Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 18, 2016 | Mar. 14, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | GOPHER PROTOCOL INC. | ||
Entity Central Index Key | 1,471,781 | ||
Document Type | 10-K | ||
Trading Symbol | GOPH | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 18,976,377 | ||
Entity Common Stock, Shares Outstanding | 6,121,412 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash | $ 21,051 | ||
Accounts receivable | 25,974 | ||
Prepaid expenses | 25,998 | ||
Total current assets | 73,023 | ||
Property and equipment, net | 2,046 | $ 3,393 | |
Other assets | 12,250 | ||
Total assets | 87,319 | $ 3,393 | |
Current liabilities: | |||
Accounts payable and accrued expenses | $ 162,265 | 203,916 | |
Bank overdraft | 24 | ||
Total current liabilities | $ 162,265 | 203,940 | |
Notes payable and accrued interest | 38,924 | 251,748 | |
Total liabilities | $ 201,189 | $ 455,688 | |
Contingencies | |||
Stockholders'deficit : | |||
Common stock, $0.00001 par value, 500,000,000 shares authorized; 5,894,342 and 116 shares issued and outstanding as of December 31, 2015 and 2014, respectively | [1] | $ 2,058 | $ 2,001 |
Treasury stock, at cost; 1,040 and 40 shares as of December 31, 2015 and 2014, respectively | (643,059) | (611,059) | |
Additional Paid In Capital | 3,035,276 | 2,568,793 | |
Accumulated deficit | (2,508,146) | (2,412,030) | |
Total stockholders' deficit | (113,870) | (452,295) | |
Total liabilities and stockholders'deficit | $ 87,319 | $ 3,393 | |
Series B Convertible Preferred Stock [Member] | |||
Stockholders'deficit : | |||
Preferred stock value | |||
Series C Convertible Preferred Stock [Member] | |||
Stockholders'deficit : | |||
Preferred stock value | |||
Series D Convertible Preferred Stock [Member] | |||
Stockholders'deficit : | |||
Preferred stock value | $ 1 | ||
[1] | All common share amounts and per share amounts in these financial statements reflect the 1-for-1,000 reverse stock split of the issued and outstanding shares of common stock of the Company, effective February 24, 2015, including retroactive adjustment of common shares amounts. See note 1. |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 5,894,342 | 5,894,342 |
Common stock, shares outstanding | 116 | 116 |
Treasury stock, shares | 1,040 | 40 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 45,000 | 45,000 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 700 | 700 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 94,750 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | ||
Income from consulting activities | $ 90,000 | $ 120,000 |
Total revenues | 90,000 | 120,000 |
General and administrative expenses | 143,272 | 364,705 |
Loss from operations | (53,272) | (244,705) |
Other income (expenses): | ||
Interest income | 1,935 | 48,789 |
Interest expense | (8,411) | (54,426) |
Amortization of debt discount | (35,368) | $ (7,238) |
Writeoff of intangible assets | $ (1,000) | |
Change in fair maket value of derivative liability | $ 7,238 | |
Loss on settlement of Vulcan note | (45,227) | |
Total other income (expenses) | $ (42,844) | (50,864) |
Loss before income taxes | $ (96,116) | $ (295,569) |
Income tax expense | ||
Net loss | $ (96,116) | $ (295,569) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.03) | $ (2,926) |
Weighted average number of common shares outstanding: | ||
Basic and diluted (in shares) | 3,825,856 | 101 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (96,116) | $ (295,569) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 1,347 | 1,641 |
Amortization of debt discount | 35,368 | 7,238 |
Issuance of stock for services | 26,000 | $ 99,000 |
Preferred Stock Issuance | $ 1 | |
Changes in fair market value of derivative liability | $ (7,238) | |
Writeoff of intangible assets | $ 1,000 | |
Loss on settlement of Vulcan note | $ 45,227 | |
Changes in assets and liabilities: | ||
Other (non-current) assets | $ (12,250) | |
Accounts receivable | (25,974) | |
Prepaid expenses | $ (25,998) | |
Accrued interest on notes receivable | $ (48,789) | |
Accounts payable and accrued expenses | $ 109,262 | 80,119 |
Accrued interest on notes payable | 8,411 | 54,426 |
Net cash produced by (used in) operating activities | $ 21,051 | (63,945) |
Cash flows from financing activities: | ||
Payments made on a note payable | (58,562) | |
Additional borrowing under a note | 122,500 | |
Cash inflow from a bank overdraft | 7 | |
Net cash used in financing activities | $ 63,945 | |
Net increase in cash | $ 21,051 | |
Cash, beginning of year | ||
Cash, end of year | $ 21,051 | |
NON-CASH ACTIVITIES: | ||
Shares issued to reduce notes payable | 254,665 | |
Reduction of note payable through conversion | (255,223) | $ (110,378) |
Reclassification of par value for reverse stock split | $ 558 | |
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability | $ (6,314) | |
Shares returned to treasury | (600,000) | |
Issuance of shares to cancel Vulcan debt deal | $ 120,000 |
STATEMENTS OFCHANGES IN STOCKHO
STATEMENTS OFCHANGES IN STOCKHOLDERS' (DEFICIENCY) / EQUITY - USD ($) | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Series C Convertible Preferred Stock Additional Paid In Capital [Member] | Series D Convertible Preferred Stock Additional Paid In Capital [Member] | Common Stock Additional Paid In Capital [Member] | Common Stock Accumulated Deficit [Member] | Total |
Balances at beginning at Dec. 31, 2013 | $ 2,473 | $ (11,059) | $ 188,322 | $ 2,050,621 | $ (2,116,461) | $ 113,896 | ||||
Balances at beginning (in shares) at Dec. 31, 2013 | 45,000 | 8,470 | 247,303,586 | 38,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of Series C Preferred Stock to Common Stock | $ 646 | (172,758) | 172,112 | |||||||
Conversion of Series C Preferred Stock to Common Stock (in shares) | (7,770) | 64,551,667 | ||||||||
Blackbridge commitment fee | $ 900 | 98,100 | $ 99,000 | |||||||
Blackbridge commitment fee (in shares) | 90,000,000 | |||||||||
Adjustment to Series C Preferred Stock | $ 210 | (210) | ||||||||
Adjustment to Series C Preferred Stock (in shares) | 10,000 | 21,021,900 | ||||||||
Conversion of note payable to common stock | $ 320 | 43,880 | $ 44,200 | |||||||
Conversion of note payable to common stock (in shares) | 31,994,477 | |||||||||
Conversion of note payable to common stock | $ 3,220 | 62,958 | 66,178 | |||||||
Conversion of note payable to common stock (in shares) | 322,000,000 | |||||||||
Cancellation of debt by issuing shares | $ 10 | 119,990 | 120,000 | |||||||
Cancellation of debt by issuing shares (in shares) | 1,000,000 | |||||||||
Repurchase of Micrologic shares | $ (600,000) | $ (600,000) | ||||||||
Repurchase of Micrologic shares (in shares) | (200,000,000) | 200,000,000 | ||||||||
Reduction of shares issued in connection with reverse stock split | $ (5,778) | 5,778 | ||||||||
Reduction of shares issued in connection with reverse stock split (in shares) | (577,755,958) | (199,997,992) | ||||||||
Reko conversion of 4,000 series D shares | $ 646 | (172,758) | 172,112 | |||||||
Reko conversion of 4,000 series D shares (in shares) | (7,770) | 64,551,667 | ||||||||
Net earnings | (295,569) | $ (295,569) | ||||||||
Balances at ending at Dec. 31, 2014 | $ 2,001 | $ (611,059) | 15,564 | 2,553,229 | (2,412,030) | (452,295) | ||||
Balances at ending (in shares) at Dec. 31, 2014 | 45,000 | 700 | 115,672 | 40,008 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Series D Preferred Stock | $ 1 | $ 999 | 1,000 | |||||||
Issuance of Series D Preferred Stock (in shares) | 100,000 | |||||||||
Conversion by Financier 1-KBM | $ 6 | 9,994 | 10,000 | |||||||
Conversion by Financier 1-KBM (in shares) | 574,713 | |||||||||
Issuance of shares to Blackbridge | $ 48 | 92,800 | 92,848 | |||||||
Issuance of shares to Blackbridge (in shares) | 4,843,398 | |||||||||
Issuance of shares to settle debt | $ 500 | 197,217 | 197,717 | |||||||
Issuance of shares to settle debt (in shares) | 50,000,000 | |||||||||
Conversion by Financier 2-IBC | $ 4 | 6,121 | $ 6,125 | |||||||
Conversion by Financier 2-IBC (in shares) | 352,000 | |||||||||
Conversion of Series C Preferred Stock to Common Stock | $ 40 | (40) | ||||||||
Conversion of Series C Preferred Stock to Common Stock (in shares) | (4,000) | 4,000,000 | ||||||||
Adjustment to Series C Preferred Stock (in shares) | 10,000 | |||||||||
Reduction of shares issued in connection with reverse stock split | $ (558) | 558 | ||||||||
Reduction of shares issued in connection with reverse stock split (in shares) | (55,829,818) | (42,168) | ||||||||
Conversion by Financier 1-KBM | 1,170 | $ 1,170 | ||||||||
Conversion by Financier 1-KBM (in shares) | 2,996 | |||||||||
Issuance of shares to counsel | 32,000 | 32,000 | ||||||||
Issuance of shares to counsel (in shares) | 3,200 | |||||||||
Return of shares issued to counsel to Treasury | $ (32,000) | (32,000) | ||||||||
Return of shares issued to counsel to Treasury (in shares) | (3,200) | 3,200 | ||||||||
BCF - Fully Discounted | $ 75,273 | $ 75,273 | ||||||||
Additional deposit with FAST | ||||||||||
Additional deposit with FAST (in shares) | 30 | |||||||||
Conversion of series D | $ 10 | (10) | ||||||||
Conversion of series D (in shares) | (1,000) | 1,000,000 | ||||||||
GV conversion Kurbatova | $ 0.5 | $ 375 | $ 375 | |||||||
GV conversion Kurbatova (in shares) | 49,819 | |||||||||
GV conversion Fichman | $ 0.5 | 375 | 375 | |||||||
GV conversion Fichman (in shares) | 49,818 | |||||||||
GV conversion Zicha | $ 0.5 | 375 | 375 | |||||||
GV conversion Zicha (in shares) | 49,818 | |||||||||
GV conversion Zicha | $ 0.5 | 375 | 375 | |||||||
GV conversion Zicha (in shares) | 49,818 | |||||||||
GV conversion | $ 3 | 1,972 | $ 1,975 | |||||||
GV conversion (in shares) | 262,378 | |||||||||
Reko conversion of 4,000 series D shares | $ 40 | (40) | ||||||||
Reko conversion of 4,000 series D shares (in shares) | (4,000) | 4,000,000 | ||||||||
BCF - Adjust after the conversion | ||||||||||
Adjust for the Blackbridge which was overbooked | (396) | $ (396) | ||||||||
Shares issued to consultant | 25,999 | $ 25,999 | ||||||||
Shares issued to consultant (in shares) | 100,000 | |||||||||
Conversion of Series D to common shares | $ 3 | (3) | ||||||||
Conversion of Series D to common shares (in shares) | (250) | 250,000 | ||||||||
Conversion of Asher note | $ 0 | 21,330 | $ 21,330 | |||||||
Conversion of Asher note (in shares) | 23,700 | |||||||||
Net earnings | (96,116) | (96,116) | ||||||||
Balances at ending at Dec. 31, 2015 | $ 2,058 | $ (643,059) | $ 15,564 | $ 947 | $ 3,018,765 | $ (2,508,146) | $ (113,870) | |||
Balances at ending (in shares) at Dec. 31, 2015 | 45,000 | 700 | 94,750 | 5,894,342 | 1,040 |
STATEMENTS OFCHANGES IN STOCKH7
STATEMENTS OFCHANGES IN STOCKHOLDERS' (DEFICIENCY) / EQUITY (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Series D Convertible Preferred Stock [Member] | ||
Number of convertible preferred stock | 4,000 | 4,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Gopher Protocol Inc. (the “Company”, “we”, “us”, “our”, “Gopher” or "GOPH”) was incorporated on July 22, 2009, under the laws of the State of Nevada and is headquartered in Perris, California. On September 9, 2009, the Company filed a Form S-1 Registration Statement to provide for the registration of securities under the Securities Act of 1933. In the past, and continuing in the present to a limited degree, it had been principally engaged in offering consulting for foreign currency market trading to non-US resident clients, professionals and retail clients. The Company’s revenue to date was related to consulting services provided to one company in the foreign exchange business. From 2016 and going forward, the Company is developing a real-time, heuristic based, mobile technology. The technology under development consists of a smart microchip, mobile application software and supporting software that run on a server. The system contemplates the creation of a global network. Upon development, the Company expects that its microchip technologies may be installed within mobile devices or on SIM cards. The Company is in the process of developing a real-time, heuristic based, mobile technology. Upon development, the technology will consist of a smart microchip, mobile application software and supporting software that run on a server. The system contemplates the creation of a global network, worldwide. Gopher believes this will be the first system that is developed using a human, heuristic based analysis engine. Since the core of the system will be its advanced microchip that will be able to be installed any mobile device, worldwide, Gopher expects that this will result in an internal, private network between all mobile devices utilizing the device by providing mobile technology for computing power enhancement, advanced mobile database management/sharing, and additional mobile features. Products: The Company applied this technology into an electronic circuit including a proprietary microchip that is within a sticky patch package (the "Patch"). The Patch can be affixed to any object, mobile or static, which will enable the object to which it is affixed to be tracked remotely. It is our goal to have the electronic circuit communicate with other similar working patches via a separate, secured and private network. Upon affixing the Patch on an object, the circuit is turned on, after which the electronic circuit regularly transmits an identification signal in order to identify the device's geographical location. The Patch works in conjunction with a software application to provide tracking