Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 13, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | DIRECTVIEW HOLDINGS INC | ||
Entity Central Index Key | 1,441,769 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 322,602 | ||
Entity Common Stock, Shares Outstanding | 997,794,385 | ||
Trading Symbol | DIRV | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 58,449 | $ 330,015 |
Accounts Receivable - net | 85,455 | 187,677 |
Inventory | 29,953 | |
Other Current Assets | 52,556 | 47,489 |
Total Current Assets | 226,413 | 565,181 |
PROPERTY AND EQUIPMENT - Net | 15,156 | |
OTHER ASSETS | 26,167 | 7,582 |
Total Assets | 252,580 | 587,919 |
CURRENT LIABILITIES: | ||
Convertible Promissory Notes, net of debt discounts of $309,302 and $1,283,047 | 2,492,573 | 1,224,309 |
Short Term Advances | 146,015 | 146,015 |
Notes Payable | 116,792 | 126,692 |
Accounts Payable | 270,516 | 158,658 |
Accrued Expenses | 2,346,521 | 2,024,457 |
Deferred Revenue | 38,500 | |
Due to Related Parties | 1,814 | 12,560 |
Derivative Liability | 4,956,637 | 3,718,242 |
Total Current Liabilities | 10,369,368 | 7,410,933 |
Total Liabilities | 10,369,368 | 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 December 31, 2016 and 0 shares issued and outstanding as of December 31, 2015) | ||
Common Stock ($0.0001 Par Value; 1,000,000,000 Shares Authorized; 426,830,970 and 13,035,581 shares issued and outstanding as of December 31, 2016 | 42,683 | 1,304 |
Additional Paid-in Capital | 17,687,405 | 16,224,907 |
Accumulated Deficit | (27,844,136) | (23,081,557) |
Total DirectView Holdings, Inc. Stockholders' Deficit | (10,114,048) | (6,855,346) |
Non-Controlling Interest in Subsidiary | (2,740) | 32,332 |
Total Stockholders' Deficit | (10,116,788) | (6,823,014) |
Total Liabilities and Stockholders' Deficit | $ 252,580 | $ 587,919 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Convertible promissory notes, debt discounts | $ 309,302 | $ 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 | 426,830,970 | 13,035,581 |
Common stock, outstanding shares | 426,830,970 | 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 - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NET SALES: | ||
Sales of Product | $ 309,687 | $ 598,774 |
Services | 151,015 | 205,620 |
Total Net Sales | 460,702 | 804,394 |
COST OF SALES: | ||
Cost of Product | 134,662 | 354,007 |
Cost of Services | 96,603 | 159,887 |
Total Cost of Sales | 231,265 | 513,894 |
GROSS PROFIT | 229,437 | 290,500 |
OPERATING EXPENSES: | ||
Marketing and Public Relations | 178,495 | 443,015 |
Rent | 79,320 | 97,203 |
Depreciation | 15,156 | 8,632 |
Bad Debt Expense | 106,898 | 627 |
Research and Development | 18,014 | 21,019 |
Compensation and Related Taxes | 508,575 | 790,336 |
Other Selling, General and Administrative | 724,521 | 706,340 |
Total Operating Expenses | 1,630,979 | 2,067,172 |
LOSS FROM OPERATIONS | (1,401,542) | (1,776,672) |
OTHER INCOME (EXPENSES): | ||
Gain on conversion of related party loan | 10,264 | |
Change in Fair Value of Derivative Liabilities | (958,072) | 40,404 |
Initial Derivative Expense | (348,244) | (1,479,865) |
Interest Income | 271 | 23,696 |
Amortization of Debt Discount | (1,721,296) | (919,034) |
Amortization of Deferred Financing Costs | (6,288) | (32,729) |
Interest Expense | (372,745) | (228,818) |
Total Other Expense | (3,396,110) | (2,596,346) |
NET LOSS | (4,797,652) | (4,373,018) |
Less: Net Income (Loss) Attributable to Non-Controlling Interest | 35,072 | (62,767) |
Net Loss Attributable to DirectView Holdings, Inc. | $ (4,762,580) | $ (4,435,785) |
NET LOSS PER COMMON SHARE: | ||
Basic and Diluted | $ (0.08) | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and Diluted | 56,188,593 | 257,604,137 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,797,652) | $ (4,373,018) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and amortization | 15,156 | 8,632 |
Common stock issued for compensation and services | 69,864 | 343,860 |
Change in fair value of derivative liabilities | 958,072 | (40,404) |
Initial derivative liability expense | 348,244 | 1,479,865 |
Amortization of debt discount | 1,721,296 | 919,034 |
Amortization of deferred financing costs | 6,288 | 32,729 |
Bad debt expenses | 106,898 | 627 |
Amortization of original issue discount | 86,524 | 51,629 |
(Increase) Decrease in: | ||
Accounts receivable | (4,676) | (128,290) |
Other current assets | (5,067) | (52,616) |
Other assets | (48,538) | |
Gain on conversion of related party loan | (10,264) | |
Increase (Decrease) in: | ||
Accounts payable | 75,412 | 3,943 |
Accrued expenses | 393,368 | 490,382 |
Deferred revenue | 38,500 | |
Net Cash (Used in) Operating Activities | (1,046,575) | (1,263,626) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of leasehold improvements | (14,453) | |
Net Cash (Used in) Investing Activities | (14,453) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 850,644 | 2,296,438 |
Payments of convertible notes payable | (54,989) | (50,000) |
Proceeds from notes payable | 25,000 | |
Payments of notes payable | (34,900) | |
Proceeds from related parties | 26,940 | |
Payments to related parties | (10,746) | (678,442) |
Net Cash Provided by Financing Activities | 775,009 | 1,594,936 |
Net (Decrease) Increase in Cash | (271,566) | 316,857 |
Cash - Beginning of Period | 330,015 | 13,158 |
Cash - End of Period | 58,449 | 330,015 |
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 | 1,434,022 | 619,287 |
Issuance of Common Stock in satisfaction of amount due to related party | 10,000 | |
Initial recognition of derivative liability as debt discount | 1,044,053 | 1,101,046 |
Reclassification of derivative liability to additional paid in capital | $ 840,039 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 41 | $ 14,056,182 | $ (18,645,772) | $ (30,435) | $ (4,619,984) | |
Balance, shares at Dec. 31, 2014 | 412,598 | |||||
Issuance of Common Stock in connection with the conversion of convertible promissory notes and accrued interest | $ 968 | 618,319 | 619,287 | |||
Issuance of Common Stock in connection with the conversion of convertible promissory notes and accrued interest, shares | 9,676,793 | |||||
Issuance of Common Stock for Compensation and Services | $ 285 | 343,575 | 343,860 | |||
Issuance of Common Stock for Compensation and Services, shares | 2,850,952 | |||||
Issuance of Common Stock in satisfaction of amount due to related party | $ 10 | 9,990 | 10,000 | |||
Issuance of Common Stock in satisfaction of amount due to related party, shares | 95,238 | |||||
Adjustment to APIC to reflect change in fair value of derivative liabilities upon conversion of promissory notes | 1,196,841 | 1,196,841 | ||||
Net loss for the year | (4,435,785) | 62,767 | (4,373,018) | |||
Balance at Dec. 31, 2015 | $ 1,304 | 16,224,907 | (23,081,557) | 32,332 | (6,823,014) | |
Balance, shares at Dec. 31, 2015 | 13,035,581 | |||||
Issuance of Common Stock in connection with the conversion of convertible promissory notes and accrued interest | $ 34,304 | 559,679 | 593,983 | |||
Issuance of Common Stock in connection with the conversion of convertible promissory notes and accrued interest, shares | 343,035,717 | |||||
Issuance of Common Stock for Compensation and Services | $ 7,076 | 62,788 | 69,864 | |||
Issuance of Common Stock for Compensation and Services, shares | 70,759,672 | |||||
Issuance of Common Stock in satisfaction of amount due to related party | ||||||
Reclassification of derivative liability to additional paid in capital | 840,039 | 840,039 | ||||
Adjustment to agree to transfer agent report | (1) | (8) | (9) | |||
Net loss for the year | (4,762,579) | (35,072) | (4,797,652) | |||
Balance at Dec. 31, 2016 | $ 42,683 | $ 17,687,405 | $ (27,844,136) | $ (2,740) | $ (10,116,788) | |
