Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STRAGENICS, INC. | |
Entity Central Index Key | 1456993 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Public Float | $2,133,614 | |
Entity Common Stock, Shares Outstanding | 99,845,601 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and equivalents | $104 | |
Total Current Assets | 104 | |
Website and intellectual property - net of accumulated amortization of $2,973 | 172,027 | |
TOTAL ASSETS | 172,131 | |
Current Liabilities | ||
Bank overdraft | 409 | |
Accounts payable and accrued expenses | 139,525 | 134,616 |
Accrued interest | 242,917 | 220,603 |
Convertible notes payable, net of discount of $0 (2013 - $1,016) | 1,446,632 | 1,430,665 |
Derivative liability | 372,286 | 735,979 |
Due to related parties | 431,061 | |
Line of credit - related party | 50,300 | |
Loans payable, net of discount of $0 (2013 - $286) | 531,916 | 56,969 |
Advances from shareholder | 21,720 | |
Total Liabilities | 2,754,996 | 3,060,602 |
Stockholders' Deficit | ||
Preferred Stock Authorized: 100,000,000 preferred shares. No shares issued and outstanding at December 31, 2014 and 2012 | ||
Common Stock, 400,000,000 shares of common stock with par value of $.0001; 98,226,850 shares of common stock issued and outstanding at December 31, 2014 ( 98,226,850- December 31, 2013 | 9,823 | 8,901 |
Additional paid in capital | 516,984 | 114,643 |
Accumulated other comprehensive loss | 835 | 835 |
Accumulated deficit | -3,110,507 | -3,184,981 |
Total Stockholders' Deficit | -2,582,865 | -3,060,602 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $172,131 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Net of accumulated amortization | $2,973 | |
Net of discount, Convertible notes payable | 0 | 1,016 |
Net of discount, Loans payable | $0 | $286 |
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, Shares issued | ||
Preferred stock, Shares outstanding | ||
Common stock, Shares authorized | 400,000,000 | 400,000,000 |
Common stock, Par value | $0.00 | $0.00 |
Common stock, Shares issued | 98,226,850 | 89,005,250 |
Common stock, Shares outstanding | 98,226,850 | 89,005,250 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Other Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
REVENUES | $16,289 | |
EXPENSES | ||
Professional fees | 42,531 | 49,584 |
Consulting fees | 45,500 | |
Salaries and benefits | 8,184 | |
Office expense | 7,822 | 18,655 |
Filing and registration | 10,893 | 6,964 |
General and administrative | 7,693 | |
TOTAL EXPENSES | 61,246 | 136,580 |
LOSS FROM OPERATIONS | -61,246 | -120,291 |
OTHER INCOME (EXPENSES) | ||
Interest expense | -100,000 | -107,198 |
Forgiveness of debt | 12,158 | 13,500 |
Forgiveness of interest | 8,658 | |
Change in fair market value of derivative liability | 368,405 | -336,242 |
Gain on conversion | 5,121 | |
Bad debt expense | -4,000 | |
Amortization of debt discount | -158,622 | -34,215 |
TOTAL OTHER INCOME (EXPENSE) | 135,720 | -468,155 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 74,474 | -588,446 |
PROVISION FOR INCOME TAXES | ||
NET INCOME (LOSS) | 74,474 | -588,446 |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | 846 | |
TOTAL COMPREHENSIVE INCOME (LOSS) | $74,474 | ($587,600) |
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED | $0 | ($0.01) |
TOTAL COMPREHENSIVE INCOME (LOSS) PER SHARE: BASIC AND DILUTED | $0 | ($0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES | 98,226,850 | 69,233,711 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Total | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income ( Loss) | Accumulated Deficit |
Begining balance at Jan. 11, 2012 | |||||
Balance, shares at Jan. 11, 2012 | |||||
Issuance of common stock for cash, value | 15 | 15 | |||
Issuance of common stock for cash, shares | 10 | ||||
Net income (loss) | -3,095 | -11 | -3,084 | ||
Ending balance at Dec. 31, 2012 | -3,080 | 15 | -11 | -3,084 | |
Ending balace, shares at Dec. 31, 2012 | 10 | ||||
Merger/recapitalization, value | -2,593,387 | 64 | -2,593,451 | ||
Merger/recapitalization, shares | 786,328 | ||||
Shares issued in connection with merger, value | 7,587 | -7,587 | |||
Shares issued in connection with merger, shares | 75,872,411 | ||||
Conversion of debt to common stock, value | 123,465 | 1,235 | 122,230 | ||
Conversion of debt to common stock, shares | 12,346,500 | ||||
Net income (loss) | -588,446 | 846 | -588,446 | ||
Ending balance at Dec. 31, 2013 | -3,060,602 | 8,901 | 114,643 | 835 | -3,184,981 |
Ending balace, shares at Dec. 31, 2013 | 89,005,250 | ||||
Debt discount on loan modification, value | 66,709 | 66,709 | |||
Shares issued for website and intellectual property | 175,000 | 500 | 174,500 | ||
Shares issued for website and intellectual property, shares | 5,000,000 | ||||
Record conversion of note payable and forgiveness of remaining balance | 80,777 | 422 | 80,355 | ||
Record conversion of note payable and forgiveness of remaining balance, shares | 4,221,600 | ||||
Record amortization of debt discount on conversion of note payable | 80,777 | 80,777 | |||
Net income (loss) | 74,474 | 74,474 | |||
Ending balance at Dec. 31, 2014 | ($2,582,865) | $9,823 | $516,984 | $835 | ($3,110,507) |
Ending balace, shares at Dec. 31, 2014 | 98,226,850 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) for the period | $74,474 | ($588,446) |
Adjustments to reconciled net loss to net cash provided by operating activities: | ||
