $7,178,296 | ($6,089,383) | $1,088,987 | |
Ending Balance, shares at Dec. 31, 2014 | 51 | 7,398,736 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | ||
Net income (loss) | ($1,520,761) | ($835,740) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 32,218 | 18,836 |
Provision for bad debts | 7,577 | 305,980 |
Stock issued for services | 205,750 | 67,016 |
Convertible note issued in exchange for accounts payable | 63,275 | |
Amortization of debt discount | 113,648 | 470,502 |
Interest expense associated with conversions | 161,881 | |
Amortization of deferred financing costs | 5,478 | 59,529 |
Change in fair value of derivative | 32,766 | -1,538,806 |
Derivative expense | 48,154 | 1,515,710 |
Gain on extinguishment of derivative | -61,770 | -467,316 |
Changes in operating assets and liabilities | ||
(Increase) decrease in accounts receivable | 547,978 | -66,638 |
(Increase) decrease in inventories | -145,171 | 188,551 |
(Increase) decrease in prepaid expenses and other current assets | 10,730 | 10,810 |
Increase (decrease) in accounts payable and accrued liabilities | 159,904 | -178,945 |
Net cash used in operating activities | -338,343 | -450,511 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | 352,595 | 33,125 |
Net cash used in investing activities | -352,595 | -33,125 |
Cash flows from financing activities: | ||
Advances (repayments) of bank lines of credit, net | 108,920 | 49,519 |
Proceeds from issuance of common stock and warrants | 100,000 | |
Repayments of notes payable | 87,070 | |
Proceeds from convertible debt | 414,703 | 564,250 |
Advances from (payments to) stockholder, net | 70,574 | -81,767 |
Deferred offering costs | 13,999 | |
Net cash provided by financing activities | 694,197 | 430,933 |
Net change in cash | 3,259 | -52,703 |
Cash - beginning of periods | 52,703 | |
Cash - end of periods | 3,259 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 14,709 | 8,891 |
Cash paid for income taxes | ||
Supplemental disclosures of non-cash investing and financing activities: | ||
Debt discount from fair value of imbedded derivative | 63,275 | 483,593 |
Issuance of common stock for vendor payables | 2,246 | |
Accounts receivable used to purchase property and equipment | 82,530 | |
Issuance of common stock for convertible debt and accrued interest | 446,442 | 883,752 |
Reclassification of derivative liability to additional paid in capital | 233,436 | |
Reclassification from line of credit to demand note | $75,000 |
Business_Organization_and_Liqu
Business, Organization, and Liquidity | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Business, Organization, and Liquidity | Note 1. Business, Organization, and Liquidity |
Business and Organization | |
Bergio International, Inc. (the “Company”) was incorporated in the State of Delaware on July 24, 2007 under the name Alba Mineral Exploration, Inc. On October 21, 2009, as a result of a Share Exchange Agreement, the corporate name was changed to Bergio International, Inc. Effective July 15, 2013, the Company amended its Certificate of Incorporation to change the Company’s authorized capital from 1,500,000,000 common shares to 3,000,000,000 common shares of stock. On April 3, 2014, Bergio International, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to reduce the par value of all shares of common stock and preferred stock from $0.001 to $0.00001 per share. On February 26, 2014, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of capital stock of the Company to 6,000,000,000 shares. Effective on October 14, 2014, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-1,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock splits and change in par value. The Company is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States and is headquartered in Fairfield, New Jersey. The Company experiences significant seasonal volatility. The first two quarters of the year typically represent 15% - 35% of annual sales, and the remaining two quarters represent the remaining portion of annual sales. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies |
Principles of Consolidation: | |
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated. | |
Use of Estimates: | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Risks and Uncertainties: | |
The Company’s operations are subject to a number of risks, including but not limited to changes in the general economy, demand for the Company’s products, and the success of its customers. | |
Revenue Recognition: | |
Revenues are recognized at the time of shipment with the price to the buyer being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. | |
Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. | |
Fair Value of Financial Instruments: | |
The Company estimates that the fair value of all financial instruments at December 31, 2014 and, 2013, as defined in Financial Accounting Standards Board (“FASB”) ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. | |
The carrying amounts reported in the balance sheets as of December 31, 2014 and 2013 for cash, accounts receivable, inventories and accounts payable and loans payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value. | |
Accounting for Income Taxes: | |
The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized. | |
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. | |
Income Tax Uncertainties: | |
The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The implementation of ASC 740-10 had no impact on the Company’s results of operations or financial position. | |
Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. | |
Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31, 2014 and 2013, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2014 and 2013. | |
Cash and Cash Equivalents: | |
Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at December 31, 2014 and December 31, 2013. | |
Accounts Receivable: | |
Accounts receivable are generated from sales of fine jewelry to retail outlets throughout the United States. At December 31, 2014 and December 31, 2013, accounts receivable were substantially comprised of balances due from retailers and from the Russian manufacturer of the jewelry that we sell to our customers in Russia. As of December 31, 2014, the Company ceased operations in Russia, and accounts receivable is comprised of balances from U.S. Customers only. | |
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. | |
An allowance for doubtful accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering the customer’s financial condition, credit history and current economic circumstance. The Company historically has been able to collect the accounts receivable balance during a period of nine months to a year. While credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. As of December 31, 2014 and 2013, the allowance for doubtful accounts was $73,804 and $305,980, respectively. | |
Concentrations of Credit Risk: | |
Cash Held in Banks: The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. | |
Accounts Receivable: The Company’s customer base is primarily comprised of balances due from retailers. Concentrations of credit risk with respect to accounts receivable is limited due to the wide variety of customers and markets into which the Company’s services are provided, as well as their dispersion across many different geographical areas. The Company has been expanding its brand into retail stores, and opened its first retail store in the fourth quarter of 2014. These sales come with a lower degree of credit risk as these sales are made by cash or credit card. As is characteristic of the Company’s business and of the jewelry industry generally, the Company extends its customers seasonal credit terms. The carrying amount of receivables approximates fair value. The Company routinely assesses the financial strength of its customers and believes its credit risk exposure on accounts receivable is limited. Based on management’s review of accounts receivable, an allowance for doubtful accounts is recorded, if appropriate. The Company does not require collateral to support these financial instruments. | |
Inventories: | |
Inventories consist primarily of finished goods, and are stated at the lower of cost or market. Cost is determined using the weighted average method, and average cost is recomputed after each inventory purchase or sale. Inventories are written down if the estimated net realizable value is less than the recorded value, if appropriate. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Company’s forecasts of future sales and age of inventory. | |
Property and Equipment: | |
Equipment is stated at cost, net of accumulated depreciation. Depreciation and amortization are provided on a straight-line basis over periods ranging from 5 to 10 years. | |
Leasehold improvements are amortized over the term of the lease or the useful life of the asset, whichever is shorter. | |
Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. | |
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statement of Operations. | |
Long-Lived Assets: | |
The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses have been recognized for the years ended December 31, 2014 and 2013, respectively. | |
Investment in Unconsolidated Affiliates: | |
The Company owns less than 20% or otherwise does not exercise significant influence, are stated at cost. At December 31, 2014 and December 31, 2013, the Company had an investment in which the Company owned less than 1% interest in an unconsolidated affiliate and therefore the investment is carried at cost. | |
Deferred Financing Costs: | |
Certain costs associated with financing activities related to the issuance of equity securities are deferred. These costs consist primarily of legal, banking and other professional fees related to the transactions. Deferred financing costs are amortized over the life of the related debt. | |
Equity-Based Compensation: | |
The Company accounts for equity based compensation transactions with employees under the provisions of ASC Topic No. 718, “Compensation: Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stocks, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of Topic No. 718. | |
