Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | STRAGENICS, INC. |
Entity Central Index Key | 1,456,993 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 424,944,363 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and equivalents | $ 40,915 | $ 104 |
Prepaid expenses | 9,563 | |
Total Current Assets | 50,478 | $ 104 |
Other Assets | ||
Intellectual Property, (less accumulated amortization of $29,730) | 145,270 | $ 172,027 |
Total Other Assets | 145,270 | |
TOTAL ASSETS | 195,748 | $ 172,131 |
Current Liabilities | ||
Accounts payable and accrued expenses | 105,127 | 139,525 |
Accrued interest | 306,626 | 242,917 |
Convertible notes payable, net of discount of $184,614 (2014 - $0) | 1,355,786 | 1,446,632 |
Derivative liability | $ 1,650,554 | 372,286 |
Advances from officer | 15,720 | |
Loans payable | $ 686,916 | 531,916 |
Advances from shareholder | 4,500 | 6,000 |
Total Liabilities | 4,109,509 | $ 2,754,996 |
Stockholders' Deficit | ||
Preferred Stock Authorized: 100,000,000 preferred shares.10,000 shares Series A, issued and outstanding at September 30, 2015 and -0- at December 31, 2014 | 10,000 | |
Common Stock, 900,000,000 shares of common stock with par value of $.0001; 424,944,363 shares of common stock issued and outstanding at September 30, 2015 and (98,226,850) - December 31, 2014 | 42,685 | $ 9,823 |
Additional paid in capital | 1,165,495 | 516,984 |
Accumulated other comprehensive loss | 835 | 835 |
Accumulated deficit | (5,132,776) | (3,110,507) |
Total Stockholders' Deficit | (3,913,761) | (2,582,865) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 195,748 | $ 172,131 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Net of accumulated amortization | $ 29,730 | |
Net of discount, Convertible notes payable | $ 184,614 | $ 0 |
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 |
Series A Preferred stock, shares issued | 10,000 | 0 |
Series A Preferred stock, shares outstanding | 10,000 | 0 |
Common stock, Shares authorized | 900,000,000 | 900,000,000 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 424,944,363 | 98,226,850 |
Common stock shares outstanding | 424,944,363 | 98,226,850 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
REVENUES | ||||
EXPENSES | ||||
Professional fees | $ 4,000 | $ 14,385 | $ 25,250 | $ 19,895 |
Consulting fees | 17,303 | 41,578 | ||
Compensation | 15,000 | 45,000 | ||
Office expense | 2,969 | $ 7 | 6,193 | $ 4,107 |
Filing and registration | 2,072 | $ 139 | 17,870 | $ 2,599 |
Amortization of website | 8,919 | 26,757 | ||
General and administrative | 10,544 | 42,949 | ||
TOTAL EXPENSES | 60,807 | $ 14,531 | 205,597 | $ 26,601 |
LOSS FROM OPERATIONS | (60,807) | $ (14,531) | (205,597) | $ (26,601) |
OTHER INCOME (EXPENSES) | ||||
Other income | 7,000 | 8,081 | ||
Interest expense | $ (30,690) | $ (13,077) | (91,654) | $ (39,230) |
Commitment fee | (243,331) | |||
Amortization of debt discount | $ (71,626) | (89,737) | $ (77,845) | |
Gain (loss) on extinguishing debt | $ (6,325) | $ 5,121 | $ (518,890) | $ 5,121 |
Derivative expense | ||||
Change in fair market value of derivative liability | $ 735,664 | $ (872,648) | $ (881,142) | $ (409,628) |
TOTAL OTHER INCOME (EXPENSE) | 705,649 | (952,230) | (1,816,673) | (521,582) |
GAIN (LOSS) BEFORE PROVISION FOR INCOME TAXES | $ 644,842 | $ (966,761) | $ (2,022,270) | $ (548,183) |
PROVISION FOR INCOME TAXES | ||||
NET GAIN (LOSS) | $ 644,842 | $ (966,761) | $ (2,022,270) | $ (548,183) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | ||||
TOTAL COMPREHENSIVE INCOME (LOSS) | $ 644,842 | $ (966,761) | $ (2,022,270) | $ (548,183) |
NET GAIN (LOSS) PER SHARE: BASIC AND DILUTED | $ (0.006) | $ (0.01) | $ (0.02) | $ (0.01) |
TOTAL COMPREHENSIVE LOSS PER SHARE: BASIC AND DILUTED | $ (0.006) | $ (0.01) | $ (0.02) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 104,720,537 | 89,005,255 | 104,720,537 | 89,005,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (2,022,270) | $ (548,183) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | $ 26,757 | |
Amortization of debt discount | ||
Change in fair market value of derivative liability | $ 1,278,268 | $ 409,628 |
Debt Discount, net of amortization | $ (184,614) | 77,845 |
Gain on modification of loan | $ (5,121) | |
Changes in assets and liabilities: | ||
Increase in prepaid expenses | $ (9,563) | |
Increase (decrease) in accounts payable and accrued expenses | (34,398) | $ (4,115) |
Increase in accrued interest | 63,709 | 39,230 |
Net Cash Used in Operating Activities | $ (882,111) | (30,716) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Bank overdraft | (409) | |
Proceeds (Repayment) from promissory notes | $ 175,000 | 5,000 |
Proceeds from convertible notes payable | $ 93,819 | $ 15,000 |
Proceeds (Repayment) of convertible notes | ||
Advances (Repayment) from shareholders | $ (37,270) | $ 13,270 |
Preferred stock issued for debt | 10,000 | |
Common stock for note conversions and warrants | 681,373 | |
Net Cash Provided by Financing Activities | $ 922,922 | $ 32,861 |
Fluctuation on foreign currency | ||
NET INCREASE IN CASH | $ 40,811 | $ 2,145 |
Cash and equivalents, beginning of period | 104 | |
Cash and equivalents, end of period | $ 40,915 | $ 2,145 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
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. 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 then 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. The Company was then engaged in the business of developing and manufacturing allergy management products in the United Kingdom and other countries such as the U.S. and Canada. On March 4, 2014, the Company underwent a change of control and entered into a Termination Agreement (the “Agreement”), whereby Allerayde SAB, Ltd, the Company’s subsidiary reverted to former management effective December 1, 2014, thereby reverting the subsidiary back to former management. On December 1, 2014, the Company acquired BakedAmerican.com, and began new operations as an internet-based, social media, marketing and development company. 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 September 30, 2015 and December 31, 2014, respectively, the Company had $40,915 and $104 of cash, respectively. Fair Value Measurement 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 September 30, 2105 and December 31, 2014. 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. September 30, 2015 Level I Level II Level III Total Derivative liability $ - $ 1,650,554 $ - $ 1,650,554 Total liabilities $ - $ 4,109,509 $ - $ 4,109,509 December 31, 2014 Level I Level II Level III Total Derivative liability $ - $ 372,286 $ - $ 372,286 Total liabilities $ - $ 2,754,996 $ - $ 2,754,996 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 Until December 1, 2014, 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 September 30, 2015. 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 | 9 Months Ended |
Sep. 30, 2015 | |