Forgiveness of debt | -20,816 | -13,500 |
Change in fair market value of derivative liability | -368,405 | 336,242 |
Amortization of debt discount | 158,622 | 34,215 |
Bad debt expense | 4,000 | |
Gain on modification of loan | -5,121 | |
Changes in assets and liabilities: | ||
Increase in accounts payable and accrued expenses | 17,067 | 37,523 |
Increase in accrued interest | 30,972 | 107,195 |
Net Cash Used in Operating Activities | -113,207 | -82,771 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Bank overdraft | -409 | 409 |
Proceeds from promissory notes | 92,000 | 25,000 |
Proceeds from convertible notes payable | 56,500 | |
Advances from shareholder | 21,720 | |
Net Cash Provided by Financing Activities | 113,311 | 81,909 |
Exchange rate effect on cash | 846 | |
NET INCREASE (DECREASE) IN CASH | -16 | |
Cash and equivalents, beginning of period | 16 | |
Cash and equivalents, end of period | 104 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Net liabilities acquired on merger/recapitalization | 2,593,387 | |
Common stock issued for debt and interest | 20,816 | 123,465 |
Common stock issued for website and intellectual property | $175,000 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Nature of Business | |||||||||||||||||
Stragenics, Inc., formerly known as Allerayde SAB, Inc., (the “Company” or “Stragenics”) was incorporated under the laws of the State of Florida on January 15, 2009. On February 23, 2010, the Company changed its name to Resource Exchange of America Corp. from Mobieyes, Inc. Effective April 30, 2013, the Company changed its name to Allerayde SAB, Inc. Effective April 28, 2014, the Company changed its name to Stragenics, Inc. The Company’s prior business was a mobile enterprise software company aimed at improving productivity of field service organizations. Upon completion of the acquisition of assets from UTP Holdings, LLC on February 22, 2010, the Company adopted the business of UTP Holdings, LLC. The Company was engaged in the business of recycling ferrous and nonferrous metals to customers in the United States and abroad. | |||||||||||||||||
On March 21, 2013, the Company entered into a Share Exchange Agreement with Allerayde SAB Limited. (“Allerayde”) and Mike Rhodes, the sole member of Allerayde (the “Allerayde Stockholder”) (the “Share Exchange Agreement”). This share exchange transaction constituted a reverse merger and a recapitalization of Stragenics (formerly Allerayde). In conjunction with this reverse merger, the historical accounts of Stragenics become the historical accounts of Resource Exchange of America Corp for accounting purposes. | |||||||||||||||||
Accounting Basis | |||||||||||||||||
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
Stragenics considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2014 and December 31, 2013, respectively, the Company had $104 and $0 of cash and a bank overdraft of $409. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
FASB ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements. | |||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |||||||||||||||||
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | |||||||||||||||||
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |||||||||||||||||
The valuation techniques that may be used to measure fair value are as follows: | |||||||||||||||||
Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities | |||||||||||||||||
Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method | |||||||||||||||||
Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost) | |||||||||||||||||
The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility have variable rates that reflect currently available terms and conditions for similar debt. | |||||||||||||||||
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2014 and December 31, 2013. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
31-Dec-14 | Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | - | $ | 372,286 | $ | - | $ | 372,286 | |||||||||
Total liabilities | $ | - | $ | 2,754,996 | $ | - | $ | 2,754,996 | |||||||||
31-Dec-13 | Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | - | $ | 735,979 | $ | - | $ | 735,979 | |||||||||
Total Liabilities | $ | - | $ | 3,060,602 | $ | - | $ | 3,060,602 | |||||||||
In addition, the FASB issued, “The Fair Value Option for Financial Assets and Financial Liabilities. This guidance expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, convertible notes payable, derivative liability, amounts due to related parties and loans payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |||||||||||||||||
Foreign Currency | |||||||||||||||||
The operations of the Company were located in England and Wales. Stragenics maintained a Great Britain Pounds bank account. The functional currency is the U.S. Dollar. Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction. Monetary assets and liabilities denominated in Great Britain Pounds are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in Great Britain Pounds Dollars are translated at the average exchange rate. | |||||||||||||||||
Basic Income (Loss) Per Share | |||||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2014. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. | |||||||||||||||||
Stragenics does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow other than the pronouncement described above. | |||||||||||||||||