Balance, shares at Dec. 31, 2016 | 426,830,970 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 Company’s conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Company’s 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 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 12% which is owned by the Company’s CEO) as of December 31, 2016. In the preparation of the 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). All share and per share amounts have been presented to give retroactive effect to a 1 for 30 reverse - stock split that occurred in March 2015. Use of Estimates In preparing the 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 years 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 subsidiary’s 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 December 31, 2016, the Company reflected a non-controlling interest of ($2,740) 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 Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. For the year ended December 31, 2016 the Company had not reached bank balances exceeding the FDIC insurance limit. For the year ended December 31, 2015 the Company was over the insured limit by $58,390. 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 entity’s own assumptions Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of December 31, 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. As of December 31, 2016 and 2015 there were not any cash equivalents. 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 Company’s debt and the interest payable on the notes approximates the Company’s 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 December 31, 2016 and December 31, 2015, management determined that an allowance is necessary which amounted to $38,000 at both dates. During the years ended December 31, 2016 and 2015, the Company recognized $106,898 and $627 respectively of expenses related to uncollectible accounts receivable. Advertising Advertising is expensed as incurred. Advertising expense for the years ended December 31, 2016 and 2015 was $178,495 and $443,015 respectively. Shipping costs Shipping costs are included in other selling, general and administrative expenses and were deemed to be not material for the years ended December 31, 2016 and 2015, respectively. Inventory Inventory, consisting of finished goods related to our products is 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 purchased inventory items and had $29,953 in inventory as of December 31, 2016. Property and Equipment Property and equipment is 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 Company’s 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 Company’s 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 $60,932 to employees and $8,932 to non-employees during the year ended December 31, 2016. The company recorded stock based compensation expense of $334,100 to employees and $9,760 to non-employees during the year ended December 31, 2015. 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 Company’s 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 Company’s 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 Company’s manufacturers provide the highest quality products available. If there is a defect in a product related to materials or workmanship the Company extends the manufacturer’s 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 Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. During the year ended December 31, 2016, one customer accounted for 18% of revenues. During the year ended December 31, 2015, two customers accounted for 52% of revenues. The following is a list of percentage of accounts receivable owed by the two customers. Customer 1 16 % Customer 2 36 % Total 52 % As of December 31, 2016, three customers accounted for 39% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: Customer 1 13 % Customer 2 13 % Customer 3 13 % Total 39 % As of December 31, 2016, one customer accounted for 36% of total accounts receivable. 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 FASB ASC 730, 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 December 31, 2016 the Company had 5,946,749,740 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 flows, except as described below. In May 2014, the FASB issued an update (“ASU 2014-09”) Revenue from Contracts with Customers. |
Going Concern Considerations
Going Concern Considerations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Considerations | NOTE 2 – GOING CONCERN CONSIDERATIONS The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At December 31, 2016, the Company had an accumulated deficit of approximately $28 million, a stockholders’ deficit of approximately $10 million and a working capital deficiency of $10,142,955. The net cash used in operating activities for the year ended December 31, 2016 totaled $1,046,575. These matters raise substantial doubt about the Company’s 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 Company's limited financial resources have prevented the Company from aggressively advertising its products and services to achieve consumer recognition. The 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 | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Estimated life December 31, 2016 December 31, 2015 Leasehold Improvements 2 years $ 26,901 $ 26,901 Less: Accumulated amortization (26,901 ) (11,745 ) Furniture and fixtures 3 years 2,771 2,771 Less: Accumulated depreciation (2,771 ) (2,771 ) $ 0 $ 15,156 For the years ended December 31, 2016 and 2015, depreciation and amortization expense amounted to $15,156 and $8,632, 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. In September 2016 the Company moved its office to a different floor in the same building. Consequently, the company amortized the remainder of the leasehold improvements during September 2016. The monthly rent expense remained the same. The original monthly rent was $5,000 per month which was increased to $6,460 in November 2015. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 – NOTES PAYABLE In November 2009, the Company issued an unsecured note 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 Company’s 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 noteholder $19,133, the remaining $9,900 balance of the note and $9,233 in accrued interest. As of December 31, 2016 and December 31, 2015 the balance of the 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 December 31, 2016 and December 31, 2015 the notes amounted to $116,792 and $116,792 respectively. On September 15, 2016, the Company issued a demand promissory note of $25,000 due December 22, 2016. The interest rate is 10% with a minimum guaranteed interest amount of $2,500. In December 2016 the Company paid the balance of the note leaving the balance at $0 as of December 31, 2016. As of December 31, 2016 and December 31, 2015, notes payable amounted to $116,792 and $126,692, respectively. Accrued interest on the notes payable amounted to approximately $66,000 and $64,200 as of December 31, 2016 and December 31, 2015, respectively and is included in accrued expenses. |
Short Term Advances
Short Term Advances | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and December 31, 2015. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 6 – ACCRUED EXPENSES As of December 31, 2016 and December 31, 2015 the Company had accrued expenses of $2,346,521 and $2,024,457 respectively. The following table displays the accrued expenses by category. December 31, 2016 December 31, 2015 Operating Expenses $ 28,433 $ 87,410 Lease Abandonment 164,375 164,375 Employee Commissions 79,934 60,590 Interest 463,218 276,791 Salaries 1,476,917 1,312,594 Sales Tax Payable 46,771 37,994 Payroll Liabilities 86,873 84,703 $ 2,346,521 $ 2,024,457 |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 7 – CONVERTIBLE PROMISSORY NOTES Convertible promissory notes consisted of the following: December 31, 2016 December 31, 2015 Convertible promissory notes $ 2,801,875 $ 2,507,356 debt discount liability (282,217 ) (1,221,506 ) debt discount original issue discount (20,686 ) (57,352 ) debt discount deferred financing (6,399 ) (4,189 ) Convertible promissory notes– net $ 2,492,573 $ 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 negotiated 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 $.0001 per 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 2015. The balance of this convertible debenture as of December 31, 2016 and as of December 31, 2015 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 December 31, 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 September 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 costs 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. During the period of October 1, 2016 through December 31, 2016 the note holder converted $85,620 of principle balance into 136,000,000 common shares at contractual rates ranging from $.00042 to $.0026 per share. The balance of the convertible promissory note amounted to $5,280 as of December 31, 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 December 31, 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. In September 2016 the note holder converted $9,720 of principle balance into 5,400,000 common shares at a contractual rate of $.00018 per share. The balance of the convertible promissory note amounted to $148,175 and $157,895 as of December 31, 2016 and as of December 31, 2015, respectively. The debt discount and OID were fully amortized as of September 30, 2016. The balance of the convertible promissory note net of debt discount and OID 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. In the period of July 2016 through September 2016 the note holder converted $19,600 of principle balance into10,443,129 common shares at