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 $3,913,761 as of September 30, 2015, has limited 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 | 9 Months Ended |
Sep. 30, 2015 | |
Due to Related Parties [Abstract] | |
DUE TO RELATED PARTIES | NOTE 3 – DUE TO RELATED PARTIES During the period ended September 30, 2015 and for the year ended December 31, 2014, the Company received advances from the President of the Company in the net amount of $7,720 and $15,720. During the period ended September 30, 2015, the Company repaid these advances. The advances are non-interest bearing and due on demand. |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015. 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 September 30, 2015 is $50,300. The Company has an amount due of $30,555 to an unrelated party as of September 30, 2015. The amount is unsecured, non-interest bearing and due on demand. The Company has an amount due of $4,500 in advances from an unrelated party. This advance has no specific terms of repayment, is unsecured and non-interest bearing. 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%. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 is $250,000. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $335,746 as of September 30, 2015. (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. During the period ended September 30, 2015, the current debt holder, Liberty Resources, Ltd., sold portions of the note (“Liberty Note”) to various parties. As a result the conversion terms for each sale changed from the original conversion terms thereby creating new notes each of which have varying conversion terms. As of September 30, 2015, the remaining balance on the note was $128,001 and a total of $52,083 was converted by the new holders. These notes, derived from the original Liberty note are as follows: Effective April 2, 2015, LG Capital LLC acquired a $50,000 interest for $50,000 in the Liberty Note with conversion terms equal to 60% of the average of the five lowest trading days in the preceding 25 trading days including to the conversion date. The new note was considered an extinguishment of the prior note and a loss on extinguishment of $138,750 was recorded. The note holder converted $10,000 plus interest of this note to common stock during the three months ended June 30, 2015. The carrying value of the convertible debt as of September 30, 2015 is $40,000. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $77,181 as of June 30, 2015. Effective May 5, 2015, JDF Capital, Inc., acquired a $56,000 interest for $56,000 in the Liberty Note with conversion terms equal to 50% of the average of the three lowest trading days in the 20 days prior to and including the conversion date. The new note was considered an extinguishment of the prior note and a loss on extinguishment of $115,328 was recorded. The carrying value of the convertible debt as of September 30, 2015 is $56,000. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $207,760 as of September 30, 2015. Effective May 28, 2015, Black Forest Capital Inc., acquired a $53,500, interest for $53,500 in the Liberty Note with conversion terms equal to 40% of the lowest trading price in the 20 days prior to and including the conversion date. The new note was considered an extinguishment of the prior note and a loss on extinguishment of $165,356 was recorded. The note holder converted $7,000 plus interest of this note to common stock during the three months ended September 30, 2015. The carrying value of the convertible debt as of September 30, 2015 is $46,500. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $122,353 as of September 30, 2015. Effective April 30, 2015, Tangiers Investment Group, LLC, acquired a $25,000, interest for $25,000 in the Liberty Note with conversion terms equal to 50% of the lowest trading price in the 20 days prior to and including the conversion date. The new note was considered an extinguishment of the prior note and a loss on extinguishment of $93,630 was recorded. The note holder converted $13,500 plus interest of this note to common stock during the three months ended September 30, 2015. The carrying value of the convertible debt as of September 30, 2015 is $11,500. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $31,405 as of September 30, 2015. Effective July 7, 2015, Metropolis Capital Partners, LLC, acquired a $20,000, interest for $20,000 in the Liberty Note with conversion terms equal to 50% of the lowest trading price in the 20 days prior to and including the conversion date. The new note was considered an extinguishment of the prior note and a loss on extinguishment of $ was recorded. The note holder converted $19,550 of this note to common stock during the three months ended September 30, 2015. The carrying value of the convertible debt as of September 30, 2015 is $720. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $-0- as of September 30, 2015. Effective July 1, 2015, A&R Equity Management, LLC, acquired a $40,000 interest for $20,000 in the Liberty Note with conversion terms equal to 50% of the lowest trading price in the 20 days prior to and including the conversion date. The new note was considered an extinguishment of the prior note and a loss on extinguishment of $ was recorded. The note holder converted $9,600 of this note to common stock during the three months ended September 30, 2015. The carrying value of the convertible debt as of September 30, 2015 is $41,536. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $41,536 as of September 30, 2015. (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 September 30, 2015, the outstanding balance is $788,472 (December 31, 2014 - $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 September 30, 2015 is $788,472. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $1,058,963 as of September 30, 2015. (d) Effective March 31, 2014, CapitalNordic Ltd., assigned two defaulted notes, plus accrued finance charges and interest that it held to Neoventive LLC, in the collective amount of $9,200, derived from two defaulted promissory notes, dated September 10, 2013 and September 24, 2013, in the amounts of $3,000 and $5,000. The notes plus interest of $450 and $750 respectively were payable after 4 months. 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 $0.01 price per share. (e) 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 September 30, 2015. The carrying value of the convertible debt as of September 30, 2015 is $23,250. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $14,876 as of September 30, 2015. (f) On November 16, 2012 the Company issued a 6% convertible note for assumed accounts payable 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 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. 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. The carrying value of the convertible debt as of September 30, 2015 is $66,709. (g) 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. 