| Capital Stock | On March 2, 2015, the holders representing a majority of the then
outstanding shares of capital stock of the Company voted and approved and permitted the Company to increase the number of authorized
shares of the CompanyĀs common stock from 525,000,000 to 750,000,000, effective upon filing an amended Certificate of Incorporation
with the State of Delaware representing the amendment. 2013 Financing Following the closing of the recapitalization in 2013, the Company
sold an aggregate of 1,826,087 units (ĀUnitsĀ) in a private placement (ĀPrivate PlacementĀ). $420,000
of the Units were sold at a per Unit price of $0.23. Additionally, an aggregate of $394,612 of the then outstanding
10% convertible promissory notes and accrued interest converted into the Private Placement at a per Unit price of $0.19. Each
Unit consisted of (i) one share of the CompanyĀs common stock (or, at the election of any investor who would, as a result
of the purchase of Units, become a beneficial owner of 5% or greater of the outstanding shares of common stock of the CompanyĀs
Series A Convertible Preferred Stock) and (ii) a three year warrant to purchase shares of common stock equal to 100% of the number
of shares of common stock sold in the Private Placement at an exercise price of $0.30 per share. In connection with
the Private Placement, the Company and the investor entered into a Registration Rights Agreement (the ĀRegistration Rights
AgreementĀ) whereby the Company agreed to register the shares underlying the Units and issuable upon exercise of warrants
for resale on a Registration Statement to be filed with the SEC within 60 days of the final closing of the Private Placement and
to cause such Registration Statement to be declared effective within 120 days of the filing date. On May 15, 2013, the
Registrations Rights Agreement was amended to extend the filing date from 120 days to 180 days after the closing date. On
July 2, 2013, the Registrations Rights Agreement was further amended to extend the filing date from 180 days to 240 days after
the closing date. The Company filed a Registration Statement on Form S-1 on September 25, 2013 to register an aggregate of 158,652,485
shares of the CompanyĀs stock; however, the Registration Statement was subsequently withdrawn by the Company and has not
been re-filed. On March 8, 2013, the Board of Directors approved the authorization
of 150,000,000 shares of preferred stock, par value $0.0001, per share, of which 40,000,000 shares have been designated as Series
A Preferred Stock. Each holder of Series A Preferred Stock is entitled to vote on all matters and the shares are convertible
to the CompanyĀs common stock in an amount equal to one share of common stock for each one share of Series A Preferred Stock
upon notice to the Company, as defined. On March 15, 2013, the Company commenced a second private placement,
offering a minimum of 1,000,000 units at $0.03 per unit, each comprised of one share of common stock and a warrant to purchase
one share of common stock at an exercise price of $0.05, per share, for three years. The warrants are subject to registration rights,
as defined and cashless exercise is permitted. On April 25, 2013, the Company consummated the private placement which began on
March 15, 2013 and sold to certain accredited investors an aggregate of 28,333,334 units with proceeds to the Company of $850,000
less $150,000 of offering costs. The offering costs include 2,083,334 units valued at $62,500 for legal fees and a warrant
to purchase up to 933,333 shares of the CompanyĀs common stock. In connection with the offering, the Company granted the investors
demand registration rights, commencing 30 days after the closing of the Offering and ending one year after the closing of the Offering,
pursuant to which investors holding at least 50% of the outstanding securities sold in the Offering may request on 60 daysĀ
notice, the filing of a registration statement with the Securities and Exchange Commission, covering the resale of securities underlying
the units. Additionally, the Company granted the investors Āpiggy-backĀ registration rights for a period
of 180 days beginning on the closing date of the Offering. The Company added a Supplement to the Security Purchase Agreement, offering
any investor of units who as a result of the purchase becomes a beneficial owner of 5% or more of the outstanding number of common
shares, the option to purchase units consisting of one share of the CompanyĀs Series A Preferred Convertible Stock and a
warrant. In connection with the sale of the Units, the Company was required
to issue to investors in the January 9, 2013 private placement (the ĀPrior Investors, and such offering, the ĀPrior
OfferingĀ) additional shares of common stock (or, at the election of such Prior Investor who would, as a result of such issuance,
become the holder of in excess of 5% of the CompanyĀs issued and outstanding common stock, shares of Series A Preferred Stock),
in connection with certain anti-dilution protection provided to such Prior Investors under the terms of the Prior Offering. As
a result of the foregoing, in April 2013, the Company issued an aggregate of an additional (a) 3,789,473 shares of common stock
(b) 19,191,458 shares of Series A Preferred Stock and (c) warrants to purchase an additional 22,980,931 shares of common stock
at an exercise price of $0.03 per share (collectively, the ĀRatchet SecuritiesĀ). Furthermore, the exercise
price of the warrants issued in the Prior Offering was reduced to a per share exercise price of $0.03. In connection with the Offering and in consideration for such issuance,
the stockholders released the Company from actions relating to the CompanyĀs reverse-merger and various financings as well