the contractual rate ranging from $.00121 to $.0038 per share. In the period of October 2016 through December 2016 the note holder converted $29,700 of principle balance into 50,900,083 common shares at the contractual rate ranging from $.00041 to $.00121 per share. The balance of the convertible promissory note amounted to $281,139 and $429,439 as of December 31, 2016 and as of December 31, 2015, respectively. The debt discount was fully amortized as of September 30, 2016. The balance of the convertible promissory note net of debt discount as of December 31, 2015 amounted to $278,767. On October 9, 2015 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. In the period of July 2016 through September 2016 the note holder converted $15,000 of principle balance into7,027,779 common shares at the contractual rate ranging from $.00126 to $.006 per share. In the period of October 2016 through December 2016 the note holder converted $27,500 of principle balance and $2,750 of accrued interest into 57,016,668 common shares at the contractual rate ranging from $.0004 to $.00126 per share. The balance of the convertible promissory note amounted to $365,289 and $473,684 as of December 31, 2016 and as of December 31, 2015, respectively. The debt discount was fully amortized as of September 30, 2016. The balance of the convertible promissory note net of debt discount 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. In December 2016 the Company adjusted the convertible promissory note’s principal balance to $157,895 per recalculation of the OID. The OID and debt discount was fully amortized as of December 31, 2016. The balance of the convertible promissory note amounted to $157,895 and $157,500 as of December 31, 2016 and as of December 31, 2015, respectively. The balance of the convertible promissory note net of debt discount and OID 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. In December 2016 the Company adjusted the convertible promissory note’s principal balance to $157,895 per recalculation of the OID. The OID and debt discount was fully amortized as of December 31, 2016. The balance of the convertible promissory note amounted to $157,895 and $157,500 as of December 31, 2016 and as of December 31, 2015, respectively. The balance of the convertible promissory note net of debt discount and OID 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 OID and debt discount was fully amortized as of December 31, 2016. The balance of the convertible promissory note amounted to $263,158 as of December 31, 2016 and as of December 31, 2015. The balance of the convertible promissory note net of debt discount and OID 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. In December 2016 the note holder converted $15,700 of principle balance and into 37,380,952 common shares at a contractual rate of $.00042 per share. The balance of the convertible promissory note amounted to $94,411 as of December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $91,244. 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 December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $145,395. 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 December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $93,869. 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 December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $80,263. 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 December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $32,974. 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 December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $41,850. On July 20, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with an eighteen 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 $56,141, a debt discount of $47,500 (see Note 8), and derivative expense of $8,641. 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 December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $10,651. On July 29, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $52,632 with an eighteen 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 $56,137, a debt discount of $47,500 (see Note 8), and derivative expense of $8,637. The Company also recorded OID of $2,632 and deferred financing of $2,500. The OID, deferred financing, 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 December 31, 2016. The balance of the convertible promissory note net of debt discount, deferred financing and OID as of December 31, 2016 amounted to $9,079. On September 1, 2016 the Company executed a Securities Purchase Agreement (SPA). In connection with the SPA the Company may issue 5% original issue discount (OID) convertible promissory notes with an aggregate principal balance amounting to $157,895. In connection with the SPA, on September 1, 2016 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $157,895. This convertible debenture converts at 60% of the lowest trading price during the 30 days prior to conversion. The promissory note will be fulfilled by issuing multiple tranches. On September 1, 2016, at the closing of the first tranche, the outstanding principle amount totaled $32,895. Each tranche will have a twelve month maturity date following the issuances of the tranche. 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 $35,086, a debt discount of $25,000 (see Note 8), and derivative expense of $10,086. The Company also recorded OID of $7,895. The OID and debt discount are being amortized over the term of the note. The balance of the convertible promissory note amounted to $32,895 as of December 31, 2016. The balance of the convertible promissory note net of debt discount and OID as of December 31, 2016 amounted to $5,340. On September 2, 2016 the Company issued a second tranche on $25,000 related to the above note. The principal balance of the second tranche was recorded as $25,000 with a twelve month maturity date. In connection herewith, the Company recorded a derivative liability of $26,665, and derivative expense of $5,165. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 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 Company’s 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 Company’s 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 December 31, 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 772,118 Initial fair value of derivative liability charged to other expense 348,244 Reclass of derivative liability to additional paid in capital due to conversions (824,742 ) Change in fair value included in earnings 958,072 Balance at December 31, 2016 $ 4,956,637 Total derivative liability at December 31, 2016 and December 31, 2015 amounted to $4,956,637 and $3,718,242, respectively. The change in fair value included in earnings of $840,039 is due in part to the quoted market price of the Company’s common stock decreasing from $.126 at December 31, 2015 to $.001 at December 31, 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: December 31, 2016 Expected volatility 192% - 452% Expected term 3 – 12 months Risk-free interest rate 0.02% - 0.09% Expected dividend yield 0% |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 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. 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 Company’s 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 Company’s 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 conversion of $244,660 in principal of convertible notes payable and $17,753 in the conversion 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 conversion of $59,895 in principal of convertible notes payable and $2,589 in the conversion of accrued interest (See Note 7). In the period of July 1, 2016 through September 30, 2016 the Company issued 48,070,511 shares of common stock at contractual rates ranging from $.00121 to $.003 for the conversion of $96,595 in principal of convertible notes payable and $1,500 in the conversion of accrued interest (See Note 7). In the period of October 1, 2016 through December 31, 2016 the Company issued 281,297,703 shares of common stock at contractual rates ranging from $.0004 to $.00126 for the conversion of $158,520 in principal of convertible notes payable and $2,750 in the conversion of accrued interest (See Note 7). In the period of October 1, 2016 through December 31, 2016 the Company issued 64,379,836 shares of common stock to employees of the Company for $60,932 in non cash compensation. In the same period the Company issued 6,379,836 shares of common stock to service professionals for $8,932 of services rendered. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 December 31, 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. In the period of March 2016 through June 2016, the company repaid $8,334 to the Chief Executive Officer. In July 2016 the Company repaid $1,809 to the Chief Executive Officer. In July 2016 the Company repaid $1,809 to the Chief Executive Officer. In November 2016 the Company repaid $603 to the Chief Executive Officer. As of December 31, 2016 and December 31, 2015 the Company had a payable to the Chief Executive Officer of the Company amounting to $1,814 and $12,560, respectively. These advances are short-term in nature and non-interest bearing. |