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. | |
Advertising and Promotional Costs: | |
Advertising and promotional costs are expensed as incurred and are recorded as part of Selling, General and Administrative Expenses in the Statement of Operations. The total cost for the years ended December 31, 2014 and 2013, was approximately $186,277 and $231,284, respectively. | |
Net (Loss) Income per Common Share: | |
Basic net (loss) income per share attributable to common stockholders is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, including common stock equivalents, such as stock options and warrants using the treasury stock method. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period and excludes the anti-dilutive effects of common stock equivalents. | |
New Accounting Pronouncements: | |
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements. | |
Subsequent Events: | |
The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2014 through the issuance of the accompanying financial statements. |
Basic_and_Diluted_Income_loss_
Basic and Diluted Income (loss) Per Share Disclosure | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Basic and Diluted Income (loss) Per Share Disclosure | Note 3. Basic and Diluted Income (Loss) Per Share | ||||||
Net loss per share has been computed according to FASB ASC 260, “Earnings per Share,” which requires a dual presentation of basic and diluted earnings (loss) per share (“EPS”). Basic EPS represents net loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS reflects the potential dilution that could occur if securities, including warrants and options, were converted into common stock. The dilutive effect of outstanding warrants, options, and/or conversions is reflected in earnings per share by use of the treasury stock method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise. For the years ended December 31. 2014 and 2013, basic net loss per share equaled the diluted loss per share, since the effect of shares potentially issuable upon exercise or conversion was anti-dilutive. For the years ended December 31, 2014 and 2013, 8,045,137 and 501,299 shares, respectively, issuable upon the conversion of convertible debt were not included in the computation of diluted net loss because their inclusion would be anti-dilutive. | |||||||
December 31, | December 31, | ||||||
2014 | 2013 | ||||||
Basic net loss per share computation: | |||||||
Net loss | $ | -1,520,761 | $ | -835,740 | |||
Weighted-average common shares outstanding | 5,209,293 | 1,161,532 | |||||
Basic net loss per share | $ | -0.29 | $ | -0.72 | |||
Diluted net loss per share computation: | |||||||
Net loss | $ | -1,520,761 | $ | -835,740 | |||
Weighted-average common shares outstanding: | 5,209,293 | 1,161,532 | |||||
Incremental shares attributable to the assumed exercise of | -- | -- | |||||
outstanding stock options and warrants | |||||||
Total adjusted weighted-average shares | 5,209,293 | 1,161,532 | |||||
Diluted net loss per share | $ | -0.29 | $ | -0.72 |
Property_and_Equipment_Disclos
Property and Equipment Disclosure | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Notes | ||||||||
Property and Equipment Disclosure | Note 4. Property and Equipment | |||||||
Property and equipment consists of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Leasehold improvements | $ | 310,976 | $ | 7,781 | ||||
Office and equipment | 548,376 | 416,445 | ||||||
Selling equipment | 8,354 | 8,354 | ||||||
Furniture and fixtures | 18,487 | 18,487 | ||||||
Total at cost | 886,193 | 451,067 | ||||||
Less: Accumulated depreciation & amortization | -358,362 | -326,143 | ||||||
$ | 527,831 | $ | 124,924 | |||||
Depreciation and amortization expense related to the assets above for the years ended December 31, 2014 and 2013 was $32,219 and $18,836, respectively. |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities Disclosure | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Notes | ||||||||
Accounts Payable and Accrued Liabilities Disclosure | Note 5. Accounts Payable and Accrued Liabilities | |||||||
Accounts payable and accrued liabilities consist of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accounts payable | $ | 112,649 | $ | 45,766 | ||||
Accrued interest | 3,616 | 22,385 | ||||||
Accrued salaries and wages | 130,391 | 51,182 | ||||||
$ | 246,656 | $ | 119,333 | |||||
Accrued salaries and wages include amounts due to an officer of the Company in the amounts of $130,391 and $50,000 for the periods ended December 31, 2014 and 2013, respectively. |
Related_Party_Disclosure
Related Party Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Related Party Disclosure | Note 6. Related Party |
Advances from Stockholder and Accrued Interest | |
The Company receives periodic advances from its principal stockholder based upon the Company’s cash flow needs. At December 31, 2014 and December 31, 2013, $224,124 and $153,550, respectively, was due to the shareholder, including accrued interest. Interest expense is accrued at an average annual market rate of interest which was 3.15% at December 31, 2014 and December 31, 2013, respectively. Interest expense due to shareholder was $6,764 and $5,531 for the years ended December 31, 2014 and 2013, respectively. Accrued interest was $49,658 and $42,895 at December 31, 2014 and 2013, respectively. No terms for repayment have been established. As a result, the amount is classified as a Current Liability. | |
Employment Agreement | |
Effective February 28, 2010, the Company entered into an employment agreement with its CEO. The agreement, which is for a five year term, provides for an initial base salary of $175,000 per year with a 3% annual increase thereafter (the “Base Salary”). The CEO is also entitled to certain bonuses based on net profits before taxes and other customary benefits, as defined in the agreement. In addition, since it is understood that the Company is employing the CEO during a time of economic decline throughout the U.S. and at times and from time to time, the Company may not be in a position to pay the full amount of Base Salary owed the CEO it is understood and agreed to by the Board, that as long as the Company is unable to pay the CEO the full amount of his Base Salary that the Board shall issue to him, from time to time, an amount of shares that will allow him to remain in possession of fifty-one percent (51%) of the Company’s then outstanding shares of common stock. Such issuances shall be made to the CEO at any time when his total share holdings are reduced to an amount less than fifty-one percent (51%) as a result of issuance of shares of common stock made on behalf of the Company. The CEO waived the 3% annual increase for 2011. | |
Effective September 1, 2011, the Company and CEO entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) which primarily retains the term and compensation of the original agreement. The Amended Agreement, however, removes the section which previously provided for the issuance of Company common stock to the CEO, from time to time, when the Company is unable to pay the CEO the full amount of his Base Salary (as defined in the Amended Agreement) which would allow the CEO to maintain a fifty-one percent (51%) share of the Company’s outstanding common stock. However, the CEO does have the right to request all or a portion of his unpaid Base Salary be paid with the Company’s restricted common stock. In addition, the Amended Agreement provides for the issuance of 51 shares of newly authorized Series A Preferred Stock to be issued to the CEO. As defined in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock, each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company. Effective November 3, 2011, the CEO notified the Company that for the one year period, retroactive from April 1, 2011, through December 31, 2012, he would reduce his Base Salary to $100,000. The reduction in base compensation was subsequently extended to December 31, 2013. The CEO is currently deferring a portion of his salary to conserve cash. Deferred wages due to the CEO amounted to $130,391 and $50,000 for the periods ended December 31, 2014 and December 31, 2013, respectively. |
Bank_Lines_of_Credit_Disclosur
Bank Lines of Credit Disclosure | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Notes | |||||||
Bank Lines of Credit Disclosure | Note 7. Bank Lines of Credit | ||||||
A summary of the Company’s credit facilities is as follows: | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Various unsecured Credit Cards, minimum payment of | $ | 273,132 | $ | 164,212 | |||
principal and interest are due monthly at the credit card’s | |||||||
annual interest rate. At December 31, 2014 and 2013, the | |||||||
interest rates ranged from 3.99% to 15.9%. | |||||||
Current maturities included in current liabilities | $ | 273,132 | $ | 164,212 | |||
The Company’s CEO and majority shareholder also serves as a guarantor of the Company’s debt. |
Convertible_Debt_Disclosure
Convertible Debt Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Convertible Debt Disclosure | Note 8. Convertible Debt |
Asher | |
On July 9, 2013, the Company issued an 8% convertible note (the “July 9 Note”) in the amount of $68,750 to Asher Enterprises, Inc. (“Asher”). The principal and accrued interest is payable on February 1, 2014, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion During the year ended December 31, 2013, the total principal amount of $68,750 was converted into 148,280,155 shares of common stock. | |
On July 1, 2013, the Company issued an 8% convertible note in the amount of $100,000 to Asher Enterprises, Inc. (“Asher”). The principal and accrued interest is payable on March 26, 2014, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2014, the total principal amount of $100,000 and accrued interest was converted into 808,000 shares of common stock. The outstanding balances at December 31, 2014 and December 31, 2013 were $-0- and $100,000, respectively, with accrued interest of $4,011 at December 31, 2013. | |