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN |
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception, has an accumulated deficit of $3,110,507 as of December 31, 2014, has negative working capital, and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. |
Due_to_Related_Parties
Due to Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Due to Related Parties [Abstract] | |
DUE TO RELATED PARTIES | NOTE 3 – DUE TO RELATED PARTIES |
During the year ended December 31, 2014, the Company received advances from the President of the company in the net amount of $15,720. During the year ended December 31, 2014, the Company repaid $50 of those advances. The advances are non- interest bearing and due on demand. |
Promissory_Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2014 | |
Promissory Notes [Abstract] | |
PROMISSORY NOTES | NOTE 4 – PROMISSORY NOTES |
The Company has amounts due to a former officer of the Company and another company controlled by the former president totaling $431,061 as of December 31, 2014. The loans are unsecured, non-interest bearing and due on demand. | |
Effective March 18, 2010, the Company entered into a line of credit agreement with a company owned by a former officer of the Company allowing for borrowings of up to $150,000 bearing interest at 8% per annum. The line of credit is unsecured and all borrowings plus interest are due on demand. The balance on the line of credit as of December 31, 2014 is $50,300. | |
On September 10, 2013 and September 24, 2013, the Company signed promissory notes with Capital Nordic Ltd. in the amounts of $3,000 and $5,000. The notes plus interest of $450 and $750 respectively were payable after 4 months. The notes are currently in default. Effective March 31, 2014, these notes, plus the accrued interest were assigned to Neoventive LLC by Capital Nordic Ltd., As such the accrued interest was added to the principal balance. The principal balance due is $ 9,200. | |
The Company has an amount due of $30,555 to an unrelated party as of December 31, 2014. The amount is unsecured, non-interest bearing and due on demand. | |
During the year ended December 31, 2014, the Company received loans from two unrelated parties in the amount of $20,000 and $6,000 respectively. These loans have no specific terms of repayment, are unsecured and non-interest bearing. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE |
(a) On February 22, 2010, the Company issued a $250,000 promissory note to a former officer of the Company. The note bears interest at 10% per annum, is unsecured, and was due on December 31, 2010. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. | |
The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversions feature of $175,081 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of December 31, 2014 is $250,000. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $87,031 as of December 31, 2014. | |
(b) On April 13, 2010, the Company entered into a $250,000 draw down promissory note agreement with Paramount Trading Company, a non-related party. Amounts drawn on this credit facility bear interest at 8% per annum, are unsecured, and were due on April 13, 2011. Effective March 31, 2014, Paramount Trading Company assigned this note, along with accrued interest to Liberty Resources Ltd., whereby the principal balance of $250,000 and accrued interest of $59,001 were reclassified into a new principal balance of $ 309,001 | |
The holder could convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the thirty trading days immediately preceding the conversion date. On October 14, 2010, the conversion price was changed to be fixed at $0.45 per share. $309,001 | |
As of December 31, 2014, the outstanding balance is $309,001. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $260,265 with an equivalent discount on the convertible debt. Upon modification of the conversion feature, the derivative liability was removed as the number of shares to be issued upon conversion became fixed. The carrying value of the convertible debt as of December 31, 2014 is $309,001. | |
(c) Effective January 31, 2005, a former officer of the Company entered into a line of credit agreement with a financial institution allowing for borrowings of up to $800,000 with annual interest at prime to be used to fund the operations of the Company. The line of credit is secured by the principal residence of the former President of the Company. Monthly interest-only payments are required. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal and interest outstanding at any time on the line of credit. The President of the Company may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. The maturity date was December 31, 2011 and the note is now due on demand. | |
As of December 31, 2014, the outstanding balance is $788,472 (December 31, 2013 - $788,472). The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $190,274 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of December 31, 2014 is $788,472. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $287,898 as of December 31, 2014. | |
On August 18, 2011 the company defaulted on the payments owed to the financial institution. As a result, UTP Holdings LLC was obligated to make the monthly bank payments on behalf of the company. UTP Holdings LLC notified the company of the default and the payments. | |
