Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 19, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | DIRECTVIEW HOLDINGS INC | |
Entity Central Index Key | 1,441,769 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,060,698 | |
Trading Symbol | DIRV | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 36,388 | $ 330,015 |
Accounts Receivable - net | 206,688 | 187,677 |
Inventory | 17,500 | |
Other Current Assets | 49,978 | 47,489 |
Total Current Assets | 310,554 | 565,181 |
PROPERTY AND EQUIPMENT - Net | 8,431 | 15,156 |
OTHER ASSETS | 38,175 | 7,582 |
Total Assets | 357,160 | 587,919 |
CURRENT LIABILITIES: | ||
Convertible Promissory Notes, net of debt discounts of $742,667 and $1,283,047 | 2,029,567 | 1,224,309 |
Short Term Advances | 146,015 | 146,015 |
Notes Payable | 116,792 | 126,692 |
Accounts Payable | 224,152 | 158,658 |
Accrued Expenses | 2,069,136 | 2,024,457 |
Due to Related Parties | 4,226 | 12,560 |
Derivative Liability | 4,081,342 | 3,718,242 |
Total Current Liabilities | 8,671,230 | 7,410,933 |
Total Liabilities | 8,671,230 | 7,410,933 |
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock ($0.0001 Par Value; 5,000,000 Shares Authorized; Series A (51 shares designated 51 shares issued and outstanding as of June 30, 2016 and 0 shares issued and outstanding as of December 31, 2015) | ||
Common Stock ($0.0001 Par Value; 1,000,000,000 Shares Authorized; 21,315,377 and 13,035,581 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively) | 2,132 | 1,304 |
Additional Paid-in Capital | 16,976,074 | 16,224,907 |
Accumulated Deficit | (25,321,619) | (23,081,557) |
Total DirectView Holdings, Inc. Stockholders' Deficit | (8,343,413) | (6,855,346) |
Non-Controlling Interest in Subsidiary | 29,343 | 32,332 |
Total Stockholders' Deficit | (8,314,070) | (6,823,014) |
Total Liabilities and Stockholders' Deficit | $ 357,160 | $ 587,919 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible promissory notes, debt discounts | $ 742,667 | $ 1,283,047 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 1,000,000,000 | 1,000,000,000 |
Common stock, issued shares | 21,315,377 | 13,035,581 |
Common stock, outstanding shares | 21,315,377 | 13,035,581 |
Series A Preferred Stock [Member] | ||
Preferred Stock, shares designated | 51 | 51 |
Preferred stock, issued shares | 51 | 0 |
Preferred stock, outstanding shares | 51 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
NET SALES: | ||||
Sales of Product | $ 54,540 | $ 73,735 | $ 216,807 | $ 190,084 |
Services | 48,284 | 48,696 | 64,681 | 124,861 |
Total Net Sales | 102,824 | 122,431 | 281,488 | 314,945 |
COST OF SALES: | ||||
Cost of Product | 31,631 | 53,737 | 112,136 | 57,202 |
Cost of Services | 27,147 | 34,718 | 62,044 | 71,212 |
Total Cost of Sales | 58,778 | 88,455 | 174,180 | 128,414 |
GROSS PROFIT (LOSS) | 44,046 | 33,976 | 107,308 | 186,531 |
OPERATING EXPENSES: | ||||
Marketing and Public Relations | 25,615 | 104,220 | 122,209 | 122,530 |
Rent | 19,380 | 18,300 | 40,560 | 58,600 |
Depreciation | 3,363 | 1,556 | 6,725 | 3,112 |
Bad Debt Expense | 450 | 450 | ||
Research and Development | 4,600 | 10,154 | ||
Compensation and Related Taxes | 110,389 | 144,671 | 224,590 | 251,120 |
Other Selling, General and Administrative | 181,221 | 204,776 | 435,359 | 298,267 |
Total Operating Expenses | 345,018 | 473,523 | 840,047 | 733,629 |
LOSS FROM OPERATIONS | (300,972) | (439,547) | (732,739) | (547,098) |
OTHER INCOME (EXPENSES): | ||||
Loss on conversion of related party loan | (290,000) | |||
Change in Fair Value of Derivative Liabilities | (1,851,221) | (183,374) | (38,396) | 361,673 |
Initial Derivative Expense | (46,878) | (185,200) | (197,508) | (255,140) |
Interest Income | 16 | 16 | ||
Amortization of Debt Discount | (523,536) | (103,752) | (1,079,285) | (175,200) |
Interest Expense | (94,838) | (39,997) | (195,140) | (101,249) |
Total Other Income (Expense) | (2,516,457) | (512,323) | (1,510,313) | (459,916) |
NET INCOME (LOSS) | (2,817,429) | (951,870) | (2,243,052) | (1,007,014) |
Less: Net (Income) Loss Attributable to Non-Controlling Interest | 3,572 | (2,590) | 2,990 | (49,936) |
Net Income (Loss) Attributable to DirectView Holdings, Inc. | $ (2,813,857) | $ (954,460) | $ (2,240,662) | $ (1,056,950) |
NET LOSS PER COMMON SHARE: | ||||
Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES | ||||
OUTSTANDING - Basic and Diluted | 19,469,255 | 6,468,706 | 17,185,956 | 2,031,716 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (2,243,052) | $ (1,007,014) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation | 6,725 | 3,112 |
Common stock issued for compensation and services | 53,860 | |
Change in fair value of derivative liabilities | 38,396 | (361,673) |
Loss on conversion of related party loan | 290,000 | |
Derivative liability expense | 197,508 | 255,140 |
Amortization of debt discount | 1,079,285 | 175,200 |
Amortization of deferred financing costs | 4,188 | 18,125 |
Amortization of original issue discount | 50,481 | |
Non cash interest charges | 17,397 | |
(Increase) Decrease in: | ||
Accounts receivable | (19,011) | (113,087) |
Other assets | (50,582) | 2,355 |
Increase (Decrease) in: | ||
Accounts payable | 18,781 | 36,583 |
Accrued expenses | 111,733 | 271,995 |
Net Cash (Used in) Operating Activities | (805,548) | (358,007) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 585,144 | 499,367 |
Payments of convertible notes payable | (54,989) | |
Payments notes payable | (9,900) | (50,000) |
Proceeds from related parties | (26,259) | |
Payments to related parties | (8,334) | |
Net Cash Provided by Financing Activities | 511,921 | 423,108 |
Net (Decrease) Increase in Cash | (293,627) | 65,101 |
Cash - Beginning of Period | 330,015 | 13,158 |
Cash - End of Period | 36,388 | 78,259 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Income Taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in connection with conversion of convertible promissory notes and accrued interest | 324,895 | 272,386 |
Initial recognition of derivative liability as debt discount | 554,301 | 637,305 |
Reclassification of derivative liability to additional paid in capital | $ 427,099 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization DirectView Holdings, Inc., (the Company), was incorporated in the State of Delaware on October 2, 2006. On July 6, 2012 the Company changed its domicile from Delaware and incorporated in the State of Nevada. The Company has the following four subsidiaries: DirectView Video Technologies Inc., DirectView Security Systems Inc., Ralston Communication Services Inc., and Meeting Technologies Inc. The Company is a full-service provider of teleconferencing services to businesses and organizations. The Companys conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Companys primary focus is to provide high value-added conferencing services to organizations such as professional service firms, investment banks, high tech companies, law firms, investor relations firms, and other domestic and multinational companies. The Company is also a provider of the latest technologies in surveillance systems, digital video recording and services. The systems provide onsite and remote video and audio surveillance. Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company, three wholly-owned subsidiaries, and a subsidiary with which the Company has a majority voting interest of approximately 58% (the other 42% is owned by non-controlling interests, including 23% which is owned by the Companys CEO who is a majority shareholder of the Parent Company) as of June 30, 2016. In the preparation of unaudited consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on April 14, 2016. In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Companys financial position as of June 30, 2016, and the results of operations and cash flows for the six months ending June 30, 2016 have been included. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. Use of Estimates In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the statements of financial condition, and revenues and expenses for the six months then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, deferred tax asset valuation allowance, valuation of stock-based compensation, the useful life of property and equipment, valuation of beneficial conversion features on convertible debt and the assumptions used to calculate derivative liabilities. Non-controlling Interests in Consolidated Financial Statements The Company follows ASC 810-10-65, Non-controlling Interests in Consolidated Financial Statements. This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the unaudited consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, the losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiarys equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of June 30, 2016, the Company reflected a non-controlling interest of $29,343 in connection with our majority-owned subsidiary, DirectView Security Systems Inc. as reflected in the accompanying consolidated balance sheets. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Companys account at this institution is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. For the six months ended June 30, 2016 the Company has not reached bank balances exceeding the FDIC insurance limit. The Company was over the insured limit by $58,390 for the year ended December 31, 2015. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of June 30, 2016 and December 31, 2015. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option 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 options for any of its qualifying financial instruments. The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, notes payable and due to related parties approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Companys debt and the interest payable on the notes approximates the Companys incremental borrowing rate. Accounts Receivable The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company uses specific identification of accounts to reserve possible uncollectible receivables. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At June 30, 2016 and December 31, 2015, management determined that an allowance is necessary which amounted to $38,000 at both dates. During the six months ended June 30, 2016 and the year ended December 31, 2015, the Company recognized $450 and $627 respectively of expenses related to uncollectible accounts receivable. Advertising Advertising is expensed as incurred. Advertising expenses for the six months ended June 30, 2016 and 2015 was $122,209 and $122,530, respectively. Shipping costs Shipping costs are included in other selling, general and administrative expenses and was deemed to be not material for the six months ended June 30, 2016 and 2015, respectively. Inventories Inventories, consisting of finished goods related to our products are stated at the lower of cost or market utilizing the first-in, first-out method. The Company acquires inventory for specific installation jobs. As a result, the Company generally orders inventory only as needed for installations and there was an insignificant amount of inventory on hand at December 31, 2015. Due to the anticipation of customers needs the Company preordered inventory items and had $17,500 in inventory as of June 30, 2016. Property and Equipment Property and equipment carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. Leasehold improvements are amortized on a straight-line basis over the term of the lease. Impairment of Long-Lived Assets Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets I ncome Taxes Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Companys opinion it is likely that some portion or the entire deferred tax asset will not be realized. Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Companys consolidated financial statements. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The Company recorded stock based compensation expense of $0 and $53,860 during the six months ended June 30, 2016 and 2015, respectively. Revenue recognition The Company follows the guidance of the FASB ASC 605-10-S99 Revenue Recognition Overall SEC Materials. The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. When a customer order contains multiple items such as hardware, software, and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting. Delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in the Companys control. Sales are recorded net of discounts and discounts are determined to be immaterial. The following policies reflect specific criteria for the various revenue streams of the Company: Revenue is recognized upon completion of conferencing services. The Company generally does not charge up-front fees and bills its customers based on usage. Revenue for video equipment sales and security surveillance equipment sales is recognized upon delivery and installation. Due to the nature of the Companys business it is not practicable to return products therefore the Company has determined that it is not necessary to provide a provision for sales returns and allowances. The Companys manufacturers provide the highest quality products available. If there is a defect in a product related to materials or workmanship the Company extends the manufacturers warranty to its customers. To date this process has never occurred. Therefore no warranty liability is recorded. Revenue from periodic maintenance agreements is generally recognized ratably over the respective maintenance periods provided no significant obligations remain and collectibility of the related receivable is probable. Cost of sales includes cost of products and cost of service. Product cost includes the cost of products and freight costs. Cost of services includes labor and fuel expenses. Concentrations of Credit Risk and Major Customers Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high credit quality financial institutions. Almost all of the Companys sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. During the six months ended June 30, 2016, three customers accounted for 50% of revenues. The following is a list of percentage of revenue generated by the three customers: Customer 1 10 % Customer 2 11 % Customer 3 29 % Total 50 % During the six months ended June 30, 2015, two customers accounted for 53% of revenues. The following is a list of percentage of revenue generated by the two customers: Customer 1 41 % Customer 2 12 % Total 53 % As of June 30, 2016, two customers accounted for 44% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the two customers: Customer 1 10 % Customer 2 34 % Total 44 % As of December 31, 2015, three customers accounted for 65% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: Customer 1 14 % Customer 2 16 % Customer 3 35 % Total 65 % Research and Development Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter product) or a new process or technique (hereinafter process) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per Statement of Financial Account Standards Number 2, the Company expenses research and development cost as incurred. Related Parties Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. Net Loss per Common Share Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (ASC 260). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net earnings per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. At June 30, 2016 the Company had 12,822,431,600 share equivalents issuable pursuant to embedded conversion features. At December 31, 2015 the Company had 1,240,096,048 share equivalents issuable pursuant to embedded conversion features. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow. |
Going Concern Considerations
Going Concern Considerations | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Considerations | NOTE 2 GOING CONCERN CONSIDERATIONS The accompanying unaudited consolidated financial statements are prepared assuming the Company will continue as a going concern. At June 30, 2016, the Company had an accumulated deficit of approximately $25 million, a stockholders deficit of approximately $8 million and a working capital deficiency of $8,360,676. The net cash used in operating activities for the six months ended June 30, 2016 totaled $805,548. These matters raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing. Management intends to attempt to raise funds by way of a public or private offering. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The Companys limited financial resources have prevented the Company from aggressively advertising its products and services to achieve consumer recognition. The unaudited consolidated financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Estimated life June 30, 2016 December 31, 2015 Leasehold Improvements 2 years $ 26,901 $ 26,901 Less: Accumulated amortization (18,470 ) (11,745 ) Furniture and fixtures 3 years 2,771 2,771 Less: Accumulated depreciation (2,771 ) (2,771 ) $ 8,431 $ 15,156 For the six months ended June 30, 2016 and 2015, depreciation and amortization expense amounted to $6,725 and $3,112, respectively. In June 2014 the Company negotiated to lease approximately 3,000 square feet of office space in New York City and made leasehold improvements totaling $12,448. In August 2015 the Company made leasehold improvements totaling $14,453. The Company began amortizing the balance on a straight-line basis for the term of 2 years commencing in July 2014 and August 2015. The original monthly rent was $5,000 per month which was increased to $6,460 in November 2015. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 NOTES PAYABLE In November 2009, the Company issued unsecured notes payable of $20,000. The note is payable either in cash or security equivalent at the option of the Company. In the event the Company repays this note in shares of the Companys common stock the rate is $0.05 per share. The note payable bears 6% interest per annum and matured in May 2010. In January 2010, this note was satisfied by issuing a note payable to another unrelated party with the same terms and conditions except for its maturity date changed to January 2011. The note was in default as of December 31, 2015. In February 2016 the Company paid the note holder $19,133, the remaining $9,900 balance of the note and $9,233 in accrued interest. As of June 30, 2016 and December 31, 2015 the balance of this note was $0 and $9,900 respectively. During the year ended December 31, 2012, the Company entered into demand notes with Regal Capital (formerly a related party) totaling $116,792 bearing interest at 12% per annum. As of June 30, 2016 and December 31, 2015 the notes amounted to $116,792 and $116,792 respectively. As of June 30, 2016 and December 31, 2015, notes payable amounted to $116,792 and $126,692, respectively. Accrued interest on the notes payable amounted to approximately $62,500 and $64,200 as of June 30, 2016 and December 31, 2015, respectively and is included in accrued expenses. |
Short Term Advances
Short Term Advances | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Short Term Advances | NOTE 5 SHORT TERM ADVANCES During the years ended December 31, 2013, 2012 and 2011 an unrelated party advanced funds to the Company used for operating expenses. The advances are payable in cash and are non interest bearing and due on demand. The balance of these short term advances was $146,015 and $146,015 as of June 30, 2016 and December 31, 2015. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 6 ACCRUED EXPENSES As of June 30, 2016 and December 31, 2015 the Company had accrued expenses of $2,069,136 and $2,024,457 respectively. The following table displays the accrued expenses by category. June 30, 2016 December 31, 2015 Operating Expenses $ 31,453 $ 87,410 Lease Abandonment 164,375 164,375 Employee Commissions 60,590 60,590 Interest 321,861 276,791 Salaries 1,359,977 1,312,594 Sales Tax Payable 45,086 37,994 Payroll Liabilities 85,794 84,703 $ 2,069,136 $ 2,024,457 |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 7 CONVERTIBLE PROMISSORY NOTES Convertible promissory notes consisted of the following: June 30, 2016 December 31, 2015 Secured convertible promissory notes $ 2,772,232 $ 2,507,356 debt discount liability (706,413 ) (1,221,506 ) debt discount original issue discount (36,255 ) (57,352 ) debt discount deferred financing - (4,189 ) Secured convertible promissory notes net $ 2,295,564 $ 1,224,309 During fiscal 2009, the Company reclassified $45,000 3% unsecured notes payable from long-term to short-term. The maturity of these notes payable ranged from January 2010 to April 2010 and the notes are in default at December 31, 2012. The Company negotiationed with the note holder to extend the maturity date and has accrued 12% interest per annum based on the default provision until such time this note is extended or settled. In May 2013 the Company and the note holder renegotiated the terms of the note to include features that allow the note holder to convert the principal balance of the note into common shares at the conversion price of $ .0001. This note included down round (ratchet) provisions that resulted in derivative accounting treatment for this note (See note 8). At issuance of the renegotiated note the Company recorded a debt discount in the amount of $45,000 which has been fully amortized as of December 31, 2013. In June 2013 the note holder converted $764 into common shares at the contractual rate of $.0001per share. In March 2014 the note holder converted an additional $990 into common shares at the contractual rate of $.0001 per share. In October 2014 the note holder assigned $20,000 of the note balance to a third party. The balance of the unsecured note payable amounted to $23,246 as of June 30, 2016 and December 31, 2015. On October 10, 2013 the Company issued a $10,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.00075. The Company recorded a debt discount of $8,333 upon issuance of this note. The debt discount was amortized over the term of the note. This note included down round (Ratchet) provisions that resulted in derivative accounting treatment for this note (See note 8). The balance of the convertible debenture is $10,000 as of June 30, 2016 and December 31, 2015. In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $8,333 (see Note 8). On December 11, 2013 the Company issued a $25,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at $.0008. The debt discount was amortized over the term of the note. This note included down round (Ratchet) provisions that resulted in derivative accounting treatment for this note (See note 8). In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $23,958 (see Note 8). The balance of this convertible debenture is $25,000 as of June 30, 2016 and as of December 31, 2015. On January 16, 2014 the Company issued a $25,000 6% convertible debenture with a one year maturity date. This convertible debenture converts at 50% of the lowest trading price during the ten trading days prior to the conversion date. The Company recorded a debt discount of $25,000 with the difference of $26,848 recorded as a derivative expense. The debt discount was amortized over the term of the note. This note included down round (Ratchet) provisions that resulted in derivative accounting treatment for this note (See note 8). In connection herewith, the Company recorded a derivative