On April 22, 2013, the Company issued an 8% convertible note (the “April 22 Note”) in the amount of $42,500 to Asher. The principal and accrued interest is payable on January 25, 2014, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2013, the total principal amount of $42,500 and accrued interest of $1,700 was converted into 263,421,053 shares of common stock. | |
On March 4, 2013, the Company issued an 8% convertible note (the “March 4 Note”) in the amount of $53,000 to Asher. The principal and accrued interest is payable on December 6, 2013, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2013, the total principal amount of $53,000 and accrued interest of $2,120 was converted into 231,000,000 shares of common stock. | |
On September 7, 2012, the Company issued an 8% convertible note (the “September 7 Note”) in the amount of $32,500 to Asher. The principal and accrued interest is payable on June 11, 2013, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2013, the total principal amount of $32,500 and accrued interest of $1,300 was converted into 96,288,083 shares of common stock. | |
On August 6, 2012, the Company issued an 8% convertible note (the “August 6 Note”) in the amount of $37,500 to Asher. The principal and accrued interest is payable on May 8, 2013, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2013, the total principal of $37,500 and $1,500 of accrued interest was converted into 71,410,256 shares of common stock. | |
On July 10, 2012, the Company issued an 8% convertible note (the “July 10 Note”) in the amount of $32,500 to Asher. The principal and accrued interest is payable on April 12, 2013, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2013, the principal of $32,500 and $1,300 of accrued interest was converted into 56,661,616 shares of common stock | |
On June 7, 2012, the Company issued an 8% convertible note (the “June 7 Note”) in the amount of $37,500 to Asher. The principal and accrued interest is payable on March 11, 2013, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the three lowest trading prices of the stock during the ten day trading period ending one day prior to the date of conversion. During the year ended December 31, 2012, the principal amount of $36,000 was converted into 36,060,606 shares of common stock. During the year ended December 31, 2013, the remaining principal of $10,500 and $1,500 of accrued interest was converted into 18,750,000 shares of common stock. | |
Asher is entitled to have all shares issued upon conversion of the above notes listed upon each national securities exchange or other automated quotation system, if any, upon which shares of the Company’s common stock are then listed. | |
Hanover Group, LLC | |
On July 25, 2012, the Company issued a 12% convertible note (the “July 25 Note #12”) in the amount of $26,000 to Hanover Holdings I, LLC (“Hanover”). The principal and accrued interest is payable on or before July 25, 2013. The note is convertible by Ha.nover at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the stock price for the three days prior to the date of conversion. During the year ended December 31, 2013, the total principal of $26,000 and accrued interest of $1,746 was converted into 62,626,472 shares of common stock. | |
On August 29, 2012, the Company issued a 12% convertible note (the “August 29 Note”) in the amount of $9,000 to Hanover. The principal and accrued interest is payable on or before August 29, 2013. The note is convertible by Hanover at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 60% of the average of the stock price for the three days prior to the date of conversion. During the year ended December 31, 2013, the principal of $9,000 and $540 of accrued interest was converted into 26,500,000 shares of common stock. | |
Panache Capital, LLC/WHC Capital, LLC | |
On November 7, 2012, the Company issued a 10% convertible note (the “November 7 Note”) in the amount of $31,982 to Panache Capital, LLC (“Panache”) in exchange for the account payable. The principal and accrued interest is payable on or before October 24, 2013. The note is convertible by Panache at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 40% of the average of the three lowest stock prices for the ten days prior to the date of conversion. During the year ended December 31, 2012, $31,702 of principal was converted into 30,558,000 shares of common stock. During the year ended December 31, 2013, the remaining principal of $280 and $182 of accrued interest was converted into 721,266 shares of common stock. | |
On November 6, 2012, the Company issued a 10% convertible note (the “November 6 Note”) in the amount of $13,000 to Panache. The principal and accrued interest is payable on or before October 24, 2013. The note is convertible by Panache at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 40% of the average of the three lowest stock prices for the ten days prior to the date of conversion. During the year ended December 31, 2013, the total principal of $13,000 was converted into 8,031,059 shares of common stock. | |
JSJ | |
On October 3, 2012, the Company issued a 10% convertible note (the “October 3 Note”) in the amount of $30,000 to JSJ Investment, Inc. (“JSJ”) The principal and accrued interest is payable on or before October 3, 2013. The note is convertible by JSJ at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 65% of the average of the three lowest days during the ten day trading period prior to the date of conversion. During the year ended December 31, 2013, the total principal of $30,000 was converted into 46,758,910 shares of common stock. | |
Auctus Private Equity Fund, LLC | |
On August 19, 2013, the Company issued an 8% convertible note (the “August 19 Note”) in the amount of $50,000 to Auctus Private Equity Fund, LLC (“Auctus”). The principal and accrued interest is payable on or before May 19, 2014. The note is convertible by Auctus at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 62.5% of the average of the two days during the ten day trading period prior to the date of conversion. During the year ended December 31, 2014, principal of $50,000 and accrued interest of $2,437 was converted into 273,510 shares of common stock. The outstanding balances at December 31, 2014 and December 31, 2013 were $-0- and $50,000, respectively, with accrued interest of $1,458 at December 31, 2013. | |
In October 5, 2012, the Company issued an 8% convertible note (the “October 5 Note”) in the amount of $36,750 to Auctus. The principal and accrued interest is payable on or before July 5, 2013. The note is convertible by Auctus at any time after the six month anniversary of the issue date and by the Company at any time after issue with conversion periods as defined in the agreement. The note is convertible into shares of the Company’s common stock at a price of 62.5% of the average of the two days during the ten day trading period prior to the date of conversion. During year ended December 31, 2013, principal of $36,750 was converted into 68,483,520 shares of common stock. | |
Fife/Typenex | |
In December 2012, the Company entered into a $325,000 convertible note (the “December 12, 2012 Note #21”) consisting of three tranches to be drawn down with the first tranche totaling $125,000, including $25,000 in loan costs and an additional two tranches totaling $200,000. The note bears a 5% annual interest rate and matures eighteen months from the issuance. The note is convertible into common shares of the Company based on 70% of the average of the 3 lowest closing prices of the common stock for the proceeding 15 consecutive trading days immediately prior to the conversion. During 2013, the conversion price was fixed at $0.005 per share. As of December 31, 2012, the Company drew down the first tranche totaling $125,000. On February 11, 2013, April 5, 2013, April 23, 2013, and July 1, 2013, the Company drew down an additional $250,000. During the year ended December 31, 2013, principal of $237,518 and accrued interest was converted into 786,866 shares of common stock. During the year ended December 31, 2014, the Company drewdown an additional $314,703. During the year ended December 31, 2014, principal of $104,235 and accrued interest of $36,335 was converted into 2,533,411 shares of common stock. The outstanding balances at December 31, 2014 and December 31, 2013 were $340,287 and $129,819, respectively, with accrued interest of $1,966 and $14,033 at December 31, 2014 and December 31, 2013, respectively. | |
On June 5, 2014, the Company, Fife, Typenex and Iliad Research and Trading, LLP (“Iliad”) entered into an Assignment and Assumption Agreement and Note Purchase Agreement (the “Note Purchase Agreement”) whereby Iliad acquired all of Fife and Typenex’s right, title, obligations and interest in, to and arising under the Company Notes (as defined in the Note Purchase Agreement) and the Note Purchase Documents (as defined in the Note Purchase Agreement). | |
On October 17, 2014, the Company entered into a financing arrangement with Illiad to provide additional financing in the amount of up to $450,000 through the issuance of a Secured Convertible Promissory Note (“Note”). The Company agreed to cover the Lender’s legal, accounting and other related fees in the amount of $5,000, which is included in the principal balance of the Note. The Note will accrue interest at the rate of 8% per annum until the Note is paid in full. Monies are to be drawn in 8 tranches with the initial Tranche in the amount of $105,000, and the remaining balance of $350,000 in 7 tranches of $50,000 each. The Company drewdown the initial tranche on October 17, 2014. The Note has a maturity date of July 17, 2016. | |
Beginning six months after October 17, 2014 and on the same day each month thereafter, the Company shall make an installment payment, based upon the unpaid balance. Payments may be made in cash or by converting the installment amount into shares of the Company’s Common Stock. The conversion price is the lesser of $0.0005 per share and 67.5% of the average of the three lowest closing bid prices in the 15 trading days immediately preceding the conversion. The Company has the right to prepay the Note at 135% of the outstanding balance at the time of prepayment. | |