Effective March 31,2014, DeBondo Capital Limited assigned three notes, ($50,000 dated January 7, 2013 bearing an interest rate of 5%, $4,000 dated February 4, 2013 bearing an interest rate of 5% and $18,700 dated August 1, 2013 bearing an interest rate of 10%) to Neoventive LLC. On December 30, 2014, the Company and Neoventive LLC, agreed to amend the conversion terms of the Notes whereby $21,108 of the Notes would convert into 4,221,600 shares of the Company’s common stock. As a result Neoventive cancelled the balance of the Notes and accrued interest totaling $59,669. Subsequently the shares were issued on January 10, 2015. | |
(g) Effective March 31, 2014, Laurag Associates S.A., assigned two defaulted notes, plus accrued interest that it held to Neoventive LLC, in the collective amount of $23,250 one dated August 31, 2012 in which the Company issued a 6% convertible note for proceeds of $20,000 to and the second dated March 12, 2013 in which the Company issued a 5% promissory note in the amount of $2,500. Upon the effectiveness of the assignment, both notes had interest at 6% and maintained the same conversion features. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days. | |
The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $1,407 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2014. The carrying value of the convertible debt as of December 31, 2014 is $20,000. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $4,980 as of December 31, 2014. The note is currently in default. | |
(h) On November 16, 2012 the Company issued a 6% convertible note for proceeds of $66,709 which matured on November 16, 2013. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days. The derivative liability related to this note is recalculated each reporting period. | |
The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $1,410 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2014. The carrying value of the convertible debt as of December 31, 2014 is $66,709. The derivative liability related to this note is recalculated each reporting period. The note is currently in default. On July 1, 2014, the conversion feature of the loan was modified from a variable conversion price to a fixed conversion price of $ 0.01 per share. As a result of the loan modification, the remaining derivative liability as of July 1, 2014 of $ 5,121 was recorded as a gain on modification of loan terms. A debt discount of $ 66,709 to recognize the value of the conversion feature, was recorded on July 1, 2014, which was fully amortized as of December 31, 2014. | |
On March 31, 2014, the Company issued a convertible promissory note for $15,000 to Neoventive LLC. The note is due on October 1, 2014, is unsecured and bears interest at 8%. The note and any accrued interest may be converted into shares of the Company’s common stock at fair market value. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $9,834 with an equivalent discount on the convertible debt. As of December 31, 2014, the unamortized debt discount was $0. The carrying value of the convertible debt as of December 31, 2014 was $15,000. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $5,789 as of December 31, 2014. |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 6 – COMMON STOCK |
The Company originally had an unlimited number of shares of no par value common stock. | |
On inception, the Company issued 10 shares of common stock at £1.00 per share to its founder for total cash proceeds of £10, which converted at its historical rate is $15. The Company closed a share exchange transaction effective March 23, 2013 with the shareholders of Resource Exchange of America Corp. This share exchange transaction constituted a reverse merger and a recapitalization of Allerayde. In conjunction with this reverse merger, the historical accounts of Allerayde become the historical accounts of Resource Exchange of America Corp for accounting purposes. The shareholders of Allerayde were issued 75,872,411 shares of Resource Exchange, representing 98.97% of the issued and outstanding shares of Resource Exchange. At the time of the reverse merger there were 786,328 shares of common stock outstanding. | |
On January 31, 2013, the Company amended its Articles of Incorporation to increase the total authorized shares of common stock, par value $.0001 per share from 250,000,000 shares to 400,000,000 shares and to additionally authorize a total of 100,000,000 shares of preferred stock, par value $.0001 per share which may be issued by the Company. | |
On April 5, 2013, the Company issued 12,346,500 shares of common stock for debt of $92,500 and accrued interest of $30,965 for a total of $123,465. | |
On December 1, 2014, the Company issued 5,000,000 shares of common stock for the acquisition of BakedAmerican.com. (See Note 9 – Subsequent Events.) | |
On December 30, 2014, the Company agreed to issue 4,221,600 shares of common stock for notes payable of $ 21, 108 plus an agreement to cancel the balance of notes payable and accrued interest in the amount of $ 59,669. | |
As of December 31, 2014 there were 98,226,850 shares of common stock issued and outstanding. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES |
The Company had entered into a lease agreement for its business premises which called for monthly payments in the amount of approximately £368 through May 31, 2014. The lease was assumed by the former CEO upon the change of control on March 4, 2014. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