as from any rights under that certain Agreement of Shareholders of Be Active Brands, Inc. dated as of January 26, 2011, management
determined that it was in the best interest of its stockholders to issue additional shares of common stock to certain of the original
stockholders of Brands who, as a result of the reverse-merger consummated on January 9, 2013, became stockholders of the Company. Accordingly,
the Company issued an aggregate of 23,054,778 shares of common stock to these original Brands stockholders, exclusive of current
management, as a result of the significant dilution they experienced as a result of the Offering. 2014 Financing On February 14, 2014, the Company sold to certain accredited investors
pursuant to a Subscription Agreement, an aggregate of 33,333,332 shares of its common stock, 26,666,667 shares of the Series C
Preferred Stock and five year warrants to purchase up to an aggregate of 59,999,999 shares of the CompanyĀs common stock
at an exercise price of $0.03, per share, for gross proceeds of $1,800,000. Until the earlier of (i) three years from the closing
of the Offering or (ii) such time as no investor holds any shares of common stock underlying warrants or underlying the Series
C Preferred Stock, in the event the Company issues or sells common stock at a per share price equal to less than $0.03,
per share, as adjusted, the Company has agreed to issue additional securities such that the aggregate purchase price paid by the
investor shall equal the lower price issuance, subject to certain exceptions, as defined. The Company recorded a derivative liability
related to the reset feature on the exercise price of the warrants to purchase common stock issued by the Company. In connection with the Offering, the Company granted the investors
Āpiggy-backĀ registration rights and the investors are entitled to a right of participation in future financings conducted
by the Company for a period of twenty-four months. The Company paid placement agent fees of $144,000 in cash, issued
an aggregate of 599,999 shares of the CompanyĀs common stock and issued a five year warrant to purchase up to 5,399,998 shares
of the CompanyĀs common stock at a price of $0.03 per share, as commission in connection with the sale of the shares and
warrants. In addition, the Company permitted the conversion of an aggregate of $13,500 of unpaid fees owed to a consultant into
450,000 shares and warrants at the Offering price. In conjunction with the Offering, $100,000 was placed in an escrow account to
be used for auditing and legal fees. As of September 30, 2015, the Company had paid all auditing and legal fees, and
the balance of the escrow account was $0. On February 14, 2014, as a component of the Subscription
Agreement, the Company issued an aggregate of 66,333,330 warrants with a fair value determined using the Black-Scholes Pricing
Model. Pursuant to the subscription agreement, certain members of the CompanyĀs
management agreed to invest an aggregate of $250,000 in exchange for 8,333,333 shares of the CompanyĀs common stock within
30 days of the closing, on the same terms of the agreement. The investment required by management was made on June 24, 2014. As a result of both the 2013 and 2014 financing and the conversion
feature on its convertible debt, the Company recorded derivative liabilities related to the respective ratchet provision. Such
ratchet reset provision prohibits the Company from concluding that the warrants are indexed to our own stock, and thus derivative
accounting is appropriate. For derivative instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair market value and is then re-valued at each reporting date to its then fair value, with changes
in such fair value measurement recognized in operations in the respective reporting period. The Company utilizes the
Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates. Series B Convertible Preferred Stock In April 2013, the CompanyĀs Board of Directors authorized
four (4) shares of preferred stock, par value $0.0001 per share as Series B Convertible Preferred Stock (the ĀSeries B Preferred
StockĀ) and issued one share of Series B Preferred Stock to each of the CompanyĀs three senior members of management. Each
share of Series B Preferred Stock is entitled such number of votes on all matters submitted to stockholders that is equal to (i)
the product of (a) the number of shares of Series B Preferred Stock held by such holder, (b) the number of issued and outstanding
shares of the CompanyĀs Common Stock (taking into account the effective outstanding voting rights of the Series B Preferred
Stock), as of the record date for the vote and (c) 0.13334 less (ii) the number of shares of Common Stock beneficially held by
such holder on such date. Additionally, on the six month anniversary date of issuance of the Series B Preferred Stock,
each outstanding share of Series B Preferred Stock was to automatically, and without further action on the part of the holder,
convert into such number of fully paid and non-assessable shares of Common Stock as would cause the holder to own, along with any
other securities of the CompanyĀs beneficially owned on the conversion date by them 13.334% of the issued and outstanding
Common Stock, calculated on the conversion date. On October 25, 2013, the Company amended and restated the Certificate of Designation
for Series B Convertible Preferred Stock to extend the date on which the Series B Shares would automatically convert into such
number of fully paid and non-assessable shares of common stock, from the date six months from the date of issuance (October 26,