liability and an offsetting debt discount of $51,848 (see Note 8). The balance of this convertible debenture is $25,000 as of June 30, 2016 and as of December 31, 2015. In March 2014 the Company issued three $50,000 8% convertible debentures with a one year maturity date. Each note is convertible at a contractual rate of $.0175 which exceeded the quoted stock price on the date of the issuance of the convertible debentures. In the first quarter of 2016 the Company paid $50,000 in reduction of one of the notes. The balance of these three notes was $100,000 and $150,000 as of June 30, 2016 and as of December 31, 2015, respectively. On October 27, 2014 the Company issued an 8% original issue discount (OID) senior secured convertible promissory note with a principal balance of $21,600 with a one year maturity date. This convertible debenture converts at the lower of $.0025 or 60% of the lowest trading price during the 25 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $311,662 and a debt discount of $18,400 (see Note 8). The Company also recorded OID of $1,600. The OID and debt discount were fully being amortized as of June 30, 2016 and as of December 31, 2015. The balance of this convertible debenture as of June 30, 2016 and as of December 31, 2014 is $21,600. On December 19, 2014 the Company issued an 8% original issue discount (OID) senior secured convertible promissory note with a principal balance of $27,174 with a one year maturity date. This convertible debenture converts at the lower of $.0025 or 60% of the lowest trading price during the 25 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $5,017 and a debt discount of $5,017 (see Note 8). The Company also recorded OID of $2,000. The OID and debt discount were fully amortized as of December 31, 2015. In February 2016 the note holder converted $27,174 of the convertible promissory note payable balance and $2,174 of accrued interest into 559,006 common shares at the contractual rate of $.004 per share. The balance of this convertible debenture as of June 30, 2016 and as of December 31, 2015 is $0 and $27,174, respectively. In October 2014 a note holder assigned $20,000 of principal balance and $4,489 of an accrued interest balance to a third party. In January 2015 the note holder converted $1,000 into 9,524 common shares at the contractual rate of $.105. In March 2015 the note holder converted $1,300 into 37,143 common shares at the contractual rate of $.035. In April and May 2015 the note holder converted $17,200 into 397,143 common shares at the contractual rate ranging from $.028 to $.055 per share. In March 2016 the Company paid the note holder the balance of the unsecured note payable of $4,989. The balance of this unsecured note payable as of June 30, 2016 and as of December 31, 2015 is $0 and $4,989, respectively. On February 11, 2015 the Company issued an 8% original issue discount (OID) senior secured convertible promissory note with a principal balance of $54,348 with a one year maturity date. This convertible debenture converts at the lower of $.0025 or 60% of the lowest trading price during the 25 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $119,940, a debt discount of $50,348 (see Note 8), and derivative expense of $69,940. The Company also recorded OID of $4,000. The OID and debt discount are being amortized over the term of the note. In June 2015 the note holder assigned the balance of the note and accrued interest of $4,348 to a third party totaling a new note balance of $58,696 as of June 30, 2015. In August 2015 the note holder converted $10,000 of principle balance into 207,039 common shares at the contractual rate of $.0483 per share. In September 2015 the note holder converted $24,000 of principle balance into 496,894 common shares at the contractual rate of $.0483 per share. In October 2015 the note holder converted an additional $10,000 of principle balance into 226,757 common shares at the contractual rate of $.0441 per share. In March 2016 the note holder converted the remaining $14,696 of principle balance into 362,733 common shares at the contractual rate of $.0406 per share. The balance of the unsecured note payable amounted to $0 and $14,696 as of June 30, 2016 and as of December 31, 2015, respectively. On May 5, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $115,789 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $147,775, a debt discount of $110,000 (see Note 8), and derivative expense of $37,775. The Company also recorded OID of $5,789 and deferred financing of $10,000. The OID, deferred financing and debt discount are being amortized over the term of the note. In December 2015 the note holder converted $23,000 of principle balance into 408,148 common shares at the contractual rate of $.0564 per share. In January 2016 the note holder converted $65,673 of principle balance into 941,913 common shares at the contractual rate ranging from $.0686 to $.0711 per share. In February the note holder converted the remaining balance of $27,117 of the convertible promissory note and $11,579 of accrued interest into 453,252 common shares at the contractual rate of $.0256 per share. The balance of the convertible promissory note amounted to $0 and $92,789 as of June 30, 2016 and as of December 31, 2015, respectively. On May 15, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $67,171, a debt discount of $50,000 (see Note 8), and derivative expense of $17,171. The Company also recorded OID of $2,632. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $52,632 as of June 30, 2016 and as of December 31, 2015. The debt discount and OID were fully amortized as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2015 amounted to $32,895. On May 27, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $67,171, a debt discount of $50,000 (see Note 8), and derivative expense of $17,171. The Company also recorded OID of $2,632. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $52,632 as of June 30, 2016 and as of December 31, 2015. The debt discount and OID were fully amortized as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2015 amounted to $31,433. On June 5, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $67,171, a debt discount of $50,000 (see Note 8), and derivative expense of $17,171. The Company also recorded OID of $2,632. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $52,632 as of June 30, 2016 and as of December 31, 2015. The debt discount and OID were fully amortized as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2015 amounted to $29,386. On June 15, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,895 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $201,512, a debt discount of $142,500 (see Note 8), and derivative expense of $59,406. The Company also recorded OID of $7,500 and deferred financing of $1,500. The OID, deferred financing and debt discount are being amortized over the term of the note. In June 2016 the note holder converted $5,000 of principle balance into 793,651 common shares at the contractual rate of $.0063 per share. The balance of the convertible promissory note amounted to $152,895 as of June 30, 2016 and $157,895 as of December 31, 2015. The debt discount and OID were fully amortized as of June 30, 2016. The balance of the convertible promissory note net of debt discount, deferred financing and OID as of December 31, 2015 amounted to $113,707. On July 1, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,895 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $201,512, a debt discount of $142,500 (see Note 8), and derivative expense of $59,406. The Company also recorded OID of $7,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $157,895 as of June 30, 2016 and as of December 31, 2015. The debt discount and OID were fully amortized as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2015 amounted to $82,895. On July 15, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,895 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $201,512, a debt discount of $142,500 (see Note 8), and derivative expense of $59,406. The Company also recorded OID of $7,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $157,895 as of June30, 2016 and as of December 31, 2015. The balance of the convertible promissory note net of debt discount and OID as of June30, 2016 amounted to $151,645 and as of December 31, 2015 amounted to $76,645. On July 23, 2015 the Company issued a convertible promissory note with a principal balance of $429,439 with a one year maturity date. This convertible debenture converts at 55% of the two lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $707,603, a debt discount of $429,439 (see Note 8), and derivative expense of $278,164. The debt discount is being amortized over the term of the note. In March 2016 the note holder converted $70,000 of principle balance into 1,454,545 common shares at the contractual rate of $.0482 per share. In April 2016 the note holder converted $15,000 of principle balance into 599,401 common shares at the contractual rate of $.0251 per share. In May 2016 the note holder converted $14,000 of principle balance into 909,091 common shares at the contractual rate of $.0154 per share. The balance of the convertible promissory note amounted to $330,439 and $429,439 as of June 30, 2016 and as of December 31, 2015, respectively. The balance of the convertible promissory note net of debt discount as of June 30, 2016 amounted to $318,849 and as of December 31, 2015 amounted to $278,767. On October 9, 2015 the three convertible promissory notes mentioned above were assigned to a third party note holder with the same terms and balances. In February 2016 the note holder converted $20,000 of the convertible promissory note and $2,000 of accrued interest into 419,048 common shares at the contractual rate of $.0525 per share. In March 2016 the note holder converted $20,000 of the convertible promissory note and $2,000 of accrued interest into 419,048 common shares at the contractual rate of $.0525 per share. In April 2016 the note holder converted an additional $15,000 of the convertible promissory note and $1,500 of accrued interest into 654,762 common shares at the contractual rate of $.0252 per share. In May 2016 the note holder converted $10,895 of the convertible promissory note and $1,089 of accrued interest into 713,346 common shares at the contractual rate of $.0168 per share. The balance of the convertible promissory note amounted to $407,789 and $473,684 as of June 30, 2016 and as of December 31, 2015, respectively. The balance of the convertible promissory note net of debt discount as of June 30, 2016 amounted to $317,456 and as of December 31, 2015 amounted to $159,101. On October 19, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,500 with a one year maturity date. This convertible debenture converts at 55% of the average of the two lowest traded prices in the prior 30 days before conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $259,764, a debt discount of $142,500 (see Note 8), and derivative expense of $117,264. The Company also recorded OID of $7,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $157,500 as of June 30, 2016 and as of December 31, 2015. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $113,750 and as of December 31, 2015 amounted to $38,750. On November 18, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,500 with a one year maturity date. This convertible debenture converts at 55% of the average of the two lowest traded prices in the prior 30 days before conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $259,764, a debt discount of $142,500 (see Note 8), and derivative expense of $117,264. The Company also recorded OID of $7,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $157,500 as of June 30, 2016 and as of December 31, 2015. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $101,250 and as of December 31, 2015 amounted to $26,250. On December 18, 2015 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $263,158 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $335,598, a debt discount of $237,500 (see Note 8), and derivative expense of $98,756. The Company also recorded OID of $12,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $263,158 as of June 30, 2016 and as of December 31, 2015. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $148,575 and as of December 31, 2015 amounted to $23,575. On January 19, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $111,111 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $141,697, a debt discount of $95,000 (see Note 8), and derivative expense of $52,808. The Company also recorded OID of $5,000. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $111,111 as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $56,944. On February 5, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,895 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $201,359, a debt discount of $142,500 (see Note 8), and derivative expense of $59,254. The Company also recorded OID of $7,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $157,895 as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $70,395. On March 7, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $118,573 with a one year maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $151,213, a debt discount of $112,940 (see Note 8), and derivative expense of $38,569. The Company also recorded OID of $5,632. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $118,573 as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $34,584. On April 1, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $105,263 with a six month maturity date. This convertible debenture converts at 70% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $108,185, a debt discount of $95,000 (see Note 8), and derivative expense of $13,448. The Company also recorded OID of $5,000. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $105,263 as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $30,263. On May 23, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with a five month maturity date. This convertible debenture converts at 60% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $65,144, a debt discount of $47,500 (see Note 8), and derivative expense of $17,776. The Company also recorded OID of $2,500. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $52,632 as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $7,974. On June 24, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $78,947 with a four month maturity date. This convertible debenture converts at 60% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company accounted for this conversion feature as a derivative liability. In connection herewith, the Company recorded a derivative liability of $84,205, a debt discount of $71,250 (see Note 8), and derivative expense of $15,653. The Company also recorded OID of $3,750. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $78,947 as of June 30, 2016. The balance of the convertible promissory note net of debt discount and OID as of June 30, 2016 amounted to $4,350. During the six months ended June 30, 2016 and the year ended December 31, 2015 amortization of debt discount amounted to $1,079,285 and $919,034, respectively. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 8 DERIVATIVE LIABILITY The Company enters into financing arrangements that contain embedded derivative features due to down round (Ratchet) provisions or conversion formulas that cause derivative treatment. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (ASC 815) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. The Company determines the fair value of derivative instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument. We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Companys common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Companys common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from December 31, 2014 to June 30, 2016: Conversion feature derivative liability Balance at December 31, 2014 $ 1,462,984 Recognition of initial derivative liability 3,492,594 Reclass of derivative liability to additional paid in capital due to conversions (1,196,842 ) Change in fair value included in earnings (40,494 ) Balance at December 31, 2015 3,718,242 Initial fair value of derivative liability recorded as debt discount 554,301 Initial fair value of derivative liability charged to other expense 197,508 Reclass of derivative liability to additional paid in capital due to conversions (427,099 ) Change in fair value included in earnings 38,390 Balance at June 30, 2016 $ 4,081,342 Total derivative liability at June 30, 2016 and December 31, 2015 amounted to $4,081,342 and $3,718,242, respectively. The change in fair value included in earnings as income of $38,390 is due in part to the quoted market price of the Companys common stock decreasing from $.126 at December 31, 2015 to $.0175 at June 30, 2016 coupled with substantially reduced conversion prices due to the effect of Ratchet provisions incorporated in convertible notes payable. The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: June 30, 2016 Expected volatility 192% - 304% Expected term 3 12 months Risk-free interest rate 0.02% - 0.09% Expected dividend yield 0% |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 - STOCKHOLDERS DEFICIT In March 2015 the Company approved a 1-30 Reverse Stock Split and on August 2, 2016 the Company approved a 1-35 Reverse Stock split (see Note 15). The financial statements have been retroactively restated to reflect the August 2, 2016 Reverse Split. In January 2015 the Company made four issuances of common shares related to the same convertible note payable. The Company issued 17,143; 18,095; 18,095 and 19,048 shares of common stock at the contractual rate of $.378 for the reduction of $6,480; at the contractual rate of $.378 for the reduction of 6,840; at $.378 for the reduction of $6,840 and at $.315 for an additional reduction of $6,000 in principal of notes payable. In January 2015 the Company issued 9,523 shares of common stock at the contractual rate of $.1050 for the reduction of $1,000 in principal of convertible notes payable. In January 2015 the Company issued 19,133 shares of common stock at the contractual rate of $.378 for the reduction of $7,556 in principal of convertible notes payable. In February 2015 the Company issued 20,000; 21,905 and 23,810 shares of common stock at the contractual rate of $.315 for the reduction of $6,300; at the contractual rate of $.315 for the reduction of $6,900; and at the contractual rate of $.252 for the reduction of $6,000 in principal of convertible notes payable. In February 2015 the Company made four issuances of common shares at contractual rates related to the same convertible note payable. The Company issued 21,178; 27,051; 29,524 and 31,365 shares of common stock at $.315 for the reduction of $6,671; at $.315 for the reduction of $8,521; at $.252 for the reduction of $7,440 and at $.189 for an additional reduction of $5,928 in principal of notes payable. In February 2015 the Company issued 3,333 shares of common stock at fair market value of $.63 for $2,100 of services rendered. In March 2015 the Company made two issuances of common shares at contractual rates related to the same convertible note payable. The Company issued 119 and 1,238 shares of common stock at $.945 for the reduction of $1,121 and at $.945 for the reduction of $1,170 in principal of notes payable. In March 2015 the Company made issuances of common shares at contractual rates related to the same convertible note payable. The Company issued 138,418 shares of common stock at $.252 for the reduction of $8,720 of principal, interest and associated fees. In March 2015 the Company made two issuances of common shares at contractual rates related to the same convertible note payable. The Company issued 1,310 and 1,565 shares of common stock at $.945 for the reduction of $1,238 and at $.945 for the reduction of $1,479 in principal of notes payable. In March 2015 the Company issued 37,143 shares of common stock at the contractual rate of $.035 for the reduction of $1,300 in principal of convertible notes payable. In the period of April 1, 2015 through June 30, 2015 the Company issued 4,977,930 shares of common stock at contractual rates ranging from $.0336 to $2.625 for the reduction of $265,281 in principal convertible notes payable, $8,540 in fees and $959 in the reduction of accrued interest (See Note 7). In May 2015 the Company issued 85,714 shares of common stock at fair market value of $.49 per share, based on quoted traded prices, for compensation totaling $42,000. In the period of July 1, 2015 through September 30, 2015 the Company issued 2,036,594 shares of common stock at contractual rates ranging from $.0483 to $.1050 for the reduction of $114,289 in principal of convertible notes payable, $156 in fees and $44,181 in the reduction of accrued interest (See Note 7). In the period of October 1, 2015 through December 31, 2015 the Company issued 1,971,517 shares of common stock at contractual rates ranging from $.0460 to $.0805 for the reduction of $85,500 in principal of convertible notes payable and $5,250 in the reduction of accrued interest (See Note 7). On January 6, 2016, the Company filed an amendment to its articles of incorporation (the Amendment) with the Secretary of State of the State of Nevada, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock, $0.001 par value per share (the Series A Preferred Stock). Among other provisions, each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by divided by minus Fifty-one (51) shares of Series A Preferred Stock were authorized and fifty-one (51) shares of Series A Preferred Stock were issued to Roger Ralston, the Companys Chief Executive Officer and a director of the Company (CEO). The Series A Preferred Stock was issued to the CEO and is Series A Super Voting Preferred Stock. The Super Voting was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. All shares of the Series A Preferred Stock shall rank (i) senior to the Companys common stock and any other class or series of capital stock of the Company hereafter created, (ii) pari passu In the period of January 1, 2016 through March 31, 2016 the Company issued 4,609,850 shares of common stock at contractual rates ranging from $.0483 to $.0711 for the reduction of $244,660 in principal of convertible notes payable and $17,753 in the reduction of accrued interest (See Note 7). In the period of April 1, 2016 through June 30, 2016 the Company issued 3,670,250 shares of common stock at contractual rates ranging from $.0063 to $.0252 for the reduction of $59,895 in principal of convertible notes payable and $2,589 in the reduction of accrued interest (See Note 7). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 - RELATED PARTY TRANSACTIONS Due to Related Parties The following related party transactions have been presented on the balance sheet in due to related parties. During the six months ended June 30, 2016, the Company paid $18,915 in accrued interest to the Chief Executive Officer. Additionally, as of June 30, 2016 and as of December 31, 2015 $0 and $48,478 of accrued interest due to related parties has been included in accrued expenses. The Company repaid $10,907 to the Chief Executive Officer and borrowed $2,484 in the second quarter of 2015. The Company repaid $140,330 to the Chief Executive Officer and borrowed $3,412 in the third quarter of 2015. In October 2015 the Company repaid $2,584 to the Chief Executive Officer. As of June 30, 2016 and December 31, 2015 the Company had a payable to the Chief Executive Officer of the Company amounting to $2,160 and $12,560, respectively. These advances are short-term in nature and non-interest bearing. |