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 $45,531, with a discount on the convertible debt of $33,000 and a derivative expense of $12,531. The debt discount will be amortized over the life of the debt. The remaining discount was $11,122 of September 30, 2015. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $76,918 as of September 30, 2015. (h) Effective January 16, 2015, the Company issued a 10% convertible note to Tangiers Investment Group LLC for proceeds of $44,000 under terms of a borrowing agreement whereby the Company can borrow up to $220,000 within 270 days of execution of the agreement. 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. 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 $67,262, with a discount on the convertible debt of $44,000 and a derivative expense of $23,262. The debt discount will be amortized over the life of the debt. The remaining discount was $24,230 of September 30, 2015. On May 15, 2015, the Company issued a 10% convertible note to Tangiers Investment Group LLC for proceeds of $13,250 under terms of the above borrowing agreement. 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 $9,752 with an equivalent discount on the convertible debt. The debt discount will be amortized over the life of the debt. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $127,478 as of September 30, 2015. (i) On March 6, 2015, the Company issued an 8% convertible note to Vis Vires 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. 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 $160,997, with a discount on the convertible debt of $33,000 and a derivative expense of $127,997. The debt discount will be amortized over the life of the debt. The remaining discount was $18,578 as of June 30, 2015. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $72,601 as of September 30, 2015. (j) On April 2, 2105, the Company issued an 8% convertible note to LG Capital Funding LLC, for proceeds of $60,000 which matures on October 1, 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 40% of the average of the lowest trading price with a 20-day look back. 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 $183,317, with a discount on the convertible debt of $60,000 and a derivative expense of $123,317. The debt discount will be amortized over the life of the debt. The remaining discount was $45,041 as of June 30, 2015. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $115,369 as of September 30, 2015. (k) Effective May 12, 2015, The Company entered into a 10% Convertible Promissory Note and Warrant Agreement with JDF Capital Inc. In accordance with the terms of the Note with JDF Capital Inc., the Company can borrow up to $330,000, of which the Company borrowed $61,600 on January 16, 2015 and with an additional $268,400 available for additional borrowings at JDF’s discretion after the initial $61,600. Each advance principal and interest is due 12 months from the applicable funding date. Warrants, with a term of 5 years, received are equal to 100% of the common stock shares eligible for conversion on the date of the initial funding with an exercise price equal 110% of the initial conversion price. The terms of conversion, among other terms, is equal to 50% of the average of the 3 lowest reported sale prices on the common stock for the 20 trading days immediately prior to the closing date of the financing or 50% of the average of the 3 lowest reported sale prices for the 20 days prior to the conversion date of the Note. The Warrant is exercisable at $.0238 per share over a five-year period and carries a valuation cost of $83,191. 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 $96,258, with a discount on the convertible debt of $61,600 and a derivative expense of $34,658. The debt discount will be amortized over the life of the debt. The remaining discount was $53,149 as of June 30, 2015. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $155,928 as of September 30, 2015. (l) On June 2, 2015, the Company issued an 8% convertible note to Vis Vires Group Inc., for proceeds of $33,000 which matures on or about December 31, 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. 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 $34,297, with a discount on the convertible debt of $33,000 and a derivative expense of $1,297. The debt discount will be amortized over the life of the debt. The remaining discount was $25,544 as of June 30, 2015. The derivative liability related to this note is recalculated each reporting period. The derivative liability was $80,367 as of September 30, 2015. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
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 July 1, 2015, the Company amended its Articles of Incorporation to increase the total authorized shares of common stock, par value $.0001 from 400,000,000 shares to 900,000,000 shares. On July 5, 2015 the Board of Directors authorized the creation of a Series A Preferred Stock from the Company’s authorized Preferred Stock, authorizing 10,000 shares. The Rights of Series A Preferred Stock, Stockholders and the Rules for Issuance: Preferred Stock at the time of issuance. Shares of Preferred stock may only be issued in exchange for the partial or full retirement of debt held by management, employees, consultants or those creditors that are designated, as voted upon by a majority of the Board of Directors, to receive Series A Preferred Stock. The number of Shares of Preferred stock to be issued to each qualified person (i.e. management, employee, consultant or creditor of the company), holding a Note shall be determined by the following formula: number of U.S. dollars = number of shares of Series A of debt retired Preferred stock to be issued (e.g.: US $ 1 of debt retired = 1 share of Series A Preferred Stock). If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, have voting rights equal to 75% of the number of shares of Common Stock issued and outstanding at the time of any vote of shareholders. Voting Rights of Series A Preferred Stock. Each individual share of Series A Preferred stock shall have the voting rights equal to 75% of the number of shares of Common Stock issued and outstanding at the time of any vote of shareholders, divided by the number of shares of series A Preferred Shares which are issued and outstanding at the time of the vote. On December 1, 2014, the Company issued 5,000,000 shares of common stock for its acquisition of BakedAmerican.com at a valuation of $175,000. On April 1, 2015, the Company and the seller agreed to amend the purchase terms of the acquisition whereby the stock issued was returned and exchanged for a promissory note with a face value of $175,000. (See Note 4 – Promissory Notes.) 