Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | REVE TECHNOLOGIES, INC. | |
Entity Central Index Key | 1,495,028 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 50,765,414 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 14,019 | $ 48,928 |
Prepaid expenses | 6,300 | |
Total current assets | $ 14,019 | $ 55,228 |
Other receivable | 5,523 | |
Equipment, net of accumulated depreciation of $759 and $558, respectively | 1,463 | $ 1,866 |
TOTAL ASSETS | 21,005 | 57,094 |
Current liabilities: | ||
Accounts payable | 167,399 | 8,739 |
Line of credit | 11,009 | 10,713 |
Convertible notes - related party, net of discount of $14,055 and $49,598 | 283,083 | 233,484 |
Interest payable - related party | 32,839 | 21,609 |
Convertible notes - net of discount of $62,982 and $52,829 | 50,679 | 4,921 |
Derivative liability | 180,437 | 91,526 |
Total current liabilities | 725,446 | 370,992 |
Long-term Liabilities: | ||
Convertible notes - net of discount of $73,557 and $26,714 | 38,154 | 1,064 |
Derivative liability | 265,084 | 92,643 |
Total long-term liabilities | 303,238 | 93,707 |
TOTAL LIABILITIES | $ 1,028,684 | $ 464,699 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock: $0.001 par value; 100,000,000 shares authorized, 36,997,970 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 37,426 | $ 36,998 |
Additional paid-in capital | 409,715 | 358,798 |
Accumulated deficit | (1,454,820) | (803,401) |
Total stockholders' deficit | (1,007,679) | (407,605) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 21,005 | $ 57,094 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Equipment, net of accumulated depreciation | $ 759 | $ 558 |
Convertible notes - net of discount | 62,982 | 52,829 |
Convertible notes - related party, net of discount | 14,055 | 49,598 |
Convertible notes - net of discount | $ 73,557 | $ 26,714 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,997,970 | 36,997,970 |
Common stock, shares outstanding | 36,997,970 | 36,997,970 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expense: | ||||
Selling, general and administrative | $ 8,171 | $ 6,899 | $ 35,403 | $ 10,181 |
Product development | 153,511 | 11,396 | 167,766 | 21,407 |
Executive compensation | 24,033 | 14,900 | 62,878 | 28,500 |
Professional fees | 16,255 | 13,020 | 45,725 | 18,971 |
Total operating expense | 201,970 | 46,215 | 311,772 | 79,059 |
Loss from operations | (201,970) | (46,215) | (311,772) | (79,059) |
Other expense: | ||||
Interest expense | (43,752) | (131) | (83,931) | (266) |
Interest expense - related party | (19,701) | (17,884) | (60,829) | (40,979) |
Change in derivative liability | (209,518) | (51,515) | (194,887) | (51,515) |
Total other expense | (272,971) | (69,530) | (339,647) | (92,760) |
Net loss | $ (474,941) | $ (115,745) | $ (651,419) | $ (171,819) |
Loss per Common Share | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding - basic | 37,063,752 | 36,997,970 | 37,031,043 | 36,997,970 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net Loss | $ (651,419) | $ (171,819) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 404 | 198 |
Accretion of debt discount | 129,154 | $ 34,709 |
Legal fees paid in connection with convertible notes | 6,750 | |
Change in derivative liability | 194,887 | $ 51,515 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | 6,300 | 1,225 |
Increase (decrease) in accounts payable | 158,660 | (4,199) |
Increase (decrease) in interest payable | 4,375 | 266 |
Increase (decrease) in interest payable - related party | 11,230 | 6,270 |
Net cash used in operating activities | $ (139,659) | (81,835) |
Cash flows from investing activity | ||
Proceeds for notes receivable - related party | (1,955) | |
Payments for notes receivable - related party | 5 | |
Net cash used in investing activity | (1,950) | |
Cash flows from financing activities | ||
Proceeds from convertible notes payable | $ 104,750 | 87,916 |
Repayment of convertible notes payable | (1,870) | |
Net cash provided by financing activities | $ 104,750 | 86,046 |
Increase (decrease) in cash and cash equivalents | (34,909) | 2,261 |
Cash and cash equivalents at beginning of period | 48,928 | 120 |
Cash and cash equivalents at end of period | $ 14,019 | $ 2,381 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | ||
Income taxes paid in cash | ||
Supplemental disclosure of non-cash transactions: | ||
Debt discount recorded for beneficial conversion feature | $ 36,618 |
Organization and Going Concern
Organization and Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Going Concern [Abstract] | |
ORGANIZATION AND GOING CONCERN | NOTE 1 – ORGANIZATION AND GOING CONCERN Organization The Company was incorporated on May 11, 2010 (Date of Inception) under the laws of the State of Nevada, as Bassline Productions, Inc. On March 21, 2014 the Company amended its articles of incorporation and changed its name to Reve Technologies, Inc. We invest in, develop and market emerging hardware, mobile and web applications. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues from operations. Since inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred net losses to June 30, 2015 of $1,454,820. In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management is planning to raise necessary additional funds for working capital through loans and additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The unaudited financial statements of Reve Technologies, Inc. as of June 30, 2015, and for the six months ended June 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. Accounting estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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 significantly from those estimates. Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value. Fair Value Measurement Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of June 30, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 445,521 $ 445,521 Total Liabilities $ - $ - $ 445,521 $ 445,521 The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the six months ended June 30, 2015. June 30, December 31, 2015 2014 Balance at beginning of year $ 184,169 $ - Additions to derivative instruments 109,750 184,169 Reclassify to additional paid in capital due to conversion (43,285 ) - Change in fair value of derivative instruments 194,887 - Balance at end of period $ 445,521 $ 184,169 The following is a description of the valuation methodologies used for these items: Derivative liability Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Net Income (Loss) Per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the six months ended June 30, 2015 and 2014: Six Months Ended June 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ 651,419 $ 171,819 Denominator: Weighted average number of common shares outstanding 37,031,043 36,997,970 Basic and diluted EPS $ 0.02 $ 0.00 The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible promissory notes 4,516,915 167,877 Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements. |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2015 | |