function operations. The system includes its own power source. The Patch will also perform an emergency feature. In the event of an emergency situation, one would simply peel the Patch off. Upon removing the Patch, it operates in a constant transmission mode, sending emergency signals. The patch also alerts the user's friends and family about the user's location. No GPS or conventional network is needed. While developing the core technology of the Company, and relaying on prior knowledge, the Company developed Gopher Epsilon Software, which is an internal, proprietary platform that has been developed as a designated tool for the mobile industry to accelerate signoff Reliability Verification (RV) with Accurate and Precise Interactive Error Detection and Correction. The software is targeted to assist microchip designers to produce power-aware, faster performance and longer life span integrated circuits. Ultimately, the software significantly prolongs a battery's life, enabling mobile and static electronic devices longer operation time and better performance. The Company and its partners are preparing to introduce both new products to the market. The products will be presented for time-based license agreements utilizing a designated website on top of customary distributing channels for the product. To date, the Company through Dr. Rittman has filed for 16 different patents, as well as trademarks and landing pages that represent the Company’s intellectual properties. On May 1, 2014, the Company's stock listing was moved from the OTCQB to the OTC Pink Sheets due to the new OTCQB $.01 closing bid price requirement. In September of 2014, the Company filed an amended Certificate of Incorporation with the Secretary of State of Nevada to increase the authorized shares to 2,000,000,000 shares. In October of 2014, the Company implemented a 5,000-1 reverse split, with no fractional shares allowed. Effective February 17, 2015, the Company filed with the State of Nevada a Certificate of Change to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 1,000 (the “Reverse Stock Split”). The effective date of the Reverse Stock Split was February 24, 2015. On or about February 24, 2015, the Company implemented a 1,000-1 reverse split, with no fractional shares allowed. In addition, the Company filed Articles of Merger (the “Articles”) with the Secretary of State of the State of Nevada to effectuate a name change. The Articles were filed to effectuate a merger between Gopher Protocol Inc., a Nevada corporation and a wholly owned subsidiary of the Company, and the Company, with the Company being the surviving entity. As a result, the Company’s name changed from “Forex International Trading Corp.” to “Gopher Protocol Inc.”. In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Stock Split was implemented by FINRA on February 23, 2015. Our new CUSIP number is 38268V 108. As a result of the name change, our symbol been changed following the Notification Period to GOPH. On March 4, 2015, the Company entered into a Territorial License Agreement (the “License Agreement”) with Hermes Roll LLC (“Hermes”), a Nevada limited liability company. Pursuant to the License Agreement, Hermes licensed to the Company, on an exclusive basis in the State of California, certain intellectual property relating to Hermes’s system and method for scheduling categorized deliverables, according to demand, at the customer’s location based on smartphone application and/or via the internet, in On June 16, 2015, the Company and Hermes entered into that certain Amended and Restated Territorial License Agreement, amending and restating the Territorial License Agreement to grant the Company an exclusive worldwide license to the Technology. In addition, subject to the Company providing Hermes with $5,000,000 in working capital, for a period of one year, the Company will have the option to acquire a 100% of the membership interest of Hermes in consideration of 20,000,000 shares of common stock of the Company. Further, in the event the Company provides less than $5,000,000 to Hermes the Company will have the option to acquire a pro-rata portion of the membership interests of Hermes in consideration of a pro-rata amount of shares of common stock of the Company. On June 30, 2015, the Company appointed Danny Rittman as Chief Technical Officer and a board member. On August 20, 2015, the Company entered into an agreement with Dr. Danny Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Danny Rittman, either solely or in collaboration with others pertaining to Company's business, will be the property of Company, and (ii) Dr. Rittman will assign to the Company any and all intellectual property related to the Company's consumer heuristic technology platform. Mr. Rittman is the Chief Technology Officer and a director of the Company as well as the Chairman of the Company's Advisory Board, which is currently being formed. On April 25, 2015, the Company filed an amendment to its Articles of Incorporation increasing the authorized shares of common stock from 2,000,000 shares to 500,000,000 shares. On April 22, 2015, Michael Murray was appointed by the Company as the Chairman of the Board of Directors of the Company. On April 23, 2015, Igwekali Reginald Emmanuel resigned as an executive officer and director of the Company to pursue other interests and Michael Murray was appointed as CEO, CFO, Secretary and Treasurer of the Company. Mr. Murray is an officer and shareholder of Hermes Roll LLC (“Hermes”). Mr. Murray is the owner of 9,900 shares of Series D Preferred Stock of the Company that is convertible at Mr. Murray’s election into 9,900,000 shares of common stock. On June 30, 2015, the Company appointed Danny Rittman as Chief Technical Officer and a board member. Mr. Rittman is the owner of 9,900 shares of Series D Preferred Stock of the Company that is convertible at Mr. Rittman’s election into 9,900,000 shares of common stock. On August 20, 2015, the Company entered into an agreement with Dr. Danny Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Danny Rittman, either solely or in collaboration with others pertaining to Company's business, will be the property of Company, and (ii) Dr. Rittman agreed to assign to the Company any and all intellectual property related to the Company's consumer heuristic technology platform, subject to certain conditions, which as of December 31, 2015 have not been met. As of the end of the fiscal year, the intellectual property developed by Dr. Rittman had not been assigned to the Company. The Company has expensed the stated value of that intellectual property in these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Presentation and Basis of Financial Statements The accompanying financial statements include the accounts of Gopher Protocol, Inc., and its wholly owned subsidiary, DirectJV Investments, Inc. (together “Gopher” or the Company”), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include depreciable lives of property and equipment, valuation of beneficial conversion feature debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. Leasehold improvements are amortized over the lesser of the estimated life of the asset or the lease term. As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the period ended December 31, 2015 and the fiscal year December 31, 2014. Intellectual property is outlined elsewhere in this document. Fair value measurements Financial instruments and certain non-financial assets and liabilities are measured at their fair value as determined based on the assets highest and best use. GAAP has established a framework for measuring fair value that is based on a hierarchy that requires that the valuation technique used be based on the most objective inputs available for measuring a particular asset or liability. There are three broad levels in the fair value hierarchy that describe the degree of objectivity of the inputs used to determine fair value. The fair value hierarchy is set forth below: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. They are based on best information available in the absence of level 1 and 2 inputs. The carrying value of financial instruments, which include cash, notes receivable, notes payable, and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. During 2011, the Company bought back 8 post-split shares (38,000 pre-split) shares of its own shares. On December 31, 2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to treasury in connection with the dissolution of the licensing agreement with third party, which holds 1,040 shares as of December 31, 2015. Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized. U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions as of December 31, 2015. The Company is current on its tax return filing, and its 2014 tax returns been filed. The Company’s federal income tax returns are no longer subject to examination by the IRS for the years prior to 2010, and the related state income tax returns are no longer subject to examination by state authorities for the years prior to 2010. Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenue of $90,000 and $120,000 for the fiscal years ended December 31, 2015 and 2014, respectively. During the fiscal quarter ended December 31, 2015, 100% of the Company’s revenue was related to consulting services provided to one company in the foreign exchange business. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. (Loss) Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. Diluted loss per share has not been computed for the fiscal year ended December 31, 2015 and the year ended December 31, 2014 because any potential additional common shares would reduce the reported loss per share and therefore have an antidilutive effect. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 3 - Liquidity and Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $95,116 and provided cash in operating activities of $21,051 for the fiscal year ended December 31, 2015. The Company had a working capital deficit of $89,242, stockholdersÂ’ deficit of $113,870, and accumulated deficit of $2,508,146 respectively, at December 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements have been prepared assuming that the Company will continue to function as a going concern, and do not include adjustments that might result from the outcome of this uncertainty. Based on the CompanyÂ’s operating plan, existing working capital at December 31, 2015 was insufficient to meet cash requirements to support Company operations through December 31, 2015. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Investments, Acquisitions, and
Investments, Acquisitions, and Divestiture | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Investments, Acquisitions, and Divestiture | Note 4 - Investments, Acquisitions, and Divestiture Joint Venture – Vulcan Oil & Gas Inc. On February 13, 2012, Direct JV Investments Inc. (“JV”), a wholly-owned subsidiary of the Company entered into a Joint Venture Agreement (the “JV Agreement”) with Vulcan Oil & Gas Inc. (“Vulcan”), whereby the Company would from time to time provide financing to certain Vulcan alternative, green and solar energy projects (the “Projects”) with the goal of sharing in any rebates awarded by the government on any of the Projects. Pursuant to the JV Agreement, JV provided Vulcan with $68,000 in cash (the Funding”) and credit for inventory valued at $31,328 for a total investment value of $99,328 (the “Investment”). On January 7, 2013, effective December 31, 2012, the Company, JV and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. The Company issued to Vulcan a 4% convertible promissory note in the principal amount of $500,000 (the “Forex Note”) and Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000 (the “Vulcan Note” and collectively with the Forex Note, the “Notes”) in consideration of the Forex Note. The Investment of $99,328 was written off as of December 31, 2012. After closing the Notes and recording of the difference as a debt discount, there are no further balances due between the parties and the JV Agreement is null and void. In November 2014, the Company and the holder of the Vulcan note entered into settlement agreement terminate any and all agreements between them and to resolve all disputes existing between them, which are the subject of Holder’s draft complaint which has yet to be filed, upon the terms and conditions of which the Company issued the Holder 1,000,000 shares of common stock (the “Settlement Shares”) at a cost basis of $0.12 per share representing aggregate consideration of $120,000 (the “Settlement Amount”). The stock certificate representing the Settlement Shares had the standard 1933 Act restrictive legend. Holder, at its sole option, at any time prior to December 31, 2015, was entitled to convert the Settlement Shares into Series D Preferred Shares with a stated value of $120,000, a conversion price of $0.12 and liquidation and dividend rights to be determined. As of December 31, 2014, the note and accrued interest balance was $0. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable At December 31, 2015, the Company is owed $25,974 in accounts receivable. The revenue in fiscal year 2015 came entirely from one customer. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses | |
Prepaid Expenses | Note 6 - Prepaid Expenses At December 31, 2015, the Company recognized a prepaid expense of $14,887 from Glendon, which sold its debt to a third party for $197,717 at December 31, 2014. This money is owed to the Company as the third party overpaid for the debt by the amount of the prepaid expense. During the year, Glendon paid certain expenses for the Company, which netted against the prepaid expense. On August 26, 2015, the Company finalized a consulting agreement that it entered into on August 11, 2015 with Michael Korsunsky ("Consultant") pursuant to which Consultant was engaged by the Company to (i) provide introductions to strategic business alliances, (ii) advise on exposure and risk in the operation of smart phone applications and (iii) advise on market fluctuations within the different categories of the smart phone application delivery services sector, in consideration of 100,000 restricted shares of common stock of the Company, which shares were issued on or around August 26, 2015. The fair value of the services is $26,000, which was booked as a prepaid expense. Shares were issued for the services. Prepaid expenses at December 31, 2015 is $25,998. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7 - Property and Equipment, Net Property and equipment consisted of the following as of December 31, 2015 and December 31, 2014: Estimated Useful Lives 2015 2014 Computers and equipment 3 years $ 12,539 $ 12,539 Furniture 7 years 9,431 9,431 21,970 21,970 Less accumulated depreciation 19,924 18,577 $ 2,046 $ 3,393 Depreciation expense was $1,347 and $1,641 for the fiscal years ended December 31, 2015 and 2014, respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 8 - Other Assets License agreements On March 4, 2015, the Company entered into a Territorial License Agreement (the “License Agreement”) with Hermes Roll LLC (“Hermes”), a Nevada limited liability company currently being formed. Pursuant to the License Agreement, Hermes will license to the Company, on an exclusive basis in the State of California, certain intellectual property relating to Hermes’s system and method for scheduling categorized deliverables, according to demand, at the customer’s location based on smartphone application and/or via the internet, in consideration of 100,000 shares of Series D Preferred Stock of the Company (the “Preferred Shares”). The Preferred Shares have no liquidation rights. The Holder of the Preferred Shares will be entitled to vote on all matters submitted to shareholders of the Company on an as-converted basis. The Preferred Shares have a conversion price of $0.01 (the “Conversion Price”) and a stated value of $10.00 per share (the “Stated Value”). The preferred stock has a value of $1,000 based upon the cost of the license; due to the holder of license is the related party of the Company. Each Preferred Share is convertible, which became effective on April 29, 2015, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing the Stated Value by the Conversion Price. On June 16, 2015, the Company and Hermes entered into that certain Amended and Restated Territorial License Agreement, amending and restating the Territorial License Agreement to grant the Company an exclusive worldwide license to the Technology. In addition, subject to the Company providing Hermes with $5,000,000 in working capital, for a period of one year, the Company will have the option to acquire a 100% of the membership interest of Hermes in consideration of 20,000,000 shares of common stock of the Company. Further, in the event the Company provides less than $5,000,000 to Hermes the Company will have the option to acquire a pro-rata portion of the membership interests of Hermes in consideration of a pro-rata amount of shares of common stock of the Company. On June 30, 2015, the Company appointed Dr. Danny Rittman as Chief Technical Officer and a board member. On August 20, 2015, the Company entered into an agreement with Dr. Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Rittman, either solely or in collaboration with others pertaining to Company's business, will be the property of Company, and (ii) Dr. Rittman will assign to the Company any and all intellectual property related to the Company's consumer heuristic technology platform. Dr. Rittman is the Chief Technology Officer and a director of the Company as well as the Chairman of the Company's Advisory Board, which is currently being formed. On August 20, 2015, the Company entered into an agreement with Dr. Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Rittman, either solely or in collaboration with others pertaining to Company's business, will be the property of Company, and (ii) Dr. Rittman agreed to assign to the Company any and all intellectual property related to the Company's consumer heuristic technology platform, subject to certain conditions, which as of December 31, 2015 have not been met. As of the end of the fiscal year, the intellectual property developed by Dr. Rittman had not been assigned to the Company. The Company has expensed the stated value of that intellectual property in these financial statements. As of December 31, 2015, the Company has $12,250 of other (non-current) assets. |
Notes and Convertible Notes Pay
Notes and Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Notes and Convertible Notes Payable | Note 9 – Notes and Convertible Notes Payable As of December 31, 2015 – the Company has only one convertible note outstanding. The current note balance at December 31, 2015 is $38,924, which includes $6,851 of accrued interest. On January 22, 2015, the Company entered into an Exchange Agreement with GV Global Communications Inc. (“GV Global”) pursuant to which GV Global exchanged $75,273 in debt into a 10% Convertible Debenture in the principal amount of $75,273 (the “GV Note”). The GV Note matures January 21, 2017 (the “Maturity Date”) and interest associated with the GV Note is 10% per annum, which is payable on the Maturity Date. The GV Note is convertible into shares of common stock of the Company, at the option of GV Global, at a conversion price of $0.00752734. GV Global has agreed to restrict its ability to convert the GV Note and receive shares of common stock such that the number of shares of common stock held by it in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The GV Note was issued to GV Global in reliance upon exemptions from registration pursuant to Section 3(a)(9) under the Securities Act of 1933. GV Global is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. In addition, on March 2, 2015, the Company and GV Global amended that certain 10% Convertible Debenture (the “GV Debenture”) which debt underlying the GV Debenture was initially incurred on October 6, 2009 and exchanged for the GV Debenture on January 19, 2014. The parties agreed that the conversion price in the GV Debenture would not be impacted by the 1:1,000 stock split implemented by the Company on February 24, 2015 and will remain $0.0075273. Beneficial Conversion Feature (“BCF”) in the amount of $75,273 has not yet been fully amortized from the note balance. As of December 31, 2015, $39,905 remains to be amortized. As of December 31, 2014, notes payable and accrued interest consisted of (all balances are zero for the year ended December 31, 2015): December 31, 2014 Notes payable and accrued interest – Rasel $ 73,282 a. Note payable and accrued interest – Glendon 43,464 b. Note payable and accrued interest - Third Party Financier 1 33,959 c. Note payable and accrued interest - Third Party Financier 2 8,592 d. Note payable and accrued interest – Blackbridge 92,451 e. $ 251,748 a) Convertible Notes Payable On October 6, 2009, the Company signed a note payable for $25,000 to Rasel Ltd due on October 6, 2010, bearing interest at 4% per annum. The proceeds were used to pay for half of existing accounts payable for legal fees incurred at the Company’s inception. On October 20, 2009, the Company signed a note payable for $50,000 payable to Rasel due on October 20, 2010, bearing interest at 4% per annum (collectively, the “Rasel Note”). These proceeds were used to pay for startup costs, audit fees and future expenses. On January 22, 2010, the Company signed a note payable for $50,000 payable to Rasel due on October 30, 2011, bearing interest at 4% per annum. These proceeds were used for working capital and expenditures. On January 22, 2010, the Company signed an amendment to extend the maturity date of the promissory notes in the amount of $25,000 and $50,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011. On March 2, 2011, the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012, in consideration of adding a conversion feature to the notes with either a 5% discount to the market price or a fixed price of $0.60 per share. The extension of maturity was effective as of December 30, 2010. About 50% of the note balance at December 31, 2013 $73,812 was paid off in 2014 by Financier 2. On January 22, 2015, the Company entered into an Exchange Agreement with GV Global Communications Inc. (“GV Global”) – which held 50% of the remaining balance of the note in default, pursuant to which GV Global exchanged $75,273 in debt into a 10% Convertible Debenture in the principal amount of $75,273 (the “GV Note”). The GV Note matured January 21, 2017 (the “Maturity Date”) and interest associated with the GV Note is 10% per annum, which is payable on the Maturity Date. The GV Note is convertible into shares of common stock of the Company, at the option of GV Global, at a conversion price of $0.00752734. GV Global has agreed to restrict its ability to convert the GV Note and receive shares of common stock such that the number of shares of common stock held by it in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The GV Note was issued to GV Global in reliance upon exemptions from registration pursuant to Section 3(a)(9) under the Securities Act of 1933. GV Global is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. The Company has accrued $1,248 of interest expense in 2014 in connection with this note. At December 31, 2015, the balance of the Rasel note is zero. b) Note Payable On December 31, 2012, the Company converted a payable in the amount of $155,542 to a note payable. The note bears annual interest at 10%, and was to mature on December 31, 2012. The Company has negotiated an extension to the maturity date until December 31, 2013. On January 22, 2015, the Company entered into an Exchange Agreement with Vladimir Kirish pursuant to which Mr. Kirish converted $197,717 in debt payable for Glendon and part of accounts payable of $43,464 and $154,253 respectively by the Company into post-split 50,000 restricted shares of common stock (the “Kirish Shares”). Mr. Kirish acquired the debt from a third party. The Kirish Shares were issued to Mr. Kirish in reliance upon exemptions from registration pursuant to Section 3(a)(9) under the Securities Act of 1933. Mr. Kirish is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. At December 31, 2015, the Company recognized a prepaid expense of $14,887 from Glendon, which sold its debt to a third party for $197,717 at December 31, 2014. This money is owed to the Company as the third party overpaid for the debt by the amount of the prepaid expense. The balance at December 31, 2015 and December 31, 2014, including accrued interest, is $0 and $43,464, respectively. The note was reduced for revenue during the fiscal year from the note holder. The Company settled the debt outstanding in the amount of $43,464 by assigning the receipt of the revenue to the creditor. c) Issuance of note payable to third party On July 24, 2013, the Company entered into a Securities Purchase Agreement with a third party financing source (“Financier 1”), for the issuance of an 8% convertible note in the principal amount of $42,500 (the “July 2013 Note”), of which $2,500 was for legal fees associated with the transaction. The financing closed on July 31, 2013. The July 2013 Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 29, 2014. The July 2013 Note is convertible into common stock, at Financier 1’s option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.00009. In the event the Company prepays the July 2013 Note in full, the Company is required to pay to Financier 1 an amount in cash equal to all principal, interest and any other amounts owing multiplied by (i) 112% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing and (iii) 126% if prepaid 61 days following the closing through 90 days following the closing and (iv) 131% if prepaid 91 days following the closing through 120 days following the closing and (v) 136% if prepaid 121 days following the closing through 150 days following the closing and (vi) 141% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. Financier 1 has agreed to restrict its ability to convert the July 2013 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this offering were $42,500, less $2,500 in attorney’s fees. As of the date of the Note, the Company is obligated on the Note issued to Financier 1 in connection with the offering. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. In April 2014, Financier converted the entire remaining note balance, and released the company from its debt, which is a zero balance. In June of 2014, the Company issued another note to the Financier payable for $32,500 (“June 2014 Note”), of which $2,500 was for legal fees associated with the transaction. The terms of the new note were similar to the terms described above, with a maturity of March 5, 2015. The June 2014 Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on maturity. The June 2014 Note is convertible into common stock, at Financier 1’s option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.00001. In the event the Company prepays the June 2014 Note in full, the Company is required to pay to Financier 1 an amount in cash equal to all principal, interest and any other amounts owing multiplied by (i) 112% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing and (iii) 126% if prepaid 61 days following the closing through 90 days following the closing and (iv) 131% if prepaid 91 days following the closing through 120 days following the closing and (v) 136% if prepaid 121 days following the closing through 150 days following the closing and (vi) 141% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. Financier 1 has agreed to restrict its ability to convert the June 2014 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this offering were $32,500, less $2,500 in attorney’s fees pursuant to the terms of this convertible agreement. As of the date of the , the Company is obligated on the Note issued to Financier 1 in connection with the offering. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder as the transaction did not involve a public offering, Financier 1 is an accredited investor, Financier 1 had access to information about the Company and their investment, Financier 1 took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. As of December 31, 2014, the June 2014 Note is in default. The balance at December 31, 2015 is $21,330 and accrued interest is $1,380; the note payable balance was reduced by $11,170 due to conversions in the first quarter, and $1,459 of expenses reduced the principal balance as well. During the first fiscal quarter of 2015, Financier 1 sold the note to a third party in a transaction to which the Company was not a party. The current balance of the note as of December 31, 2015 is zero. On November 11, 2015, the Company issued 23,700 shares to convert the note that had been held by Financier 1, that was sold to a third party in March 2015. This note had a value of $21,330 at the time of the conversion. d) Third Party Note Payable On May 13, 2014, the Company entered into an agreement with a third party financing source (“Financier 2”), for the issuance of an 8% convertible note in the principal amount of $147,625 (the “May 2014 Note”). In conjunction with the issuance of the May 2014 Note, an existing note holder (Rasel, owner of the Rasel Notes) agreed to have the proceeds of the May 2014 Note used to offset the amounts owed to them as evidenced by the Assignment of Convertible Debenture agreement dated May 12, 2014, between the holders of the Rasel Notes and Financier 2. The Assignment of Convertible Debenture agreement calls for the Financier 2 to make two payments of $73,812.50 each to the existing note holder (Rasel Notes). On May 13, 2014, the Financier 2 made the first payment to the existing note holder (Rasel Notes), however, Financier 2 defaulted on their obligation to make the second payment per the Assignment of Convertible Debenture agreement. As a result, the Company and Financier 2 have mutually agreed to release Financier 2 from its’ obligation for the second payment, and the other half of the note in the amount of $73,812.50 reverted back to Rasel. The May 2014 Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 1, 2014. The May 2104 Note is convertible into common stock, at Financier 2’s option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.0001. Financier 2 has agreed to restrict its ability to convert the May 2014 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. As of the date of the May 2014 Note, the Company is obligated on the Note issued to Financier 2 in connection with the offering. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder as the transaction did not involve a public offering, Financier 2 is an accredited investor, Financier 2 had access to information about the Company and their investment, Financier 2 took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. During the fiscal year ended December 31, 2014, Financier 2 converted 64,400 post-split (322,000,000 pre-split) shares at an average valuation of approximately $0.98 per share on a post-split basis. The Company has accrued $957 in interest expense in 2014 in connection with this note. At December 31, 2015, the balance is zero, due to conversions during the fiscal year. e) Convertible note payable to Blackbridge On June 16, 2014, the Company entered into a set of agreements (collectively, the “Blackbridge Agreement”) with Blackbridge, a financial services firm. The Company and Blackbridge were discussing an equity line of credit, and the Company agreed to pay Blackbridge a commitment fee of 90,000,000 shares (18,000 shares post-split), and also issued a convertible note for $90,000 having a 5% interest rate that matures on December 16, 2014. The note can be converted after the maturity date. The conversion price is 90% multiplied by the market price, which is defined in the agreement as the lowest of the daily trading price for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The` Company computed the fair value of the conversion feature at the commitment date, based on the following management assumptions: Expected dividends 0 % Expected volatility 298 % Expected term: conversion feature 183 days Risk free interest rate 0.11 % The fair value of the embedded conversion option on the commitment date was $7,238. The Company recorded a related debt discount of $7,238, which is amortized over the life of the debt. For the fiscal year ended December 31, 2014, the Company amortized $7,238 of debt discount. At December 31, 2014, the Company re-measured the derivative liability and recorded a fair value of $0 due to the loan being in default. As a result of the re-measurement, the Company recorded a change in fair value associated with this derivative liability as an expense totaling $7,238 for the fiscal year ended December 31, 2014. The Company does not believe that the debt is valid, but has accrued the notes on its financial statements to be conservative. The reason that it does not believe the Blackbridge Agreement to be valid is that the parties agreed at the time that the Blackbridge Agreement was signed that it would take 90-120 days to file an S-1 to register the shares needed for the equity line of credit and that such commitment fee would not be payable until such time. The Blackbridge Agreement states, however, that the Company has only 60 days from the date that the Agreement was signed to file an S-1 to register the shares, which the parties agreed was an impossible requirement to meet. The failure to meet that requirement was an event of default in the Blackbridge Agreement, and the counterparty, which could terminate the Blackbridge Agreement at its sole discretion, did not grant a waiver of this clause, despite knowing that that requirement was unrealistic, particularly given the Company’s thin cash position. The inability to register the shares within the required timeframe guaranteed the default of the Company under the Blackbridge Agreement from the outset. As such, the Company believes that said Agreement is null and void, because it lacked the capacity to perform under the Blackbridge. In 2014, the Company accrued $2,451 of interest expense associated with this note; an additional $397 of interest was accrued during the first quarter of 2015. As of December 31, 2015, the note balance is zero. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 10 - Stockholders’ Deficit Authorized Shares-Common stock Effective April 4, 2014, the Company filed with the State of Nevada a Certificate of Amendment to Articles of Incorporation changing the Company’s number of authorized shares to 600,000,000. On August 13, 2014, the Company filed a definitive Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 for the following purposes: • The amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to increase the Company’s authorized Common Stock from 400,000,000 shares to 2,000,000,000 shares, par value $0.00001 • The amendment Articles of Incorporation to effect up to a one-for-ten thousand (1-10,000) reverse stock split of the Company’s Common Stock (the “Reverse Split”) In September of 2014, the Company filed an amended Certificate of Incorporation with the Secretary of State of Nevada to increase the authorized shares to 2,000,000,000 shares. On or about October 3, 2014, the Company implemented a 5,000-1 reverse split, with no fractional shares allowed. Effective February 17, 2015, the Company filed with the State of Nevada a Certificate of Change to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 1,000 (the “Reverse Stock Split”). The effective date of the Reverse Stock Split was February 24, 2015. On or about February 24, 2015, the Company implemented a 1,000-1 reverse split, with no fractional shares allowed. In addition, the Company filed Articles of Merger (the “Articles”) with the Secretary of State of the State of Nevada to effectuate a name change. The Articles were filed to effectuate a merger between Gopher Protocol Inc., a Nevada corporation and a wholly owned subsidiary of the Company, and the Company, with the Company being the surviving entity. As a result, the Company’s name changed from “Forex International Trading Corp.” to “Gopher Protocol Inc.”. In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Stock Split was implemented by FINRA on February 23, 2015. Our new CUSIP number is 38268V 108. As a result of the name change, our symbol been changed following the Notification Period to GOPH. On March 20, 2015 the Company filed Schedule 14C Information Statement to amend the Company’s Certificate of Incorporation, (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company from 2,000,000 shares to 500,000,000 shares. This change became effective on April 29, 2015. Authorized Shares-Preferred stock The Company has authorized 20,000,000 Preferred Stock Series B shares, par value $0.00001; 10,000 Preferred Stock Series C shares authorized, par value $0.00001; and 100,000 Preferred Stock Series D shares, par value $0.00001. Common Shares: On September 2, 2013, effective September 1, 2013, the Company entered into an Evaluation License Agreement (the “ELA”) with Micrologic Design Automation, Inc. (“MDA”), pursuant to which MDA temporarily licensed to the Company, on a non-exclusive and royalty-free basis, certain technology and related materials for any purpose related to evaluating NanoDRC, NanoRV and NanoLVS technology (the “Technology”). On January 2, 2014, and effective December 31, 2013, the Company and MDA signed a letter agreement whereby MDA provided for a perpetual, royalty free, exclusive license of the Licensed Technology, as defined in the Evaluation License Agreement dated September 1, 2013, in exchange for 40,000 post-split (200 million pre-split) shares of common stock (the “Shares”) of the Company. MDA is not permitted to sell, assign, hypothecate or transfer the Shares in any way prior to the Company generating at minimum $50,000 in revenue through the use of the Technology (the “Revenue Target”). A stop transfer legend shall be affixed to the certificate representing the Shares. If the Revenue Target is achieved, then such stop transfer legend shall be removed. The shares of common stock were issued under Section 4(2) of the Securities Act of 1933, as amended. On or about January 5, 2015, and effective December 31, 2014, the Company and MDA signed cancelation agreement in connection with ELA. MDM returned its stock certificate and the Company returned it to transfer agent for cancelation. During the fiscal year ended December 31, 2014, Financier 1 converted $44,200 of its July 2013 Note into 6,399 post- split (31,994,477 pre-split) shares of common stock at an average conversion price of $0.0014 per share. In April 2014, Financier converted the entire remaining note balance, and released the company from its debt. On or about June 3, 2014, the Company issued another note to the Financier payable for $32,500 (“September 2014 Note”), of which $2,500 was for legal fees associated with the transaction. The terms of the new note were similar to the terms of prior note. On January 30, 2015, Financier 1 converted $10,000 of its June 2014 Note into 115 post-split (574,713 per split) shares of common stock at an average conversion price of $0.0174 per share. On March 6, 2015, Financier 1 converted $1,170 of its June 2014 Note into 2,996 post the new 1000:1 split shares of common stock at an average conversion price of $0.3905 per share. The remaining balance of the note in the sum of $21,330 was sold by said investor during March 2015 to a third party in a deal that the Company is not a part to. During the fiscal year ended December 31, 2014, Financier 2 converted $66,178 of its note into 64,400 post-split (322,000,000 pre-split) shares of common stock at an average conversion price of $0.00021 per share. During the fiscal year ended December 31, 2014 GV Global Communications, Inc. converted 7,770 of its Series C Preferred Stock into 12,910 post-split (64,551,667 pre-split) common shares. The Company issued 4,204 additional shares (21,021,900 shares pre-split) to settle calculation differences on conversions. On or about November 14, 2014 the Company and the holder of the Vulcan note entered into settlement agreement terminate any and all agreements between them and to resolve all disputes existing between them, which are the subject of Holder’s draft complaint which has yet to be filed, upon the terms and conditions of which the Company will issue the