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. On January 16, 2015, the Company issued 1,618,752 shares of its common stock, at $.0731 per share as part of a commitment fee under the terms of an Equity Line of Credit Agreement. On April 1, 2015, Tangiers Investment Group converted $7,500 of principal into 375,000 shares of common stock. On April 22, 2015, the Company issued 1,918,944 shares of its common stock, at $.0731 per share as part of a commitment fee under the terms of an Equity Line of Credit Agreement. On May 19, 2015, Tangiers Investment Group converted $6,000 of principal into 647,249 shares of common stock. On May 22, 2015, LG Capital converted $10,000 of principal and $83 on interest into 730,038 shares of common stock. On June 15, 2015, Black Forest Capital converted $7,000 of principal into 1,944,445 shares of common stock. On June 15, 2015, Tangiers Investment Group converted $11,500 of principal into 4,259,259 shares of common stock. On July 10, 2015 the Company issued 10,000 shares of Series A Preferred Stock, $.0001 par value to its President in exchange for $10,000 in unpaid compensation and expenses. From July 1, 2015 through September 30, 2015, the Company issued 322,142,768 shares of common stock under terms of various debt conversion agreements. These include Date Noteholder Conversion Amt. Conv. Rate Shares 7/7/15 Black Forest Capital LLC 10,000 0.0024 4,166,667 7/7/15 Metropolis Capital Partners LLC 7,560 0.0014 5,400,000 7/8/15 KBM Worldwide Inc. 11,445 0.002297992 4,980,435 7/9/15 JDF Capital Inc. 10,000 0.00225 4,444,444 7/14/15 KBM Worldwide Inc. 9,465 0.0019 4,981,579 7/15/15 LG Capital Funding LLC 10,199 0.002352 4,336,500 7/15/15 Black Forest Capital LLC 8,907 0.00144 6,185,417 7/20/15 KBM Worldwide Inc. 9,465 0.0019 4,981,579 7/20/15 Tangiers Investment Group LLC 11,000 0.0012 9,166,667 7/20/15 Metropolis Capital Partners LLC 7,560 0.0012 6,300,000 7/21/15 JDF Capital Inc. 6,250 0.00125 5,000,000 7/21/15 KBM Worldwide Inc. 3,935 0.0012 3,279,167 7/22/15 A&R Equity Management LLC 9,600 0.0008 12,000,000 7/31/15 JDF Capital Inc. 4,420 0.00068 6,500,000 7/31/15 Tangiers Investment Group LLC 9,250 0.0007 13,214,286 8/4/15 Black Forest Capital LLC 5,989 0.0006 9,981,667 8/8/15 Tangiers Investment Group LLC 8,100 0.00045 18,000,000 8/17/15 Black Forest Capital LLC 1,252 0.00011 11,380,000 8/20/15 Tangiers Investment Group LLC 2,080 0.0001 20,800,000 8/20/15 Metropolis Capital Partners LLC 1,190 0.0001 11,900,000 3-Sep Black Forest Capital LLC 1,484 0.00011 13,490,000 9/4/15 JDF Capital Inc. 1,333 0.00011587 11,500,000 9/4/15 LG Capital Funding LLC 2,083 0.000156 13,351,730 9/8/15 Tangiers Investment Group LLC 2,690 0.0001 26,900,000 9/15/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/19/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/22/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/24/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/30/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/30/15 Tangiers Investment Group LLC 3,577 0.000095 37,652,632 164,059 322,142,770 As of September 30, 2015 there were 424,944,363 shares of common stock issued and outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company had entered into a lease agreement for its corporate office, which called for monthly payments in the amount of approximately $225.00 on a month-to-month basis. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 2015 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 above. Subsequent to September 30, 2015, 569,175,637 shares of the Company’s common stock were issued to assignees holding certain amounts of the Liberty Resources, Ltd., note under specific conversion terms. These include: Tangiers Investment Group LLC converting 220,700,000 shares; JDF Capital Inc., 17,000,000 shares; and Black Forest Capital LLC converting 190,750,637 shares. Vis Vires Group, Inc., converted 140,725,000 shares of common stock from two notes it held directly from the Company. (See Note 5 – Convertible Notes) On October 1, 2015, the Company filed with the Secretary of State of Florida to amend its articles of Incorporation to increase the total authorized shares of common stock, par value $.0001 from 900,000,000 shares to 3,500,000,000. On October 10, 2015 the Company issued 1,000,000,000 to its Chief Executive Officer as compensation to adjust his ownership position. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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. 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 then 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. The Company was then engaged in the business of developing and manufacturing allergy management products in the United Kingdom and other countries such as the U.S. and Canada. On March 4, 2014, the Company underwent a change of control and entered into a Termination Agreement (the “Agreement”), whereby Allerayde SAB, Ltd, the Company’s subsidiary reverted to former management effective December 1, 2014, thereby reverting the subsidiary back to former management. On December 1, 2014, the Company acquired BakedAmerican.com, and began new operations as an internet-based, social media, marketing and development company. |
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 September 30, 2015 and December 31, 2014, respectively, the Company had $40,915 and $104 of cash, respectively. |
Fair Value Measurements | Fair Value Measurement 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 September 30, 2105 and December 31, 2014. 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. September 30, 2015 Level I Level II Level III Total Derivative liability $ - $ 1,650,554 $ - $ 1,650,554 Total liabilities $ - $ 4,109,509 $ - $ 4,109,509 December 31, 2014 Level I Level II Level III Total Derivative liability $ - $ 372,286 $ - $ 372,286 Total liabilities $ - $ 2,754,996 $ - $ 2,754,996 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 Until December 1, 2014, 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 September 30, 2015. |
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 Accoun15
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value hierarchy Company's financial assets and liabilities | September 30, 2015 Level I Level II Level III Total Derivative liability $ - $ 1,650,554 $ - $ 1,650,554 Total liabilities $ - $ 4,109,509 $ - $ 4,109,509 December 31, 2014 Level I Level II Level III Total Derivative liability $ - $ 372,286 $ - $ 372,286 Total liabilities $ - $ 2,754,996 $ - $ 2,754,996 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Common Stock [Abstract] | |