Barter Revenue
Barter Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
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 twelve months ended December 31, 2016 and 2015 totaled $20,543 and $18,047, respectively. |
Accrued Payroll Taxes
Accrued Payroll Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Payroll Taxes | NOTE 12 - ACCRUED PAYROLL TAXES As of December 31, 2016 and December 31, 2015 the Company recorded a liability related to unpaid payroll taxes which includes interest and penalties of approximately $87,000 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 September 2016 the Company has filed and paid its payroll liabilities timely. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 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 twelve months ended December 31, 2016 and the year ended December 31, 2015 all material assets and revenues of the Company were in the United States. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company estimates its net operating loss carry forward for tax purposes to be approximately $9.7 million at December 31, 2016, expiring through the year 2036. As noted below, the Company is delinquent in its income tax filings and has not reported its losses to the taxing authorities since 2010. Therefore, utilization of tax losses may be limited due to non-filing of returns for 2011, 2012, 2013, 2014 and 2015. Also, Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry forwards after certain ownership shifts. The Company last filed an income tax return for the year ended December 31, 2010. Tax years ending December 31, 2014, 2013, 2012 and 2011 will be subject to IRS examination for a period of three years after the file dates, and the Company’s tax net operating loss carryforwards have not yet been established with the taxing authorities due to non-filing. The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2016 and 2015: 2016 2015 Tax benefit computed at “expected” statutory rate $ (1,356,000 ) $ (1,531,000 ) State income taxes, net of federal benefit (136,000 ) (153,000 ) Stock based compensation and other permanent differences 798,000 1,037,000 Increase in valuation allowance 694,000 647,000 Net income tax benefit $ - $ - Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: December 31, 2016 December 31, 2015 Deferred tax assets: Net operating loss carryforward $ 3,800,000 $ 2,302,000 Accrued lease abandonment costs 63,000 63,000 Allowance for doubtful account 104,000 15,000 Accrued salaries 1,570,000 608,000 Derivative Expense (134,000 ) - Amort of Debt Discount (1,721,000 ) - Total Deferred tax asset 3,682,000 2,988,000 Less: Valuation allowance (3,682,000 ) (2,988,000 ) $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2016 and 2015, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was increased by $694,000 and $647,000 during 2016 and 2015, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS Subsequent to December 31, 2016 the Company issued 572,863,415 shares of common stock upon conversion of $144,101 of convertible promissory notes and $4,170 of accrued interest. These notes were converted at contractual rates ranging from $.00015 to $.00042. On January 17, 2017 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $15,750 with a one year 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 $25,772, OID of $750 and derivative expense of $25,772. The OID will be amortized over the term of the note. On February 1, 2017 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $26,316 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 will account for this conversion feature as a derivative liability. In connection herewith, the Company will record a derivative liability of $43,061, OID of $1,316 and derivative expense of $43,061. The OID will be amortized over the term of the note. In connection with the SPA executed on September 1, 2016 (See Note 7), on February 3, 2017 and on April 10, 2017 the Company issued two 5% original issue discount (OID) convertible promissory notes with an aggregate principal balance amounting to $21,053 and $15,789, respectively. These convertible debentures convert at 60% of the lowest trading price during the 30 days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory notes, the Company accounted for the conversion feature as derivative liabilities. In connection herewith, the Company recorded a derivative liability of $34,449, derivative expense of $34,449, and OID of $1,053 related to the February 3, 2017 convertible promissory note. The Company recorded a derivative liability of $25,835, derivative expense of $25,835, and OID of $789 related to the April 10, 2017 convertible promissory note. The OID for both convertible promissory notes will be amortized over the term of the notes. On April 10, 2017 the Company issued a 5% original issue discount (OID) convertible promissory note with a principal balance of $15,789 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 $25,835, OID of $789 and derivative expense of $25,835. The OID will be amortized over the term of the note. |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 Company’s conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Company’s 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 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 12% which is owned by the Company’s CEO) as of December 31, 2016. In the preparation of the 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). All share and per share amounts have been presented to give retroactive effect to a 1 for 30 reverse - stock split that occurred in March 2015. |
Use of Estimates | Use of Estimates In preparing the 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 years 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 subsidiary’s 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 December 31, 2016, the Company reflected a non-controlling interest of ($2,740) 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 Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. For the year ended December 31, 2016 the Company had not reached bank balances exceeding the FDIC insurance limit. For the year ended December 31, 2015 the Company was over the insured limit by $58,390. 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 entity’s own assumptions Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of December 31, 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. As of December 31, 2016 and 2015 there were not any cash equivalents. 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 Company’s debt and the interest payable on the notes approximates the Company’s 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 December 31, 2016 and December 31, 2015, management determined that an allowance is necessary which amounted to $38,000 at both dates. During the years ended December 31, 2016 and 2015, the Company recognized $106,898 and $627 respectively of expenses related to uncollectible accounts receivable. |
Advertising | Advertising Advertising is expensed as incurred. Advertising expense for the years ended December 31, 2016 and 2015 was $178,495 and $443,015 respectively. |
Shipping Costs | Shipping costs Shipping costs are included in other selling, general and administrative expenses and were deemed to be not material for the years ended December 31, 2016 and 2015, respectively. |
Inventory | Inventory Inventory, consisting of finished goods related to our products is 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 purchased inventory items and had $29,953 in inventory as of December 31, 2016. |
Property and Equipment | Property and Equipment Property and equipment is 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 Company’s 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 Company’s 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 $60,932 to employees and $8,932 to non-employees during the year ended December 31, 2016. The company recorded stock based compensation expense of $334,100 to employees and $9,760 to non-employees during the year ended December 31, 2015. |