Barter Revenue
Barter Revenue | 6 Months Ended |
Jun. 30, 2016 | |
Barter Revenue | |
Barter Revenue | NOTE 11 BARTER REVENUE The Company provides security systems and associated installation labor in exchange for business services. The Company recognizes revenue from these barter transactions when security systems are installed and recognizes deferred barter costs as other current assets until the barter transaction is completed and then recognizes the appropriate expense. The barter revenue is valued at the fair market value which is the selling price we sell to other third parties. The barter revenue for the six months ended June 30, 2016 and the year ended December 31, 2015 totaled $20,543 and $18,047, respectively. |
Accrued Payroll Taxes
Accrued Payroll Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Payroll Taxes | |
Accrued Payroll Taxes | NOTE 12 - ACCRUED PAYROLL TAXES As of June 30, 2016 and December 31, 2015 the Company recorded a liability related to unpaid payroll taxes which includes interest and penalties of approximately $86,000 and $84,000, respectively. The liability was incurred in the years ended December 31, 2007 through December 31, 2010 as a result of the Company not remitting payroll tax liabilities. In August 2013, the Company paid $43,176 and in September 2015, the Company paid $28,281 toward the outstanding payroll tax liabilities. Such amount also includes current payroll tax liabilities and has been included in accrued expenses in the accompanying consolidated financial statements. In period of January 2011 through June 2016 the Company has filed and paid its payroll liabilities timely. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 13 - SEGMENT REPORTING Although the Company has a number of operating divisions, separate segment data has not been presented as they meet the criteria for aggregation as permitted by ASC Topic 280, Segment Reporting (formerly Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures About Segments of an Enterprise and Related Information). Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statements of operations. Therefore, the Company has determined that it operates in a single operating segment, specifically, security systems and related services. For the six months ended June 30, 2016 and the year ended December 31, 2015 all material assets and revenues of the Company were in the United States. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 SUBSEQUENT EVENTS Subsequent to June 30, 2016 the Company issued 3,758,658 shares of common stock in satisfaction of $18,450 of convertible promissory notes and $500 of accrued interest. These notes were converted at contractual rates ranging from $.0039 to $.0063. On July 20, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with a six month maturity date. This convertible debenture converts at 60% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company will account for this conversion feature as a derivative liability. In connection herewith, the Company will record a derivative liability of $62,142, a debt discount of $47,500, and derivative expense of $14,774. The Company also will record OID of $2,500. The OID and debt discount are being amortized over the term of the note. On July 29, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with a six month maturity date. This convertible debenture converts at 60% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note the Company will account for this conversion feature as a derivative liability. In connection herewith, the Company will record a derivative liability of $62,142, a debt discount of $47,500, and derivative expense of $14,774. The Company also will record OID of $2,500. The OID and debt discount will be amortized over the term of the note. On August 2, 2016 the Company approved a 1-35 Reverse Stock split (see Note 9). |
Basis of Presentation and Sum20
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization | Organization DirectView Holdings, Inc., (the Company), was incorporated in the State of Delaware on October 2, 2006. On July 6, 2012 the Company changed its domicile from Delaware and incorporated in the State of Nevada. The Company has the following four subsidiaries: DirectView Video Technologies Inc., DirectView Security Systems Inc., Ralston Communication Services Inc., and Meeting Technologies Inc. The Company is a full-service provider of teleconferencing services to businesses and organizations. The Companys conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Companys primary focus is to provide high value-added conferencing services to organizations such as professional service firms, investment banks, high tech companies, law firms, investor relations firms, and other domestic and multinational companies. The Company is also a provider of the latest technologies in surveillance systems, digital video recording and services. The systems provide onsite and remote video and audio surveillance. |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company, three wholly-owned subsidiaries, and a subsidiary with which the Company has a majority voting interest of approximately 58% (the other 42% is owned by non-controlling interests, including 23% which is owned by the Companys CEO who is a majority shareholder of the Parent Company) as of June 30, 2016. In the preparation of unaudited consolidated financial statements of the Company, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on April 14, 2016. In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Companys financial position as of June 30, 2016, and the results of operations and cash flows for the six months ending June 30, 2016 have been included. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | Use of Estimates In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the statements of financial condition, and revenues and expenses for the six months then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the allowance for doubtful accounts, deferred tax asset valuation allowance, valuation of stock-based compensation, the useful life of property and equipment, valuation of beneficial conversion features on convertible debt and the assumptions used to calculate derivative liabilities. |
Non-controlling Interests in Consolidated Financial Statements | Non-controlling Interests in Consolidated Financial Statements The Company follows ASC 810-10-65, Non-controlling Interests in Consolidated Financial Statements. This statement clarifies that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the unaudited consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, the losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiarys equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. As of June 30, 2016, the Company reflected a non-controlling interest of $29,343 in connection with our majority-owned subsidiary, DirectView Security Systems Inc. as reflected in the accompanying consolidated balance sheets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Companys account at this institution is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. For the six months ended June 30, 2016 the Company has not reached bank balances exceeding the FDIC insurance limit. The Company was over the insured limit by $58,390 for the year ended December 31, 2015. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of June 30, 2016 and December 31, 2015. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. In addition, FASB ASC 825-10-25 Fair Value Option 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 options for any of its qualifying financial instruments. The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, notes payable and due to related parties approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Companys debt and the interest payable on the notes approximates the Companys incremental borrowing rate. |
Accounts Receivable | Accounts Receivable The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company uses specific identification of accounts to reserve possible uncollectible receivables. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At June 30, 2016 and December 31, 2015, management determined that an allowance is necessary which amounted to $38,000 at both dates. During the six months ended June 30, 2016 and the year ended December 31, 2015, the Company recognized $450 and $627 respectively of expenses related to uncollectible accounts receivable. |
Advertising | Advertising Advertising is expensed as incurred. Advertising expenses for the six months ended June 30, 2016 and 2015 was $122,209 and $122,530, respectively. |
Shipping Costs | Shipping costs Shipping costs are included in other selling, general and administrative expenses and was deemed to be not material for the six months ended June 30, 2016 and 2015, respectively. |
Inventories | Inventories Inventories, consisting of finished goods related to our products are stated at the lower of cost or market utilizing the first-in, first-out method. The Company acquires inventory for specific installation jobs. As a result, the Company generally orders inventory only as needed for installations and there was an insignificant amount of inventory on hand at December 31, 2015. Due to the anticipation of customers needs the Company preordered inventory items and had $17,500 in inventory as of June 30, 2016. |
Property and Equipment | Property and Equipment Property and equipment carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. Leasehold improvements are amortized on a straight-line basis over the term of the lease. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets |
Income Taxes | I ncome Taxes Income taxes are accounted for under the asset and liability method as prescribed by ASC Topic 740: Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance, when in the Companys opinion it is likely that some portion or the entire deferred tax asset will not be realized. Pursuant to ASC Topic 740-10: Income Taxes related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The adoption had no effect on the Companys consolidated financial statements. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The Company recorded stock based compensation expense of $0 and $53,860 during the six months ended June 30, 2016 and 2015, respectively. |