Line of Credit and Convertible Notes Payable - Related Party [Abstract] | |
LINE OF CREDIT | NOTE 3 – LINE OF CREDIT On June 15, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on June 16, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $3,681 and accrued interest of $429 in exchange for 4,110 shares of common stock. The shares were issued in 2013 resulting in a $6,772 charge to interest expense. As of June 30, 2015, the balance due under this line of credit totaled $4,034, including $3,634 of principle and $400 of accrued interest. During the six months ended June 30, 2015 and 2014, the Company recorded $108 and $108, respectively, of interest expense. On July 30, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on August 1, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $7,428 and accrued interest of $831 in exchange for 8,259 shares of common stock. The shares were issued in 2013 resulting in a $3,370 charge to interest expense. As of June 30, 2015, the balance due under this line of credit totaled $6,976, including $6,322 of principle and $654 of accrued interest. During the six months ended June 30, 2015 and 2014, the Company recorded $188 and $163, respectively, of interest expense. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Party | 6 Months Ended |
Jun. 30, 2015 | |
Line of Credit and Convertible Notes Payable - Related Party [Abstract] | |
CONVERTIBLE NOTES PAYABLE - RELATED PARTY | NOTE 4 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY As of June 30, 2015, the Company had outstanding the following convertible promissory notes (the " Note(s) Date of: Conversion Accrued Total Issuance Maturity Price Status Principle Interest Outstanding 03/31/13 08/31/13 $ 1.00 Current - Maturity date extended to 06/30/2015 $ 8,540 $ 1,655 $ 10,195 04/25/13 08/31/13 $ 1.00 Current - Maturity date extended to 06/30/2015 25,000 4,362 29,362 05/21/13 08/31/13 $ 1.00 Current - Maturity date extended to 06/30/2015 25,000 4,214 29,214 07/31/13 01/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 25,500 4,035 29,535 08/31/13 02/28/14 $ 1.00 Current - Maturity date extended to 06/30/2015 14,195 2,171 16,366 09/30/13 03/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 7,545 1,089 8,634 10/31/13 04/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 6,250 845 7,095 11/30/13 05/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 4,309 568 4,877 12/31/13 06/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 8,509 1,060 9,569 01/31/14 07/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 11,810 1,385 13,195 02/28/14 08/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 11,479 1,245 12,724 03/31/14 09/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 11,879 1,224 13,103 06/30/14 31/12/2014 $ 1.00 Current - Maturity date extended to 06/30/2015 51,978 4,433 56,411 09/30/14 31/03/2015 $ 1.00 Current - Maturity date extended to 06/30/2015 42,979 3,010 45,989 12/31/14 30/06/2015 $ 0.25 Current 28,109 1,543 29,652 Debt discount - unamortized portion - - - $ 283,083 $ 32,839 $ 315,922 Number of shares issuable upon exercise of the above debt as of June 30, 2015 404,879 Number of shares issuable upon exercise of the above debt as of June 30, 2014 223,322 The Notes in the table above are all issued to Amalfi Coast Capital, Inc. (“ Amalfi BCF During the year ended December 31, 2014, the Company issued $158,235 of Notes to Amalfi. As a condition to Amalfi’s entry into the September 30, 2014 Note (the “ September Note Series A Warrant Interest expenses: For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 14,055 $ 14,417 $ 49,598 $ 34,709 Interest at contractual rate 5,646 3,467 11,230 6,270 Totals $ 19,701 $ 17,884 $ 60,828 $ 40,979 |
Convertible Notes Payable and D
Convertible Notes Payable and Derivative Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Notes Payable and Derivative Liabilities | |
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES | NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES JMJ Financial On December 3, 2014 (the " Effective Date JMJ JMJ Note OID Maturity Date JMJ Financial (cont’d) The Company recorded a $2,778 discount to the JMJ Note related to the OID which is being accreted over the two year term of the Note. On April 28, 2015, the Company received second $25,000 under the JMJ Note. We have evaluated the terms and conditions of the JMJ Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embeded derivative is calculated with changes in value recorded to other expense. The initial fair value of the derivative liability was $57,746 and determined using the Black Scholes option pricing model with a quoted market price of $0.35, a conversion price of $0.12, expected volatility of 79%, no expected dividends, an expected term of two years and a risk-free interest rate of 0.57% resulting in a fair value per share of $0.2495 multiplied by the 231,483 shares that would be issued if the JMJ Note was exercised on the Effective Date. As a result, $25,000 was recorded as a debt discount, $35,186 as other expense and $57,746 as a derivative liability. The following table summarizes the derivative liability included in the balance sheet at June 30, 2015 and December 31, 2014: June 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 92,643 $ - Debt discount 25,000 25,000 Day one loss on fair value 42,489 32,746 Loss (gain) on change in fair value (2,706 ) 34,897 Write off due to conversion - - Balance at end of period $ 157,426 $ 92,643 Interest expenses: For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 17,186 $ - $ 30,809 $ - Interest at contractual rate 1,128 - 2,267 - Totals $ 18,314 $ - $ 33,076 $ - LG Capital On December 15, 2014 (the " Closing