Lucosky Brookman | |
In November 2014, the Company converted a portion of its outstanding accounts payable for legal services to Lucosky Brookman into two convertible promissory notes in the aggregate amount of $63,275. These are demand notes and accrue interest at the rate of 10% on the outstanding balance. The notes are convertible into common shares of the Company based on 65% of the average ten trading days closing bid price during the preceding 10 consecutive trading days immediately prior to the conversion. There were no conversions during the year ended December 31, 2014. The outstanding balance at December 31, 2014 was $63,275 and accrued interest was $650. |
Derivative_Liability_Disclosur
Derivative Liability Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Derivative Liability Disclosure | Note 9. Derivative Liability |
The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. Amortization of debt discount amounted to $113,649 for the year ended December 31, 2014 as compared to $470,502 for the year ended December 31, 2013. The derivative liability is revalued each reporting period using the Black-Scholes model. Convertible debt as of December 31, 2014 and 2013 was $503,571 and $279,818, respectively, and are shown net of debt discount in the amounts of $58,002 and $108,375, respectively. As of December 31, 2014 and 2013, the derivative liability was $140,307 and $57,882, respectively. | |
The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note and at December 31, 2014: | |
Stock Price - The Stock Price was based on the average closing price of the Company’s stock as of the Valuation Date. Stock Prices were $0.034 at November 24, 2014, the date of issuance and $0.0179 at December 31, 2014. | |
Variable Conversion Prices - The conversion price was based on 65% of the average closing price of the Company’s common stock for the previous 10 trading days prior to the conversion date or $.0186 at November 24, 2014 and $.0079 at December 31, 2014. | |
Time to Maturity - The time to maturity was determined based on the length of time between the Valuation Date and the maturity of the debt. Time to maturity was 12 months for the outstanding derivative. | |
Risk Free Rate - The risk free rate was based on the Treasury Note rate as of the Valuation Dates with a term commensurate with the remaining term of the debt. The risk free rate at November 24, 2014 was 14% and 0.25% at December 31, 2014 based on one year. | |
Volatility - The volatility was based on the historical volatility of three comparable companies as historical volatility of the Company was not useful in developing the expected volatility due to the limited trading history of its stock. The average volatility was 393% at November 24, 2014 and 412% at December 31, 2014. |
Stockholders_Equity_Disclosure
Stockholders' Equity Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Stockholders' Equity Disclosure | Note 10. Stockholders’ Equity |
The Company is authorized to issue 6,000,000,000 shares of common stock, par value $0.00001 per share and 51 shares of preferred stock, par value $0.00001 per share. At December 31, 2014 and December 31, 2013, there were 7,398,736 and 2,431,169 common shares issued and outstanding, respectively. On April 3, 2014, Bergio International, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to reduce the par value of all shares of common stock and preferred stock from $0.001 to $0.00001 per share. On February 26, 2014, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of capital stock of the Company to 6,000,000,000 shares. Effective on October 14, 2014, Bergio International, Inc. filed a Certificate of Amendment to the Certificate of Incorporation to effectuate a 1-for-1,000 reverse stock split of the Company’s common stock. All share and per share data has been adjusted to reflect such stock splits and change in par value. Effective September 1, 2011, the Company authorized and issued 51 shares of Series A Preferred Stock, par value $0.001 to its CEO . In April 2014, the Company changed its par value on its preferred stock from $0.001 to $0.00001. The Series A Preferred Stock pays no dividends and has no conversion rights. Each share of Series A Preferred Stock has voting rights such that the holder of 51 shares of Series A Preferred Stock will effectively maintain majority voting control of the Company. | |
For the year ended December 31, 2014, the Company issued the following shares of common stock: | |
1) On January 15, 2014 issued 110,951 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $16,617. | |
2) On January 24, 2014 issued 86,422 shares of common stock to Fife for conversion of its convertible debt. The shares were valued at $14,087. | |
3) On January 24, 2014 issued 145,000 shares of common stock to Asher Enterprises, Inc. for conversion of its convertible debt. The shares were valued at $20,300. | |
4) On February 4, 2014 issued 107,000 shares of common stock to Asher Enterprises, Inc. for conversion of its convertible debt. The shares were valued at $12,840. | |
5) On February 5, 2014 issued 156,667 shares of common stock to Asher Enterprises, Inc for conversion of its convertible debt. The shares were valued at $18,800. | |
6) On February 7, 2014 issued 114,500 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $16,030. | |
7) On February 14, 2014 issued 95,833 shares of common stock to Asher Enterprises, Inc for conversion of its convertible debt. The shares were valued at $11,500. | |
8) On February 21, 2014 issued 200,000 shares of common stock to Asher Enterprises, Inc for conversion of its convertible debt. The shares were valued at $24,000. | |
9) On February 26, 2014 issued 100,000 shares of common stock to Auctus Private Equity Fund, LLC for conversion of its convertible debt. The shares were valued at $14,000. | |
10) On February 26, 2014 issued 50,000 shares of common stock to Auctus Private Equity Fund, LLC for conversion of its convertible debt. The shares were valued at $8,750. | |
11) On February 26, 2014 sold 125,000 shares of common stock with warrants to Caesar Capital Group for $50,000. | |
12) On February 27, 2014 issued 103,500 shares to Asher Enterprises, Inc for conversion of its convertible debt and accrued interest. The shares were valued at $15,560. | |
13) On February 28, 2014 sold 125,000 shares of common stock with warrants to ARRG for $50,000. | |
14) On February 28, 2014 issued 102,701 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $14,738. | |
15) On March 12, 2014 issued 60,919 shares of common stock to Proteus Capital for conversion of its convertible debt. The shares were valued at $39,280. | |
16) On March 12, 2014 issued 156,396 shares of common stock to Proteus Capital for conversion of its convertible debt. The shares were valued at $18,768. | |
17) On March 12, 2014 issued 80,000 shares of common stock to TCA Global Credit Master Fund, LP Fife for financial services. The shares were valued at $56,000. | |
18) On March 13, 2014 issued 42,034 shares of common stock to Fife for conversion of its convertible debt. The shares were valued at $18,069. | |
19) On March 26, 2014 issued 181,279 shares of common stock to Typenex for conversion of its convertible debt and accrued interest. The shares were valued at $49,320. | |
20) On April 10, 2014 issued 85,000 shares of common stock to TCA Global Credit Master Fund, LP Fife for financial services. The shares were valued at $51,000. | |
21) On April 22, 2014 issued 53,571 shares of common stock to Auctus Private Equity Fund, LLC for conversion of its convertible debt. The shares were valued at $15,000. | |
22) On April 18, 2014 issued 125,000 shares of common stock to LucoskyBrookman for legal services. The shares were valued at $50,000. | |
23) On May 15, 2014 issued 69,939 shares of common stock to Auctus Private Equity Fund, LLC for conversion of its convertible debt and accrued interest. The shares were valued at $14,687. | |
24) On May 22, 2014 issued 147,622 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $31,001. | |
25) On June 18, 2014 issued 100,000 shares of common stock to TCA Global Credit Master Fund, LP for financial services. The shares were valued at $30,000. | |
26) On June 23, 2014 issued 217,918 shares of common stock to Typenex Fife for conversion of its convertible debt and accrued interest. The shares were valued at $29,419. | |
27) On July 24, 2014 issued 294,118 shares of common stock to Typenex Fife for conversion of its convertible debt and accrued interest. The shares were valued at $20,000. | |
28) On August 4, 2014 issued 100,000 shares of common stock to TCA Global Credit Master Fund, LP for financial services. The shares were valued at $18,750. | |
29) On August 7, 2014 issued 161,900 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $11,333. | |
30) On October 23, 2014 issued 575,000 shares of common stock to Typenex for conversion of its convertible debt and accrued interest. The shares were valued at $5,499. | |
31) On November 13, 2014 issued 550,000 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $5,454. | |
32) On December 2, 2014 issued 350,000 shares of common stock to LucoslyBrookman for conversion of accounts payable in the amount of $2,246. | |
For the year ended December 31, 2013, the Company issued the following shares of common stock: | |
1) 885,811,163 shares of common stock to Asher for conversion of its convertible debt and accrued interest. The shares were valued at $286,670. | |
2) 68,483,520 shares of common stock to Auctus for conversion of its convertible debt. The shares were valued at $26,510. | |
3) 704,327,513 shares of common stock to Fife for conversion of its convertible debt and accrued interest. The shares were valued at $225,282. | |