Revenue Recognition | Revenue recognition The Company follows the guidance of the FASB ASC 605-10-S99 Revenue Recognition Overall SEC Materials. The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. When a customer order contains multiple items such as hardware, software, and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting. Delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in the Companys control. Sales are recorded net of discounts and discounts are determined to be immaterial. The following policies reflect specific criteria for the various revenue streams of the Company: Revenue is recognized upon completion of conferencing services. The Company generally does not charge up-front fees and bills its customers based on usage. Revenue for video equipment sales and security surveillance equipment sales is recognized upon delivery and installation. Due to the nature of the Companys business it is not practicable to return products therefore the Company has determined that it is not necessary to provide a provision for sales returns and allowances. The Companys manufacturers provide the highest quality products available. If there is a defect in a product related to materials or workmanship the Company extends the manufacturers warranty to its customers. To date this process has never occurred. Therefore no warranty liability is recorded. Revenue from periodic maintenance agreements is generally recognized ratably over the respective maintenance periods provided no significant obligations remain and collectibility of the related receivable is probable. Cost of sales includes cost of products and cost of service. Product cost includes the cost of products and freight costs. Cost of services includes labor and fuel expenses. |
Concentrations of Credit Risk and Major Customers | Concentrations of Credit Risk and Major Customers Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high credit quality financial institutions. Almost all of the Companys sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. During the six months ended June 30, 2016, three customers accounted for 50% of revenues. The following is a list of percentage of revenue generated by the three customers: Customer 1 10 % Customer 2 11 % Customer 3 29 % Total 50 % During the six months ended June 30, 2015, two customers accounted for 53% of revenues. The following is a list of percentage of revenue generated by the two customers: Customer 1 41 % Customer 2 12 % Total 53 % As of June 30, 2016, two customers accounted for 44% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the two customers: Customer 1 10 % Customer 2 34 % Total 44 % As of December 31, 2015, three customers accounted for 65% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: Customer 1 14 % Customer 2 16 % Customer 3 35 % Total 65 % |
Research and Development | Research and Development Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter product) or a new process or technique (hereinafter process) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per Statement of Financial Account Standards Number 2, the Company expenses research and development cost as incurred. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party. |
Net Loss Per Common Share | Net Loss per Common Share Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (ASC 260). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net earnings per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. At June 30, 2016 the Company had 12,822,431,600 share equivalents issuable pursuant to embedded conversion features. At December 31, 2015 the Company had 1,240,096,048 share equivalents issuable pursuant to embedded conversion features. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow. |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Concentrations of Credit Risk and Major Customers | During the six months ended June 30, 2016, three customers accounted for 50% of revenues. The following is a list of percentage of revenue generated by the three customers: Customer 1 10 % Customer 2 11 % Customer 3 29 % Total 50 % During the six months ended June 30, 2015, two customers accounted for 53% of revenues. The following is a list of percentage of revenue generated by the two customers: Customer 1 41 % Customer 2 12 % Total 53 % As of June 30, 2016, two customers accounted for 44% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the two customers: Customer 1 10 % Customer 2 34 % Total 44 % As of December 31, 2015, three customers accounted for 65% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: Customer 1 14 % Customer 2 16 % Customer 3 35 % Total 65 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated life June 30, 2016 December 31, 2015 Leasehold Improvements 2 years $ 26,901 $ 26,901 Less: Accumulated amortization (18,470 ) (11,745 ) Furniture and fixtures 3 years 2,771 2,771 Less: Accumulated depreciation (2,771 ) (2,771 ) $ 8,431 $ 15,156 |
Accrurd Expenses (Tables)
Accrurd Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of June 30, 2016 and December 31, 2015 the Company had accrued expenses of $2,069,136 and $2,024,457 respectively. The following table displays the accrued expenses by category. June 30, 2016 December 31, 2015 Operating Expenses $ 31,453 $ 87,410 Lease Abandonment 164,375 164,375 Employee Commissions 60,590 60,590 Interest 321,861 276,791 Salaries 1,359,977 1,312,594 Sales Tax Payable 45,086 37,994 Payroll Liabilities 85,794 84,703 $ 2,069,136 $ 2,024,457 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | Convertible promissory notes consisted of the following: June 30, 2016 December 31, 2015 Secured convertible promissory notes $ 2,772,232 $ 2,507,356 debt discount liability (706,413 ) (1,221,506 ) debt discount original issue discount (36,255 ) (57,352 ) debt discount deferred financing - (4,189 ) Secured convertible promissory notes net $ 2,295,564 $ 1,224,309 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Reconciliation of Derivative Liability Measured at Fair Value Recurring Basis Using Significant Unobservable Inputs | The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from December 31, 2014 to June 30, 2016: Conversion feature derivative liability Balance at December 31, 2014 $ 1,462,984 Recognition of initial derivative liability 3,492,594 Reclass of derivative liability to additional paid in capital due to conversions (1,196,842 ) Change in fair value included in earnings (40,494 ) Balance at December 31, 2015 3,718,242 Initial fair value of derivative liability recorded as debt discount 554,301 Initial fair value of derivative liability charged to other expense 197,508 Reclass of derivative liability to additional paid in capital due to conversions (427,099 ) Change in fair value included in earnings 38,390 Balance at June 30, 2016 $ 4,081,342 |
Assumptions for Determining Fair Value of Convertible Instruments | The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: June 30, 2016 Expected volatility 192% - 304% Expected term 3 12 months Risk-free interest rate 0.02% - 0.09% Expected dividend yield 0% |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Non-controlling interest | $ 29,343 | $ 32,332 | |
Federal Deposit Insurance Corporation ("FDIC") limit | 250,000 | ||
Over insured limit | 58,390 | ||
Accounts receivable net | 38,000 | 38,000 | |
Expenses related to uncollectible accounts receivable | 450 | 627 | |
Advertising expenses | 122,209 | $ 122,530 | |
Inventory on hand | 17,500 | ||
Impairment charges | |||
Percentage of tax benefit | 50.00% | ||
Stock based compensation expense | $ 0 | $ 53,860 | |
Embedded conversion features | 12,822,431,600 | 1,240,096,048 | |
Noncontrolling Interest [Member] | |||
Majority voting interest | 42.00% | ||
Noncontrolling Interest [Member] | Chief Executive Officer [Member] | |||
Majority voting interest | 23.00% | ||
Subsidiaries [Member] | |||
Majority voting interest | 58.00% |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Concentrations of Credit Risk and Major Customers (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 44.00% | 65.00% | |
Customer 1 [Member] | Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 10.00% | 14.00% | |
Customer 2 [Member] | Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 34.00% | 16.00% | |
Customer 3 [Member] | Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 35.00% | ||
Revenue [Member] | |||
Concentrations of Credit Risk and Major Customers | 50.00% | 53.00% | |
Revenue [Member] | Customer 1 [Member] | |||
Concentrations of Credit Risk and Major Customers | 10.00% | 41.00% | |
Revenue [Member] | Customer 2 [Member] | |||
Concentrations of Credit Risk and Major Customers | 11.00% | 12.00% | |
Revenue [Member] | Customer 3 [Member] | |||
Concentrations of Credit Risk and Major Customers | 29.00% |
Basis of Presentation and Sum28
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Concentrations of Credit Risk and Major Customers (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 44.00% | 65.00% | |
Two Customer [Member] | Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 44.00% | ||
Three Customer [Member] | Accounts Receivable [Member] | |||
Concentrations of Credit Risk and Major Customers | 65.00% | ||
Revenue [Member] | |||
Concentrations of Credit Risk and Major Customers | 50.00% | 53.00% | |
Revenue [Member] | Three Customer [Member] | |||
Concentrations of Credit Risk and Major Customers | 50.00% | ||
Revenue [Member] | Two Customer [Member] | |||
Concentrations of Credit Risk and Major Customers | 53.00% |
Going Concern Considerations (D
Going Concern Considerations (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 25,321,619 | $ 23,081,557 | |
Stockholders' deficit | 8,314,070 | $ 6,823,014 | |
Working capital deficiency | 8,360,676 | ||
Net cash used in operating activities | $ 805,548 | $ 358,007 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 1 Months Ended | 6 Months Ended | 14 Months Ended | |||
Nov. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Aug. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2014USD ($)ft² | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expense | $ 6,725 | $ 3,112 | ||||
Area of office space leased | ft² | 3,000 | |||||
Leasehold improvements | 26,901 | $ 14,453 | $ 26,901 | $ 12,448 | ||
Straight-line basis lease commitmet period | 2 years | |||||
Lease commencing term | July 2014 and August 2015 | |||||
Accrued rent expense | $ 6,460 | $ 5,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Jun. 30, 2014 | |
Leasehold Improvements | $ 26,901 | $ 26,901 | $ 14,453 | $ 12,448 |
Less: Accumulated amortization | (18,470) | (11,745) | ||
Furniture and fixtures | 2,771 | 2,771 | ||
Less: Accumulated depreciation | (2,771) | (2,771) | ||
Property Plant and Equipment Net | $ 8,431 | $ 15,156 | ||
Leasehold Improvements [Member] | ||||
Estimated Life | 2 years | |||
Furniture And Fixtures [Member] | ||||
Estimated Life | 3 years |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Feb. 29, 2016 | Jan. 31, 2010 | Nov. 30, 2009 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2012 | |
Payment of note payable | $ 9,900 | $ 50,000 | |||||
Note payable balance | 116,792 | $ 126,692 | |||||
Accrued interest on notes payable | 62,500 | 64,200 | |||||
Regal Capital [Member] | |||||||
Demand notes | 116,792 | 116,792 | $ 116,792 | ||||
Demand notes bearing interest rate | 12.00% | ||||||
Unsecured Notes Payable [Member] | |||||||
Unsecured notes payable | $ 20,000 | ||||||
Debt conversion price per share | $ 0.05 | ||||||
Note payable bears interest rate | 6.00% | ||||||
Note payable mature date | Jan. 31, 2011 | May 31, 2010 | |||||
Payment of note payable | $ 19,133 | ||||||
Note payable balance | 9,900 | $ 0 | $ 9,900 | ||||
Accrued interest on notes payable | $ 9,233 |
Short Term Advances (Details Na
Short Term Advances (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Short term advances | $ 146,015 | $ 146,015 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 2,069,136 | $ 2,024,457 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Operating Expenses | $ 31,453 | $ 87,410 |
Lease Abandonment | 164,375 | 164,375 |
Employee Commissions | 60,590 | 60,590 |
Interest | 321,861 | 276,791 |
Salaries | 1,359,977 | 1,312,594 |
Sales Tax Payable | 45,086 | 37,994 |
Payroll Liabilities | 85,794 | 84,703 |