Date LG Note Lender The Company recorded a $5,250 discount to the LG Note related to the OID which is being accreted over the one year term of the LG Note. On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848. We have evaluated the terms and conditions of the LG Note. Because the economic characteristics and risks of the equitylinked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The following table summarizes the derivative liability included in the balance sheet at June 30, 2015 and December 31, 2014: June 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 91,526 $ - Debt discount - 50,000 Day one loss on fair value - 34,748 Loss (gain) on change in fair value 96,743 6,778 Reclassify to additional paid in capital due to conversion (43,285 ) - Balance at end of period $ 144,984 $ 91,526 Interest expenses: For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 17,186 $ - $ 30,809 $ - Interest at contractual rate 1,128 - 2,267 - Totals $ 18,314 $ - $ 33,076 $ - Adar Bays, LLC On December 17, 2014, the Company closed a Securities Purchase Agreement with Adar Bays, LLC (“ Adar Bays Adar Note We have evaluated the terms and conditions of the Adar Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. The initial fair value of the derivative liability was $75,278 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.1307, expected volatility of 100%, no expected dividends, an expected term of one year and a risk-free interest rate of 0.12% resulting in a fair value per share of $0.2811 multiplied by the 267,797 shares that would be issued if the Adar Note was exercised on the issuance date. As a result, $29,750 was recorded as a debt discount, $45,528 as other expense and $75,278 as a derivative liability. The following table summarizes the derivative liability included in the balance sheet at June 30, 2015: June 30, Derivative liability rollforward 2015 Beginning balance $ - Debt discount 29,750 Day one loss on fair value 45,528 Loss (gain) on change in fair value (39,825 ) Write off due to conversion - Balance at end of period $ 35,453 Adar Bays, LLC (cont’d) Interest expenses: For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 8,290 $ - $ 17,764 $ - Interest at contractual rate 698 - 1,227 - Totals $ 8,988 $ - $ 18,991 $ - Typenex Co-Investment, LLC On January 16, 2015, the Company entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC (" Typenex Typenex Note Investor Notes The Typenex Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 16, 2016. The Typenex Note is convertible into common stock, at Typenex’s option, at the lesser of (i) $0.60, and (ii) 70% (the “Conversion Factor”) of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.30, then in such event the then-current Conversion Factor shall be reduced to 65% for all future Conversions, subject to other reductions set forth in the Typenex Note. In the event the Company elects to prepay all or any portion of the Typenex Note, the Company is required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Typenex Note is secured by all of the assets of the Company and includes customary event of default provisions. Typenex has agreed to restrict its ability to convert the Typenex 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 Typenex Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Typenex Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. Additionally, the Company granted Typenex four warrants, corresponding to the delivery of four tranches of cash funds, to purchase shares of the Company’s common stock, $0.001 par value. The first warrant will entitle the holder to purchase a number of shares equal to $30,000 (the “Typenex Warrant”) divided by the closing price on the date the warrants are issued, as such number may be adjusted from time to time pursuant to the terms of the Note, and the remaining warrants will entitle the holder to purchase a number of shares equal to $27,500 divided by the closing price on the date the warrants are issued, as adjusted. The warrants are exercisable for five years at $0.60 per share subject to certain anti-dilution provisions set forth in the warrants, a copy of which is attached as an exhibit hereto. Each warrant is not exercisable until each corresponding tranche is funded. We have evaluated the terms and conditions of the Typenex Note and Typenex Warrant. Because the economic characteristics and risks of the equitylinked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. Typenex Co-Investment, LLC (cont’d) The Company first allocated Typenex Note principal between the Typenex Note and Typenex Warrant based upon their relative fair values. The initial fair value of the derivative liability related to the Typenex Warrant was $50,749 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 267%, no expected dividends, an expected term of 5 years and a risk-free interest rate of 1.29% resulting in a fair value per share of $0.3987 multiplied by the 127,298 shares that would be issued if the Typenex Warrant was exercised on the issuance date. The initial fair value of the derivative liability related to the Typenex Note was $58,472 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 100%, no expected dividends, an expected term of 1.25 years and a risk-free interest rate of 0.11% resulting in a fair value per share of $0.2297 multiplied by the 254,597 shares that would be issued if the Typenex Note was exercised on the issuance date. Since the value of the Typenex Note and Warrant derivative liabilities resulted in a total debt discount that exceeds the Typenex Note face amount, the amount recorded as a derivative liability was limited to the Typenex Note proceeds and debt discount totaling $55,000. The following table summarizes the derivative liability included in the balance sheet at June 30, 2015: Derivative liability rollforward June 30, 2015 Beginning balance $ - Debt discount 55,000 Loss (gain) on change in fair value - Typenex Note 27,963 Loss (gain) on change in fair value - Warrant 24,695 Write off due to conversion - Balance at end of period $ 107,658 Interest expenses: For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 11,974 $ - $ 21,711 $ - Interest at contractual rate 1,546 - 2,774 - Totals $ 13,520 $ - $ 24,485 $ - Additionally, the Company recognized other asset of $3,070 and $5,523 of interest receivable related to the Investor Notes during the three and six month ended June 30, 2015, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The Company did not authorize terms and rights of preferred shares as of June 30, 2015. Common stock On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS On May 6, 2015 the Company entered into an employment agreement with Mr. Stehrenberger, our CEO, CFO, and Director (the “ Employment Agreement During the six months ended June 30, 2015 and 2014, the Company recorded executive compensation of $62,878 and $28,500. During the six months ended June 30, 2015, the Company paid Mr. Stehrenberger totaling $53,458 in cash, leaving $5,225 under accounts payable. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal from the notes above (ref Note 5: JMJ Financial) into 170,000 shares at $0.03. On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert $25,593 installment amount from the note above (ref Note 5: Typenex Co-Investment, LLC) into 1,066,390 shares at $0.024. On July 17, 2015, the Company entered into a material definitive agreement (the “Agreement”) with Mr. Stehrenberger wherein Mr. Stehrenberger sold his controlling interest in Reve Technologies, Inc. back to the Company for the total price of $50,000. Upon closing, Mr. Stehrenberger delivered to Company Counsel, for cancellation, 20,115,000 shares of the Company’s common stock owned by his family partnership. As at August 14, 2015, a total of $25,000 has been paid to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares. Pursuant to the Agreement, Mr. Stehrenberger resigned as President, CEO, Treasure, Secretary and Director and appointed Mr. David Forster as President, CEO, CFO, Treasurer, Secretary and Sole Director. On July 20, 2015, the Board of Directors approved and authorized the resignation of Mr. Stehrenberger, the purchase and sale of 20,115,000 Shares owned by Taanen, LP, and the appointment of Mr. Forster. On July 20, 2015, Mr. Forster purchased twenty two million (22,000,000) shares of the Company, resulting in the beneficial ownership of the majority of the issued and outstanding shares of the Company. On July 20, 2015, the Board of Directors approved and authorized the creation of 1,000,000 shares of Series B Voting Preferred Stock. Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. On July 20, 2015, the Company entered into an Agreement of Assignment with Mr. David Forster, a related party, wherein the related party assigned all rights, interest, and title to technology owned by that party in exchange for 1,000,000 Series B Voting Preferred Stock. On July 20, 2015, after review and recommendation from the Board, the Company approved and authorized the acceptance of the Assignment and the issuance of the Series B Voting Preferred Shares. On July 22, 2015, the company received a conversion notice from Adar Bays LLC to convert $5,000 in principal from the note above (ref Note 5: Adar Bays LLC) into 160,968 shares at $0.031062. On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal from the note above (ref Note 5: JMJ Financial) into 500,000 shares at $0.0105. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited financial statements of Reve Technologies, Inc. as of June 30, 2015, and for the six months ended June 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
Accounting estimates | Accounting estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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 significantly from those estimates. |
Cash and cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value. |
Fair Value Measurement | Fair Value Measurement Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of June 30, 2015: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 445,521 $ 445,521 Total Liabilities $ - $ - $ 445,521 $ 445,521 The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the six months ended June 30, 2015. June 30, December 31, 2015 2014 Balance at beginning of year $ 184,169 $ - Additions to derivative instruments 109,750 184,169 Reclassify to additional paid in capital due to conversion (43,285 ) - Change in fair value of derivative instruments 194,887 - Balance at end of period $ 445,521 $ 184,169 The following is a description of the valuation methodologies used for these items: Derivative liability |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the six months ended June 30, 2015 and 2014: Six Months Ended June 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ 651,419 $ 171,819 Denominator: Weighted average number of common shares outstanding 37,031,043 36,997,970 Basic and diluted EPS $ 0.02 $ 0.00 The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible promissory notes 4,516,915 167,877 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 445,521 $ 445,521 Total Liabilities $ - $ - $ 445,521 $ 445,521 |
Summary of changes in the fair value of the Company's Level 3 financial liabilities (derivative liabilities) | June 30, December 31, 2015 2014 Balance at beginning of year $ 184,169 $ - Additions to derivative instruments 109,750 184,169 Reclassify to additional paid in capital due to conversion (43,285 ) - Change in fair value of derivative instruments 194,887 - Balance at end of period $ 445,521 $ 184,169 |
Schedule of basic and diluted EPS computation | Six Months Ended June 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ 651,419 $ 171,819 Denominator: Weighted average number of common shares outstanding 37,031,043 36,997,970 Basic and diluted EPS $ 0.02 $ 0.00 The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Convertible promissory notes 4,516,915 167,877 |
Convertible Notes Payable - R16
Convertible Notes Payable - Related Party (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Short-term Debt [Line Items] | |