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 Company’s 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 Company’s 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 Company’s manufacturers provide the highest quality products available. If there is a defect in a product related to materials or workmanship the Company extends the manufacturer’s 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 Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. During the year ended December 31, 2016, one customer accounted for 18% of revenues. During the year ended December 31, 2015, two customers accounted for 52% of revenues. The following is a list of percentage of accounts receivable owed by the two customers. Customer 1 16 % Customer 2 36 % Total 52 % As of December 31, 2016, three customers accounted for 39% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: Customer 1 13 % Customer 2 13 % Customer 3 13 % Total 39 % As of December 31, 2016, one customer accounted for 36% of total accounts receivable. 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 FASB ASC 730, 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 December 31, 2016 the Company had 5,946,749,740 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 flows, except as described below. In May 2014, the FASB issued an update (“ASU 2014-09”) Revenue from Contracts with Customers. |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Concentrations of Credit Risk and Major Customers | During the year ended December 31, 2015, two customers accounted for 52% of revenues. The following is a list of percentage of accounts receivable owed by the two customers. Customer 1 16 % Customer 2 36 % Total 52 % As of December 31, 2016, three customers accounted for 39% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers: Customer 1 13 % Customer 2 13 % Customer 3 13 % Total 39 % 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) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Estimated life December 31, 2016 December 31, 2015 Leasehold Improvements 2 years $ 26,901 $ 26,901 Less: Accumulated amortization (26,901 ) (11,745 ) Furniture and fixtures 3 years 2,771 2,771 Less: Accumulated depreciation (2,771 ) (2,771 ) $ 0 $ 15,156 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The following table displays the accrued expenses by category. December 31, 2016 December 31, 2015 Operating Expenses $ 28,433 $ 87,410 Lease Abandonment 164,375 164,375 Employee Commissions 79,934 60,590 Interest 463,218 276,791 Salaries 1,476,917 1,312,594 Sales Tax Payable 46,771 37,994 Payroll Liabilities 86,873 84,703 $ 2,346,521 $ 2,024,457 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | Convertible promissory notes consisted of the following: December 31, 2016 December 31, 2015 Convertible promissory notes $ 2,801,875 $ 2,507,356 debt discount liability (282,217 ) (1,221,506 ) debt discount original issue discount (20,686 ) (57,352 ) debt discount deferred financing (6,399 ) (4,189 ) Convertible promissory notes– net $ 2,492,573 $ 1,224,309 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 772,118 Initial fair value of derivative liability charged to other expense 348,244 Reclass of derivative liability to additional paid in capital due to conversions (824,742 ) Change in fair value included in earnings 958,072 Balance at December 31, 2016 $ 4,956,637 |
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: December 31, 2016 Expected volatility 192% - 452% Expected term 3 – 12 months Risk-free interest rate 0.02% - 0.09% Expected dividend yield 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rate | The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2016 and 2015: 2016 2015 Tax benefit computed at “expected” statutory rate $ (1,356,000 ) $ (1,531,000 ) State income taxes, net of federal benefit (136,000 ) (153,000 ) Stock based compensation and other permanent differences 798,000 1,037,000 Increase in valuation allowance 694,000 647,000 Net income tax benefit $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: December 31, 2016 December 31, 2015 Deferred tax assets: Net operating loss carryforward $ 3,800,000 $ 2,302,000 Accrued lease abandonment costs 63,000 63,000 Allowance for doubtful account 104,000 15,000 Accrued salaries 1,570,000 608,000 Derivative Expense (134,000 ) - Amort of Debt Discount (1,721,000 ) - Total Deferred tax asset 3,682,000 2,988,000 Less: Valuation allowance (3,682,000 ) (2,988,000 ) $ - $ - |
Basis of Presentation and Sum29
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 02, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Reverse stock split | 1-35 Reverse Stock split | 1-30 Reverse Stock Split | ||
Non-controlling interest | $ (2,740) | $ 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 | 106,898 | 627 | ||
Advertising expenses | 178,495 | 443,015 | ||
Shipping costs | ||||
Inventory on hand | 29,953 | |||
Impairment charges | ||||
Income tax benefit likelihood of being realized upon ultimate settlement percentage | greater than 50% | |||
Embedded conversion features | 5,946,749,740 | 1,240,096,048 | ||
Employees [Member] | ||||
Stock based compensation expense | $ 60,932 | $ 334,100 | ||
Non Employees [Member] | ||||
Stock based compensation expense | $ 8,932 | $ 9,760 | ||
Revenue [Member] | Customer 1 [Member] | ||||
Concentrations of credit risk percentage | 18.00% | |||
Noncontrolling Interest [Member] | ||||
Majority voting interest | 42.00% | |||
Noncontrolling Interest [Member] | Chief Executive Officer [Member] | ||||
Majority voting interest | 12.00% | |||
Subsidiaries [Member] | ||||
Majority voting interest | 58.00% |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Concentrations of Credit Risk and Major Customers (Details) - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Two Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 52.00% | |
Three Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 39.00% | 65.00% |
Customer 1 [Member] | Two Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 16.00% | |
Customer 1 [Member] | Three Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 13.00% | 14.00% |
Customer 2 [Member] | Two Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 36.00% | |
Customer 2 [Member] | Three Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 13.00% | 16.00% |
Customer 3 [Member] | Three Customers [Member] | ||
Concentrations of Credit Risk and Major Customers | 13.00% | 35.00% |
Basis of Presentation and Sum31
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Concentrations of Credit Risk and Major Customers (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Three Customers [Member] | Accounts Receivable [Member] | ||
Concentrations of Credit Risk and Major Customers | 39.00% | 65.00% |
Revenue [Member] | One Customer [Member] | ||
Concentrations of Credit Risk and Major Customers | 18.00% | |
Revenue [Member] | Two Customer [Member] | ||
Concentrations of Credit Risk and Major Customers | 52.00% |
Going Concern Considerations (D
Going Concern Considerations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 27,844,136 | $ 23,081,557 | |
Stockholders' deficit | 10,116,788 | 6,823,014 | $ 4,619,984 |
Working capital deficiency | 10,142,955 | ||
Net cash used in operating activities | $ 1,046,575 | $ 1,263,626 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 1 Months Ended | 12 Months Ended | 14 Months Ended | ||
Nov. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 31, 2015USD ($) | Jun. 30, 2014USD ($)ft² | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization expense | $ 15,156 | $ 8,632 | |||
Area of office space leased | ft² | 3,000 | ||||
Leasehold improvements | $ 26,901 | $ 26,901 | $ 14,453 | $ 12,448 | |
Straight-line basis lease commitment period | 2 years | ||||
Lease commencing term | July 2014 and August 2015 | ||||
Monthly rent | $ 5,000 | ||||
Increase monthly rent | $ 6,460 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Jun. 30, 2014 | |
Leasehold Improvements | $ 26,901 | $ 26,901 | $ 14,453 | $ 12,448 |
Less: Accumulated amortization | (26,901) | (11,745) | ||
Furniture and fixtures | 2,771 | 2,771 | ||
Less: Accumulated depreciation | (2,771) | (2,771) | ||
Property Plant and Equipment Net | $ 0 | $ 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 ($) | Sep. 15, 2016 | Feb. 29, 2016 | Jan. 31, 2010 | Nov. 30, 2009 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 |
Payment of note payable | $ 34,900 | ||||||
Note payable balance | 116,792 | 126,692 | |||||
Accrued interest on notes payable | 66,000 | 64,200 | |||||
Promisory Note [Member] | |||||||
Unsecured notes payable | $ 25,000 | ||||||
Note payable bears interest rate | 10.00% | ||||||
Note payable mature date | Dec. 22, 2016 | ||||||
Demand notes | 0 | ||||||
Minimum guaranteed interest amount | $ 2,500 | ||||||
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 ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Short term advances | $ 146,015 | $ 146,015 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 2,346,521 | $ 2,024,457 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Operating Expenses | $ 28,433 | $ 87,410 |