INCOME TAXES | NOTE 8 – INCOME TAXES | ||||||||
As of December 31, 2014, the Company had net operating loss carry forwards of approximately $517,056 that may be available to reduce future years’ taxable income arising from the same trade. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. | |||||||||
The provision for corporate income tax at the expected rate of 34% consists of the following for the years ended December 31, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Corporate income tax benefit attributable to: | |||||||||
Current Operations | $ | (25,321 | ) | $ | 200,072 | ||||
Less: valuation allowance | 25,321 | (200,072 | ) | ||||||
Net provision for Corporate income taxes | $ | - | $ | - | |||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2014 and December 31, 2013: | |||||||||
December 31, 2014 | December 31, | ||||||||
2013 | |||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 175,799 | $ | 201,122 | |||||
Less: valuation allowance | (175,799 | ) | (201,122 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS |
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described below. | |
On January 20, 2015, Stragenics, Inc., (the “Company”) confirmed completion of conditions to closing under the terms of a Securities Purchase Agreement and a Registration Rights Agreement, committed to on December 16, 2014 with Tangiers Investment Group LLC (”Tangiers”), whereby Tangiers is obligated, providing the Company has met certain conditions including the filing of a Form S-1 Registration Statement for the shares to be acquired, to purchase up to Five Million Dollars ($5,000,000) of the Company’s common stock at the rates set forth in the Equity Purchase Agreement over a period of 36 months. Under the Securities Purchase Agreement the shares are purchased at the discretion of the Company by issuing a Put Notice when funds are needed. The Company is further obligated, among other terms, to a 10% Commitment Fee, to be issued in restricted common stock in two tranches – (1) 50% due upon acceptance of the Securities Purchase Agreement, and (2) 50% due 60 days after execution of the Securities Purchase Agreement. | |
In accordance with the terms of the Note with Tangiers, the Company can borrow up to $220,000, of which the Company borrowed $44,000 on January 16, 2015 and with an additional $176,000 available within 270 days of execution. | |
The Note, with a 10% original issue discount, has interest under the Note of 10% per annum, with the principal and all accrued but unpaid interest due on or about January 16, 2016. The Note is convertible at any time at Tangier’s option into shares of the Company’s common stock at a variable conversion price of 60% of the lowest traded price during the 5 days prior to the notice of conversion, subject to adjustment and other terms as described in the Note. | |
Effective January 2, 2015, the Company issued an 8% convertible note to KBM Worldwide Inc., for proceeds of $33,000 which matures on September 12, 2015. Among other terms, the holder may elect to convert, at any time after one hundred eighty days (180), any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 51% of the average of the three lowest days closing market prices during the fifteen day trading period immediately preceding the conversion date. | |
On March 6, 2015, the Company issued an 8% convertible note to Vis Veris Group Inc., for proceeds of $33,000 which matures on or about December 7, 2015. Among other terms, the holder may elect to convert, at any time after one hundred eighty days (180), any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 51% of the average of the three lowest days closing market prices during the fifteen day trading period immediately preceding the conversion date. | |
On April 1, 2015, the Company and Healthnostics, Inc., the seller of BakedAmerican.com agreed to amend the acquisition agreement between the companies whereby Healthnostics, Inc., would return 5,000,000 shares of the Company’s common stock in exchange for a promissory note payable, due on March 31, 2016 in the amount of $175,000, with an interest rate of 6%. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Nature of Business | Nature of Business | ||||||||||||||||
Stragenics, Inc., formerly known as Allerayde SAB, Inc., (the “Company” or “Stragenics”) was incorporated under the laws of the State of Florida on January 15, 2009. On February 23, 2010, the Company changed its name to Resource Exchange of America Corp. from Mobieyes, Inc. Effective April 30, 2013, the Company changed its name to Allerayde SAB, Inc. Effective April 28, 2014, the Company changed its name to Stragenics, Inc. The Company’s prior business was a mobile enterprise software company aimed at improving productivity of field service organizations. Upon completion of the acquisition of assets from UTP Holdings, LLC on February 22, 2010, the Company adopted the business of UTP Holdings, LLC. The Company was engaged in the business of recycling ferrous and nonferrous metals to customers in the United States and abroad. | |||||||||||||||||
On March 21, 2013, the Company entered into a Share Exchange Agreement with Allerayde SAB Limited. (“Allerayde”) and Mike Rhodes, the sole member of Allerayde (the “Allerayde Stockholder”) (the “Share Exchange Agreement”). This share exchange transaction constituted a reverse merger and a recapitalization of Stragenics (formerly Allerayde). In conjunction with this reverse merger, the historical accounts of Stragenics become the historical accounts of Resource Exchange of America Corp for accounting purposes. | |||||||||||||||||