Schedule of convertible promissory notes | Date of: Conversion Accrued Total Issuance Maturity Price Status Principle Interest Outstanding 03/31/13 08/31/13 $ 1.00 Current - Maturity date extended to 06/30/2015 $ 8,540 $ 1,655 $ 10,195 04/25/13 08/31/13 $ 1.00 Current - Maturity date extended to 06/30/2015 25,000 4,362 29,362 05/21/13 08/31/13 $ 1.00 Current - Maturity date extended to 06/30/2015 25,000 4,214 29,214 07/31/13 01/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 25,500 4,035 29,535 08/31/13 02/28/14 $ 1.00 Current - Maturity date extended to 06/30/2015 14,195 2,171 16,366 09/30/13 03/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 7,545 1,089 8,634 10/31/13 04/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 6,250 845 7,095 11/30/13 05/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 4,309 568 4,877 12/31/13 06/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 8,509 1,060 9,569 01/31/14 07/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 11,810 1,385 13,195 02/28/14 08/31/14 $ 1.00 Current - Maturity date extended to 06/30/2015 11,479 1,245 12,724 03/31/14 09/30/14 $ 1.00 Current - Maturity date extended to 06/30/2015 11,879 1,224 13,103 06/30/14 31/12/2014 $ 1.00 Current - Maturity date extended to 06/30/2015 51,978 4,433 56,411 09/30/14 31/03/2015 $ 1.00 Current - Maturity date extended to 06/30/2015 42,979 3,010 45,989 12/31/14 30/06/2015 $ 0.25 Current 28,109 1,543 29,652 Debt discount - unamortized portion - - - $ 283,083 $ 32,839 $ 315,922 Number of shares issuable upon exercise of the above debt as of June 30, 2015 404,879 Number of shares issuable upon exercise of the above debt as of June 30, 2014 223,322 |
September Note | |
Short-term Debt [Line Items] | |
Schedule of interest expenses | For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 14,055 $ 14,417 $ 49,598 $ 34,709 Interest at contractual rate 5,646 3,467 11,230 6,270 Totals $ 19,701 $ 17,884 $ 60,828 $ 40,979 |
Convertible Notes Payable and17
Convertible Notes Payable and Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
JMJ Financial [Member] | |
Summarizes the derivative liability | June 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 92,643 $ - Debt discount 25,000 25,000 Day one loss on fair value 42,489 32,746 Loss (gain) on change in fair value (2,706 ) 34,897 Write off due to conversion - - Balance at end of period $ 157,426 $ 92,643 |
Schedule of interest expenses | For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 17,186 $ - $ 30,809 $ - Interest at contractual rate 1,128 - 2,267 - Totals $ 18,314 $ - $ 33,076 $ - |
LG Capital [Member] | |
Summarizes the derivative liability | June 30, December 31, Derivative liability rollforward 2015 2014 Beginning balance $ 91,526 $ - Debt discount - 50,000 Day one loss on fair value - 34,748 Loss (gain) on change in fair value 96,743 6,778 Reclassify to additional paid in capital due to conversion (43,285 ) - Balance at end of period $ 144,984 $ 91,526 |
Schedule of interest expenses | For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 17,186 $ - $ 30,809 $ - Interest at contractual rate 1,128 - 2,267 - Totals $ 18,314 $ - $ 33,076 $ - |
Adar Bays, LLC [Member] | |
Summarizes the derivative liability | June 30, Derivative liability rollforward 2015 Beginning balance $ - Debt discount 29,750 Day one loss on fair value 45,528 Loss (gain) on change in fair value (39,825 ) Write off due to conversion - Balance at end of period $ 35,453 |
Schedule of interest expenses | For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 8,290 $ - $ 17,764 $ - Interest at contractual rate 698 - 1,227 - Totals $ 8,988 $ - $ 18,991 $ - |
Typenex Co-Investment, LLC [Member] | |
Summarizes the derivative liability | Derivative liability rollforward June 30, 2015 Beginning balance $ - Debt discount 55,000 Loss (gain) on change in fair value - Typenex Note 27,963 Loss (gain) on change in fair value - Warrant 24,695 Write off due to conversion - Balance at end of period $ 107,658 |
Schedule of interest expenses | For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 11,974 $ - $ 21,711 $ - Interest at contractual rate 1,546 - 2,774 - Totals $ 13,520 $ - $ 24,485 $ - |
Organization and Going Concern
Organization and Going Concern (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Organization and Going Concern [Abstract] | ||
Net losses | $ (1,454,820) | $ (803,401) |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | Jun. 30, 2015USD ($) |
Liabilities | |
Derivative liabilities | $ 445,521 |
Total Liabilities | $ 445,521 |
Level 1 [Member] | |
Liabilities | |
Derivative liabilities | |
Total Liabilities | |
Level 2 [Member] | |
Liabilities | |
Derivative liabilities | |
Total Liabilities | |
Level 3 [Member] | |
Liabilities | |
Derivative liabilities | $ 445,521 |
Total Liabilities | $ 445,521 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Balance at beginning of year | $ 184,169 | |
Balance at end of period | 254,288 | $ 184,169 |
Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Balance at beginning of year | 184,169 | |
Additions to derivative instruments | 109,750 | $ 184,169 |
Reclassify to additional paid in capital due to conversion | (43,285) | |
Change in fair value of derivative instruments | 194,887 | |
Balance at end of period | $ 445,521 | $ 184,169 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Loss available to common stockholders' | $ 474,941 | $ 115,745 | $ 651,419 | $ 171,819 |
Denominator: | ||||
Weighted average number of common shares outstanding | 37,063,752 | 36,997,970 | 37,031,043 | 36,997,970 |
Basic and diluted EPS | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||
Convertible promissory notes | 4,516,915 | 167,877 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 30, 2013 | Jul. 30, 2012 | Jun. 15, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||||||
Due balance under line of credit | $ 11,009 | $ 10,713 | |||||
Line of credit conversion, number of shares issued | 404,879 | 223,322 | |||||
Revolving Credit Facility [Member] | Third Party One [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, maximum borrowing amount | $ 50,000 | ||||||
Due balance under line of credit | $ 4,034 | ||||||
Line of credit bears interest | 6.00% | ||||||
Line of credit, expiration date | Jun. 16, 2015 | ||||||
Line of credit, principal amount | 3,634 | ||||||
Line of credit conversion, number of shares issued | 4,110 | ||||||
Line of credit, principal amount converted to shares | $ 3,681 | ||||||
Accrued interest | $ 429 | 400 | |||||
Line of credit, Interest expense | 108 | $ 108 | $ 6,772 | ||||
Revolving Credit Facility [Member] | Third Party Two [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, maximum borrowing amount | $ 50,000 | ||||||
Due balance under line of credit | 6,976 | ||||||
Line of credit bears interest | 6.00% | ||||||
Line of credit, expiration date | Aug. 1, 2015 | ||||||
Line of credit, principal amount | 6,322 | ||||||
Line of credit conversion, number of shares issued | 8,259 | ||||||