4) 89,126,472 shares of common stock to Hanover for conversion of its convertible debt and accrued interest. The shares were valued at $37,286. | |
5) 46,758,910 shares of common stock to JSJ for conversion of its convertible debt. The shares were valued at $30,000. | |
6) 721,266 shares of common stock to Panache for conversion of its convertible debt. The shares were valued at $462. | |
7) 82,538,629 shares of common stock to Proteus Capital for conversion of its convertible debt and accrued interest. The shares were valued at $39,280. | |
8) 147,150,196 shares of common stock to TCA Global for conversion of its convertible debt and accrued interest. The shares were valued at $182,290. | |
9) 8,031,059 shares of common stock to WHC Capital, LLC (“WHC Capital”) for conversion of its convertible debt. The shares were valued at $13,000. | |
10) 33,000,000 shares of common stock for legal fees:. These shares were valued at $63,016. | |
11) 3,250,000 shares of common stock for financial services. These shares were valued at $3,900. |
Income_Taxes_Disclosure
Income Taxes Disclosure | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Notes | ||||||||
Income Taxes Disclosure | Note 11. Income Taxes | |||||||
The components of the Company’s deferred taxes at December 31, 2014 and 2013 are as follows: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 1,230,700 | $ | 701,518 | ||||
Startup costs | 11,857 | 13,073 | ||||||
Accounts receivable reserves | 29,485 | 122,239 | ||||||
Deferred compensation | 49,898 | 19,975 | ||||||
Depreciation | 12,832 | -27,203 | ||||||
Deferred tax asset | 1,334,772 | 829,602 | ||||||
Less valuation allowance | -1,334,772 | -829,602 | ||||||
Deferred tax asset, net | $ | -- | $ | -- | ||||
The recognized deferred tax asset is based upon the expected utilization of its benefit from future taxable income. At December 31, 2014, the Company had approximately $2,862,000 of federal net operating tax loss carryforwards expiring at various dates through 2033. The Tax Reform Act of 1986 enacted a complex set of rules which limits a company's ability to utilize net operating loss carryforwards and tax credit carryforwards in periods following an ownership change. These rules define an ownership change as a greater than 50 percent point change in stock ownership within a defined testing period which is generally a three-year period. As a result of stock which may be issued by us from time to time and the conversion of warrants, options or the result of other changes in ownership of our outstanding stock, the Company may experience an ownership change and consequently our utilization of net operating loss carryforwards could be significantly limited. | ||||||||
Based upon the net losses historically incurred and, the prospective global economic conditions, management believes that it is not more likely than not that the deferred tax asset will be realized and has provided a valuation allowance of 100% of the deferred tax asset. | ||||||||
A reconciliation of the income tax (benefit) provision at the statutory Federal tax rate of 34% to the income tax (benefit) provision recognized in the financial statements is as follows: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
U.S. statutory rate | -34% | -34% | ||||||
Income tax expenses - state and local, net of federal benefit | 6% | 6% | ||||||
Change in valuation allowance | 28% | 28% | ||||||
Effective tax rate | -- | -- |
Commitments_Disclosure
Commitments Disclosure | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Notes | ||||
Commitments Disclosure | Note 12. Commitments | |||
The Company leases certain office and manufacturing facilities and equipment. The Company’s office and manufacturing facilities are currently leased on a month to month basis at $1,100 per month. | ||||
The Company also leases retail space for its store in Closter, NJ for approximately $1,500 per month. | ||||
In addition, the Company has agreements to lease equipment for use in the operations of the business under operating leases. | ||||
The following is a schedule of approximate future minimum rental payments for operating leases subsequent to the year ended December 31, 2014. | ||||
Years Ended December 31, | ||||
2015 | $ | 14,400 | ||
2016 | 15,000 | |||
2017 | 15,300 | |||
2018 | 15,900 | |||
2019 | 5,400 | |||
$ | 66,000 | |||
Rent expense for the Company's operating leases for year ended December 31, 2014 and 2013 amounted to approximately $21,735 and $13,200, respectively. |
Litigation_Disclosure
Litigation Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Litigation Disclosure | Note 13. Litigation |
The Company is currently not involved in any litigation that it believes could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. |
Significant_Customer_Concentra
Significant Customer Concentrations | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Significant Customer Concentrations | Note 14. Significant Customer Concentrations |
During the year ended December 31, 2014, the Company had no single customer that accounted for over 5% or more of our annual sales. | |
During the year ended December 31, 2013, the Company had two customers, Funicelli (7.6%) and Sarkin Nourian (7.7%) accounting for over 5% or more of our annual sales. | |
Sales to customers in Russia represented 55.9% and 36.1% of total sales for the years ended December 31, 2014 and 2013, respectively. The Company has no other sales outside the U.S. As of October 1, 2014, the Company ceased operations in Russia due to the economic, currency and political condition in Russia, and to concentrate on its domestic operations and the duty free industry, which is a $60 billion industry worldwide. | |
All of our sales are generated from our customer base of approximately 50 customers. | |
As of December 31, 2014 two customers represented 60.1% and 13.7%, respectively, of the Company’s net accounts receivable. As of December 31, 2013, one individual customer represented 21% of the Company’s outstanding accounts receivable. No other customer has a balance over 10% of the Company’s outstanding accounts receivable. |
Fair_Value_Measurements_Disclo
Fair Value Measurements Disclosure | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Notes | ||||||||||||||||||
Fair Value Measurements Disclosure | Note 15. Fair Value Measurements | |||||||||||||||||
FASB ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements. | ||||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | ||||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | ||||||||||||||||||
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | ||||||||||||||||||
Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | ||||||||||||||||||
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | ||||||||||||||||||
The valuation techniques that may be used to measure fair value are as follows: | ||||||||||||||||||
Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities | ||||||||||||||||||
Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method | ||||||||||||||||||
Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost) | ||||||||||||||||||
The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility have variable rates that reflect currently available terms and conditions for similar debt. | ||||||||||||||||||
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | ||||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2014 and December 31, 2013. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | ||||||||||||||||||
31-Dec-14 | Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | - | $ | 140,307 | $ | - | $ | 140,307 | ||||||||||
Total liabilities | $ | - | $ | 140,307 | $ | - | $ | 140,307 | ||||||||||
31-Dec-13 | Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | - | $ | 57,882 | $ | - | $ | 57,882 | ||||||||||
Total Liabilities | $ | - | $ | 57,882 | $ | - | $ | 57,882 | ||||||||||
In addition, the FASB issued, “The Fair Value Option for Financial Assets and Financial Liabilities. This guidance expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments. | ||||||||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Subsequent Events | Note 16. Subsequent Events |
In February 2015, the Company issued 800,000 shares of common stock to Iliad for conversion of convertible debt. | |
On February 4, 2015, the Company issued an 8% convertible note to KBM Worldwide, Inc. in the amount of $54,000. The note is convertible, at the option of the Company, at any time after the six month anniversary. The note is convertible into common stock at a price that is the greater of $0.00009 or 60% of the average three lowest stock prices for the ten trading days prior to the date of conversion. | |
On February 11, 2015, the Company issued an 8% convertible note to VIS Vires Group, Inc. in the amount of $38,000. The note is convertible, at the option of the Company, at any time after the six month anniversary. The note is convertible into common stock at a price that is the greater of $0.00009 or 60% of the average three lowest stock prices for the ten trading days prior to the date of conversion. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Principles of Consolidation | Principles of Consolidation: |
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Use of Estimates | Use of Estimates: |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Risks and Uncertainties, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Risks and Uncertainties, Policy | Risks and Uncertainties: |
The Company’s operations are subject to a number of risks, including but not limited to changes in the general economy, demand for the Company’s products, and the success of its customers. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Revenue Recognition | Revenue Recognition: |
Revenues are recognized at the time of shipment with the price to the buyer being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. | |
Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: |
The Company estimates that the fair value of all financial instruments at December 31, 2014 and, 2013, as defined in Financial Accounting Standards Board (“FASB”) ASC 825 “Financial Instruments”, does not differ materially, except for the items discussed below, from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. | |