Lease Abandonment | 164,375 | 164,375 |
Employee Commissions | 79,934 | 60,590 |
Interest | 463,218 | 276,791 |
Salaries | 1,476,917 | 1,312,594 |
Sales Tax Payable | 46,771 | 37,994 |
Payroll Liabilities | 86,873 | 84,703 |
Total | $ 2,346,521 | $ 2,024,457 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | Dec. 23, 2016 | Nov. 18, 2016 | Oct. 28, 2016 | Oct. 18, 2016 | Sep. 02, 2016 | Jul. 29, 2016 | Jul. 20, 2016 | 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 | Dec. 19, 2014 | Oct. 27, 2014 | Jan. 16, 2014 | Oct. 10, 2013 | Sep. 30, 2016 | 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 | Apr. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2009 | Jun. 30, 2015 | Oct. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2013 | May 31, 2013 |
Debt discount amount | $ 57,352 | $ 20,686 | $ 20,686 | $ 57,352 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | 593,983 | 619,287 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of note payable | 54,989 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 1,434,022 | 619,287 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 85,714 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 64,200 | 66,000 | 66,000 | 64,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,721,296 | 919,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 47,500 | 32,974 | 32,974 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 5 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 65,144 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 17,776 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Five[Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 71,250 | 41,850 | 41,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 78,947 | 78,947 | 78,947 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 4 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 84,205 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 3,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 15,653 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Six [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 47,500 | 10,651 | 10,651 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 18 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 56,141 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 8,641 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Seven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 47,500 | 9,079 | 9,079 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 18 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 56,137 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 8,637 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred financing cost | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Eight [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 25,000 | 5,340 | 5,340 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 32,895 | 32,895 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 12 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 35,086 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 60.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 10,086 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Eight [Member] | Tranche 1 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal balance of note payable | $ 32,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Eight [Member] | Tranche 2 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 12 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 26,665 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal balance of note payable | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 5,165 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred financing cost | $ 3,500 | 8,333 | 8,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Nine [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 25,000 | 10,965 | 10,965 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 26,316 | 26,316 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 26,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 36,709 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 1,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 11,709 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Thirty [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 26,316 | 7,455 | 7,455 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 26,316 | 26,316 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 26,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 36,709 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 1,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 10,393 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Thirty One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 25,000 | 6,579 | 6,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 26,316 | 26,316 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 26,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 36,709 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 1,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 11,709 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Thirty Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest per annum based on default provision | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | 49,108 | 49,108 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | 51,579 | 51,579 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 84,398 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 2,579 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 84,398 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.00075 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 8,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 8,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.0008 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 25,000 | 25,000 | 25,000 | 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 23,958 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 Four [Member] | Three Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0175 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 150,000 | $ 50,000 | 100,000 | 100,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of note payable | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Five[Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 18,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 21,600 | 21,600 | 21,600 | 21,600 | 21,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 Six [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .004 | $ .004 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 5,017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 27,174 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 27,174 | 27,174 | 0 | 0 | 27,174 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 559,006 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,174 | $ 2,174 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Six [Member] | Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .035 | $ .105 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 17,200 | $ 1,300 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unsecured note payable | $ 0 | $ 4,989 | 4,989 | $ 0 | $ 4,989 | 4,989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 397,143 | 37,143 | 9,524 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,489 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note holder assigned to another note holder | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Six [Member] | Minimum [Member] | Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Six [Member] | Maximum [Member] | Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .055 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Seven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0406 | $ .0441 | $ 0.0483 | $ 0.0483 | $ .0406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 0 | $ 14,696 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 54,348 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 362,733 | 226,757 | 496,894 | 207,039 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Seven [Member] | Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder assigned note balance to third party | $ 4,348 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal balance of note payable | $ 58,696 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Eight [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0256 | $ .0256 | $ 0.0564 | $ 0.0564 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 27,117 | $ 65,673 | $ 23,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 115,789 | $ 92,789 | 0 | 0 | $ 92,789 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 147,775 