Line of credit, principal amount converted to shares | $ 7,428 | ||||||
Accrued interest | $ 831 | 654 | |||||
Line of credit, Interest expense | $ 188 | $ 163 | $ 3,370 |
Convertible Notes Payable - R23
Convertible Notes Payable - Related Party (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Apr. 28, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||||
Date of Maturity | Jun. 30, 2015 | |||
Conversion price | $ 0.25 | $ 0.12 | ||
Status | Current | |||
Principle | $ 283,083 | $ 233,484 | ||
Accrued Interest | 32,839 | |||
Total Outstanding | $ 315,922 | |||
Debt discount - unamortized portion | ||||
Number of shares issued on conversion | 404,879 | 223,322 | ||
03/31/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Mar. 31, 2013 | |||
Date of Maturity | Aug. 31, 2013 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 8,540 | |||
Accrued Interest | 1,655 | |||
Total Outstanding | $ 10,195 | |||
04/25/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Apr. 25, 2013 | |||
Date of Maturity | Aug. 31, 2013 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 25,000 | |||
Accrued Interest | 4,362 | |||
Total Outstanding | $ 29,362 | |||
05/21/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | May 21, 2013 | |||
Date of Maturity | Aug. 31, 2013 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 25,000 | |||
Accrued Interest | 4,214 | |||
Total Outstanding | $ 29,214 | |||
07/31/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Jul. 31, 2013 | |||
Date of Maturity | Jan. 31, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 25,500 | |||
Accrued Interest | 4,035 | |||
Total Outstanding | $ 29,535 | |||
08/31/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Aug. 31, 2013 | |||
Date of Maturity | Feb. 28, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 14,195 | |||
Accrued Interest | 2,171 | |||
Total Outstanding | $ 16,366 | |||
09/30/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Sep. 30, 2013 | |||
Date of Maturity | Mar. 31, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 7,545 | |||
Accrued Interest | 1,089 | |||
Total Outstanding | $ 8,634 | |||
10/31/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Oct. 31, 2013 | |||
Date of Maturity | Apr. 30, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 6,250 | |||
Accrued Interest | 845 | |||
Total Outstanding | $ 7,095 | |||
11/30/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Nov. 30, 2013 | |||
Date of Maturity | May 30, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 4,309 | |||
Accrued Interest | 568 | |||
Total Outstanding | $ 4,877 | |||
12/31/13 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Dec. 31, 2013 | |||
Date of Maturity | Jun. 30, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 8,509 | |||
Accrued Interest | 1,060 | |||
Total Outstanding | $ 9,569 | |||
01/31/14 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Jan. 31, 2014 | |||
Date of Maturity | Jul. 31, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 11,810 | |||
Accrued Interest | 1,385 | |||
Total Outstanding | $ 13,195 | |||
02/28/14 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Feb. 28, 2014 | |||
Date of Maturity | Aug. 31, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 11,479 | |||
Accrued Interest | 1,245 | |||
Total Outstanding | $ 12,724 | |||
03/31/14 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Mar. 31, 2014 | |||
Date of Maturity | Sep. 30, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 11,879 | |||
Accrued Interest | 1,224 | |||
Total Outstanding | $ 13,103 | |||
06/30/14 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Jun. 30, 2014 | |||
Date of Maturity | Dec. 31, 2014 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 51,978 | |||
Accrued Interest | 4,433 | |||
Total Outstanding | $ 56,411 | |||
09/30/14 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Sep. 30, 2014 | |||
Date of Maturity | Mar. 31, 2015 | |||
Conversion price | $ 1 | |||
Status | Current - Maturity date extended to 06/30/2015 | |||
Principle | $ 42,979 | |||
Accrued Interest | 3,010 | |||
Total Outstanding | $ 45,989 | |||
12/31/14 (Member) | ||||
Short-term Debt [Line Items] | ||||
Date of: Issuance | Dec. 31, 2014 | |||
Date of Maturity | Jun. 30, 2015 | |||
Conversion price | $ 0.25 | |||
Status | Current | |||
Principle | $ 28,109 | |||
Accrued Interest | 1,543 | |||
Total Outstanding | $ 29,652 |
Convertible Notes Payable - R24
Convertible Notes Payable - Related Party (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Line of Credit and Convertible Notes Payable - Related Party [Abstract] | ||||
Amortization of debt discount | $ 14,055 | $ 14,417 | $ 49,598 | $ 34,709 |
Interest at contractual rate | 5,646 | 3,467 | 11,230 | 6,270 |
Totals | $ 19,701 | $ 17,884 | $ 60,829 | $ 40,979 |
Convertible Notes Payable - R25
Convertible Notes Payable - Related Party (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 28, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Short-term Debt [Line Items] | |||
Conversion price | $ 0.12 | $ 0.25 | |
Estimated volatility | 79.00% | ||
Risk free interest rate | 0.57% | ||
Expected dividend rate | |||
Expected life | 2 years | ||
Intrinsic value | $ 39,874 | ||
Warrant exercise price | $ 0.35 | ||
Convertible promissory note | $ 233,484 | $ 283,083 | |
Series A Warrant (Member) | |||
Short-term Debt [Line Items] | |||
Number of warrant issued to purchase of stock | 200,000 | ||
Estimated volatility | 59.50% | ||
Risk free interest rate | 1.78% | ||
Expected dividend rate | 0.00% | ||
Expected life | 5 years | ||
Intrinsic value | $ 34,717 | ||
Beneficial conversion feature | $ 8,262 | ||
Warrant exercise price | $ 0.01 | ||
Warrant exercise period | 5 years | ||
September Note | |||
Short-term Debt [Line Items] | |||
Conversion price | $ 1 | ||
Intrinsic value | $ 8,262 | ||
Convertible promissory note | $ 42,979 | ||
Amalfi Coast Capital Inc [Member] | |||
Short-term Debt [Line Items] | |||
Percentage of companys issued and outstanding shares of common stock | 5.00% | ||
Percentage of interest rate | 8.00% | ||
Notes issued | $ 158,235 | ||
Amalfi Coast Capital Inc [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Conversion price | $ 0.25 | ||
Amalfi Coast Capital Inc [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Conversion price | $ 1 |
Convertible Notes Payable and26