The carrying amounts reported in the balance sheets as of December 31, 2014 and 2013 for cash, accounts receivable, inventories and accounts payable and loans payable approximate the fair value because of the immediate or short-term maturity of these financial instruments. Each reporting period we evaluate market conditions including available interest rates, credit spreads relative to our credit rating and liquidity in estimating the fair value of our debt. After considering such market conditions, we estimate that the fair value of debt approximates its carrying value. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Accounting For Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Accounting For Income Taxes | Accounting for Income Taxes: |
The Company accounts for income taxes using the asset and liability method described in FASB ASC 740, “Income Taxes”. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized for financial reporting purposes but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized. | |
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Income Tax Uncertainties (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Income Tax Uncertainties | Income Tax Uncertainties: |
The Company accounts for uncertainties in income taxes under ASC 740-10-50 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. The implementation of ASC 740-10 had no impact on the Company’s results of operations or financial position. | |
Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. | |
Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31, 2014 and 2013, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2014 and 2013. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents: |
Cash equivalents are comprised of certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents on hand at December 31, 2014 and December 31, 2013. |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies: Accounts Receivable, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Accounts Receivable, Policy | Accounts Receivable: |
Accounts receivable are generated from sales of fine jewelry to retail outlets throughout the United States. At December 31, 2014 and December 31, 2013, accounts receivable were substantially comprised of balances due from retailers and from the Russian manufacturer of the jewelry that we sell to our customers in Russia. As of December 31, 2014, the Company ceased operations in Russia, and accounts receivable is comprised of balances from U.S. Customers only. | |
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. | |
An allowance for doubtful accounts is provided against accounts receivable for amounts management believes may be uncollectible. The Company determines the adequacy of this allowance by regularly reviewing the composition of its accounts receivable aging and evaluating individual customer receivables, considering the customer’s financial condition, credit history and current economic circumstance. The Company historically has been able to collect the accounts receivable balance during a period of nine months to a year. While credit losses have historically been within the Company’s expectation and the provision established, the Company cannot guarantee that this will continue. As of December 31, 2014 and 2013, the allowance for doubtful accounts was $73,804 and $305,980, respectively. |
Recovered_Sheet1
Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Concentrations of Credit Risk | Concentrations of Credit Risk: |
Cash Held in Banks: The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts. | |
Accounts Receivable: The Company’s customer base is primarily comprised of balances due from retailers. Concentrations of credit risk with respect to accounts receivable is limited due to the wide variety of customers and markets into which the Company’s services are provided, as well as their dispersion across many different geographical areas. The Company has been expanding its brand into retail stores, and opened its first retail store in the fourth quarter of 2014. These sales come with a lower degree of credit risk as these sales are made by cash or credit card. As is characteristic of the Company’s business and of the jewelry industry generally, the Company extends its customers seasonal credit terms. The carrying amount of receivables approximates fair value. The Company routinely assesses the financial strength of its customers and believes its credit risk exposure on accounts receivable is limited. Based on management’s review of accounts receivable, an allowance for doubtful accounts is recorded, if appropriate. The Company does not require collateral to support these financial instruments. |
Recovered_Sheet2
Summary of Significant Accounting Policies: Inventories, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Inventories, Policy | Inventories: |
Inventories consist primarily of finished goods, and are stated at the lower of cost or market. Cost is determined using the weighted average method, and average cost is recomputed after each inventory purchase or sale. Inventories are written down if the estimated net realizable value is less than the recorded value, if appropriate. The Company reviews the carrying cost of inventories by product to determine the adequacy of reserves for obsolescence. In accounting for inventories, the Company must make estimates regarding the estimated realizable value of inventory. The estimate is based, in part, on the Company’s forecasts of future sales and age of inventory. |
Recovered_Sheet3
Summary of Significant Accounting Policies: Property and Equipment, Note (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Property and Equipment, Note | Property and Equipment: |
Equipment is stated at cost, net of accumulated depreciation. Depreciation and amortization are provided on a straight-line basis over periods ranging from 5 to 10 years. | |
Leasehold improvements are amortized over the term of the lease or the useful life of the asset, whichever is shorter. | |
Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. | |
When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is included in the Statement of Operations. |
Recovered_Sheet4
Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Long-lived Assets | Long-Lived Assets: |
The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses have been recognized for the years ended December 31, 2014 and 2013, respectively. |
Recovered_Sheet5
Summary of Significant Accounting Policies: Investment in Unconsolidated Affiliates (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Investment in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates: |
The Company owns less than 20% or otherwise does not exercise significant influence, are stated at cost. At December 31, 2014 and December 31, 2013, the Company had an investment in which the Company owned less than 1% interest in an unconsolidated affiliate and therefore the investment is carried at cost. |
Recovered_Sheet6
Summary of Significant Accounting Policies: Deferred Financing Costs, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Deferred Financing Costs, Policy | Deferred Financing Costs: |
Certain costs associated with financing activities related to the issuance of equity securities are deferred. These costs consist primarily of legal, banking and other professional fees related to the transactions. Deferred financing costs are amortized over the life of the related debt. |
Recovered_Sheet7
Summary of Significant Accounting Policies: Equity-based Compensation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Equity-based Compensation, Policy | Equity-Based Compensation: |
The Company accounts for equity based compensation transactions with employees under the provisions of ASC Topic No. 718, “Compensation: Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stocks, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of Topic No. 718. | |
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. |
Recovered_Sheet8
Summary of Significant Accounting Policies: Advertising and Promotional Costs, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Advertising and Promotional Costs, Policy | Advertising and Promotional Costs: |
Advertising and promotional costs are expensed as incurred and are recorded as part of Selling, General and Administrative Expenses in the Statement of Operations. The total cost for the years ended December 31, 2014 and 2013, was approximately $186,277 and $231,284, respectively. |
Recovered_Sheet9
Summary of Significant Accounting Policies: Net (loss) Income Per Common Share, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Net (loss) Income Per Common Share, Policy | Net (Loss) Income per Common Share: |
Basic net (loss) income per share attributable to common stockholders is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, including common stock equivalents, such as stock options and warrants using the treasury stock method. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period and excludes the anti-dilutive effects of common stock equivalents. |
Recovered_Sheet10
Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
New Accounting Pronouncements | New Accounting Pronouncements: |
No recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements. |
Recovered_Sheet11
Summary of Significant Accounting Policies: Subsequent Events, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Subsequent Events, Policy | Subsequent Events: |
The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2014 through the issuance of the accompanying financial statements. |
Basic_and_Diluted_Income_loss_1
Basic and Diluted Income (loss) Per Share Disclosure: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Earnings Per Share, Basic and Diluted | |||||||
December 31, | December 31, | ||||||
2014 | 2013 | ||||||
Basic net loss per share computation: | |||||||
Net loss | $ | -1,520,761 | $ | -835,740 | |||