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 37,775 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,789 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 453,252 | 941,913 | 408,148 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 11,579 | $ 11,579 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net of debt discount and deferred financing | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Eight [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0686 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Eight [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0711 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Nine [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | $ 52,632 | 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 32,895 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Ten [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 31,433 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Eleven [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 52,632 | 52,632 | 52,632 | 52,632 | 52,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 Twelve [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0063 | $ .0063 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 5,000 | 85,620 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | $ 5,280 | $ 5,280 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 201,512 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 113,707 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 793,651 | 136,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | 59,406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net of debt discount and deferred financing | $ 1,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twelve [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .00042 | $ .00042 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twelve [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0026 | $ .0026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Thirteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | $ 157,895 | $ 157,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 201,512 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 59,406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Fourteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .00018 | $ .00018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 9,720 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | 148,175 | 148,175 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 201,512 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 76,645 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 5,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 59,406 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Fifteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0154 | $ .0251 | $ .0482 | .0482 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 429,439 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 14,000 | $ 15,000 | $ 70,000 | 29,700 | $ 19,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 429,439 | 429,439 | $ 281,139 | $ 281,139 | 429,439 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 707,603 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 55.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 278,767 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 909,091 | 599,401 | 1,454,545 | 50,900,083 | 10,443,129 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 278,164 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Fifteen [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.00121 | $ .00041 | $ 0.00121 | $ .00041 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Fifteen [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | 0.0038 | $ .00121 | $ 0.0038 | $ .00121 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Sixteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ .0525 | $ .0168 | $ .0252 | $ .0525 | $ .0525 | $ .0525 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder converted into common shares, amount | $ 10,895 | $ 15,000 | $ 20,000 | $ 20,000 | $ 27,500 | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | 473,684 | $ 365,289 | $ 365,289 | 473,684 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 159,101 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued upon coversion | 713,346 | 654,762 | 419,048 | 419,048 | 57,016,668 | 7,027,779 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,000 | $ 1,089 | $ 1,500 | $ 2,000 | $ 2,000 | $ 2,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Sixteen [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | 0.00126 | $ .0004 | $ 0.00126 | $ .0004 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Sixteen [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares conversion price | $ 0.006 | $ 0.00126 | $ 0.006 | $ 0.00126 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Seventeen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | 38,750 | $ 157,895 | $ 157,895 | 38,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,500 | 157,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 259,764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 55.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | 38,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 117,264 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Eightteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | 26,250 | 157,895 | 157,895 | 26,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,500 | 157,500 | 157,895 | 157,895 | 157,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 259,764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 55.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 117,264 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Nineteen [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 237,500 | 23,575 | 23,575 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 263,158 | 263,158 | 263,158 | $ 263,158 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability and offsetting debt discount | $ 263,158 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 335,598 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 98,756 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 95,000 | 91,244 | 91,244 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 111,111 | 94,411 | 94,411 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 141,697 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 52,808 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 142,500 | 145,395 | 145,395 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 157,895 | 157,895 | 157,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 201,359 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 59,254 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 112,940 | 93,869 | 93,869 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 118,573 | 118,573 | 118,573 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 151,213 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,632 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 38,569 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debenture Twenty Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount amount | $ 95,000 | 80,263 | 80,263 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture | $ 105,263 | $ 105,263 | $ 105,263 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note payable bears interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 108,185 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of convertible debenture converts at lower price rate | 70.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debenture trading price period | 30 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 13,448 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Convertible promissory notes | $ 2,801,875 | $ 2,507,356 |
debt discount | (282,217) | (1,221,506) |
debt discount original issue discount | (20,686) | (57,352) |
debt discount deferred financing | (6,399) | (4,189) |
Convertible promissory notes - net | $ 2,492,573 | $ 1,224,309 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative liability | $ 4,956,637 | $ 3,718,242 | $ 1,462,984 | |
Change in fair value included in earnings | $ 958,072 | $ (40,494) | ||
Change in quoted market price of common stock | $ .001 | $ 0.126 | $ .49 |
Derivative Liability - Reconcil
Derivative Liability - Reconciliation of Derivative Liability Measured at Fair Value Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
derivative liability, Beginning | $ 3,718,242 | $ 1,462,984 |
Recognition of initial derivative liability | 3,492,594 | |
Re-class of derivative liability to additional paid in capital due to conversions | (840,039) | (1,196,842) |
Change in fair value included in earnings | 958,072 | (40,494) |