Total | $ 2,069,136 | $ 2,024,457 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | Jun. 24, 2016 | May 23, 2016 | Apr. 02, 2016 | Mar. 07, 2016 | Feb. 29, 2016 | Feb. 05, 2016 | Jan. 19, 2016 | Dec. 18, 2015 | Nov. 18, 2015 | Oct. 19, 2015 | Jul. 23, 2015 | Jul. 15, 2015 | Jul. 02, 2015 | Jun. 15, 2015 | Jun. 05, 2015 | May 27, 2015 | May 15, 2015 | May 05, 2015 | Feb. 11, 2015 | Oct. 27, 2014 | Jun. 30, 2016 | May 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | May 31, 2016 | May 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2009 | Apr. 30, 2015 | Dec. 19, 2014 | Oct. 31, 2014 | Mar. 31, 2014 | Jan. 16, 2014 | Dec. 31, 2013 | Dec. 11, 2013 | Oct. 10, 2013 | Sep. 30, 2013 | May 31, 2013 |
Debt discount amount | $ 36,255 | $ 57,352 | $ 36,255 | $ 36,255 | $ 57,352 | ||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | 555,749 | 919,034 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 85,714 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of note payable | 54,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 324,895 | 272,386 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 62,500 | 64,200 | 62,500 | 62,500 | 64,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 523,536 | $ 103,752 | 1,079,285 | 175,200 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 47,500 | 7,974 | 7,974 | 7,974 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 52,632 | 52,632 | 52,632 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 65,144 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 17,776 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 71,250 | 4,350 | 4,350 | 4,350 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 78,947 | 78,947 | 78,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 84,205 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 15,653 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 3,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassified unsecured notes payable from long-term to short-term | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of reclassified unsecured notes payable from long-term to short-term | 3.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 990 | $ 764 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder assigned note balance to third party | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 23,246 | 23,246 | 23,246 | 23,246 | 23,246 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable mature date | Jan. 31, 2010 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable mature date | Apr. 30, 2010 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.00075 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 8,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 8,333 | 8,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.0008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 23,958 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 51,848 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 26,848 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Three Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0175 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 100,000 | 150,000 | 100,000 | 100,000 | 150,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Repayment of note payable | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 18,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 21,600 | 21,600 | 21,600 | 21,600 | 21,600 | 21,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 311,662 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture converted at lower price | $ 0.0025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 25 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 1,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 5,017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 27,174 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 559,006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 0 | 27,174 | 0 | 0 | 27,174 | $ 27,174 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 5,017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture converted at lower price | $ 0.0025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 25 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note holder assigned to another note holder | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,174 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Third Party [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .035 | $ .105 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 17,200 | $ 1,300 | $ 1,000 | $ 17,200 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | $ 0 | $ 4,989 | $ 0 | $ 0 | $ 4,989 | ||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 397,143 | 37,143 | 9,524 | 397,143 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of note payable | $ 4,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note holder assigned to another note holder | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,489 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Minimum [Member] | Third Party [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .028 | $ .028 | $ .028 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Maximum [Member] | Third Party [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .055 | $ .055 | $ .055 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0406 | $ 0.00138 | $ .0441 | $ .0483 | $ .0483 | $ .0406 | $ .0406 | $ 0.00138 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,348 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 14,696 | $ 10,000 | $ 24,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | $ 14,696 | $ 0 | $ 14,696 | $ 14,696 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 362,733 | 226,757 | 496,894 | 207,039 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 54,348 | $ 58,696 | $ 58,696 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 119,940 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 69,940 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture converted at lower price | $ 0.0025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 25 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,348 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0256 | $ .0256 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 27,117 | $ 65,673 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 453,252 | 941,913 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 115,789 | 0 | $ 92,789 | 0 | 0 | $ 92,789 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 147,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 37,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net of debt discount and deferred financing | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,789 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 11,579 | $ 11,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0686 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0711 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0564 | $ .0564 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 95,000 | 56,944 | 56,944 | 56,944 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 23,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 408,148 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 111,111 | 111,111 | 111,111 | 111,111 | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 141,697 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 52,808 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | $ 52,632 | 52,632 | 52,632 | $ 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 67,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 17,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 52,632 | 46,053 | 32,895 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | 52,632 | 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 67,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 17,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,632 | 44,591 | 31,433 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | $ 52,632 | 52,632 | $ 52,632 | $ 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 67,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 17,171 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,632 | 29,386 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0063 | $ .0063 | $ .0063 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 793,651 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | $ 152,895 | 157,895 | $ 152,895 | $ 152,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 201,512 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 59,406 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net of debt discount and deferred financing | $ 1,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 113,707 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | 157,895 | 157,895 | 157,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 201,512 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 59,406 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 82,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | 157,895 | 157,895 | 157,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | 201,512 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 59,406 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 151,645 | 76,645 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0154 | $ .0251 | $ .0482 | $ .0154 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 429,439 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 14,000 | $ 15,000 | $ 70,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 55.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 909,091 | 599,401 | 1,454,545 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 429,439 | 330,439 | $ 429,439 | 330,439 | 330,439 | 429,439 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 278,164 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 55.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 707,603 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 318,849 | $ 278,767 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0525 | $ .0168 | $ .0252 | $ .0525 | $ .0525 | $ .00048 | $ .0168 | $ .00048 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 1,089 | $ 1,089 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 10,895 | $ 15,000 | $ 20,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares | 713,346 | 654,762 | 419,048 | 419,048 | 24,967,113 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 407,789 | $ 407,789 | 473,684 | 407,789 | 407,789 | $ 473,684 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 317,456 | 159,101 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,000 | $ 1,089 | $ 1,500 | $ 2,000 | $ 2,000 | $ 1,089 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | 113,750 | 38,750 | 113,750 | 113,750 | 38,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,500 | 157,500 | 157,500 | 157,500 | 157,500 | 157,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 259,764 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 55.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 117,264 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | 101,250 | 26,250 | 101,250 | 101,250 | 26,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,500 | 157,500 | 157,500 | 157,500 | 157,500 | 157,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 259,764 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 55.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 117,264 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 237,500 | 148,575 | 23,575 | 148,575 | 148,575 | 23,575 | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 263,158 | $ 263,158 | 263,158 | 263,158 | $ 263,158 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 263,158 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 335,598 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 98,756 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | 70,395 | 70,395 | 70,395 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | 157,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 201,359 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 59,254 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 118,573 | 34,584 | 34,584 | 34,584 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 118,573 | 118,573 | 118,573 | 118,573 | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 151,213 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 38,569 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,632 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 95,000 | $ 30,263 | $ 30,263 | 30,263 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 105,263 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 105,263 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 108,185 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 13,448 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Secured convertible promissory notes | $ 2,772,232 | $ 2,507,356 |
