Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 25, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Blue Water Global Group, Inc. | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001516332 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 233,206,213 |
Entity Public Float | ' | $1,123,062 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets, Current | ' | ' |
Cash and equivalents | $7,357 | $30,299 |
Assets | 7,357 | 30,299 |
Liabilities, Current | ' | ' |
Accounts payable | 225,907 | 133,865 |
Convertible notes payable, net of unamortized debt discounts of $77,442 and $-0-, respectively | 27,558 | ' |
Accrued interest | 1,973 | ' |
Liabilities | 255,438 | 133,865 |
Stockholders' (deficit) | ' | ' |
Common Stock, Value, Issued | 229,331 | 180,000 |
Additional Paid in Capital, Common Stock | 486,852 | -60,000 |
(Deficit) accumulated during the development stage | -964,264 | -223,566 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | -248,081 | -103,566 |
Total liabilities and stockholders' (deficit) | 7,357 | 30,299 |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Common Stock, Shares Issued | 229,331,250 | 180,000,000 |
Common Stock, Shares Outstanding | 229,331,250 | 180,000,000 |
Common Stock, Value, Outstanding | $229,331 | $180,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 34 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Operating Income (Loss) | ' | ' | ' |
Revenues, net | $10,000 | $40,000 | $50,000 |
Gross Profit | 10,000 | 40,000 | 50,000 |
Expenses | ' | ' | ' |
General and Administrative Expense | 4,595 | 1,066 | 5,821 |
Advertising and marketing | 6,711 | ' | 57,065 |
Consulting Fees | 64,109 | 9,000 | 73,109 |
Accounting Fees | 7,750 | 5,000 | 18,750 |
Legal Fees | 145,950 | 99,458 | 315,908 |
Investor Relations | 71,581 | ' | 71,581 |
Transfer Agent Fees | 4,938 | 2,027 | 6,966 |
Operating Income (Loss) | -295,634 | -76,551 | -499,200 |
Other income (expense) | ' | ' | ' |
Marketable Securities, Realized Gain (Loss) | ' | ' | -20,000 |
Interest Expense | -1,973 | ' | -1,973 |
Amortization of Convertible Notes | -23,091 | ' | -23,091 |
Asset Impairment Charges | -420,000 | ' | -420,000 |
Other income (expense), net | -445,064 | ' | -465,064 |
Net (loss) | ($740,698) | ($76,551) | ($964,264) |
Earnings Per Share | ' | ' | ' |
Earnings Per Share, Basic | $0 | $0 | ' |
Weighted Average Number of Shares Outstanding, Basic | 211,686,387 | 186,284,150 | ' |
Earnings Per Share, Diluted | $0 | $0 | ' |
Weighted Average Number of Shares Outstanding, Diluted | 211,686,387 | 186,284,150 | ' |
Statement_of_Shareholders_Defi
Statement of Shareholders' (Deficit) (USD $) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Mar. 02, 2011 | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | $230,000 | ($110,000) | ' | $120,000 |
Stock Issued During Period, Shares, New Issues | 230,000,000 | ' | ' | 230,000,000 |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 100,000 | ' | ' | 100,000 |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 210,000,000 | ' | ' | 210,000,000 |
Stock Issued During Period, Value, Purchase of Assets | 20,000 | ' | ' | 20,000 |
Stock Issued During Period, Shares, Purchase of Assets | 20,000,000 | ' | ' | 20,000,000 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | ' | ' | -147,015 | -147,015 |
Stockholders' Equity, Period Increase (Decrease) | ' | ' | ' | -27,015 |
Stock Issued During Period, Shares, Period Increase (Decrease) | 230,000,000 | ' | ' | 230,000,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2011 | ' | ' | ' | -27,015 |
Shares, Outstanding at Dec. 31, 2011 | 230,000,000 | ' | ' | 230,000,000 |
Stock Issued During Period, Value, New Issues | -50,000 | 50,000 | ' | ' |
Stock Issued During Period, Shares, New Issues | -50,000,000 | ' | ' | -50,000,000 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | ' | ' | -76,551 | -76,551 |
Stockholders' Equity, Period Increase (Decrease) | ' | ' | ' | -76,551 |
Stock Issued During Period, Shares, Period Increase (Decrease) | -50,000,000 | ' | ' | -50,000,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2012 | ' | ' | ' | -103,566 |
Shares, Outstanding at Dec. 31, 2012 | 180,000,000 | ' | ' | 180,000,000 |
Stock Issued During Period, Value, New Issues | 47,300 | 424,460 | ' | 471,760 |
Stock Issued During Period, Shares, New Issues | 47,300,000 | ' | ' | 47,300,000 |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 2,031 | 8,750 | ' | 10,781 |
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 2,503,010 | ' | ' | 2,503,010 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | ' | ' | -740,698 | -740,698 |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | ' | 113,642 | ' | 113,642 |
Stockholders' Equity, Period Increase (Decrease) | ' | ' | ' | -144,515 |
Stock Issued During Period, Shares, Period Increase (Decrease) | 49,331,250 | ' | ' | 49,331,250 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2013 | ' | ' | ' | ($248,081) |
Shares, Outstanding at Dec. 31, 2013 | 229,331,250 | ' | ' | 229,331,250 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 1 Months Ended | 12 Months Ended | 34 Months Ended |
Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' |
Net (loss) | ($76,551) | ($740,698) | ($964,264) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ' | ' | ' |
Issuance of Stock and Warrants for Services or Claims | ' | 73,890 | 173,890 |
Impairment of subscribed common stock | ' | 420,000 | 420,000 |
Realized loss on investment | ' | ' | 20,000 |
Amortization of discount on convertible debt | ' | 23,091 | 23,091 |
Increase (Decrease) in Operating Liabilities | ' | ' | ' |
Increase (Decrease) in Accounts Payable | 106,850 | 92,042 | 225,907 |
Increase (Decrease) in Accrued Interest | ' | 1,973 | 1,973 |
Net Cash Provided by (Used in) Operating Activities | 30,299 | -129,702 | -99,403 |
Net Cash Provided by (Used in) Financing Activities | ' | ' | ' |
Proceeds from (Repayments of) Notes Payable | ' | 105,000 | 105,000 |
Proceeds from Issuance of Common Stock | ' | 1,760 | 1,760 |
Net Cash Provided by (Used in) Financing Activities | ' | 106,760 | 106,760 |
Cash and Cash Equivalents, Period Increase (Decrease) | 30,299 | -22,942 | 7,357 |
Cash and Cash Equivalents, at Carrying Value | ' | 30,299 | ' |
Cash and Cash Equivalents, at Carrying Value | $30,299 | $7,357 | $7,357 |
Note_1_Summary_of_Significant_
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Notes | ' | ||||||||||
Note 1 - Summary of Significant Accounting Policies | ' | ||||||||||
NOTE 1 – Summary of Significant Accounting Policies | |||||||||||
Organization | |||||||||||
Blue Water Global Group, Inc. (“Company” or “Blue Water”) is a development stage company that was incorporated under the laws of the State of Nevada on March 3, 2011 under the name Blue Water Restaurant Group, Inc. Blue Water amended its Articles of Incorporation on June 13, 2013 to change its name to Blue Water Global Group, Inc. The Company is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill brand and is preparing to launch a line of premium rums which include its flagship rum Blue Water Ultra Premium Rum . Additionally, Blue Water is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTC Bulletin Board (“OTCBB”). | |||||||||||
Basis of Presentation | |||||||||||
The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal years ended December 31, 2013 and 2012, and for the period March 3, 2011 (inception) to December 31, 2013. | |||||||||||
Use of Estimates | |||||||||||
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. | |||||||||||
Cash and Cash Equivalents | |||||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2013 and 2012, the Company had no cash equivalents. | |||||||||||
Revenue Recognition | |||||||||||
The Company follows the guidance of FASB ASC Topic 605 for revenue recognition. In general, the Company recognizes revenue when (1) the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) the service has been provided, and (4) collectability is reasonably assured. | |||||||||||
The Company generates and anticipates generating future revenue from two sources: (i) food, beverage and souvenir sales from its Blue Water Bar & Grill restaurant concept presently under development and (ii) sales of its of distilled spirits, which includes its Blue Water Ultra Premium Rum . Revenue from both sources will be recognized at the time of the sale. | |||||||||||
Accounts Receivable | |||||||||||
Accounts receivable are stated at net invoice amount. An allowance for doubtful accounts is based on management’s best estimate of uncollectible receivable balances based on the creditworthiness of the customer and prior collection history. As of December 31, 2013 and 2012 the allowance for doubtful accounts was $-0-. | |||||||||||
Short-Term Investments | |||||||||||
The Company accounts for its short-term investments, which are classified as trading securities, in accordance with US GAAP for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of December 31, 2013, the Company had no short-term investments. | |||||||||||
Long-Term Investments | |||||||||||
The Company accounts for its long-term investments, which are designated as available-for-sale securities, in accordance with US GAAP for certain investments in debt and equity securities, which requires that available-for-sale securities be carried at fair value with unrealized gains and losses, net of tax, included in stockholders' equity under accumulated other comprehensive income (loss). Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. As of December 31, 2013, the Company had long-term investments consisting of 20 million shares of Stream Flow Media, Inc. which were valued at $-0-. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: | |||||||||||
Level | Description | ||||||||||
Level 1 | Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||||||||||
Level 2 | Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||||||||||
Level 3 | Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||||||||||
The estimated fair values of the Company’s financial instruments are as follows: | |||||||||||
Fair Value Measurement at December 31, 2013 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | ||||||||||