Holder 200 post-split shares (1,000,000 pre-split shares) of common stock (the “Settlement Shares”) at a cost basis of $0.12 per share representing aggregate consideration of $120,000 (the “Settlement Amount”). The stock certificate representing the Settlement Shares shall bear the standard 1933 Act restrictive legend. Holder, at its sole option, at any time prior to December 31, 2015, may convert the Settlement Shares into Series D Preferred Shares with a stated value of $120,000, a conversion price of $0.12 and liquidation and dividend rights to be determined. During the first fiscal quarter of 2015, Financier 1 received 574,713 additional shares for reducing its note balance by $12,629 and sold the remaining note balance of $21,330 to a third party. Financier 2 received 352,000 pre-split shares when it converted its remaining balance. Kirish received 50,000,000 pre-split shares worth $197,717 for assuming the Glendon note payable. On January 22, 2015, the Company entered into an Agreement with Fleming PLLC, pursuant to which the Company issued 3,200,000 shares of common stock to Fleming PLLC in consideration of the forgiveness of trade debt payable by the Company in the amount of $32,000. The agreement was canceled and 3,200,000 shares were returned to treasury as of December 31, 2015. On February 2, 2015, the Company’s transfer agent issued Blackbridge Capital, LLC (“Blackbridge”) 4,843,398 shares of common stock (the “Blackbridge Shares”) upon Blackbridge submitting a conversion notice converting a Convertible Promissory Note (the “Blackbridge Note”) in the principal amount of $90,000 plus interest. The Blackbridge Shares were issued without a standard restrictive legend as Blackbridge delivered a legal opinion to remove the restrictive legend under Rule 144 together with the conversion note. The Company believes that Blackbridge was in breach of the agreements entered with the Company in June 2014. The Company is contemplating commencing litigation against Blackbridge in connection with this matter. On May 9, GV Global converted $1,500 of its debt payable to 199,273 shares of common stock. On May 15, GV Global converted $1,975 of its note payable to 262,378 shares of common stock. On August 26, 2015, Gopher Protocol Inc. (the “Company”) finalized a consulting agreement that it entered into on August 11, 2015 with Michael Korsunsky ("Consultant") pursuant to which Consultant was engaged by the Company to (i) provide introductions to strategic business alliances, (ii) advise on exposure and risk in the operation of smart phone applications and (iii) advise on market fluctuations within the different categories of the smart phone application delivery services sector, in consideration of 100,000 restricted shares of common stock of the Company, which shares were issued on or around August 26, 2015. The fair value of the services is $26,000. On August 31, 2015, Direct Communications gave a notice of conversion to Company stating its intention to convert 250 Series D Preferred Shares to 250,000 common shares, which were issued on or around that date. On November 11, 2015, the Company issued 23,700 shares to convert the note that had been held by Financier 1, that was sold to a third party in March 2015. This note had a value of $21,330 at the time of the conversion. Treasury Stock On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program. Under the program, the Company is authorized to purchase up to 200-post-split (1,000,000 pre-split) of its shares of common stock in open market transactions at the discretion of management. All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases. As of December 31, 2013, the Company had repurchased 8-post-split shares (38,000 pre-split) shares of its common shares in the open market, which were returned to treasury. On December 31, 2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to treasury in connection with the dissolution of the licensing agreement with Micrologic. During the first quarter of 2015, Company’s counsel, who had previously been issued 32,000 shares as compensation, returned those shares to Treasury. As of December 31, 2015, the Company has 1,040 treasury shares at cost basis. Series B Preferred Shares On November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the “Settlement Agreement”) whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing disputes. Under the terms of the Settlement Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis. Following the issuance and delivery of the shares of Series B Preferred Stock to said creditors, as well as surrendering the undelivered shares, the Settlement Agreement resulted in the settlement of all debts, liabilities and obligations between the parties. The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s common stock at a conversion price of $0.30 per share representing 3,000 posts split (15,000,000 pre-split) common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights. These rights were subsequently removed, except in cases of stock dividends or splits. As of December 31, 2015, there are 45,000 Series B Preferred Shares outstanding. Series C Preferred Shares On April 29, 2011, GV Global Communications, Inc. (“GV”) provided funding to the Company in the aggregate principal amount of $111,000 (the “Loan”). On September 25, 2012, the Company and GV entered into a Conversion Agreement pursuant to which the Company agreed to convert the Loan into 10,000 shares of Series C Preferred Stock of the Company, which was approved by the Board of Directors. Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Company’s common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.002. The stated value is $11.00 per share (the “Stated Value”). The Series C Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series C Preferred Stock shall be entitled to one vote for each share of common stock that the Series C Preferred Stock shall be convertible into. GV has contractually agreed to restrict its ability to convert the Series C Preferred Stock and receive shares of the Company’s common stock such that the number of shares of the Company’s common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding shares of the Company’s common stock. During the fiscal year ended December 31, 2014, GV Global Communications, Inc. converted 7,770 of its Series C Preferred Stock into 12,010 post-split (64,551,667 common shares pre-split). During the third quarter of 2014, the Company received 4,204 post-split (21,021,900 pre-split) common shares to adjust the shares issued to reflect the amount that both they and the Company believed that they were owed. At December 31, 2015, and at December 31, 2014, GV owns 700 Series C Preferred Shares. The issuance of the Series C Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. Series D Preferred Shares On March 4, 2015, the Company entered into a Territorial License Agreement (the “License Agreement”) with Hermes Roll LLC (“Hermes”), a Nevada limited liability company currently being formed. Pursuant to the License Agreement, Hermes will license to the Company, on an exclusive basis in the State of California, certain intellectual property relating to Hermes’s system and method for scheduling categorized deliverables, according to demand, at the customer’s location based on smartphone application and/or via the internet, in consideration of 100,000 shares of Series D Preferred Stock of the Company (the “Preferred Shares”). The preferred stock has a value of $ 1,000 based upon the cost of the license; due to the holder of license is the related party of the Company. The Preferred Shares have no liquidation rights. The Holder of the Preferred Shares will be entitled to vote on all matters submitted to shareholders of the Company on an as-converted basis. The Preferred Shares have a conversion price of $0.01 (the “Conversion Price”) and a stated value of $10.00 per share (the “Stated Value”). Subject to the Company increasing its authorized shares of common stock to 500,000,000, each Preferred Share is convertible, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing the Stated Value by the Conversion Price. The issuance of the Preferred Shares was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. Hermes is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. As of December 31, 2015, there are 100,000 Series D shares outstanding (1,000 shares post-split). On November 14, 2014 the Company and the holder of the Vulcan note entered into settlement agreement terminate any and all agreements between them and to resolve all disputes existing between them, which are the subject of Holder’s draft complaint which has yet to be filed, upon the terms and conditions of which the Company issued the Holder post-split 1,000,000 shares of common stock (the “Settlement Shares”) at a cost basis of $0.12 per share representing aggregate consideration of $120,000 (the “Settlement Amount”). The stock certificate representing the Settlement Shares shall bear the standard 1933 Act restrictive legend. Holder, at its sole option, at any time prior to December 31, 2015, may convert the Settlement Shares into Series D Preferred Shares with a stated value of $120,000, a conversion price of $0.12 and liquidation and dividend rights to be determined. On April 2, 2015, a third party converted 1,000 Series D Preferred shares into 1,000,000 common shares. On May 11th, 2015, Reko Holdings, LLC converted 4,000 shares of its Series D Preferred Stock into 4,000,000 restricted common shares. On August 31, 2015, Direct Communications gave a notice of conversion to Company stating its intention to convert 250 Series D Preferred Shares to 250,000 common shares, which were issued on or around that date. As of December 31, 2015, there are 94,750 Series D Preferred Shares outstanding. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 11 - Related Parties Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. On April 22, 2015, Michael Murray was appointed by the Company as the Chairman of the Board of Directors of the Company. On April 23, 2015, Igwekali Reginald Emmanuel resigned as an executive officer and director of the Company to pursue other interests and Michael Murray was appointed as CEO, CFO, Secretary and Treasurer of the Company. Mr. Murray is an officer and shareholder of Hermes Roll LLC (“Hermes”), a Nevada limited liability company to be formed. On March 4, 2015, the Company entered into a Territorial License Agreement with Hermes, which is the basis for the Company’s current operations. Mr. Murray is the owner of 9,900 shares of Series D Preferred Stock of the Company that is convertible at Mr. Murray’s election into 9,900,000 shares of common stock. On June 30, 2015, the Company appointed Dr. Danny Rittman as Chief Technical Officer and a board member. On August 20, 2015, the Company entered into an agreement with Dr. Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Rittman, either solely or in collaboration with others pertaining to Company's business, will be the property of Company, and (ii) Dr. Rittman will assign to the Company any and all intellectual property related to the Company's consumer heuristic technology platform. Said agreement is contingent upon the Company funding its commitments per the June 16, 2015 - Amended and Restated Territorial License Agreement. Failure of the Company providing this funding, in full, or partially, will automatically terminate any GOPH ownership of the intellectual properties. Dr. Rittman is the Chief Technology Officer and a director of the Company as well as the Chairman of the Company's Advisory Board, in formation. Dr. Rittman and Mr. Murray jointly own 9,900 shares of Series D Preferred Stock of the Company that is convertible at Dr. Rittman’s or Mr Murray’s election into 9,900,000 shares of common stock. On August 20, 2015, the Company entered into an agreement with Dr. Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Rittman, either solely or in collaboration with others pertaining to Company's business, will be the property of Company, and (ii) Dr. Rittman agreed to assign to the Company any and all intellectual property related to the Company's consumer heuristic technology platform, subject to certain conditions, which as of December 31, 2015 have not been met. As of the end of the fiscal year, the intellectual property developed by Dr. Rittman had not been assigned to the Company. The Company has expensed the stated value of that intellectual property in these financial statements. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Loss Contingency [Abstract] | |
Contingencies | Note 12 - Contingencies Legal Proceedings From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company. In connection with the registration of GopherInside as a trademark, Intel Corporation has requested that the Company abandons the trademark in lieu of potential confusion with their trademark Intel Inside. The Company has taken the initial steps necessary to alleviate any concern Intel may have associated with mobile or computer platforms. Furthermore, the Company holds the opinion that GopherInside is by merit different from “Intel + Inside” as two separate words. Additionally, a simple online search yields 1,189 live non-Intel marks that include the word “INSIDE.” The Company learned that Intel filed on February 2, 2016 said Notice of Opposition to the trademark application. The Company has until March 16, 2016 to respond. The Company considering its future actions, and has assigned no value to the trademark in the financials presented herein. |