Accounting Basis | Accounting Basis | ||||||||||||||||
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||
Stragenics considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2014 and December 31, 2013, respectively, the Company had $104 and $0 of cash and a bank overdraft of $409. | |||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||
FASB ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements. | |||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |||||||||||||||||
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | |||||||||||||||||
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |||||||||||||||||
The valuation techniques that may be used to measure fair value are as follows: | |||||||||||||||||
Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities | |||||||||||||||||
Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method | |||||||||||||||||
Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost) | |||||||||||||||||
The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility have variable rates that reflect currently available terms and conditions for similar debt. | |||||||||||||||||
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2014 and December 31, 2013. As required by FASB ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
31-Dec-14 | Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | - | $ | 372,286 | $ | - | $ | 372,286 | |||||||||
Total liabilities | $ | - | $ | 2,754,996 | $ | - | $ | 2,754,996 | |||||||||
31-Dec-13 | Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | - | $ | 735,979 | $ | - | $ | 735,979 | |||||||||
Total Liabilities | $ | - | $ | 3,060,602 | $ | - | $ | 3,060,602 | |||||||||
In addition, the FASB issued, “The Fair Value Option for Financial Assets and Financial Liabilities. This guidance expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, convertible notes payable, derivative liability, amounts due to related parties and loans payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |||||||||||||||||
Foreign Currency | Foreign Currency | ||||||||||||||||
The operations of the Company were located in England and Wales. Stragenics maintained a Great Britain Pounds bank account. The functional currency is the U.S. Dollar. Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction. Monetary assets and liabilities denominated in Great Britain Pounds are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in Great Britain Pounds Dollars are translated at the average exchange rate. | |||||||||||||||||
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share | ||||||||||||||||
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2014. | |||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||||||
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. | |||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. | |||||||||||||||||
Stragenics does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow other than the pronouncement described above. | |||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of fair value hierarchy Company's financial assets and liabilities | 31-Dec-14 | Level I | Level II | Level III | Total | ||||||||||||
Derivative liability | $ | - | $ | 372,286 | $ | - | $ | 372,286 | |||||||||
Total liabilities | $ | - | $ | 2,754,996 | $ | - | $ | 2,754,996 | |||||||||
31-Dec-13 | Level I | Level II | Level III | Total | |||||||||||||
Derivative liability | $ | - | $ | 735,979 | $ | - | $ | 735,979 | |||||||||
Total Liabilities | $ | - | $ | 3,060,602 | $ | - | $ | 3,060,602 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Summary of provision for corporate income tax | 2014 | 2013 | |||||||
Corporate income tax benefit attributable to: | |||||||||
Current Operations | $ | (25,321 | ) | $ | 200,072 | ||||
Less: valuation allowance | 25,321 | (200,072 | ) | ||||||
Net provision for Corporate income taxes | $ | - | $ | - | |||||
Summary of deferred income tax assets | |||||||||
December 31, 2014 | December 31, | ||||||||
2013 | |||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 175,799 | $ | 201,122 | |||||
Less: valuation allowance | (175,799 | ) | (201,122 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $372,286 | $735,979 |
Total Liabilities | 2,754,996 | 3,060,602 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | ||
Total Liabilities | ||
Level II [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 372,286 | 735,979 |
Total Liabilities | 2,754,996 | 3,060,602 |
Level III [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | ||
Total Liabilities |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of Significant Accounting Policies (Textual) | |||
Cash and equivalents | $104 | $16 | |
Bank overdrafts | $409 |
Going_Concern_Details
Going Concern (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Going Concern (Textual) | ||
Deficit accumulated during the development stage | ($3,110,507) | ($3,184,981) |
Due_to_Related_Parties_Details
Due to Related Parties (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Due to Related Parties (Textual) | ||
Amount due to related party | $431,061 | |
President [Member] | ||
Due to Related Parties (Textual) | ||
Repayment of advances | 50 | |