(Level 1) | (Level 2) | Significant Unobservable Inputs | |||||||||
(Level 3) | |||||||||||
Description | 12/31/13 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
Long-term | |||||||||||
Available-for-sale securities | - | $ | - | $ | - | $ | - | ||||
Total assets measured at fair value | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 192,907 | $ | 192,907 | $ | - | $ | - | |||
Accounts payable (non-related) | 33,000 | 33,000 | |||||||||
Convertible notes payable, net of unamortized debt discount of $77,442 | |||||||||||
27,558 | 27,558 | ||||||||||
Accrued Interest | 1,973 | 1,973 | |||||||||
Total liabilities measured at fair value | $ | 255,438 | $ | 227,880 | $ | - | $ | 27,558 | |||
The estimated fair values of the Company’s financial instruments are as follows: | |||||||||||
Fair Value Measurement at December 31, 2012 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | ||||||||||
(Level 1) | (Level 2) | Significant Unobservable Inputs | |||||||||
(Level 3) | |||||||||||
Description | 12/31/12 | ||||||||||
Assets | |||||||||||
Cash and equivalents | $ | 30,299 | $ | 30,299 | $ | - | $ | - | |||
Total assets measured at fair value | $ | 30,299 | $ | 30,299 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 133,865 | $ | 133,865 | $ | - | $ | - | |||
Total liabilities measured at fair value | $ | 133,865 | $ | 133,865 | $ | - | $ | - | |||
Net Loss per Share Calculation | |||||||||||
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the fiscal year ended December 31, 2012 the Company had no dilutive financial instruments issued or outstanding. However, as of December 15, 2013 which includes the fiscal year ended December 31, 2013 and cumulative from March 3, 2011 (inception) to December 31, 2013 the Company had dilutive financial instruments consisting of an aggregate of 3,000,000 share purchase warrants which enable the holder to purchase 1,000,000 shares of the Company’s common stock at $.005 a share, $0.01 a share, and $0.015 a share, respectively. | |||||||||||
Beneficial Conversion Feature | |||||||||||
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using either the straight line method or the effective interest method. | |||||||||||
Income Taxes | |||||||||||
The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. | |||||||||||
The Company maintains a valuation allowance with respect to deferred tax assets. Blue Water establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws. | |||||||||||
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. | |||||||||||
Fiscal Year | |||||||||||
The Company elected December 31st for its fiscal year end. | |||||||||||
Note_2_Development_Stage_Activ
Note 2 - Development Stage Activities and Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2 - Development Stage Activities and Going Concern | ' |
NOTE 2 – Development Stage Activities and Going Concern | |
The Company is a development stage business that is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill brand. Additionally, Blue Water is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTCBB. | |
While management of the Company believes that it will be successful with its business plan and capital formation activities, there can be no assurance that it will be able to successfully execute on either of these or that it will be able to generate adequate revenues to earn a profit or sustain its operations. | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Further, as of December 31, 2013, the Company had an accumulated net loss of ($964,264). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. |
Note_3_Convertible_Promissory_
Note 3 - Convertible Promissory Notes | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Note 3 - Convertible Promissory Notes | ' | |||
NOTE 3 – Convertible Promissory Notes | ||||
Asher Note 1 | ||||
On September 16, 2013 we entered into an agreement for the sale of a Convertible Promissory Note (“Asher Note 1”) in the principal amount $32,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Asher Enterprises, Inc. (“Asher”), a Delaware corporation, and Blue Water. The Asher Note 1 closed on September 18, 2013 and matures on June 18, 2014. The Asher Note 1 is convertible at 58% of the average of the lowest three trading prices of Blue Water’s common stock during the ten trading day period prior to the conversion date after 180 days. | ||||
The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as a liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. | ||||
This note is measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded beneficial conversion feature resulted in a full discount of $32,500 to the note on the debt issuance date. The discount will be amortized over the term of the note to interest expense using the straight line method which approximates the effective interest method. | ||||
As of December 31, 2013, the outstanding balance due on the Asher Note 1 was $33,241, which includes $741 in accrued interest. Further, as of December 31, 2013, the remaining unamortized debt discount was $19,788. | ||||