Schedule of shares of common stock | Date Noteholder Conversion Amt. Conv. Rate Shares 7/7/15 Black Forest Capital LLC 10,000 0.0024 4,166,667 7/7/15 Metropolis Capital Partners LLC 7,560 0.0014 5,400,000 7/8/15 KBM Worldwide Inc. 11,445 0.002297992 4,980,435 7/9/15 JDF Capital Inc. 10,000 0.00225 4,444,444 7/14/15 KBM Worldwide Inc. 9,465 0.0019 4,981,579 7/15/15 LG Capital Funding LLC 10,199 0.002352 4,336,500 7/15/15 Black Forest Capital LLC 8,907 0.00144 6,185,417 7/20/15 KBM Worldwide Inc. 9,465 0.0019 4,981,579 7/20/15 Tangiers Investment Group LLC 11,000 0.0012 9,166,667 7/20/15 Metropolis Capital Partners LLC 7,560 0.0012 6,300,000 7/21/15 JDF Capital Inc. 6,250 0.00125 5,000,000 7/21/15 KBM Worldwide Inc. 3,935 0.0012 3,279,167 7/22/15 A&R Equity Management LLC 9,600 0.0008 12,000,000 7/31/15 JDF Capital Inc. 4,420 0.00068 6,500,000 7/31/15 Tangiers Investment Group LLC 9,250 0.0007 13,214,286 8/4/15 Black Forest Capital LLC 5,989 0.0006 9,981,667 8/8/15 Tangiers Investment Group LLC 8,100 0.00045 18,000,000 8/17/15 Black Forest Capital LLC 1,252 0.00011 11,380,000 8/20/15 Tangiers Investment Group LLC 2,080 0.0001 20,800,000 8/20/15 Metropolis Capital Partners LLC 1,190 0.0001 11,900,000 3-Sep Black Forest Capital LLC 1,484 0.00011 13,490,000 9/4/15 JDF Capital Inc. 1,333 0.00011587 11,500,000 9/4/15 LG Capital Funding LLC 2,083 0.000156 13,351,730 9/8/15 Tangiers Investment Group LLC 2,690 0.0001 26,900,000 9/15/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/19/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/22/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/24/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/30/15 Vis Vires Group Inc. 1,045 0.0001 10,450,000 9/30/15 Tangiers Investment Group LLC 3,577 0.000095 37,652,632 164,059 322,142,770 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $ 1,650,554 | $ 372,286 |
Total Liabilities | $ 4,109,509 | $ 2,754,996 |
Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | ||
Total Liabilities | ||
Level II [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $ 1,650,554 | $ 372,286 |
Total Liabilities | $ 4,109,509 | $ 2,754,996 |
Level III [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | ||
Total Liabilities |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Summary of Significant Accounting Policies (Textual) | ||||
Cash and equivalents | $ 40,915 | $ 104 | $ 2,145 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Going Concern (Textual) | ||
Deficit accumulated during the development stage | $ (5,132,776) | $ (3,110,507) |
Due to Related Parties (Details
Due to Related Parties (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
President [Member] | ||
Due to Related Parties (Textual) | ||
Amount due to related party | $ 7,720 | $ 15,720 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | Apr. 02, 2015 | Mar. 18, 2010 | Sep. 30, 2015 | Dec. 31, 2014 |
Promissory Notes (Textual) | ||||
Due to unrelated party | $ 30,555 | |||
Loan from unrelated party | $ 4,500 | |||
Business combination purchase | $ 175,000 | |||
Common stock, shares issued | 424,944,363 | 98,226,850 | ||
Baked American.Com [Member] | ||||
Promissory Notes (Textual) | ||||
Business combination purchase | $ 175,000 | |||
Common stock, shares issued | 5,000,000 | |||
Interest Rate | 6.00% | |||
Convertible debt maturity date | Mar. 31, 2016 | |||
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,bearing interest | 8.00% |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Jul. 30, 2015 | Jul. 07, 2015 | Jun. 02, 2015 | May. 28, 2015 | May. 15, 2015 | May. 12, 2015 | May. 05, 2015 | Apr. 30, 2015 | Apr. 02, 2015 | Mar. 06, 2015 | Jan. 01, 2015 | Jul. 01, 2014 | Mar. 31, 2014 | Nov. 16, 2012 | Apr. 13, 2010 | Feb. 22, 2010 | Jan. 31, 2005 | Jun. 15, 2015 | Jan. 16, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 02, 2015 | Dec. 31, 2014 | Sep. 24, 2013 | Sep. 10, 2013 | Mar. 12, 2013 | Aug. 31, 2012 | Mar. 18, 2010 |
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Derivative liability | $ 1,650,554 | $ 1,650,554 | $ 372,286 | ||||||||||||||||||||||||||||
Accrued interest | 306,626 | 306,626 | 242,917 | ||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 93,819 | $ 15,000 | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 11,500 | $ 164,059 | |||||||||||||||||||||||||||||
Discount on convertible debt | |||||||||||||||||||||||||||||||
Derivative expense | |||||||||||||||||||||||||||||||
Unamortized discount | $ 0 | $ 0 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | (6,325) | $ 5,121 | (518,890) | $ 5,121 | |||||||||||||||||||||||||||
LG Capital Funding LLC [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 10,000 | ||||||||||||||||||||||||||||||
Acquisition of interest in Liberty note | $ 50,000 | ||||||||||||||||||||||||||||||
Fair value of acquisition in Liberty note | $ 50,000 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | Conversion terms equal to 60% of the average of the five lowest trading days in the preceding 25 trading days including to the conversion date. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 40,000 | 40,000 | |||||||||||||||||||||||||||||
Derivative liability | $ 77,181 | ||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 138,750 | ||||||||||||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Maximum borrowing capacity under line of credit facility | $ 150,000 | ||||||||||||||||||||||||||||||
Long-term Line of Credit | 50,300 | 50,300 | |||||||||||||||||||||||||||||
Neoventive Llc [Member] | Laurag Associates [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 5.00% | 6.00% | ||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | 1,407 | ||||||||||||||||||||||||||||||
Promissory notes carrrying amount | $ 23,250 | $ 2,500 | $ 20,000 | ||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 23,250 | 23,250 | |||||||||||||||||||||||||||||
Derivative liability | 14,876 | 14,876 | |||||||||||||||||||||||||||||
Neoventive Llc [Member] | Capital Nordic Ltd [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ 0.01 | ||||||||||||||||||||||||||||||
Promissory notes carrrying amount | $ 9,200 | $ 5,000 | $ 3,000 | ||||||||||||||||||||||||||||
Accrued interest | $ 750 | $ 450 | |||||||||||||||||||||||||||||
Tangiers Investment Group LLC [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 13,500 | ||||||||||||||||||||||||||||||
Acquisition of interest in Liberty note | $ 25,000 | ||||||||||||||||||||||||||||||
Fair value of acquisition in Liberty note | $ 25,000 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | Conversion terms equal to 50% of the lowest trading price in the 20 days prior to and including the conversion date. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 11,500 | 11,500 | |||||||||||||||||||||||||||||
Derivative liability | 31,405 | 31,405 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 93,630 | ||||||||||||||||||||||||||||||
JDF Capital Inc.[Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Acquisition of interest in Liberty note | $ 56,000 | ||||||||||||||||||||||||||||||
Fair value of acquisition in Liberty note | $ 56,000 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | Conversion terms equal to 50% of the average of the three lowest trading days in the 20 days prior to and including the conversion date. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 56,000 | 56,000 | |||||||||||||||||||||||||||||
Derivative liability | 207,760 | 207,760 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 115,328 | ||||||||||||||||||||||||||||||