Per Share Information
Per Share Information | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Per Share Information | Note 13 - Per Share Information Loss per share Basic loss per share of common stock is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share of common stock (“Diluted EPS”) is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents and convertible securities then outstanding. At December 31, 2015 and 2014, there were 104,753,717 and 19,689 of potentially dilutive post-split common stock equivalents outstanding, respectively. The potentially dilutive common stock equivalents at December 31, 2015 arise from (i) the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 3,000 common shares, (ii) the issuance of 10,000 Series C Preferred Shares having a stated value of $100 per share, of which 700 shares remain unconverted, which remaining unconverted shares are convertible into 770 post-split common shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, and (iii) the issuance of a note payable to GV Global which based on hypothetical conversion at December 31, 2015 would have converted into 9,999,947 post-split common shares, and (iv) the issuance of 100,000 Series D Preferred Shares worth $120,000 to Vulcan, 5,250 of which have already been converted during this fiscal quarter, the remainder (unconverted balance) of which given hypothetical conversion at December 31, 2015 would have converted to 94,750,000 post-split shares. The potentially dilutive common stock equivalents at December 31, 2014 arise from (i) the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 3,000 common shares, (ii) the issuance of the Rasel note which is convertible into 5,932 shares, (iii) the issuance of 10,000 Series C Preferred Shares having a stated value of $100 per share, of which 700 shares remain unconverted, which remaining unconverted shares are convertible into 723 common shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, and (iv) the issuance of a $500,000 convertible note payable to Vulcan netted against the note receivable from Vulcan, which is convertible into 2,749 shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, (iv) the issuance of a note to a third party Financier, which based on a theoretical conversion at December 31, 2014 would have converted into 7,285 shares of common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on the net loss per common share. Share amounts are shown in post-split amounts to facilitate comparison between the periods. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 14 – Concentrations Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. There have been no losses in these accounts through December 31, 2015 and December 31, 2014. Concentration of revenue and accounts receivable as of December 31, 2015 and December 31, 2014, the Company has one customer, which counts 100% of revenue and accounts receivable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events Management has evaluated events that occurred subsequent to the end of the fiscal year shown herein. On or around March 18, 2016 the Company and Dr. Danny Rittman entered into agreement intended to clarify the relationship between Dr. Rittman and the Company and the ownership of certain technology in connection with certain agreements previously entered into between Company and Dr. Rittman and with third parties. Specifically, the Company entered into that certain Territorial License Agreement with Hermes Roll LLC (to be formed) dated March 4, 2015, which such agreement was amended to expand the related territorial license to a worldwide license pursuant to that certain Amended and Restated Territorial License Agreement dated June 16, 2015 (the "Amended and Restated Territorial License Agreement"), and that certain Letter Agreement (the "Letter Agreement") entered into between Dr. Rittman and the Company dated August 20, 2015. The aforementioned agreements were tied to the funding of the Company in the minimum amount of $5,000,000 (the "Required Funding") and the assignment to the Company and/or ownership by the Company of all past, present and future technology in the form of intellectual property, including, but not limited to patents, trademarks, domains, applications, social media pages (e.g. Twitter, LinkedIn and landing pages) (collectively, the "IP"), which such IP was paid for exclusively by Dr. Rittman and/or his affiliated companies, was contingent upon the Company obtaining the Required Funding by no later than October 30, 2015 (the "Contingency"). Accordingly, it was agreed to by the parties that (i) all inventions, improvements and developments made or conceived by the Dr. Rittman, either solely or in collaboration with others pertaining to Company's business, would be the property of the Company subject to the Contingency. In the event the Contingency was not met, the Letter Agreement would be cancelled and rendered null and void. The Company acknowledged that the Company did not meet the Contingency, technically resulting in the cancellation of the Letter Agreement and rendering the Letter Agreement null and void. Moreover, the Company failed to meet its obligations under the Amended and Restated Territorial License Agreement, including the further development of the consumer heuristic technology platform, thereby creating a vacuum in its development in all aspects, including the ability to obtain funding, resulting in the need for Dr. Rittman’s partners to perform the necessary development work related to the above agreements. The original License Agreement will remain in place, while other agreements will be terminated and rendered null and void. Dr. Rittman will resign as an officer of the Company, but will remain as Director and technical consultant of the Company, and will accommodate the needs of the Company in return for compensation to be agreed by the parties. All intellectual property will remain in the possession of Dr. Rittman and his private partners, and the Company shall remain a licensee per the terms of the original Territorial License Agreement, and will develop the first product with Dr. Rittman and his partners. The Company and Dr. Rittman partners will commence development of the product via a private LLC to be incorporated under the name "Guardian Patch, LLC" ( “LLC”). Dr. Rittman and certain private investors will provide all initial funding for product development, including engaging third party investors. On March 8, 2016, a certain third party which holds the GV Note converted a portion of the GV Note into 226,110 common shares. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Presentation and Basis of Financial Statements | Presentation and Basis of Financial Statements The accompanying financial statements include the accounts of Gopher Protocol, Inc., and its wholly owned subsidiary, DirectJV Investments, Inc. (together “Gopher” or the Company”), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include depreciable lives of property and equipment, valuation of beneficial conversion feature debt discounts, valuation of derivatives, and the valuation allowance on deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. Leasehold improvements are amortized over the lesser of the estimated life of the asset or the lease term. As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the period ended December 31, 2015 and the fiscal year December 31, 2014. Intellectual property is outlined elsewhere in this document. |
Fair Value Measurements | Fair value measurements Financial instruments and certain non-financial assets and liabilities are measured at their fair value as determined based on the assets highest and best use. GAAP has established a framework for measuring fair value that is based on a hierarchy that requires that the valuation technique used be based on the most objective inputs available for measuring a particular asset or liability. There are three broad levels in the fair value hierarchy that describe the degree of objectivity of the inputs used to determine fair value. The fair value hierarchy is set forth below: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. They are based on best information available in the absence of level 1 and 2 inputs. The carrying value of financial instruments, which include cash, notes receivable, notes payable, and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. During 2011, the Company bought back 8 post-split shares (38,000 pre-split) shares of its own shares. On December 31, 2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to treasury in connection with the dissolution of the licensing agreement with third party, which holds 1,040 shares as of December 31, 2015. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized. U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions as of December 31, 2015. The Company is current on its tax return filing, and its 2014 tax returns been filed. The Company’s federal income tax returns are no longer subject to examination by the IRS for the years prior to 2010, and the related state income tax returns are no longer subject to examination by state authorities for the years prior to 2010. |
Revenue Recognition | Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenue of $90,000 and $120,000 for the fiscal years ended December 31, 2015 and 2014, respectively. During the fiscal quarter ended December 31, 2015, 100% of the Company’s revenue was related to consulting services provided to one company in the foreign exchange business. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
(Loss) Per Share | (Loss) Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. Diluted loss per share has not been computed for the fiscal year ended December 31, 2015 and the year ended December 31, 2014 because any potential additional common shares would reduce the reported loss per share and therefore have an antidilutive effect. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following as of December 31, 2015 and December 31, 2014: Estimated Useful Lives 2015 2014 Computers and equipment 3 years $ 12,539 $ 12,539 Furniture 7 years 9,431 9,431 21,970 21,970 Less accumulated depreciation 19,924 18,577 $ 2,046 $ 3,393 |
Notes and Convertible Notes P25
Notes and Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Schedule of notes payable and accrued interest | As of December 31, 2014, notes payable and accrued interest consisted of (all balances are zero for the year ended December 31, 2015): December 31, 2014 Notes payable and accrued interest – Rasel $ 73,282 a. Note payable and accrued interest – Glendon 43,464 b. Note payable and accrued interest - Third Party Financier 1 33,959 c. Note payable and accrued interest - Third Party Financier 2 8,592 d. Note payable and accrued interest – Blackbridge 92,451 e. $ 251,748 |
Schedule of fair value of the conversion feature at the commitment date | The` Company computed the fair value of the conversion feature at the commitment date, based on the following management assumptions: Expected dividends 0 % Expected volatility 298 % Expected term: conversion feature 183 days Risk free interest rate 0.11 % |
Organization and Nature of Bu26
Organization and Nature of Business (Details Narrative) - USD ($) | Jun. 16, 2015 | Mar. 04, 2015 | Oct. 03, 2014 | Aug. 13, 2014 | Feb. 24, 2015 | Feb. 17, 2015 | Aug. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Apr. 25, 2015 | Apr. 22, 2015 | Mar. 20, 2015 | Sep. 30, 2014 | Apr. 04, 2014 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 2,000,000 | 2,000,000 | 2,000,000,000 | 600,000,000 | |||||||||
Description of reverse stock split | 5,000-1 reverse split | One-for-ten thousand (1-10,000) reverse stock split | 1,000-1 reverse split, with no fractional shares allowed. | 1 for 1,000 (the “Reverse Stock Split”). | (1-10,000) | ||||||||||
Authorized shares of common stock increased | 500,000,000 | ||||||||||||||
Effective date of the reverse stock split | Feb. 24, 2015 | ||||||||||||||
Working capital | $ 89,242 | ||||||||||||||
Value of shares issued | |||||||||||||||
Hermes Roll LLC (Amended And Restated Territorial License Agreement) [Member] | |||||||||||||||
Working capital | $ 5,000,000 | ||||||||||||||
Working capital term | 1 year | ||||||||||||||
Percentage of ownership | 100.00% | ||||||||||||||
Number of shares issued | 20,000,000 | ||||||||||||||
Value of shares issued | $ 5,000,000 | ||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||
Preferred shares stated value | $ 0.00001 | $ 0.00001 | |||||||||||||
Series D Convertible Preferred Stock [Member] | Hermes Roll LLC (Territorial License Agreement) [Member] | |||||||||||||||
Preferred stock, shares outstanding | 100,000 | ||||||||||||||
Preferred shares conversion price | $ 0.01 | ||||||||||||||
Preferred shares stated value | $ 10 | ||||||||||||||
Description of conversion feature | Each Preferred Share is convertible, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing the Stated Value by the Conversion Price. | ||||||||||||||
Michael Murray [Member] | |||||||||||||||
Preferred stock, shares outstanding | 9,900,000 | ||||||||||||||
Michael Murray [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares outstanding | 9,900 | ||||||||||||||
Mr. Rittman [Member] | |||||||||||||||
Preferred stock, shares outstanding | 9,900,000 | ||||||||||||||
Mr. Rittman [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares outstanding | 9,900 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Apr. 25, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | |
Treasury stock, shares | 40 | 1,040 | 40 | |||
Revenue | $ 90,000 | $ 120,000 | ||||
Revenue percentage | 100.00% | |||||
Treasury Stock [Member] | ||||||
Stock issued during period, shares, stock splits | 40,000 | 200 | 8 | 8 | ||
Number of shares bought back | 200,000,000 | 38,000 | 38,000 | |||
Treasury stock, shares | 1,040 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net losses | $ 96,116 | $ 295,569 | |
Cash used in operating activities | 21,051 | (63,945) | |
Working capital deficit | 89,242 | ||
Stockholders' deficit | 113,870 | 452,295 | $ (113,896) |
Accumulated deficit | $ 2,508,146 | $ 2,412,030 |
Investments, Acquisitions, an29
Investments, Acquisitions, and Divestiture (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Jul. 24, 2013 | Jan. 07, 2013 | Dec. 31, 2012 | Feb. 13, 2012 |
Business Acquisition [Line Items] | |||||||
Note payable, interest rate | 8.00% | ||||||
Principal amount of promissory note | $ 21,330 | ||||||
Direct JV Investments Inc [Member] | Notes Receivable [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Note payable, interest rate | 10.00% | ||||||
Principal amount of promissory note received | $ 400,000 | ||||||
Direct JV Investments Inc [Member] | Note Payable To Vulcan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Note payable, interest rate | 4.00% | ||||||
Principal amount of promissory note | $ 500,000 | ||||||
Vulcan Oil Gas [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares of common stock | 1,000,000 | ||||||
Number of shares of common stock, amount | $ 120,000 | ||||||
Conversion price (in dollars per share) | $ 0.12 | ||||||
Accrued interest | $ 0 | ||||||
Vulcan Oil Gas [Member] | Direct JV Investments Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Investment written off | $ 99,328 | ||||||
Joint Venture Agreement [Member] | Vulcan Oil Gas [Member] | Direct JV Investments Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amount provided in cash | $ 68,000 | ||||||
Value of credit for inventory | 31,328 | ||||||
Total investment value | $ 99,328 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Accounts receivable | $ 25,974 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Aug. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid expense | $ 25,998 | ||
Debt instrument sold | $ 197,717 | ||
Fair value of services | 25,999 | ||
Michael Korsunsky [Member] | |||
Number of shares issued upon services | 100,000 | ||
Fair value of services | $ 26,000 | ||
Consulting Agreement [Member] | Michael Korsunsky [Member] | |||
Number of shares issued upon services | 100,000 | ||
Fair value of services | $ 26,000 | ||
Glendon Note Payable And Accrued Interest [Member] | |||
Prepaid expense | $ 14,887 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21,970 | $ 21,970 |
Less accumulated depreciation | 19,924 | 18,577 |
Property, Plant and Equipment, Net | 2,046 | 3,393 |
Computer and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,539 | 12,539 |
Estimated Useful Lives | 3 years | |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,431 | $ 9,431 |
Estimated Useful Lives | 7 years |
Property and Equipment, Net (33
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 1,347 | $ 1,641 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Jun. 16, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 25, 2015 | Mar. 04, 2015 |
Authorized shares of common stock increased | 500,000,000 | ||||
Working capital | $ 89,242 | ||||
Value of shares issued | |||||
Other assets | 12,250 | ||||
Series D Convertible Preferred Stock [Member] | |||||
Preferred stock, value | $ 100,000 | ||||
Hermes Roll LLC (Amended And Restated Territorial License Agreement) [Member] | |||||
Working capital | $ 5,000,000 | ||||
Percentage of ownership | 100.00% | ||||
Number of shares issued | 20,000,000 | ||||
Value of shares issued | $ 5,000,000 | ||||
Hermes Roll LLC [Member] | Territorial License Agreement [Member] | Series D Convertible Preferred Stock [Member] | |||||
Preferred stock issued in consideration of license agreement | 100,000 | ||||
Preferred stock conversion price (in dollars per share) | $ 0.01 | ||||
Preferred stock stated price (in dollars per share) | $ 10 | ||||
Preferred stock, value | $ 1,000 |
Notes and Convertible Notes P35
Notes and Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes payable and accrued interest | $ 38,924 | $ 251,748 |
Rasel Notes Payable and Accrued Interest [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable and accrued interest | 73,282 | |
Glendon Note Payable And Accrued Interest [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable and accrued interest | $ 154,253 | 43,464 |
Third Party Financier 1 Note payable and accrued interest [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable and accrued interest | 33,959 | |
Third Party Financier 2 Note payable and accrued interest [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable and accrued interest | 8,592 | |
Blackbridge Note payable and accrued interest [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable and accrued interest | $ 92,451 |
Notes and Convertible Notes P36
Notes and Convertible Notes Payable (Details 1) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Expected dividends | 0.00% |
Expected volatility | 298.00% |
Expected term: conversion feature | 183 days |
Risk free interest rate | 0.11% |
Notes and Convertible Notes P37
Notes and Convertible Notes Payable (Detail Narrative) - USD ($) | Nov. 11, 2015 | May. 15, 2015 | May. 09, 2015 | Jun. 16, 2014 | Jul. 24, 2013 | Jan. 22, 2010 | Jan. 22, 2015 | Jun. 30, 2014 | May. 31, 2014 | Jul. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 20, 2015 | May. 13, 2014 | Mar. 02, 2011 | Oct. 20, 2009 | Oct. 06, 2009 |
Debt Instrument [Line Items] | |||||||||||||||||||
Note payable, principal amount | $ 21,330 | ||||||||||||||||||
Note payable, interest rate | 8.00% | ||||||||||||||||||
Accrued interest expense | 8,411 | $ 54,426 | |||||||||||||||||
Note payable converted amount | $ 21,330 | 1,459 | 64,400 | ||||||||||||||||
Accrued interest | $ 1,380 | $ 957 | |||||||||||||||||
Reduced Note payable balance | |||||||||||||||||||
Legal Fees | $ 2,500 | $ 2,500 | $ 2,500 | ||||||||||||||||
Description of repaid interest and principal | All interest and principal must be repaid on maturity. | All interest and principal must be repaid on September 1, 2014. | All interest and principal must be repaid on April 29, 2014. | ||||||||||||||||
Weighted average discount rate, percent | 42.00% | 42.00% | 42.00% | ||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | 10 days | 10 days | 10 years | ||||||||||||||||
Description of financer agreement | Financer 1 has agreed to restrict its ability to convert the June 2014 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this offering were $32,500, less $2,500 in attorneyÂ’s fees pursuant to the terms of this convertible agreement. As of the date of the June 2014 Note, the Company is obligated on the Note issued to Financer 1 in connection with the offering. The June 2014 Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. | Financer 2 has agreed to restrict its ability to convert the May 2014 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. As of the date of the May 2014 Note, the Company is obligated on the Note issued to Financer 2 in connection with the offering. The May 2014 Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. | Financer 1 has agreed to restrict its ability to convert the July 2013 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this offering were $42,500, less $2,500 in attorneyÂ’s fees. As of the date of the July 2013 Note, the Company is obligated on the Note issued to Financer 1 in connection with the offering. The July 2013 Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. | ||||||||||||||||
Debt conversion, converted instrument, shares | 23,700 | 322,000,000 | |||||||||||||||||
Per share value of stock issued in stock split | $ 0.98 | ||||||||||||||||||
Common stock, par value per share (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||
Convertible notes payable | $ 42,500 | ||||||||||||||||||
Embedded derivative, gain (loss) on embedded derivative, net | $ 7,238 | ||||||||||||||||||
Amortization of debt discount (premium) | $ 35,368 | 7,238 | |||||||||||||||||
Notes payable and accrued interest | 38,924 | 251,748 | |||||||||||||||||
Company received net proceeds | 32,500 | ||||||||||||||||||
Debt instrument, maturity date | Mar. 5, 2015 | ||||||||||||||||||
Debt conversion minimum conversion price (in dollars per share) | $ 0.00001 | $ 0.0001 | $ 0.00009 | ||||||||||||||||
Notes, loans and financing receivable, net, current | $ 0 | ||||||||||||||||||
Debt instrument, unamortized discount | $ 32,500 | ||||||||||||||||||
Prepaid expenses | 25,998 | ||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Note payable, interest rate | 5.00% | 8.00% | |||||||||||||||||
Accrued interest | $ 1,248 | ||||||||||||||||||
Convertible notes payable | $ 147,625 | ||||||||||||||||||
Convertible Notes Payable [Member] | Blackbridge Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Note payable converted amount | $ 90,000 | ||||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | 20 days | ||||||||||||||||||
Stock issued during period, shares, stock splits | 18,000 | ||||||||||||||||||
Debt instrument, convertible, terms of conversion feature | The conversion price is 90% multiplied by the market price, which is defined in the agreement as the lowest of the daily trading price for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||
Stock issued during period, shares, issued for services | 90,000,000 | ||||||||||||||||||
Debt instrument, maturity date | Dec. 16, 2014 | ||||||||||||||||||
Glendon [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt sold to third party | 197,717 | ||||||||||||||||||
Prepaid expenses | 14,887 | ||||||||||||||||||
Rasel Notes Payable and Accrued Interest [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Note payable, principal amount | $ 50,000 | $ 50,000 | $ 25,000 | ||||||||||||||||
Note payable, interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||||||
Maturity date of the promissory notes extended | $25,000 and $50,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011. | ||||||||||||||||||
Conversion feature note discount | 5.00% | ||||||||||||||||||
Conversion price (in dollars per share) | $ 0.60 | ||||||||||||||||||
Notes payable and accrued interest | 73,282 | ||||||||||||||||||
GV Global Note Payable [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Note payable, principal amount | $ 75,273 | ||||||||||||||||||
Note payable, interest rate | 10.00% | ||||||||||||||||||
Conversion price (in dollars per share) | $ 0.00752734 | ||||||||||||||||||
Note payable converted amount | $ 1,975 | $ 1,500 | $ 75,273 | ||||||||||||||||
Debt conversion, converted instrument, shares | 262,378 | 199,273 | |||||||||||||||||
Debt instrument, maturity date | Jan. 21, 2017 | ||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.99% | ||||||||||||||||||
Glendon Note Payable And Accrued Interest [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Note payable, interest rate | 10.00% | ||||||||||||||||||
Note payable converted amount | $ 197,717 | $ 155,542 | |||||||||||||||||
Accrued interest | 0 | 43,464 | |||||||||||||||||
Debt conversion, converted instrument, shares | 50,000,000 | ||||||||||||||||||
Notes payable and accrued interest | 154,253 | 43,464 | |||||||||||||||||
Restricted stock isued upon debt payable conversion | 50,000 | ||||||||||||||||||
Prepaid expenses | $ 14,887 | ||||||||||||||||||
July 2013 Note [Member] | Prepaid Closing Date One Hundred And Twenty One Days To Through One Hundred And Fifty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 136.00% | ||||||||||||||||||
July 2013 Note [Member] | Prepaid Closing Date Through Thirty Days Therafter [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 112.00% | ||||||||||||||||||
July 2013 Note [Member] | Prepaid Closing Date Thirty One Days To Through Sixty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 121.00% | ||||||||||||||||||
July 2013 Note [Member] | Prepaid Closing Date Sixty One Days To Through Ninety Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 126.00% | ||||||||||||||||||
July 2013 Note [Member] | Prepaid Closing Date Ninety One Days To Through One Hundred And Twenty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 131.00% | ||||||||||||||||||
July 2013 Note [Member] | Prepaid Closing Date One Hundred And Fifty One Days To Through One Hundred And Eighty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 141.00% | ||||||||||||||||||
June 2014 Note [Member] | Prepaid Closing Date One Hundred And Twenty One Days To Through One Hundred And Fifty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 136.00% | ||||||||||||||||||
June 2014 Note [Member] | Prepaid Closing Date Through Thirty Days Therafter [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 112.00% | ||||||||||||||||||
June 2014 Note [Member] | Prepaid Closing Date Thirty One Days To Through Sixty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 121.00% | ||||||||||||||||||
June 2014 Note [Member] | Prepaid Closing Date Sixty One Days To Through Ninety Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 126.00% | ||||||||||||||||||
June 2014 Note [Member] | Prepaid Closing Date Ninety One Days To Through One Hundred And Twenty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 131.00% | ||||||||||||||||||