Asher Note 2 | ||||
On November 8, 2013 we entered into an agreement for the sale of a Convertible Promissory Note (“Asher Note 2”) in the principal amount $37,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Asher Enterprises, Inc. (“Asher”), a Delaware corporation, and Blue Water. The Asher Note 2 closed on November 12, 2013 and matures on May 7, 2014. The Asher Note 2 is convertible at 58% of the average of the lowest three trading prices of Blue Water’s common stock during the ten trading day period prior to the conversion date after 180 days. | ||||
The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as a liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. | ||||
This note is measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded beneficial conversion feature resulted in a partial discount of $33,033 to the note on the debt issuance date. The discount will be amortized over the term of the note to interest expense using the straight line method which approximates the effective interest method. | ||||
As of December 31, 2013, the outstanding balance due on the Asher Note 2 was $37,936, which includes $436 in accrued interest. Further, as of December 31, 2013, the remaining unamortized debt discount was $26,713. | ||||
Mermaid Enterprises, N.V. | ||||
On October 9, 2013 we entered into a Purchase Agreement and issued a Convertible Promissory Note (“Mermaid Note”) as payment for the acquisition of three (3) separate business licenses in the country of St. Maarten, Dutch West Indies consisting of one (1) General Business License and two (2) Managing Director’s Licenses. The value of this transaction was $35,000. | ||||
The Mermaid Note carries a principal amount of $35,000 and an interest rate of 10% per annum. The Mermaid Note is convertible into shares of our common stock at a fixed price of $0.0005 per share beginning no earlier than April 7, 2014. The Mermaid Note matures on October 9, 2015. | ||||
As of December 31, 2013, the outstanding balance due on the Mermaid Note was $35,796, which includes $796 in accrued interest. Further, as of December 31, 2013, the remaining unamortized debt discount was $30,625. | ||||
The table below provides a summary of the convertible promissory notes as of December 31, 2013: | ||||
Description- | Amount ($) | |||
Asher Note 1 | $ | 32,500 | ||
Asher Note 2 | 37,500 | |||
Mermaid Note | 35,000 | |||
Less unamortized debt discount | -77,442 | |||
Net | $ | 27,558 | ||
Note_4_Investment_Agreement_Wi
Note 4 - Investment Agreement With Dutchess Opportunity Fund Ii, Lp | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 4 - Investment Agreement With Dutchess Opportunity Fund Ii, Lp | ' |
NOTE 4 – Investment Agreement with Dutchess Opportunity Fund II, LP | |
On September 16, 2013, the Company entered into an Investment Agreement (“Investment Agreement”) with Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (“Dutchess”). Pursuant to the terms of the Investment Agreement, Dutchess committed to purchase, in a series of purchase transactions (“Puts”), up to five million ($5,000,000) dollars of the Company’s common stock over a period of up to thirty-six (36) months. | |
The amount that the Company is entitled to request with each Put delivered to Dutchess is equal to, at its option, either (i) two hundred (200%) percent of the average daily volume (U.S. market only) of its common stock for three (3) trading days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date or (ii) one-hundred thousand ($100,000) dollars. The purchase price to be paid by Dutchess for the shares of the Company’s common stock covered by each Put will be equal to ninety-five (95%) percent of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the period beginning on the Put Notice Date and ending on and including the date that is five (5) trading days after such Put Notice Date (“Pricing Period”). The “Put Notice Date” is the trading day immediately following the day on which Dutchess receives a Put Notice from the Company. | |
In conjunction with the Investment Agreement, the Company also entered into a registration rights agreement (“Registration Rights Agreement”) with Dutchess. Pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) on October 10, 2013 covering 20,000,000 shares of the Company’s common stock underlying a portion of the Investment Agreement. In addition, during the term of the Registration Rights Agreement, the Company is obligated to maintain the effectiveness of this registration statement, as well as any subsequent registration statements that may be associated with the Investment Agreement and/or Registration Rights Agreement. | |
For the fiscal year ended December 31, 2013 we received net proceeds of $1,760 from the sale of 300,000 registered shares of our common stock under the Dutchess Investment Agreement. |
Note_5_Common_Stock
Note 5 - Common Stock | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 5 - Common Stock | ' | ||||
NOTE 5 – Common Stock | |||||