2013) to the twelfth month anniversary of the date of issuance of the shares of Series B Preferred Stock (April 26, 2014) which
on April 22, 2014, was further extended to an indefinite date. The Company previously recorded the three shares of Series
B Convertible Preferred Stock as stock-based compensation using the then current estimate of the number of shares that would convert
to shares of common stock of the Company based on the shares outstanding and current price per share at each balance sheet date. As
of March 31, 2014, the Company recalculated the estimated shares issuable to be 112,229,168 and recorded stock-based compensation
of $10,423,447 for the three months ended March 31, 2014. The estimate was based on the current common shares
outstanding at March 31, 2014, a stock price of $0.11 per share, and is subject to adjustment based on any additional common shares
issued. On March 2, 2015, the Series B Convertible Preferred Stock which
was then outstanding was cancelled and as a result, the CompanyĀs obligation to issue any common shares in connection therewith
ended. The Company has accounted for the cancellation of the Series B and issuance of the Series D as an extinguishment. Accordingly,
for the three months ended March 31, 2015, the Company recorded an aggregate gain of $3,420,804 within stockholdersĀ deficit
equal to the difference between the $667,664 fair value of the Series D preferred stock and the $4,088,468 carrying amount of the
Series B preferred stock extinguished. The gain on extinguishment is reflected in the calculation of net income attributable
to common stockholders. Series C Convertible Preferred Stock On February 12, 2014, the Company designated and authorized to issue
26,666,667 shares of Series C Convertible Preferred Stock (ĀSeries C Preferred StockĀ), par value $0.0001, per share. Each
holder of Series C Preferred Stock shall be entitled to vote all matters submitted to shareholder vote and shall be entitled to
the number of votes for each shares of Series C owned at the designated record date. Each holder of Series C Preferred
Stock may convert any or all of such shares into fully paid and non-assessable shares of the CompanyĀs common stock in an
amount equal to one share of the CompanyĀs common stock for each one shares of Series C Preferred Stock. On September 21, 2015, in connection with the
terms of a ratchet provision for certain warrants issued in 2014, the Company revised the conversion right so that holders
of Series C Preferred Stock may, from time to time convert any or all of such holder's shares of Series C Preferred Stock into
fully paid and non-assessable shares of common stock in an amount equal to five (5) shares of the Company's common stock (the "Common
Stock") for each one (1) share of Series C Preferred Stock surrendered, effective upon filing an amended Certificate of Incorporation
with the State of Delaware representing the amendment. As of September 30, 2015, only one shareholder can convert at
a ratio of five to one, while the other shareholder has waived their right for the five to one conversion. Series D Convertible Preferred Stock On, March 2, 2015, the Board of Directors of
the Company designated and issued authorized 3,000,000 shares of the CompanyĀs authorized Preferred Stock, par value $0.0001
per share, as Series D Convertible Preferred Stock. Each holder of the Series D Preferred Stock (ĀSeries DĀ)
shall have the number of votes on all matters submitted to the stockholders that is equal to the greater of one hundred votes for
each one share of Series D and such number of votes per share of Series D that when added to the votes per shares of all other
shares of Series D shall equal 50.1% of the outstanding voting record. The Series D are convertible into common stock
in an amount equal to one share of the CompanyĀs common stock for each one share of Series D. On March 9, 2015,
the Company issued 1,000,000 shares of the Series D to each of three officers of the Company. On September 21, 2015, the holders representing
a majority of the then outstanding shares of capital stock of the Company voted and approved and permitted the Company to increase
the number of authorized shares of the CompanyĀs Series D Convertible Preferred stock from 3,000,000 to 15,000,000, effective
upon filing an amended Certificate of Incorporation with the State of Delaware representing the amendment. Treasury Stock In March 2, 2013, concurrent with the resignation
of the CompanyĀs then chief executive officer, the Company agreed to purchase from the former executive 4,339,555 shares
of the CompanyĀs common stock for $0.0001, per share. These shares are reported at cost as treasury shares. Common Stock On September 21, 2015, the holders representing
a majority of the then outstanding shares of capital stock of the Company voted and approved and permitted the Company to increase
the number of authorized shares of the CompanyĀs common stock from 750,000,000 to 3,000,000,000, effective upon filing an
amended Certificate of Incorporation with the State of Delaware representing the amendment. The Board and the Majority Stockholders have
adopted a resolution authorizing, but not requiring, the Board to amend the Certificate of Incorporation to effect a reverse split. The
Board has authority to implement the reverse split at any time it determines within twelve months of September 21, 2015. In
addition, this proposal also gives the Board the authority to decline to implement a reverse split. The actual ratio
for the implementation of the reverse split would be determined by the Board based upon its evaluation as to what a ratio of pre-consolidation
shares to post-consolidation shares would be most advantageous to all stockholders. |