Black Forest Capital Inc [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 7,000 | ||||||||||||||||||||||||||||||
Acquisition of interest in Liberty note | $ 53,500 | ||||||||||||||||||||||||||||||
Fair value of acquisition in Liberty note | $ 53,500 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | Conversion terms equal to 40% of the lowest trading price in the 20 days prior to and including the conversion date. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 46,500 | 46,500 | |||||||||||||||||||||||||||||
Derivative liability | 122,353 | 122,353 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 165,356 | ||||||||||||||||||||||||||||||
Metropolis Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 19,550 | ||||||||||||||||||||||||||||||
Acquisition of interest in Liberty note | $ 20,000 | ||||||||||||||||||||||||||||||
Fair value of acquisition in Liberty note | $ 20,000 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | conversion terms equal to 50% of the lowest trading price in the 20 days prior to and including the conversion date | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 720 | 720 | |||||||||||||||||||||||||||||
Derivative liability | 0 | 0 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | |||||||||||||||||||||||||||||||
A&R Equity Management, LLC [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 9,600 | ||||||||||||||||||||||||||||||
Acquisition of interest in Liberty note | $ 40,000 | ||||||||||||||||||||||||||||||
Fair value of acquisition in Liberty note | $ 20,000 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | conversion terms equal to 50% of the lowest trading price in the 20 days prior to and including the conversion date | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 41,536 | 41,536 | |||||||||||||||||||||||||||||
Derivative liability | 41,536 | 41,536 | |||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Officer [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 250,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2010 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | 175,081 | ||||||||||||||||||||||||||||||
Derivative liability | 335,746 | 335,746 | |||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 250,000 | 250,000 | |||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | JDF Capital Inc.[Member] | Warrant Agreement [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | $ 96,258 | ||||||||||||||||||||||||||||||
Maximum borrowing capacity under line of credit facility | 330,000 | ||||||||||||||||||||||||||||||
Additional borrowings | 268,400 | ||||||||||||||||||||||||||||||
Discount on convertible debt | 61,600 | 53,149 | |||||||||||||||||||||||||||||
Derivative expense | 34,658 | ||||||||||||||||||||||||||||||
Long-term Line of Credit | $ 61,600 | ||||||||||||||||||||||||||||||
Valuation cost | $ 83,191 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | Each advance principal and interest is due 12 months from the applicable funding date. Warrants, with a term of 5 years, received are equal to 100% of the common stock shares eligible for conversion on the date of the initial funding with an exercise price equal 110% of the initial conversion price. The terms of conversion, among other terms, is equal to 50% of the average of the 3 lowest reported sale prices on the common stock for the 20 trading days immediately prior to the closing date of the financing or 50% of the average of the 3 lowest reported sale prices for the 20 days prior to the conversion date of the Note. | ||||||||||||||||||||||||||||||
Derivative liability | 155,928 | 155,928 | |||||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | Non - Related Party [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 250,000 | ||||||||||||||||||||||||||||||
Maturity date | Apr. 13, 2011 | ||||||||||||||||||||||||||||||
Line of credit facility, interest rate | 8.00% | ||||||||||||||||||||||||||||||
Promissory notes carrrying amount | 250,000 | ||||||||||||||||||||||||||||||
Accrued interest | 59,001 | ||||||||||||||||||||||||||||||
Outstanding convertible debt | 128,001 | 128,001 | |||||||||||||||||||||||||||||
Conversion of common stock, Amount | 52,083 | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | $ 309,001 | ||||||||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | Former Officer [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2011 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | 190,274 | ||||||||||||||||||||||||||||||
Derivative liability | 1,058,963 | 1,058,963 | |||||||||||||||||||||||||||||
Outstanding convertible debt | 788,472 | 788,472 | $ 788,472 | ||||||||||||||||||||||||||||
Maximum borrowing capacity under line of credit facility | $ 800,000 | ||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 788,472 | 788,472 | |||||||||||||||||||||||||||||
Convertible Notes Payable Three [Member] | LG Capital Funding LLC [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 60,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||
Maturity date | Oct. 1, 2015 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | $ 183,317 | ||||||||||||||||||||||||||||||
Discount on convertible debt | 60,000 | 45,041 | |||||||||||||||||||||||||||||
Derivative expense | $ 123,317 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | 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 40% of the average of the lowest trading price with a 20-day look back. | ||||||||||||||||||||||||||||||
Derivative liability | 115,369 | 115,369 | |||||||||||||||||||||||||||||
Convertible Notes Payable Five [Member] | Vis Vires Group Inc [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 33,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2015 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | $ 34,296 | ||||||||||||||||||||||||||||||
Discount on convertible debt | 33,000 | 25,544 | |||||||||||||||||||||||||||||
Derivative expense | $ 1,297 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | 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. | ||||||||||||||||||||||||||||||
Derivative liability | 80,367 | 80,367 | |||||||||||||||||||||||||||||
Convertible Notes Payable Seven [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||||||
Maturity date | Nov. 16, 2013 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | 1,410 | ||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ 0.01 | ||||||||||||||||||||||||||||||
Promissory notes carrrying amount | $ 66,709 | ||||||||||||||||||||||||||||||
Discount on convertible debt | $ 66,709 | ||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
Carrying value of convertible debt | 66,709 | 66,709 | |||||||||||||||||||||||||||||
Derivative liability | $ 5,121 | ||||||||||||||||||||||||||||||
Convertible Notes Payable Eight [Member] | KBM Worldwide Inc [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 33,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||