debt discount liability | (706,413) | (1,221,506) |
debt discount original issue discount | (36,255) | (57,352) |
debt discount deferred financing | (4,189) | |
Secured convertible promissory notes - net | $ 2,295,564 | $ 1,224,309 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | May 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative Liability | $ 4,081,342 | $ 3,718,242 | $ 1,462,984 | |
Change in fair value included in earnings | $ 38,390 | $ (40,494) | ||
Change in quoted market price of common stock | $ .0175 | $ .0126 | $ .49 |
Derivative Liability - Reconcil
Derivative Liability - Reconciliation of Derivative Liability Measured at Fair Value Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Conversion feature derivative liability, Beginning | $ 3,718,242 | $ 1,462,984 |
Recognition of initial derivative liability | 3,492,594 | |
Reclass of derivative liability to additional paid in capital due to conversions | (427,099) | (1,196,842) |
Initial fair value of derivative liability recorded as debt discount | 554,301 | |
Initial fair value of derivative liability charged to other expense | 197,508 | |
Change in fair value included in earnings | 38,390 | (40,494) |
Conversion feature derivative liability, Ending | $ 4,081,342 | $ 3,718,242 |
Derivative Liability - Assumpti
Derivative Liability - Assumptions for Determining Fair Value of Convertible Instruments (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected volatility | 192.00% |
Expected term | 3 months |
Risk-free interest rate | 0.02% |
Maximum [Member] | |
Expected volatility | 304.00% |
Expected term | 12 months |
Risk-free interest rate | 0.09% |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 02, 2016 | Jan. 06, 2016 | May 31, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Reverse stock split | 1-35 Reverse Stock split | 1-30 Reverse Stock Split | |||||||||
Common stock price per share | $ .49 | $ .0175 | $ .0126 | $ .0175 | $ .0126 | ||||||
Issuances of common shares related to note payable | 85,714 | ||||||||||
Accrued interest | $ 62,500 | $ 64,200 | $ 62,500 | $ 64,200 | |||||||
Stock issued during period share-based compensation | $ 42,000 | ||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, authorized shares | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, issued shares | 0 | 0 | 0 | 0 | |||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock par value | $ 0.001 | ||||||||||
Preferred stock voting rights description | Among other provisions, each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the Numerator), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) (0.019607 x 5,000,000) = 102,036). | ||||||||||
Preferred stock, issued shares | 51 | 0 | 51 | 0 | |||||||
Series A Preferred Stock [Member] | Roger Ralston [Member] | |||||||||||
Preferred stock, authorized shares | 51 | ||||||||||
Preferred stock, issued shares | 51 | ||||||||||
Convertible Promissory Notes Thirteen [Member] | |||||||||||
Issuances of common shares related to note payable | 3,670,250 | 1,971,517 | |||||||||
Principal of notes payable | $ 59,895 | $ 85,500 | $ 59,895 | $ 85,500 | |||||||
Accrued interest | 2,589 | $ 5,250 | $ 2,589 | $ 5,250 | |||||||
Convertible Notes Payable [Member] | |||||||||||
Issuances of common shares related to note payable | 4,609,850 | ||||||||||
Principal of notes payable | 244,660 | $ 244,660 | |||||||||
Accrued interest | $ 17,753 | $ 17,753 | |||||||||
Minimum [Member] | Convertible Promissory Notes Thirteen [Member] | |||||||||||
Debt instruments upon conversion at contractual rate | $ .0460 | ||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||||||
Debt instruments upon conversion at contractual rate | $ .0063 | $ .0483 | |||||||||
Maximum [Member] | Convertible Promissory Notes Thirteen [Member] | |||||||||||
Debt instruments upon conversion at contractual rate | $ .0805 | ||||||||||
Maximum [Member] | Convertible Notes Payable [Member] | |||||||||||
Debt instruments upon conversion at contractual rate | $ .0252 | $ .0711 | |||||||||
April through June 2015 [Member] | |||||||||||
Issuances of common shares related to note payable | 4,977,930 | ||||||||||
Principal of notes payable | $ 265,281 | ||||||||||
Convertible notes payable fees | 8,540 | ||||||||||
Accrued interest | $ 959 | ||||||||||
April through June 2015 [Member] | Minimum [Member] | |||||||||||
Common stock price per share | $ .0336 | ||||||||||
April through June 2015 [Member] | Maximum [Member] | |||||||||||
Common stock price per share | $ 2.625 | ||||||||||
July 1, 2015 through September 30, 2015 [Member] | |||||||||||
Issuances of common shares related to note payable | 2,036,594 | ||||||||||
Principal of notes payable | $ 114,289 | $ 114,289 | |||||||||
Convertible notes payable fees | 156 | ||||||||||
Accrued interest | $ 44,181 | $ 44,181 | |||||||||
July 1, 2015 through September 30, 2015 [Member] | Minimum [Member] | |||||||||||
Common stock price per share | $ .0483 | $ .0483 | |||||||||
July 1, 2015 through September 30, 2015 [Member] | Maximum [Member] | |||||||||||
Common stock price per share | $ .1050 | $ .1050 | |||||||||
Common Stock 1 [Member] | Note Payable 1 [Member] | |||||||||||
Common stock price per share | $ .945 | $ .315 | $ .378 | ||||||||
Issuances of common shares related to note payable | 119 | 20,000 | 17,143 | ||||||||
Principal of notes payable | $ 1,121 | $ 6,300 | $ 6,480 | ||||||||
Common Stock 1 [Member] | Note Payable 2 [Member] | |||||||||||
Common stock price per share | $ .945 | $ .315 | $ .378 | ||||||||
Issuances of common shares related to note payable | 1,238 | 21,905 | 18,095 | ||||||||
Principal of notes payable | $ 1,170 | $ 6,900 | $ 6,840 | ||||||||
Common Stock 1 [Member] | Note Payable 3 [Member] | |||||||||||
Common stock price per share | $ .252 | $ .378 | |||||||||
Issuances of common shares related to note payable | 23,810 | 18,095 | |||||||||
Principal of notes payable | $ 6,000 | $ 6,840 | |||||||||
Common Stock 1 [Member] | Note Payable 4 [Member] | |||||||||||
Common stock price per share | $ .315 | ||||||||||
Issuances of common shares related to note payable | 19,048 | ||||||||||
Principal of notes payable | $ 6,000 | ||||||||||
Common Stock 2 [Member] | |||||||||||
Common stock price per share | $ .252 | $ .1050 | |||||||||
Issuances of common shares related to note payable | 138,418 | 9,523 | |||||||||
Principal of notes payable | $ 8,720 | $ 1,000 | |||||||||
Common Stock 2 [Member] | Note Payable 1 [Member] | |||||||||||
Common stock price per share | $ .315 | ||||||||||
Issuances of common shares related to note payable | 21,178 | ||||||||||
Principal of notes payable | $ 6,671 | ||||||||||
Common Stock 2 [Member] | Note Payable 2 [Member] | |||||||||||
Common stock price per share | $ .315 | ||||||||||
Issuances of common shares related to note payable | 27,051 | ||||||||||
Principal of notes payable | $ 8,521 | ||||||||||
Common Stock 2 [Member] | Note Payable 3 [Member] | |||||||||||
Common stock price per share | $ .252 | ||||||||||
Issuances of common shares related to note payable | 29,524 | ||||||||||
Principal of notes payable | $ 7,440 | ||||||||||
Common Stock 2 [Member] | Note Payable 4 [Member] | |||||||||||
Common stock price per share | $ .189 | ||||||||||
Issuances of common shares related to note payable | 31,365 | ||||||||||
Principal of notes payable | $ 5,928 | ||||||||||
Common Stock 3 [Member] | |||||||||||
Common stock price per share | $ .63 | $ .378 | |||||||||
Issuances of common shares related to note payable | 19,133 | ||||||||||
Principal of notes payable | $ 7,556 | ||||||||||
Common stock issued for services | 3,333 | ||||||||||
Common stock value issued for services | $ 2,100 | ||||||||||
Common Stock 3 [Member] | Note Payable 1 [Member] | |||||||||||
Common stock price per share | $ .945 | ||||||||||
Issuances of common shares related to note payable | 1,310 | ||||||||||
Principal of notes payable | $ 1,238 | ||||||||||
Common Stock 3 [Member] | Note Payable 2 [Member] | |||||||||||
Common stock price per share | $ .945 | ||||||||||
Issuances of common shares related to note payable | 1,565 | ||||||||||
Principal of notes payable | $ 1,479 | ||||||||||
Common Stock 4 [Member] | |||||||||||
Common stock price per share | $ .035 | ||||||||||
Issuances of common shares related to note payable | 37,143 | ||||||||||
Principal of notes payable | $ 1,300 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accrued interest due to related parties included in accrued expenses | $ 0 | $ 48,478 | ||||
Borrowed amount | $ (26,259) | |||||
Chief Executive Officer [Member] | ||||||
Accrued interest due to related parties included in accrued expenses | 18,915 | |||||
Repaid the remaining balance | $ 2,584 | $ 140,330 | $ 10,907 | |||
Borrowed amount | $ 3,412 | $ 2,484 | ||||
Due to related parties | $ 2,160 | $ 12,560 |
Barter Revenue (Details Narrati
Barter Revenue (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Barter Revenue | ||
Barter revenue | $ 20,543 | $ 18,047 |
Accrued Payroll Taxes (Details
Accrued Payroll Taxes (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Aug. 31, 2013 |
Accrued Payroll Taxes | ||||
Payroll taxes includes interest and penalties | $ 86,000 | $ 84,000 | ||
Paid outstanding payroll tax liabilities | $ 28,281 | $ 43,176 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 29, 2016 | Jul. 20, 2016 | May 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Debt instruments conversion into shares | 85,714 | |||||||
Debt instruments conversion into shares, value | $ 555,749 | $ 919,034 | ||||||
Accrued interest | $ 62,500 | 62,500 | 64,200 | |||||
Debt discount | 36,255 | 36,255 | $ 57,352 | |||||
Original issue discount | 523,536 | $ 103,752 | $ 1,079,285 | $ 175,200 | ||||
Subsequent Event [Member] | ||||||||
Debt instruments conversion into shares | 3,758,658 | |||||||
Debt instruments conversion into shares, value | $ 18,450 | |||||||
Accrued interest | $ 500 | $ 500 | ||||||
Subsequent Event [Member] | Original Issue Discount (OID) Convertible Promissory Note [Member] | ||||||||
Percentage of sale of original issue discount convertible promissory note | 5.00% | 5.00% | ||||||
Debt conversion into shares of common stock to lowest trade price | 60.00% | 60.00% | ||||||
Principal balance of note payable | $ 52,632 | $ 52,632 | ||||||
Derivative liability | 62,142 | 62,142 | ||||||
Debt discount | 47,500 | 47,500 | ||||||
Derivative expense | 14,774 | 14,774 | ||||||
Original issue discount | $ 2,500 | $ 2,500 | ||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Debt conversion price per share | $ .0039 | $ .0039 | ||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Debt conversion price per share | $ .0063 | $ .0063 |