Weighted-average common shares outstanding | 5,209,293 | 1,161,532 | |||||
Basic net loss per share | $ | -0.29 | $ | -0.72 | |||
Diluted net loss per share computation: | |||||||
Net loss | $ | -1,520,761 | $ | -835,740 | |||
Weighted-average common shares outstanding: | 5,209,293 | 1,161,532 | |||||
Incremental shares attributable to the assumed exercise of | -- | -- | |||||
outstanding stock options and warrants | |||||||
Total adjusted weighted-average shares | 5,209,293 | 1,161,532 | |||||
Diluted net loss per share | $ | -0.29 | $ | -0.72 |
Property_and_Equipment_Disclos1
Property and Equipment Disclosure: Schedule of Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Tables/Schedules | ||||||||
Schedule of Property and Equipment | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Leasehold improvements | $ | 310,976 | $ | 7,781 | ||||
Office and equipment | 548,376 | 416,445 | ||||||
Selling equipment | 8,354 | 8,354 | ||||||
Furniture and fixtures | 18,487 | 18,487 | ||||||
Total at cost | 886,193 | 451,067 | ||||||
Less: Accumulated depreciation & amortization | -358,362 | -326,143 | ||||||
$ | 527,831 | $ | 124,924 |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Tables/Schedules | ||||||||
Schedule of Accounts Payable and Accrued Liabilities | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accounts payable | $ | 112,649 | $ | 45,766 | ||||
Accrued interest | 3,616 | 22,385 | ||||||
Accrued salaries and wages | 130,391 | 51,182 | ||||||
$ | 246,656 | $ | 119,333 |
Bank_Lines_of_Credit_Disclosur1
Bank Lines of Credit Disclosure: Schedule of Line of Credit Facilities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Line of Credit Facilities | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Various unsecured Credit Cards, minimum payment of | $ | 273,132 | $ | 164,212 | |||
principal and interest are due monthly at the credit card’s | |||||||
annual interest rate. At December 31, 2014 and 2013, the | |||||||
interest rates ranged from 3.99% to 15.9%. | |||||||
Current maturities included in current liabilities | $ | 273,132 | $ | 164,212 |
Income_Taxes_Disclosure_Schedu
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Tables/Schedules | |||||||
Schedule of Deferred Tax Assets | |||||||
December 31, | December 31, | ||||||
2014 | 2013 | ||||||
Deferred tax assets: | |||||||
Net operating loss carryforwards | $ | 1,230,700 | $ | 701,518 | |||
Startup costs | 11,857 | 13,073 | |||||
Accounts receivable reserves | 29,485 | 122,239 | |||||
Deferred compensation | 49,898 | 19,975 | |||||
Depreciation | 12,832 | -27,203 | |||||
Deferred tax asset | 1,334,772 | 829,602 | |||||
Less valuation allowance | -1,334,772 | -829,602 | |||||
Deferred tax asset, net | $ | -- | $ | -- |
Income_Taxes_Disclosure_Schedu1
Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Tables/Schedules | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
U.S. statutory rate | -34% | -34% | ||||||
Income tax expenses - state and local, net of federal benefit | 6% | 6% | ||||||
Change in valuation allowance | 28% | 28% | ||||||
Effective tax rate | -- | -- |
Commitments_Disclosure_Schedul
Commitments Disclosure: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Tables/Schedules | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | ||||
Years Ended December 31, | ||||
2015 | $ | 14,400 | ||
2016 | 15,000 | |||
2017 | 15,300 | |||
2018 | 15,900 | |||
2019 | 5,400 | |||
$ | 66,000 |
Fair_Value_Measurements_Disclo1
Fair Value Measurements Disclosure: Schedule of Fair Value, Assets and Liabilities (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Tables/Schedules | ||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities | ||||||||||||||||||
31-Dec-14 | Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | - | $ | 140,307 | $ | - | $ | 140,307 | ||||||||||
Total liabilities | $ | - | $ | 140,307 | $ | - | $ | 140,307 | ||||||||||
31-Dec-13 | Level I | Level II | Level III | Total | ||||||||||||||
Derivative liability | $ | - | $ | 57,882 | $ | - | $ | 57,882 | ||||||||||
Total Liabilities | $ | - | $ | 57,882 | $ | - | $ | 57,882 | ||||||||||
Recovered_Sheet12
Summary of Significant Accounting Policies: Accounts Receivable, Policy (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Allowance for doubtful accounts | $73,804 | $305,980 |
Recovered_Sheet13
Summary of Significant Accounting Policies: Advertising and Promotional Costs, Policy (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Advertising and promotional expenses | $186,277 | $231,284 |
Basic_and_Diluted_Income_loss_2
Basic and Diluted Income (loss) Per Share Disclosure (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Antidilutive shares | 8,045,137 | 501,299 |
Basic_and_Diluted_Income_loss_3
Basic and Diluted Income (loss) Per Share Disclosure: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Net income (loss), basic | ($1,520,761) | ($835,740) |
Weighted average number of shares outstanding, basic | 5,209,293 | 1,161,532 |
Basic earnings per share | ($0.29) | ($0.72) |
Net income (loss), diluted | ($1,520,761) | ($835,740) |
Weighted average number of shares outstanding, diluted | 5,209,293 | 1,161,532 |
Total adjusted weighted-average shares | 5,209,293 | 1,161,532 |
Diluted earnings per share | ($0.29) | ($0.72) |
Property_and_Equipment_Disclos2
Property and Equipment Disclosure: Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment, gross | $886,193 | $451,067 |
Accumulated depreciation and amortization | -358,362 | -326,143 |
Net property and equipment | 527,831 | 124,924 |
Leasehold Improvements | ||
Property and equipment, gross | 310,976 | 7,781 |
Office Equipment | ||
Property and equipment, gross | 548,376 | 416,445 |
Selling Equipment | ||
Property and equipment, gross | 8,354 | 8,354 |
Furniture and Fixtures | ||
Property and equipment, gross | $18,487 | $18,487 |
Property_and_Equipment_Disclos3
Property and Equipment Disclosure (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Depreciation and amortization expense | $32,218 | $18,836 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Accounts payable | $112,649 | $45,766 |
Accrued interest | 3,616 | 22,385 |
Accrued salaries and wages | 130,391 | 51,182 |
Accounts payable and accrued liabilities, total | $246,656 | $119,333 |
Accounts_Payable_and_Accrued_L3
Accounts Payable and Accrued Liabilities Disclosure (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Due to an officer of the Company (included in accrued salaries and wages) | $130,391 | $50,000 |
Related_Party_Disclosure_Detai
Related Party Disclosure (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 03, 2011 | Feb. 28, 2010 | |
Interest expense due to shareholders | $6,764 | $5,531 | ||
Base salary, per year, CEO | 175,000 | |||
Base salary, per year, CEO (reduced) | 100,000 | |||
Deferred wages due to the CEO | 130,391 | 50,000 | ||
Advances from Stockholder and Accrued Interest | ||||
Due to related party | 224,124 | 153,550 | ||
Due to related party, interest rate | 3.15% | |||
Accrued interest, related party | $49,658 | $42,895 |
Bank_Lines_of_Credit_Disclosur2
Bank Lines of Credit Disclosure: Schedule of Line of Credit Facilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Various unsecured Credit Cards | $273,132 | $164,212 |
Bank lines of credit, net | $273,132 | $164,212 |
Convertible_Debt_Disclosure_De
Convertible Debt Disclosure (Details) (USD $) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Jul. 09, 2013 | Apr. 22, 2013 | Mar. 04, 2013 | Sep. 07, 2012 | Aug. 06, 2012 | Jul. 10, 2012 | Jun. 07, 2012 | Jul. 25, 2012 | Aug. 29, 2012 | Nov. 07, 2012 | Nov. 06, 2012 | Oct. 03, 2012 | Aug. 19, 2013 | Oct. 05, 2012 | Dec. 12, 2012 | Oct. 17, 2014 | |
Asher July 9 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | $68,750 | ||||||||||||||||||
Amount of debt converted into common stock | 68,750 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 148,280,155 | ||||||||||||||||||
Asher July 1 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 100,000 | 100,000 | |||||||||||||||||
Amount of debt converted into common stock | 100,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 808,000 | ||||||||||||||||||
Asher April 22 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 42,500 | ||||||||||||||||||
Amount of debt converted into common stock | 42,500 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 263,421,053 | ||||||||||||||||||
Asher March 4 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 53,000 | ||||||||||||||||||
Amount of debt converted into common stock | 53,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 231,000,000 | ||||||||||||||||||
Asher September 7 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 32,500 | ||||||||||||||||||
Amount of debt converted into common stock | 32,500 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 96,288,083 | ||||||||||||||||||
Asher August 6 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 37,500 | ||||||||||||||||||
Amount of debt converted into common stock | 37,500 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 71,410,256 | ||||||||||||||||||
Asher July 10 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 32,500 | ||||||||||||||||||
Amount of debt converted into common stock | 32,500 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 56,661,616 | ||||||||||||||||||
Asher June 7 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 37,500 | ||||||||||||||||||
Amount of debt converted into common stock | 10,500 | 36,000 | |||||||||||||||||
Shares of common stock issued for debt conversion | 18,750,000 | 36,060,606 | |||||||||||||||||
Hanover July 25 Note | |||||||||||||||||||
Annual interest rate | 12.00% | ||||||||||||||||||
Convertible note | 26,000 | ||||||||||||||||||
Amount of debt converted into common stock | 26,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 62,626,472 | ||||||||||||||||||
Hanover August 29 Note | |||||||||||||||||||
Annual interest rate | 12.00% | ||||||||||||||||||
Convertible note | 9,000 | ||||||||||||||||||
Amount of debt converted into common stock | 9,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 26,500,000 | ||||||||||||||||||