June 2014 Note [Member] | Prepaid Closing Date One Hundred And Fifty One Days To Through One Hundred And Eighty Days [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Increase decrease in prepaid interest rate percent | 141.00% | ||||||||||||||||||
Blackbridge Note payable and accrued interest [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Accrued interest expense | $ 397 | 2,451 | |||||||||||||||||
Notes payable and accrued interest | $ 92,451 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Nov. 11, 2015 | Nov. 11, 2015 | Sep. 25, 2015 | Aug. 26, 2015 | May. 15, 2015 | May. 11, 2015 | May. 09, 2015 | Apr. 02, 2015 | Mar. 06, 2015 | Feb. 02, 2015 | Jan. 30, 2015 | Jan. 22, 2015 | Oct. 03, 2014 | Aug. 13, 2014 | Jul. 24, 2013 | Nov. 02, 2011 | Feb. 24, 2015 | Feb. 17, 2015 | Jan. 22, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2013 | Apr. 25, 2011 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2015 | Apr. 25, 2015 | Mar. 20, 2015 | Mar. 04, 2015 | Sep. 30, 2014 | Apr. 04, 2014 | Apr. 29, 2011 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 2,000,000 | 2,000,000 | 2,000,000,000 | 600,000,000 | ||||||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||||
Revenues | $ 90,000 | $ 120,000 | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 21,330 | $ 1,459 | $ 64,400 | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 23,700 | 322,000,000 | |||||||||||||||||||||||||||||||||||||
Treasury stock, shares | 40 | 1,040 | 40 | ||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | $ 2,500 | $ 2,500 | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 21,330 | ||||||||||||||||||||||||||||||||||||||
Stockholders' equity, reverse stock split | 5,000-1 reverse split | One-for-ten thousand (1-10,000) reverse stock split | 1,000-1 reverse split, with no fractional shares allowed. | 1 for 1,000 (the “Reverse Stock Split”). | (1-10,000) | ||||||||||||||||||||||||||||||||||
Fair value of services | $ 25,999 | ||||||||||||||||||||||||||||||||||||||
Michael Korsunsky [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | ||||||||||||||||||||||||||||||||||||||
Fair value of services | $ 26,000 | ||||||||||||||||||||||||||||||||||||||
Gv Global Communications Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 111,000 | ||||||||||||||||||||||||||||||||||||||
Third Party Financier Note One [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 12,629 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 574,713 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 21,330 | $ 21,330 | $ 21,330 | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 23,700 | ||||||||||||||||||||||||||||||||||||||
Third Party Financier Note Two [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 352,000 | ||||||||||||||||||||||||||||||||||||||
Vulcan Note [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 200 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Settlement amount | $ 120,000 | ||||||||||||||||||||||||||||||||||||||
Settlement shares, per share | $ 0.12 | ||||||||||||||||||||||||||||||||||||||
Glendon Note Payable And Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 197,717 | $ 155,542 | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||||
Fleming PLLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, debt forgiveness | 3,200,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, value, debt forgiveness | $ 32,000 | ||||||||||||||||||||||||||||||||||||||
Treasury stock, shares | 3,200,000 | ||||||||||||||||||||||||||||||||||||||
Blackbridge Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 90,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 4,843,398 | ||||||||||||||||||||||||||||||||||||||
Commitment fee | $ 92,848 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 4,843,398 | ||||||||||||||||||||||||||||||||||||||
GV Global Note Payable [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,975 | $ 1,500 | $ 75,273 | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 262,378 | 199,273 | |||||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.00752734 | $ 0.00752734 | |||||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.99% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 75,273 | $ 75,273 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 21,021,900 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Micrologic Design Automation Inc [Member] | Evaluation License Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Revenues | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 40,000 | ||||||||||||||||||||||||||||||||||||||
Number of shares bought back | 200,000,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Third Party Financier Note One [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,170 | $ 10,000 | $ 44,200 | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 574,713 | 31,994,477 | |||||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.3905 | $ 0.0174 | |||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 32,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 21,330 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 2,996 | 115 | 6,399 | ||||||||||||||||||||||||||||||||||||
Stockholders' equity, reverse stock split | 1000:1 split shares | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Third Party Financier Note Two [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 66,178 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 322,000,000 | ||||||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.00021 | $ 0.00021 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 64,400 | ||||||||||||||||||||||||||||||||||||||
Treasury Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Treasury stock, shares | 1,040 | ||||||||||||||||||||||||||||||||||||||
Stock repurchase program, number of shares authorized to be repurchased | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 40,000 | 200 | 8 | 8 | |||||||||||||||||||||||||||||||||||
Number of shares bought back | 200,000,000 | 38,000 | 38,000 | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 32,000 | ||||||||||||||||||||||||||||||||||||||
Treasury Stock [Member] | Micrologic Design Automation Inc [Member] | Evaluation License Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 40,000 | ||||||||||||||||||||||||||||||||||||||
Number of shares bought back | 200,000,000 | ||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, value | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 45,000 | 45,000 | 45,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 45,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 15,000,000 | ||||||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.30 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued on pro-rata basis | 45,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock par or stated value per share two | $ 100 | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 3,000 | ||||||||||||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, value | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 700 | 700 | 700 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | Gv Global Communications Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 700 | 700 | 700 | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 7,770 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | 64,551,667 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument,additional shares | 21,021,900 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 12,910 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, additional shares, stock splits | 4,204 | ||||||||||||||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | Gv Global Communications Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock par or stated value per share two | $ 11 | ||||||||||||||||||||||||||||||||||||||
Description of terms of conversion feature | Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the CompanyÂ’s common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.002. | ||||||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares after conversion | 4.99% | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 10,000 | ||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, value | $ 1 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 94,750 | 0 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.12 | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 4,000 | 4,000 | 4,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, value issued upon conversion | $ 120,000 | ||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Direct Communications [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 25,000 | ||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Hermes Roll LLC [Member] | Hermes Roll LLC (Territorial License Agreement) [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, value | $ 1,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 100,000 | ||||||||||||||||||||||||||||||||||||||
Territorial license agreement in shares | 100,000 | ||||||||||||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.01 | ||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Hermes Roll LLC [Member] | Territorial License Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, stock splits | 1,000 | ||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Reko Holdings, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Converted instrument type | On May 11th, 2015, Reko Holdings, LLC converted 4,000 shares of its Series D Preferred Stock into 4,000,000 restricted common shares. | ||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | Third Party [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Converted instrument type | On April 2, 2015, a third party converted 1,000 Series D Preferred shares into 1,000,000 common shares. | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 400,000,000 | 2,000,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - shares | Jun. 30, 2015 | Apr. 22, 2015 |
Michael Murray [Member] | ||
Related Party Transaction [Line Items] | ||
Preferred stock, outstanding | 9,900,000 | |
Michael Murray [Member] | Series D Convertible Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Preferred stock, outstanding | 9,900 | |
Mr. Rittman [Member] | ||
Related Party Transaction [Line Items] | ||
Preferred stock, outstanding | 9,900,000 | |
Mr. Rittman [Member] | Series D Convertible Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Preferred stock, outstanding | 9,900 |
Per Share Information (Details
Per Share Information (Details Narrative) - USD ($) | Nov. 11, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 24, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common stock equivalents outstanding | 104,753,717 | 19,689 | ||
Convertible notes payable | $ 42,500 | |||
GV Global [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Converted pre-split common shares | 9,999,947 | |||
Vulcan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Percentage of issued and outstanding shares after conversion | 4.99% | |||
Unconverted shares | 500,000 | |||
Converted pre-split common shares | 2,749 | |||
Convertible Debt Securities, Rasel Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of debt securities | 5,932 | |||
Series B Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock | 45,000 | 45,000 | ||
Incremental common shares attributable to dilutive effect of conversion of debt securities | 3,000 | 3,000 | ||
Preferred stock, shares issued | 45,000 | 45,000 | ||
Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock issued during period, shares, new issues | 21,021,900 | |||
Series C Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of debt securities | 770 | 723 | ||
Stock issued during period, shares, new issues | 10,000 | 10,000 | ||
Stock price (in dollars per share) | $ 100 | $ 100 | ||
Preferred stock, shares issued | 700 | 700 | ||
Percentage of issued and outstanding shares after conversion | 4.99% | 4.99% | ||
Unconverted shares | 700 | 700 | ||
Series D Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock, shares issued | 94,750 | 0 | ||
Preferred stock, value | $ 100,000 | |||
Series D Convertible Preferred Stock [Member] | Vulcan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock, shares issued | 100,000 | |||
Preferred stock, value | $ 120,000 | |||
Unconverted shares | 5,250 | |||
Converted pre-split common shares | 94,750,000 | |||
Third Party Financier Note One [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock issued during period, shares, new issues | 23,700 | |||
Third Party Financier Note One [Member] | Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental common shares attributable to dilutive effect of conversion of preferred stock | 7,285 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | ||
Concentration of revenue and accounts receivable | 100.00% | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 18, 2016 | Mar. 08, 2016 | Nov. 11, 2015 | May. 15, 2015 | May. 09, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||||
Value of shares issued upon new issue | ||||||
Number of shares issued upon debt conversion | 23,700 | 322,000,000 | ||||
GV Global Note Payable [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued upon debt conversion | 262,378 | 199,273 | ||||
Subsequent Event [Member] | GV Global Note Payable [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued upon debt conversion | 226,110 | |||||
Subsequent Event [Member] | Amended And Restated Territorial License Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Value of shares issued upon new issue | $ 5,000,000 |