Convertible Notes Payable and Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 16, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Derivative liability rollforward | ||||||
Balance at beginning of year | $ 184,169 | |||||
Debt discount | $ 14,055 | $ 14,417 | 49,598 | $ 34,709 | ||
Loss (gain) on change in fair value | 209,518 | $ 51,515 | 194,887 | $ 51,515 | ||
Balance at end of period | 254,288 | 254,288 | $ 184,169 | |||
JMJ Financial [Member] | ||||||
Derivative liability rollforward | ||||||
Balance at beginning of year | 92,643 | |||||
Debt discount | 25,000 | $ 25,000 | ||||
Day one loss on fair value | 42,489 | 32,746 | ||||
Loss (gain) on change in fair value | $ (2,706) | $ 34,897 | ||||
Write off due to conversion | ||||||
Balance at end of period | 157,426 | $ 157,426 | $ 92,643 | |||
LG Capital [Member] | ||||||
Derivative liability rollforward | ||||||
Balance at beginning of year | $ 91,526 | |||||
Debt discount | $ 50,000 | |||||
Day one loss on fair value | 34,748 | |||||
Loss (gain) on change in fair value | $ 96,743 | $ 6,778 | ||||
Reclassify to additional paid in capital due to conversion | (43,285) | |||||
Balance at end of period | 144,984 | $ 144,984 | $ 91,526 | |||
Adar Bays, LLC [Member] | ||||||
Derivative liability rollforward | ||||||
Balance at beginning of year | ||||||
Debt discount | $ 29,750 | |||||
Day one loss on fair value | 45,528 | |||||
Loss (gain) on change in fair value | $ (39,825) | |||||
Write off due to conversion | ||||||
Balance at end of period | 35,453 | $ 35,453 | ||||
Typenex Co-Investment, LLC [Member] | ||||||
Derivative liability rollforward | ||||||
Balance at beginning of year | ||||||
Debt discount | $ 55,000 | $ 55,000 | ||||
Write off due to conversion | ||||||
Loss (gain) on change in fair value - Typenex Note | $ 27,963 | |||||
Loss (gain) on change in fair value - Warrant | 24,695 | |||||
Balance at end of period | $ 107,658 | $ 107,658 |
Convertible Notes Payable and27
Convertible Notes Payable and Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Amortization of debt discount | $ 14,055 | $ 14,417 | $ 49,598 | $ 34,709 |
Interest at contractual rate | 5,646 | 3,467 | 11,230 | 6,270 |
Totals | 19,701 | $ 17,884 | 60,829 | $ 40,979 |
JMJ Financial [Member] | ||||
Amortization of debt discount | 17,186 | 30,809 | ||
Interest at contractual rate | 1,128 | 2,267 | ||
Totals | 18,314 | 33,076 | ||
LG Capital [Member] | ||||
Amortization of debt discount | 17,186 | 30,809 | ||
Interest at contractual rate | 1,128 | 2,267 | ||
Totals | 18,314 | 33,076 | ||
Adar Bays, LLC [Member] | ||||
Amortization of debt discount | 8,290 | 17,764 | ||
Interest at contractual rate | 698 | 1,227 | ||
Totals | 8,988 | 18,991 | ||
Typenex Co-Investment, LLC [Member] | ||||
Amortization of debt discount | 11,974 | 21,711 | ||
Interest at contractual rate | 1,546 | 2,774 | ||
Totals | $ 13,520 | $ 24,485 |
Convertible Notes Payable and28
Convertible Notes Payable and Derivative Liabilities (Details Textual) - USD ($) | Jul. 16, 2015 | Dec. 15, 2014 | Dec. 03, 2014 | Jun. 16, 2015 | Apr. 28, 2015 | Dec. 17, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Convertible promissory note | $ 283,083 | $ 283,083 | $ 233,484 | ||||||||
Debt discount | $ 25,000 | ||||||||||
Fair value of derivative liability | $ 57,746 | ||||||||||
Conversion price | $ 0.12 | $ 0.25 | $ 0.25 | ||||||||
Estimated volatility | 79.00% | ||||||||||
Expected dividend rate | |||||||||||
Expected life | 2 years | ||||||||||
Risk free interest rate | 0.57% | ||||||||||
Other expenses | $ 35,186 | ||||||||||
Legal fees | $ 6,750 | ||||||||||
Maturity date | Jun. 30, 2015 | ||||||||||
Accrued Interest | $ 32,839 | ||||||||||
Debt discount | $ 14,055 | $ 14,417 | $ 49,598 | $ 34,709 | |||||||
Warrants exercise price | $ 0.35 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Derivative liabilities | $ 445,521 | $ 445,521 | |||||||||
Warrant [Member] | |||||||||||
Estimated volatility | 59.50% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Expected life | 5 years | ||||||||||
Risk free interest rate | 1.78% | ||||||||||
Warrants exercise price | $ 0.01 | ||||||||||
JMJ Financial [Member] | |||||||||||
Sale of convertible debt | $ 25,000 | $ 25,000 | |||||||||
Convertible promissory note | 250,000 | ||||||||||
Gross proceeds of convertible debt | 225,000 | ||||||||||
Original issue discount | $ 25,000 | ||||||||||
Debt instrument terms | (i) matures two years from the date of advance (the “ Maturity Date | ||||||||||
Debt discount | $ 2,778 | $ 2,778 | |||||||||
Terms of Debt | 2 years | 2 years | |||||||||
Share price | $ 0.2495 | ||||||||||
Stock issued during period of share issued | 231,483 | ||||||||||
Debt discount | $ 25,000 | $ 25,000 | |||||||||
LG Capital [Member] | |||||||||||
Sale of convertible debt | $ 5,250 | ||||||||||
Convertible promissory note | 57,750 | ||||||||||
Gross proceeds of convertible debt | $ 50,000 | ||||||||||
Debt instrument terms | The LG | ||||||||||
Debt discount | $ 5,250 | ||||||||||
Terms of Debt | 1 year | ||||||||||
Conversion price | $ 0.018848 | ||||||||||
Legal fees | $ 2,500 | ||||||||||
Maturity date | Dec. 15, 2015 | ||||||||||
Accrued Interest | $ 309 | ||||||||||
Converted principal amount | $ 7,750 | ||||||||||
Converted shares | 427,586 | ||||||||||
Debt discount | $ 50,000 | ||||||||||
Adar Bays, LLC [Member] | |||||||||||
Gross proceeds of convertible debt | $ 29,750 | ||||||||||
Debt instrument terms | The Adar Note matures on December 17, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after December 17, 2014, beginning on June 15, 2015 at a conversion price equal to 62% of the lowest trading price as quoted on a national exchange for the twenty prior trading days including the date on which the Notice of Conversion is received by the Company. In no event shall Adar Bays effect a conversion if such conversion results in Adar Bays beneficially owning in excess of 9.9% of the outstanding common stock of the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of Adar Bays pursuant to the conversion terms above. The Adar Note may be prepaid with the following penalties: (i) if the Adar Note is prepaid within 30 days of the issuance date, then 115% of the face amount plus any accrued interest; (ii) if the Adar Note is prepaid within 31 - 60 days of the issuance date, then 121% of the face amount plus any accrued interest; (iii) if the Adar Note is prepaid within 61 - 90 days of the issuance date, then 127% of the face amount plus any accrued interest; (iv) if the Adar Note is prepaid within 91 - 120 days of the issuance date, then 133% of the face amount plus any accrued interest; (v) if the Adar Note is prepaid within 121 - 150 days of the issuance date, then 139% of the face amount plus any accrued interest; (ii) if the Adar Note is prepaid within 151 - 180 days of the issuance date, then 145% of the face amount plus any accrued interest. The Adar Note may not be prepaid after the 180th day. | ||||||||||