Amount due to related party | $15,720 |
Promissory_Notes_Details
Promissory Notes (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 18, 2010 | Sep. 24, 2013 | Sep. 10, 2013 | Mar. 31, 2014 | |
Promissory Notes (Textual) | ||||||
Amount due to related party | $431,061 | |||||
Interest expense | 100,000 | 107,198 | ||||
Due to unrelated party | 30,555 | 9,200 | ||||
Unrelated party one [Member] | ||||||
Promissory Notes (Textual) | ||||||
Loan from unrelated party | 20,000 | |||||
Unrelated party two [Member] | ||||||
Promissory Notes (Textual) | ||||||
Loan from unrelated party | 6,000 | |||||
Former President [Member] | ||||||
Promissory Notes (Textual) | ||||||
Amount due to related party | 431,061 | |||||
Officer [Member] | ||||||
Promissory Notes (Textual) | ||||||
Maximum borrowing capacity under line of credit facility | 150,000 | |||||
Line of credit, amount | 50,300 | |||||
Line of credit facility, Interest rate | 8.00% | |||||
Capital Nordic Ltd [Member] | ||||||
Promissory Notes (Textual) | ||||||
Promissory notes carrrying amount | 5,000 | 3,000 | ||||
Interest expense | $750 | $450 | ||||
Interest rate, Description | Payable after 4 months. | Payable after 4 months. |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 22, 2010 | Apr. 13, 2010 | Jan. 31, 2005 | Jul. 01, 2014 | Nov. 16, 2012 | Dec. 30, 2014 | Apr. 05, 2013 | Mar. 18, 2010 | Mar. 31, 2014 | Mar. 12, 2013 | Aug. 31, 2012 | Oct. 14, 2010 | Aug. 01, 2013 | Feb. 04, 2013 | Jan. 07, 2013 | Jul. 01, 2014 | |
Convertible Note Payable (Textual) | ||||||||||||||||||
Derivative liability | $372,286 | $735,979 | ||||||||||||||||
Accrued interest | 123,465 | |||||||||||||||||
Notes payable | 21,108 | |||||||||||||||||
Accrued interest | 242,917 | 220,603 | 59,669 | 30,965 | ||||||||||||||
Proceeds from convertible notes payable | 56,500 | |||||||||||||||||
Amortization of debt discount | 158,622 | 34,215 | ||||||||||||||||
Gain on modification of loan | 5,121 | |||||||||||||||||
Unamortized discount | 0 | 286 | ||||||||||||||||
Officer [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Maximum borrowing capacity under line of credit facility | 150,000 | |||||||||||||||||
Neoventive Llc [Member] | Laurag Associates [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | 6.00% | |||||||||||||||
Debt instrument, conversion feature, description | The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days. | |||||||||||||||||
Estimated fair value of the conversion feature | 1,407 | |||||||||||||||||
Carrying value of convertible debt | 20,000 | |||||||||||||||||
Derivative liability | 4,980 | |||||||||||||||||
Promissory notes carrrying amount | 23,250 | 2,500 | 20,000 | |||||||||||||||
Convertible Notes Payable [Member] | Officer [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Amount of convertible promissory notes | 250,000 | |||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||
Maturity date | 31-Dec-10 | |||||||||||||||||
Debt instrument, conversion feature, description | The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. | |||||||||||||||||
Estimated fair value of the conversion feature | 175,081 | |||||||||||||||||
Carrying value of convertible debt | 250,000 | |||||||||||||||||
Derivative liability | 87,031 | |||||||||||||||||
Convertible Notes Payable One [Member] | Non - Related Party [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Amount of convertible promissory notes | 250,000 | |||||||||||||||||
Maturity date | 13-Apr-11 | |||||||||||||||||
Debt instrument, conversion feature, description | The holder could convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the thirty trading days immediately preceding the conversion date. | |||||||||||||||||
Estimated fair value of the conversion feature | 260,265 | |||||||||||||||||
Carrying value of convertible debt | 309,001 | 309,001 | 309,001 | |||||||||||||||
Debt instrument, conversion price | $0.45 | |||||||||||||||||
Line of credit facility, interest rate | 8.00% | |||||||||||||||||
Promissory notes carrrying amount | 250,000 | 250,000 | ||||||||||||||||
Accrued interest | 59,001 | 59,001 | ||||||||||||||||
Outstanding convertible debt | 309,001 | |||||||||||||||||
Convertible Notes Payable Two [Member] | Non - Related Party [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Amount of convertible promissory notes | 18,700 | 4,000 | 50,000 | |||||||||||||||
Debt instrument, interest rate | 10.00% | 5.00% | 5.00% | |||||||||||||||
Convertible Notes Payable Two [Member] | Former Officer [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Maturity date | 31-Dec-11 | |||||||||||||||||
Debt instrument, conversion feature, description | Equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. The maturity date was December 31, 2011 and the note is now due on demand. | |||||||||||||||||
Estimated fair value of the conversion feature | 190,274 | |||||||||||||||||
Carrying value of convertible debt | 788,472 | |||||||||||||||||
Derivative liability | 287,898 | |||||||||||||||||
Outstanding convertible debt | 788,472 | 788,472 | ||||||||||||||||
Maximum borrowing capacity under line of credit facility | 800,000 | |||||||||||||||||
Convertible Notes Payable Two [Member] | Neoventive Llc [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Notes payable | 21,108 | |||||||||||||||||
Accrued interest | 59,669 | |||||||||||||||||
Record conversion of note payable and forgiveness of remaining balance, shares | 4,221,600 | |||||||||||||||||