Panache November 7 Note | |||||||||||||||||||
Annual interest rate | 10.00% | ||||||||||||||||||
Convertible note | 31,982 | ||||||||||||||||||
Amount of debt converted into common stock | 280 | 31,702 | |||||||||||||||||
Shares of common stock issued for debt conversion | 721,266 | 30,558,000 | |||||||||||||||||
Panache November 6 Note | |||||||||||||||||||
Annual interest rate | 10.00% | ||||||||||||||||||
Convertible note | 13,000 | ||||||||||||||||||
Amount of debt converted into common stock | 13,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 8,031,059 | ||||||||||||||||||
JSJ October 3 Note | |||||||||||||||||||
Annual interest rate | 10.00% | ||||||||||||||||||
Convertible note | 30,000 | ||||||||||||||||||
Amount of debt converted into common stock | 30,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 46,758,910 | ||||||||||||||||||
Auctus August 19 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 50,000 | 50,000 | |||||||||||||||||
Amount of debt converted into common stock | 50,000 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 273,510 | ||||||||||||||||||
Auctus October 5 Note | |||||||||||||||||||
Annual interest rate | 8.00% | ||||||||||||||||||
Convertible note | 36,750 | ||||||||||||||||||
Amount of debt converted into common stock | 36,750 | ||||||||||||||||||
Shares of common stock issued for debt conversion | 68,483,520 | ||||||||||||||||||
Fife December 12, 2012 Note 21 | |||||||||||||||||||
Annual interest rate | 5.00% | ||||||||||||||||||
Convertible note | 129,819 | 340,287 | 325,000 | ||||||||||||||||
Amount of debt converted into common stock | 237,518 | 104,235 | |||||||||||||||||
Shares of common stock issued for debt conversion | 786,866 | 2,533,411 | |||||||||||||||||
Illiad October 17, 2004 Note | |||||||||||||||||||
Convertible note | 450,000 | ||||||||||||||||||
Lucosky November Note | |||||||||||||||||||
Convertible note | $63,275 |
Derivative_Liability_Disclosur1
Derivative Liability Disclosure (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Amortization of debt discount amount | $113,649 | $470,502 |
Derivative liability | $140,307 | $57,882 |
Stockholders_Equity_Disclosure1
Stockholders' Equity Disclosure (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock authorized for issuance | 6,000,000,000 | 3,000,000,000 |
Par value of common stock | $0.00 | $0.00 |
Preferred stock authorized for issuance | 51 | 51 |
Par value of preferred stock | $0.00 | $0.00 |
Common stock issued and outstanding | 7,398,736 | 2,431,169 |
Fife Conversions | ||
Common stock issued for debt conversion | 110,951 | 704,327,513 |
Value of shares issued for debt conversion | $16,617 | $225,282 |
Fife Conversions2 | ||
Common stock issued for debt conversion | 86,422 | |
Value of shares issued for debt conversion | 14,087 | |
Asher Conversions | ||
Common stock issued for debt conversion | 145,000 | 885,811,163 |
Value of shares issued for debt conversion | 20,300 | 286,670 |
Asher Conversions2 | ||
Common stock issued for debt conversion | 107,000 | |
Value of shares issued for debt conversion | 12,840 | |
Asher Conversions3 | ||
Common stock issued for debt conversion | 156,667 | |
Value of shares issued for debt conversion | 18,800 | |
Fife Conversions3 | ||
Common stock issued for debt conversion | 114,500 | |
Value of shares issued for debt conversion | 16,030 | |
Asher Conversions4 | ||
Common stock issued for debt conversion | 95,833 | |
Value of shares issued for debt conversion | 11,500 | |
Asher Conversions5 | ||
Common stock issued for debt conversion | 200,000 | |
Value of shares issued for debt conversion | 24,000 | |
Auctus Conversions | ||
Common stock issued for debt conversion | 100,000 | 68,483,520 |
Value of shares issued for debt conversion | 14,000 | 26,510 |
Auctus Conversions2 | ||
Common stock issued for debt conversion | 50,000 | |
Value of shares issued for debt conversion | 8,750 | |
Caesar Capital Group | ||
Common stock issued for cash | 125,000 | |
Cash proceeds from stock issuance | 50,000 | |
Asher Conversions6 | ||
Common stock issued for debt conversion | 103,500 | |
Value of shares issued for debt conversion | 15,560 | |
ARRG | ||
Common stock issued for cash | 125,000 | |
Cash proceeds from stock issuance | 50,000 | |
Fife Conversions4 | ||
Common stock issued for debt conversion | 102,701 | |
Value of shares issued for debt conversion | 14,738 | |
Proteus Capital Conversions | ||
Common stock issued for debt conversion | 60,919 | 82,538,629 |
Value of shares issued for debt conversion | 39,280 | 39,280 |
Proteus Capital Conversions2 | ||
Common stock issued for debt conversion | 156,396 | |
Value of shares issued for debt conversion | 18,768 | |
TCA Global Conversions | ||
Common stock issued for debt conversion | 147,150,196 | |
Value of shares issued for debt conversion | 182,290 | |
Common stock issued for professional services | 80,000 | |
Value of stock issued for professional services | 56,000 | |
Fife Conversions5 | ||
Common stock issued for debt conversion | 42,034 | |
Value of shares issued for debt conversion | 18,069 | |
Typenex | ||
Common stock issued for debt conversion | 181,279 | |
Value of shares issued for debt conversion | 49,320 | |
TCA Global Conversions2 | ||
Common stock issued for professional services | 85,000 | |
Value of stock issued for professional services | 51,000 | |
Auctus Conversions3 | ||
Common stock issued for debt conversion | 53,571 | |
Value of shares issued for debt conversion | 15,000 | |
Legal Fees1 | ||
Common stock issued for professional services | 125,000 | 33,000,000 |
Value of stock issued for professional services | 50,000 | 63,016 |
Auctus Conversions4 | ||
Common stock issued for debt conversion | 69,939 | |
Value of shares issued for debt conversion | 14,687 | |
Fife Conversions6 | ||
Common stock issued for debt conversion | 147,622 | |
Value of shares issued for debt conversion | 31,001 | |
TCA Global Conversions3 | ||
Common stock issued for professional services | 100,000 | |
Value of stock issued for professional services | 30,000 | |
Typenex2 | ||
Common stock issued for debt conversion | 217,918 | |
Value of shares issued for debt conversion | 29,419 | |
Typenex3 | ||
Common stock issued for debt conversion | 294,118 | |
Value of shares issued for debt conversion | 20,000 | |
TCA Global Conversions4 | ||
Common stock issued for professional services | 100,000 | |
Value of stock issued for professional services | 18,750 | |
Fife Conversions7 | ||
Common stock issued for debt conversion | 161,900 | |
Value of shares issued for debt conversion | 11,333 | |
Typenex4 | ||
Common stock issued for debt conversion | 575,000 | |
Value of shares issued for debt conversion | 5,499 | |
Fife Conversions8 | ||
Common stock issued for debt conversion | 550,000 | |
Value of shares issued for debt conversion | 5,454 | |
Legal Fees2 | ||
Common stock issued for professional services | 350,000 | |
Value of stock issued for professional services | 2,246 | |
Hanover Conversions | ||
Common stock issued for debt conversion | 89,126,472 | |
Value of shares issued for debt conversion | 37,286 | |
JSJ Conversions | ||
Common stock issued for debt conversion | 46,758,910 | |
Value of shares issued for debt conversion | 30,000 | |
Panache Conversions | ||
Common stock issued for debt conversion | 721,266 | |
Value of shares issued for debt conversion | 462 | |
WHC Capital Conversions | ||
Common stock issued for debt conversion | 8,031,059 | |
Value of shares issued for debt conversion | 13,000 | |
Financial Services | ||
Common stock issued for professional services | 3,250,000 | |
Value of stock issued for professional services | $3,900 |
Income_Taxes_Disclosure_Schedu2
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Net operating loss carryforwards | $1,230,700 | $701,518 |
Startup costs | 11,857 | 13,073 |
Accounts receivable reserves | 29,485 | 122,239 |
Deferred compensation | 49,898 | 19,975 |
Depreciation (attributable to deferred tax assets) | 12,832 | -27,203 |
Deferred tax asset, gross | 1,334,772 | 829,602 |
Less valuation allowance | ($1,334,772) | ($829,602) |
Income_Taxes_Disclosure_Detail
Income Taxes Disclosure (Details) (USD $) | Dec. 31, 2014 |
Details | |
Federal net operating tax loss carryforwards | $2,862,000 |
Income_Taxes_Disclosure_Schedu3
Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
U.S. statutory rate | -34.00% | -34.00% |
Income tax expenses, state and local | 6.00% | 6.00% |
Change in valuation allowance | 28.00% | 28.00% |
Commitments_Disclosure_Details
Commitments Disclosure (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Rent expense | $21,735 | $13,200 |
Office and manufacturing facilities | ||
Monthly lease | 1,100 | |
Retail space | ||
Monthly lease | $1,500 |
Commitments_Disclosure_Schedul1
Commitments Disclosure: Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Dec. 31, 2014 |
Details | |
Future minimum rental payments, 2015 | $14,400 |
Future minimum rental payments, 2016 | 15,000 |
Future minimum rental payments, 2017 | 15,300 |
Future minimum rental payments, 2018 | 15,900 |
Future minimum rental payments, 2019 | 5,400 |
Future minimum rental payments for operating leases, total due | $66,000 |
Significant_Customer_Concentra1
Significant Customer Concentrations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Funicelli | ||
Percentage of annual sales | 7.60% | |
Sarkin Nourian | ||
Percentage of annual sales | 7.70% | |
Sales to Russia | ||
Concentration percentage | 0.361 | $0.56 |
Customer 1 | ||
Concentration percentage | 0.21 | 0.601 |
Customer 2 | ||
Concentration percentage | $0.14 |
Fair_Value_Measurements_Disclo2
Fair Value Measurements Disclosure: Schedule of Fair Value, Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Derivative liability | $140,307 | $57,882 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | ||
Feb. 28, 2015 | Feb. 11, 2015 | Feb. 04, 2015 | |
Details | |||
Common stock issuance for conversion of convertible debt | 800,000 | ||
8% convertible note to KBM Worldwide | $38,000 | $54,000 |