Debt discount | $ 29,750 | ||||||||||
Fair value of derivative liability | $ 75,278 | ||||||||||
Conversion price | $ 0.1307 | ||||||||||
Estimated volatility | 100.00% | ||||||||||
Expected dividend rate | |||||||||||
Expected life | 1 year | ||||||||||
Risk free interest rate | 0.12% | ||||||||||
Other expenses | $ 45,528 | ||||||||||
Proceeds after original issue discount | 10.00% | ||||||||||
Legal fees | $ 1,750 | ||||||||||
Converted principal amount | $ 35,000 | ||||||||||
Share price | $ 0.2811 | ||||||||||
Stock issued during period of share issued | 267,797 | ||||||||||
Debt discount | $ 29,750 | ||||||||||
Warrants exercise price | $ 0.40 | ||||||||||
Typenex Note [Member] | |||||||||||
Convertible promissory note | $ 200,000 | ||||||||||
Debt instrument terms | The lesser of (i) $0.60, and (ii) 70% (the "Conversion Factor") of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.30, then in such event the then-current Conversion Factor shall be reduced to 65% for all future Conversions, subject to other reductions set forth in the Typenex Note. In the event the Company elects to prepay all or any portion of the Typenex Note, the Company is required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. | ||||||||||
Fair value of derivative liability | $ 58,472 | ||||||||||
Conversion price | $ 0.2357 | ||||||||||
Estimated volatility | 100.00% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Expected life | 1 year 3 months | ||||||||||
Risk free interest rate | 0.11% | ||||||||||
Legal fees | $ 5,000 | ||||||||||
Maturity date | Apr. 16, 2016 | ||||||||||
Share price | $ 0.40 | ||||||||||
Convertible note principal amount | $ 225,000 | ||||||||||
Debt discount | $ 55,000 | 55,000 | |||||||||
Bearing interest rate | 8.00% | ||||||||||
Secured promissory notes | $ 165,000 | ||||||||||
Convertible note cash payment | $ 60,000 | ||||||||||
Term of convertible note | 15 months | ||||||||||
Convertible note interest rate | 10.00% | ||||||||||
Number of shares exercised | 254,597 | ||||||||||
Share Price | $ 0.2297 | ||||||||||
Interest receivable | $ 3,070 | $ 5,523 | |||||||||
Maximum conversion or exercise percentage | 4.99% | ||||||||||
Typenex Note [Member] | Warrant [Member] | |||||||||||
Fair value of derivative liability | $ 50,749 | ||||||||||
Conversion price | $ 0.2357 | ||||||||||
Estimated volatility | 267.00% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Expected life | 5 years | ||||||||||
Risk free interest rate | 1.29% | ||||||||||
Share price | $ 0.40 | ||||||||||
Fair value adjustment of warrants | $ 27,500 | ||||||||||
Warrants exercise price | $ 0.60 | ||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
Stock and warrants issued value | $ 30,000 | ||||||||||
Derivative liabilities | $ 50,749 | ||||||||||
Number of shares exercised | 127,298 | ||||||||||
Share Price | $ 0.3987 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 16, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 28, 2015 | Dec. 31, 2014 | |
Stockholders' Equity (Textual) | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Conversion price | $ 0.25 | $ 0.12 | |||
Number of shares issued on conversion | 404,879 | 223,322 | |||
Common Stock [Member] | |||||
Stockholders' Equity (Textual) | |||||
Accrued interest | $ 309 | ||||
Conversion price | $ 0.018848 | ||||
Converted notes principal amount | $ 7,750 | ||||
Number of shares issued on conversion | 427,586 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | May. 06, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Related Party Transactions (Textual) | |||||
Executive compensation | $ 24,033 | $ 14,900 | $ 62,878 | $ 28,500 | |
Mr. Stehrenberger [Member] | |||||
Related Party Transactions (Textual) | |||||
Total cash | 53,458 | 53,458 | |||
Accounts payable | $ 5,225 | $ 5,225 | |||
Initial term | 2 years | ||||
Salaries compensation | $ 7,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 05, 2015 | Jul. 20, 2015 | Jul. 16, 2015 | Jul. 08, 2015 | Jul. 22, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Aug. 14, 2015 | Jul. 17, 2015 | Apr. 28, 2015 | Dec. 31, 2014 |
Subsequent Events (Textual) | |||||||||||
Number of shares issued on conversion | 404,879 | 223,322 | |||||||||
Conversion price | $ 0.25 | $ 0.12 | |||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Preferred stock, voting rights | Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval. | ||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Preferred stock shares authorized | 1,000,000 | ||||||||||
Subsequent Event [Member] | JMJ Financial [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Converted notes principal amount | $ 5,250 | $ 5,100 | |||||||||
Number of shares issued on conversion | 500,000 | 170,000 | |||||||||
Conversion price | $ 0.0105 | $ 0.03 | |||||||||
Subsequent Event [Member] | Mr. Stehrenberger [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Sale of controlling interest by Mr. Stehrenberger in Reve Technologies | $ 25,000 | $ 50,000 | |||||||||
Sale of controlling interest by Mr. Stehrenberger in Reve Technologies, cancellation of shares | 10,057,500 | 20,115,000 | |||||||||
Subsequent Event [Member] | Adar Bays, LLC [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Converted notes principal amount | $ 5,000 | ||||||||||
Number of shares issued on conversion | 160,968 | ||||||||||
Conversion price | $ 0.031062 | ||||||||||
Subsequent Event [Member] | Typenex Co-Investment, LLC [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Converted notes principal amount | $ 25,593 | ||||||||||
Number of shares issued on conversion | 1,066,390 | ||||||||||
Conversion price | $ 0.024 | ||||||||||
Subsequent Event [Member] | Mr. Forster | |||||||||||
Subsequent Events (Textual) | |||||||||||
Number of share issued to Mr. Forster | 22,000,000 |