Convertible Notes Payable Four [Member] | Neoventive Llc [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Debt instrument, conversion feature, description | The note is due on October 1, 2014, is unsecured and bears interest at 8%. | |||||||||||||||||
Estimated fair value of the conversion feature | 9,834 | |||||||||||||||||
Carrying value of convertible debt | 15,000 | |||||||||||||||||
Derivative liability | 5,789 | |||||||||||||||||
Debt conversion, converted instrument, amount | 15,000 | |||||||||||||||||
Debt conversion, original debt, interest rate of debt | 8.00% | |||||||||||||||||
Unamortized discount | 0 | |||||||||||||||||
Convertible Notes Payable Seven [Member] | ||||||||||||||||||
Convertible Note Payable (Textual) | ||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||
Maturity date | 16-Nov-13 | |||||||||||||||||
Debt instrument, conversion feature, description | The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days. | |||||||||||||||||
Estimated fair value of the conversion feature | 1,410 | |||||||||||||||||
Carrying value of convertible debt | 66,709 | |||||||||||||||||
Debt instrument, conversion price | $0.01 | |||||||||||||||||
Proceeds from convertible notes payable | 66,709 | |||||||||||||||||
Amortization of debt discount | 66,709 | |||||||||||||||||
Gain on modification of loan | $5,121 |
Common_Stock_Details
Common Stock (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Apr. 05, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2014 | Jan. 31, 2013 | Dec. 01, 2014 | |
Common Stock (Textual) | ||||||
Share issued on inception | 10 | |||||
Issue price per share | $1 | |||||
Proceeds from issuance of common stock | $10 | |||||
Stock historical rate | $15 | |||||
Stock issued to stockholders pursuant to recapitalization of Allerayde | 75,872,411 | |||||
Percentage of equity issued | 98.97% | |||||
Merger/recapitalization, shares | 786,328 | |||||
Common stock authorized | 400,000,000 | 400,000,000 | ||||
Common stock shares authorized prior to amendment | 250,000,000 | |||||
Common stock, Par value | $0.00 | 0.0001 | $0.00 | |||
Additional authorized preferred capital | 100,000,000 | |||||
Preferred Stock, par value per share | $0.00 | |||||
Common stock, Shares issued | 12,346,500 | 98,226,850 | 89,005,250 | |||
Common stock, Shares outstanding | 98,226,850 | 89,005,250 | ||||
Notes Payable | 21,108 | |||||
Debt | 92,500 | |||||
Accrued interest | 30,965 | 242,917 | 220,603 | 59,669 | ||
Accrued interest, Total | $123,465 | |||||
Common Stock [Member] | ||||||
Common Stock (Textual) | ||||||
Merger/recapitalization, shares | 786,328 | |||||
Common stock, Shares issued | 5,000,000 | |||||
Record conversion of note payable and forgiveness of remaining balance, shares | 4,221,600 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (GBP £) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies (Textual) | |
Lease expiration date | 31-May-14 |
Monthly payment of leased premises | £ 368 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Corporate income tax benefit attributable to: | ||
Current operations | ($25,321) | $200,072 |
Less: valuation allowance | 25,321 | -200,072 |
Net provision for Corporate income taxes |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $175,799 | $201,122 |
Less: valuation allowance | -175,799 | -201,122 |
Net deferred tax asset |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes (Textual) | ||
Net operating loss carry forwards | $517,056 | |
Provision for corporate income tax, expected rate | 34.00% | 34.00% |
Cumulative tax effect, expected rate | 34.00% | 34.00% |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 16, 2015 | Jan. 20, 2015 | Jan. 02, 2015 | Mar. 06, 2015 | Apr. 01, 2015 | Apr. 05, 2013 | |
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Issued | 98,226,850 | 89,005,250 | 12,346,500 | |||||
Proceeds from convertible note | $56,500 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination purchase | 5,000,000 | |||||||
Commitment fee | 10.00% | |||||||
Purchase commitment | 50% due 60 days after execution of the Securities Purchase Agreement | |||||||
Borrowings | 44,000 | |||||||
Borrowing terms | Available within 270 days of execution. | |||||||
Additional borrowing | 176,000 | |||||||
Original issue discount | 10.00% | |||||||
Conversion Percentage | 60.00% | |||||||
Proceeds from issuance of debt | 220,000 | |||||||
Subsequent Event [Member] | KBM Worldwide Inc [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion Percentage | 51.00% | |||||||
Interest Rate | 8.00% | |||||||
Proceeds from convertible note | 33,000 | |||||||
Convertible debt maturity date | 12-Sep-15 | |||||||
Convertible debt maturity date description | At any time after one hundred eighty days (180). | |||||||
Subsequent Event [Member] | Vis Veris Group Inc [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion Percentage | 51.00% | |||||||
Interest Rate | 8.00% | |||||||
Proceeds from convertible note | 33,000 | |||||||
Convertible debt maturity date | 7-Dec-15 | |||||||
Convertible debt maturity date description | At any time after one hundred eighty days (180). | |||||||
Subsequent Event [Member] | Baked American.Com [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination purchase | $175,000 | |||||||
Common Stock, Shares, Issued | 5,000,000 | |||||||
Interest Rate | 6.00% | |||||||
Convertible debt maturity date | 31-Mar-16 |