Maturity date | Sep. 12, 2015 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | $ 45,531 | ||||||||||||||||||||||||||||||
Discount on convertible debt | 33,000 | 11,122 | |||||||||||||||||||||||||||||
Derivative expense | $ 12,531 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | 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. | ||||||||||||||||||||||||||||||
Derivative liability | 76,918 | 76,918 | |||||||||||||||||||||||||||||
Convertible Notes Payable Nine [Member] | Tangiers Investment Group LLC [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 13,250 | $ 44,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||
Maturity date | Jan. 16, 2016 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | $ 9,752 | $ 67,262 | |||||||||||||||||||||||||||||
Maximum borrowing capacity under line of credit facility | $ 220,000 | ||||||||||||||||||||||||||||||
Debt conversion, original debt, interest rate of debt | 10.00% | ||||||||||||||||||||||||||||||
Discount on convertible debt | $ 44,000 | 24,230 | |||||||||||||||||||||||||||||
Derivative expense | $ 23,262 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | 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. | ||||||||||||||||||||||||||||||
Derivative liability | $ 127,478 | 127,478 | 127,478 | ||||||||||||||||||||||||||||
Convertible Notes Payable Ten [Member] | Vis Vires Group Inc [Member] | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||||||||||||||||||
Amount of convertible promissory notes | $ 33,000 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||||||||||||
Maturity date | Dec. 7, 2015 | ||||||||||||||||||||||||||||||
Estimated fair value of the conversion feature | $ 160,997 | ||||||||||||||||||||||||||||||
Discount on convertible debt | 33,000 | 18,578 | |||||||||||||||||||||||||||||
Derivative expense | $ 127,997 | ||||||||||||||||||||||||||||||
Debt instrument, conversion feature, description | 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. | ||||||||||||||||||||||||||||||
Derivative liability | $ 72,601 | $ 72,601 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 15, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | |
Debt Conversion [Line Items] | |||
Conversion Amount | $ 11,500 | $ 164,059 | |
Converted Shares | 4,259,259 | 322,142,770 | |
LG Capital Funding LLC [Member] | |||
Debt Conversion [Line Items] | |||
Conversion Amount | $ 10,000 | ||
Black Forest Capital Inc [Member] | |||
Debt Conversion [Line Items] | |||
Conversion Amount | $ 7,000 | ||
Metropolis Capital Partners LLC [Member] | |||
Debt Conversion [Line Items] | |||
Conversion Amount | 19,550 | ||
Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Conversion Amount | 13,500 | ||
A&R Equity Management, LLC [Member] | |||
Debt Conversion [Line Items] | |||
Conversion Amount | $ 9,600 | ||
7/7/15 [Member] | Black Forest Capital Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 7, 2015 | ||
Conversion Amount | $ 10,000 | ||
Conversion rate | 0.0024% | ||
Converted Shares | 4,166,667 | ||
7/7/15 [Member] | Metropolis Capital Partners LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 7, 2015 | ||
Conversion Amount | $ 7,560 | ||
Conversion rate | 0.0014% | ||
Converted Shares | 5,400,000 | ||
7/8/15 [Member] | KBM Worldwide Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 8, 2015 | ||
Conversion Amount | $ 11,445 | ||
Conversion rate | 0.0023% | ||
Converted Shares | 4,980,435 | ||
7/9/15 [Member] | JDF Capital Inc.[Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 9, 2015 | ||
Conversion Amount | $ 10,000 | ||
Conversion rate | 0.00225% | ||
Converted Shares | 4,444,444 | ||
7/14/15 [Member] | KBM Worldwide Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 14, 2015 | ||
Conversion Amount | $ 9,465 | ||
Conversion rate | 0.0019% | ||
Converted Shares | 4,981,579 | ||
7/15/15 [Member] | LG Capital Funding LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 15, 2015 | ||
Conversion Amount | $ 10,199 | ||
Conversion rate | 0.00235% | ||
Converted Shares | 4,336,500 | ||
7/15/15 [Member] | Black Forest Capital Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 15, 2015 | ||
Conversion Amount | $ 8,907 | ||
Conversion rate | 0.00144% | ||
Converted Shares | 6,185,417 | ||
7/20/15 [Member] | Metropolis Capital Partners LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 20, 2015 | ||
Conversion Amount | $ 7,560 | ||
Conversion rate | 0.0012% | ||
Converted Shares | 6,300,000 | ||
7/20/15 [Member] | KBM Worldwide Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 20, 2015 | ||
Conversion Amount | $ 9,465 | ||
Conversion rate | 0.0019% | ||
Converted Shares | 4,981,579 | ||
7/20/15 [Member] | Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 20, 2015 | ||
Conversion Amount | $ 11,000 | ||
Conversion rate | 0.0012% | ||
Converted Shares | 9,166,667 | ||
7/21/15 [Member] | KBM Worldwide Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 21, 2015 | ||
Conversion Amount | $ 3,935 | ||
Conversion rate | 0.0012% | ||
Converted Shares | 3,279,167 | ||
7/21/15 [Member] | JDF Capital Inc.[Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 21, 2015 | ||
Conversion Amount | $ 6,250 | ||
Conversion rate | 0.00125% | ||
Converted Shares | 5,000,000 | ||
7/22/15 [Member] | A&R Equity Management, LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 22, 2015 | ||
Conversion Amount | $ 9,600 | ||
Conversion rate | 0.0008% | ||
Converted Shares | 12,000,000 | ||
7/31/15 [Member] | Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 31, 2015 | ||
Conversion Amount | $ 9,250 | ||
Conversion rate | 0.0007% | ||
Converted Shares | 13,214,286 | ||
7/31/15 [Member] | JDF Capital Inc.[Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Jul. 31, 2015 | ||
Conversion Amount | $ 4,420 | ||
Conversion rate | 0.00068% | ||
Converted Shares | 6,500,000 | ||
8/4/15 [Member] | Black Forest Capital Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Aug. 4, 2015 | ||
Conversion Amount | $ 5,989 | ||
Conversion rate | 0.0006% | ||
Converted Shares | 9,981,667 | ||
8/8/15 [Member] | Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Aug. 8, 2015 | ||
Conversion Amount | $ 8,100 | ||
Conversion rate | 0.00045% | ||
Converted Shares | 18,000,000 | ||
8/17/15 [Member] | Black Forest Capital Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Aug. 17, 2015 | ||
Conversion Amount | $ 1,252 | ||
Conversion rate | 0.00011% | ||
Converted Shares | 11,380,000 | ||
8/20/15 [Member] | Metropolis Capital Partners LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Aug. 20, 2015 | ||
Conversion Amount | $ 1,190 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 11,900,000 | ||
8/20/15 [Member] | Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Aug. 20, 2015 | ||
Conversion Amount | $ 2,080 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 20,800,000 | ||
3-Sep [Member] | Black Forest Capital Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 3, 2015 | ||
Conversion Amount | $ 1,484 | ||