Initial fair value of derivative liability recorded as debt discount | 772,118 | |
Initial fair value of derivative liability charged to other expense | 348,244 | |
derivative liability, Ending | $ 4,956,637 | $ 3,718,242 |
Derivative Liability - Assumpti
Derivative Liability - Assumptions for Determining Fair Value of Convertible Instruments (Details) | 12 Months Ended |
Dec. 31, 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 | 452.00% |
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 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Reverse stock split | 1-35 Reverse Stock split | 1-30 Reverse Stock Split | |||||||||||
Number of common stock shares issued upon coversion | 85,714 | ||||||||||||
Common stock price per share | $ .49 | $ .001 | $ 0.126 | $ .001 | $ 0.126 | ||||||||
Common stock issued for services | 6,379,836 | ||||||||||||
Common stock value issued for services | $ 8,932 | $ 69,864 | $ 343,860 | ||||||||||
Accrued interest | $ 66,000 | $ 64,200 | $ 66,000 | $ 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 | |||||||||
Stock issued during period, shares, employee benefit plan | 64,379,836 | ||||||||||||
Stock issued during period, value, employee benefit plan | $ 60,932 | ||||||||||||
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 Notes Payable [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 1,971,517 | 2,036,594 | 4,977,930 | 343,035,717 | |||||||||
Principal of notes payable | $ 593,983 | $ 85,500 | $ 114,289 | $ 265,281 | $ 593,983 | $ 85,500 | |||||||
Convertible notes payable fees | 156 | 8,540 | |||||||||||
Accrued interest | $ 2,750 | $ 5,250 | $ 44,181 | $ 959 | $ 2,750 | $ 5,250 | |||||||
Minimum [Member] | |||||||||||||
Common stock price per share | $ 0.0008 | $ 0.0008 | |||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||||||||
Common stock price per share | $ .0483 | $ .0336 | |||||||||||
Debt instruments upon conversion at contractual rate | $ 0.0004 | $ .0460 | |||||||||||
Maximum [Member] | |||||||||||||
Common stock price per share | $ 0.0015 | $ 0.0015 | |||||||||||
Maximum [Member] | Convertible Notes Payable [Member] | |||||||||||||
Common stock price per share | $ .1050 | $ 2.625 | |||||||||||
Debt instruments upon conversion at contractual rate | $ .0711 | $ .0805 | |||||||||||
Common Stock 1 [Member] | Note Payable 1 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 119 | 20,000 | 17,143 | ||||||||||
Common stock price per share | $ .945 | $ .315 | $ .378 | ||||||||||
Principal of notes payable | $ 1,121 | $ 6,300 | $ 6,480 | ||||||||||
Common Stock 1 [Member] | Note Payable 2 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 1,238 | 21,905 | 18,095 | ||||||||||
Common stock price per share | $ .945 | $ .315 | $ .378 | ||||||||||
Principal of notes payable | $ 1,170 | $ 6,900 | $ 6,840 | ||||||||||
Common Stock 1 [Member] | Note Payable 3 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 23,810 | 18,095 | |||||||||||
Common stock price per share | $ .252 | $ .378 | |||||||||||
Principal of notes payable | $ 6,000 | $ 6,840 | |||||||||||
Common Stock 1 [Member] | Note Payable 4 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 19,048 | ||||||||||||
Common stock price per share | $ .315 | ||||||||||||
Principal of notes payable | $ 6,000 | ||||||||||||
Common Stock 2 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 138,418 | 9,523 | |||||||||||
Common stock price per share | $ .252 | $ .1050 | |||||||||||
Principal of notes payable | $ 8,720 | $ 1,000 | |||||||||||
Common Stock 2 [Member] | Note Payable 1 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 21,178 | ||||||||||||
Common stock price per share | $ .315 | ||||||||||||
Principal of notes payable | $ 6,671 | ||||||||||||
Common Stock 2 [Member] | Note Payable 2 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 27,051 | ||||||||||||
Common stock price per share | $ .315 | ||||||||||||
Principal of notes payable | $ 8,521 | ||||||||||||
Common Stock 2 [Member] | Note Payable 3 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 29,524 | ||||||||||||
Common stock price per share | $ .252 | ||||||||||||
Principal of notes payable | $ 7,440 | ||||||||||||
Common Stock 2 [Member] | Note Payable 4 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 31,365 | ||||||||||||
Common stock price per share | $ .189 | ||||||||||||
Principal of notes payable | $ 5,928 | ||||||||||||
Common Stock 3 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 19,133 | ||||||||||||
Common stock price per share | $ .63 | $ .378 | |||||||||||
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] | |||||||||||||
Number of common stock shares issued upon coversion | 1,310 | ||||||||||||
Common stock price per share | $ .945 | ||||||||||||
Principal of notes payable | $ 1,238 | ||||||||||||
Common Stock 3 [Member] | Note Payable 2 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 1,565 | ||||||||||||
Common stock price per share | $ .945 | ||||||||||||
Principal of notes payable | $ 1,479 | ||||||||||||
Common Stock 4 [Member] | |||||||||||||
Number of common stock shares issued upon coversion | 37,143 | ||||||||||||
Common stock price per share | $ .035 | ||||||||||||
Principal of notes payable | $ 1,300 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Jul. 31, 2016 | Oct. 31, 2015 | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Repaid the remaining balance | $ 10,746 | $ 678,442 | ||||||
Borrowed amount | 26,940 | |||||||
Due to related parties | 1,814 | 12,560 | ||||||
Chief Executive Officer [Member] | ||||||||
Repaid the remaining balance | $ 603 | $ 1,809 | $ 2,584 | $ 8,334 | $ 140,330 | $ 10,907 | $ 0 | $ 48,478 |
Borrowed amount | $ 3,412 | $ 2,484 | ||||||
Chief Executive Officer 1 [Member] | ||||||||
Repaid the remaining balance | $ 1,809 |
Barter Revenue (Details Narrati
Barter Revenue (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | ||
Barter revenue | $ 20,543 | $ 18,047 |
Accrued Payroll Taxes (Details
Accrued Payroll Taxes (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Aug. 31, 2013 |
Payables and Accruals [Abstract] | ||||
Payroll taxes includes interest and penalties | $ 87,000 | $ 84,000 | ||
Paid outstanding payroll tax liabilities | $ 28,281 | $ 43,176 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 9,700,000 | |
Net operating loss carry forward expiration date | expiring through the year 2036 | |
Increase in valuation allowance | $ 654,000 | $ 647,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at "expected" statutory rate | $ (1,679,000) | $ (1,531,000) |
State income taxes, net of benefit | (168,000) | (153,000) |
Stock based compensation and other permanent differences | 1,193,000 | 1,037,000 |
Increase in valuation allowance | 654,000 | 647,000 |
Net income tax benefit |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,957,000 | $ 2,302,000 |
Accrued lease abandonment costs | 63,000 | 63,000 |
Allowance for doubtful account | 46,000 | 15,000 |
Accrued salaries | 576,000 | 608,000 |
Total Deferred tax asset | 3,642,000 | 2,988,000 |
Less: Valuation allowance | (3,642,000) | (2,988,000) |
Net |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 10, 2017 | Feb. 03, 2017 | Feb. 02, 2017 | Jan. 17, 2017 | May 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of common stock shares issued upon coversion | 85,714 | ||||||
Debt instrument conversion of convertible promossory note | $ 593,983 | $ 619,287 | |||||
Accrued interest | 66,000 | 64,200 | |||||
Original issue of discount | $ 20,686 | $ 57,352 | |||||
Subsequent Event [Member] | |||||||
Number of common stock shares issued upon coversion | 572,863,415 | ||||||
Debt instrument conversion of convertible promossory note | $ 144,101 | ||||||
Accrued interest | $ 4,170 | ||||||
Original issue of discount percentage | 5.00% | 5.00% | 5.00% | ||||
Convertible promisory note principal balance | $ 15,789 | $ 26,316 | $ 15,750 | ||||
Debt maturity term | 6 months | 4 months | 1 year | ||||
Debt conversion percentage | 60.00% | 60.00% | 60.00% | ||||
Derivative liability | $ 25,835 | $ 43,061 | $ 25,772 | ||||
Original issue of discount | 789 | 1,316 | 750 | ||||
Derivative expense | $ 25,835 | $ 43,061 | $ 25,772 | ||||
Subsequent Event [Member] | SPA [Member] | |||||||
Original issue of discount percentage | 5.00% | 5.00% | |||||
Convertible promisory note principal balance | $ 15,789 | $ 21,053 | |||||
Debt conversion percentage | 60.00% | 60.00% | |||||
Derivative liability | $ 25,835 | $ 34,449 | |||||
Original issue of discount | 789 | 1,053 | |||||
Derivative expense | $ 25,835 | $ 34,449 | |||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Debt instrument conversion price per share | $ 0.00015 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Debt instrument conversion price per share | $ 0.00042 |