Conversion rate | 0.00011% | ||
Converted Shares | 13,490,000 | ||
9/4/15 [Member] | LG Capital Funding LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 4, 2015 | ||
Conversion Amount | $ 2,083 | ||
Conversion rate | 0.00016% | ||
Converted Shares | 13,351,730 | ||
9/4/15 [Member] | JDF Capital Inc.[Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 4, 2015 | ||
Conversion Amount | $ 1,333 | ||
Conversion rate | 0.00012% | ||
Converted Shares | 11,500,000 | ||
9/8/15 [Member] | Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 8, 2015 | ||
Conversion Amount | $ 2,690 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 26,900,000 | ||
9/15/15 [Member] | Vis Vires Group Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 15, 2015 | ||
Conversion Amount | $ 1,045 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 10,450,000 | ||
9/19/15 [Member] | Vis Vires Group Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 19, 2015 | ||
Conversion Amount | $ 1,045 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 10,450,000 | ||
9/22/15 [Member] | Vis Vires Group Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 22, 2015 | ||
Conversion Amount | $ 1,045 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 10,450,000 | ||
9/24/15 [Member] | Vis Vires Group Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 24, 2015 | ||
Conversion Amount | $ 1,045 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 10,450,000 | ||
9/30/15 [Member] | Tangiers Investment Group LLC [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 30, 2015 | ||
Conversion Amount | $ 3,577 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 37,652,632 | ||
9/30/15 [Member] | Vis Vires Group Inc [Member] | |||
Debt Conversion [Line Items] | |||
Issuance Date | Sep. 30, 2015 | ||
Conversion Amount | $ 1,045 | ||
Conversion rate | 0.0001% | ||
Converted Shares | 10,450,000 |
Common Stock (Details Textual)
Common Stock (Details Textual) | Jul. 10, 2015USD ($)$ / sharesshares | Apr. 22, 2015shares | Apr. 02, 2015USD ($) | Dec. 30, 2014USD ($)shares | Dec. 01, 2014USD ($)shares | Jun. 15, 2015USD ($)shares | May. 22, 2015USD ($)shares | May. 19, 2015USD ($)shares | Apr. 30, 2015USD ($)shares | Jan. 16, 2015$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / shares€ / sharesshares | Jul. 05, 2015shares | Jul. 01, 2015$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jan. 31, 2013$ / sharesshares |
Common Stock (Textual) | |||||||||||||||||
Share issued on inception | 10 | 10 | 10 | ||||||||||||||
Issue price per share | € / shares | € 1 | ||||||||||||||||
Stock historical rate | $ / shares | $ 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 | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | |||||||||||||
Common stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | € 0.0001 | $ 0.0001 | |||||||||||||
Common stock shares issued | 424,944,363 | 424,944,363 | 424,944,363 | 98,226,850 | |||||||||||||
Common stock shares outstanding | 424,944,363 | 424,944,363 | 424,944,363 | 98,226,850 | |||||||||||||
Accrued interest | $ | $ 306,626 | $ 306,626 | € 306,626 | $ 242,917 | |||||||||||||
Business combination purchase | $ | $ 175,000 | ||||||||||||||||
Common stock issued for acquisition, value | $ | $ 175,000 | ||||||||||||||||
Converted principal amount | $ | $ 11,500 | $ 164,059 | |||||||||||||||
Converted shares of common stock | 4,259,259 | 322,142,770 | |||||||||||||||
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | 0 | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Preferred Stock, par value per share | $ / shares | $ 0.0001 | ||||||||||||||||
Preferred stock, voting rights description | Each individual share of Series A Preferred stock shall have the voting rights equal to 75% of the number of shares of Common Stock issued and outstanding at the time of any vote of shareholders | ||||||||||||||||
Preferred stock, shares issued | 10,000 | ||||||||||||||||
Unpaid compensation and expenses | $ | $ 10,000 | ||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Preferred stock, Shares authorized | 10,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Common Stock (Textual) | |||||||||||||||||
Common stock authorized | 0.0731 | 900,000,000 | 400,000,000 | ||||||||||||||
Common stock shares authorized prior to amendment | 400,000,000 | 250,000,000 | |||||||||||||||
Common stock, Par value | $ / shares | $ 0.0731 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Additional authorized preferred capital | 100,000,000 | ||||||||||||||||
Preferred Stock, par value per share | $ / shares | $ 0.0001 | ||||||||||||||||
Record conversion of note payable and forgiveness of remaining balance, shares | 1,918,944 | 4,221,600 | 1,618,752 | ||||||||||||||
Accrued interest | $ | $ 59,669 | ||||||||||||||||
Common stock issued for acquisition, value | $ | $ 175,000 | ||||||||||||||||
Common stock issued for acquisition, Share | 5,000,000 | ||||||||||||||||
Converted principal amount | $ | $ 7,000 | $ 10,000 | $ 6,000 | $ 7,500 | |||||||||||||
Converted shares of common stock | 1,944,445 | 730,038 | 647,249 | 375,000 | |||||||||||||
Converted interest amount | $ | $ 83 | ||||||||||||||||
Common stock for notes payable | $ | $ 21,108 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Commitments and Contingencies (Textual) | |
Monthly payment of leased premises | $ 225 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 10, 2015 | Oct. 01, 2015 | Sep. 30, 2015 | Jul. 10, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 424,944,363 | 98,226,850 | |||
Common stock authorized | 900,000,000 | 900,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, shares issued | 10,000 | 0 | |||
Preferred stock, value, issued | $ 10,000 | ||||
Series A Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, shares issued | 10,000 | ||||
Preferred Stock, par value per share | $ 0.0001 | ||||
Subsequent Event [Member] | LG Capital Funding LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 4,336,500 | ||||
Subsequent Event [Member] | Tangiers Investment Group LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 220,700,000 | ||||
Subsequent Event [Member] | JDF Capital Inc.[Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 17,000,000 | ||||
Subsequent Event [Member] | Black Forest Capital Limited Liability Company [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 190,750,637 | ||||
Subsequent Event [Member] | KBM Worldwide Inc [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock authorized | 3,500,000,000 | ||||
Subsequent Event [Member] | KBM Worldwide Inc [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock authorized | 900,000,000 | ||||
Subsequent Event [Member] | Liberty Resources [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 569,175,637 | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred stock, shares issued | 1,000,000,000 | ||||
Subsequent Event [Member] | Vis Vires Group [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 140,725,000 |