On September 9, 2013, the Company filed a Certificate of Change to effect a forward stock split on the basis of 10 new shares for each one old share. This corporate action resulted in the total number of authorized shares of common stock to increase from 70,000,000 to 700,000,000 (shares of preferred stock were not affected by this corporate action) and the total number of issued and outstanding shares of common stock increased from 22,703,125 to 227,031,250; par value for the Company’s shares of common stock remained unchanged at $0.001 par value. The weighted average shares outstanding in the Statements of Operations have been adjusted for all periods to take this forward stock split into consideration. | |||||
During the period March 3, 2011 (inception) to December 31, 2013 the Company issued an aggregate of 280,050,000 split adjusted shares of its common stock as follows (note: all share and per share amounts in the following table are adjusted for the 10-for-1 forward stock split): | |||||
Date of Issue | Description of Issuance | Shares Issued | |||
3/3/11 | Issuance of Founder’s Shares to original officers and directors | 110,000,000 | |||
3/3/11 | Taurus Financial Partners, LLC for assisting with the creation and early development of our business, including incorporation and formation assistance, preparation of an offering prospectus and related registration statement on Form S-1, and continued EDGAR filing support and services. These shares were valued at $50,000, or $0.01 per share, based on the value of the services provided | ||||
50,000,000 | |||||
3/3/11 | Arctic Eyes, LLC for assisting with the initial development and future hosting of our website (www.bluewaterbar.com) and marketing efforts aimed at building the Blue Water brand on various Caribbean travel websites and local radio stations. These shares were valued at $50,000, or $0.01 per share, based on the previously established value | ||||
50,000,000 | |||||
3/29/11 | Island Radio, Inc. (OTCBB: ISLD) in a stock exchange where the Company received 2,000,000 restricted shares of Island Radio’s common stock. These shares were valued at $20,000, or $0.001 per share, based on the previously established value | ||||
20,000,000 | |||||
4/30/13 | Subscribed to by five investors in a registered offering of the Company’s common shares. These shares were priced at $0.01 per share, or an aggregate of $470,000. | ||||
47,000,000 | |||||
7/15/13 | Aeson Ventures, LLC for assisting creating an Internet “Landing Page” and drafting corporate awareness articles for dissemination via the Internet. These shares were valued at $18,750, or $0.025 per share, based on the then market closing price of our common stock. | ||||
750,000 | |||||
12/6/13 | The Company sold registered shares to Dutchess Opportunity Fund, II, LP for cash pursuant to an Investment Agreement dated September 16, 2013. These shares were valued at $1,760, or approximately $0.0059 a share. | ||||
300,000 | |||||
12/15/13 | Vitello Capital, Ltd. for investor relations consulting services. These shares were issued valued at $10,000, or $0.005 a share, based on the then market closing price of our common stock. | ||||
2,000,000 | |||||
Aggregate shares issued | 280,050,000 | ||||
During the period March 3, 2011 (inception) to December 31, 2013 the Company cancelled an aggregate of 50,718,750 split adjusted shares of its common stock as follows (note: all share and per share amounts in the following table are adjusted for the 10-for-1 forward stock split): | |||||
Date of Cancellation | |||||
Description of Cancellation | Shares Cancelled | ||||
2/17/12 | The Company and Arctic Eyes, LLC mutually agreed to rescind their March 3, 2011 Consulting Agreement. Arctic Eyes returned the shares it was holding which were subsequently cancelled by the Company. | 50,000,000 | |||
7/23/13 | The Company and Aeson Ventures, LLC mutually agreed to rescind their September 15, 2013 Consulting Agreement. Aeson Ventures returned a pro-rated amount of shares it was holding which were subsequently cancelled by the Company. | ||||
718,750 | |||||
Aggregate shares cancelled | 50,718,750 | ||||
As of December 31, 2013, the total number of common shares authorized that may be issued by the Company was 700,000,000 shares, $0.001 per share, and it had 229,331,250 shares of its common stock issued and outstanding. |
Note_6_Preferred_Stock
Note 6 - Preferred Stock | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 6 - Preferred Stock | ' |
NOTE 6 – Preferred Stock | |
The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share. | |
As of December 31, 2013, the Company had no shares of its preferred stock issued and outstanding. |
Note_7_Share_Purchase_Warrants
Note 7 - Share Purchase Warrants | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes | ' | ||||||
Note 7 - Share Purchase Warrants | ' | ||||||
NOTE 7 – Share Purchase Warrants | |||||||
In conjunction with retaining a consultant, Vitello Capital, Ltd., the Company issued an aggregate of 3,000,000 share purchase warrants enabling the consultant to purchase 1,000,000 shares of the Company’s common stock at a price of $0.005 a share, $0.01 a share, and $0.015 a share, respectively. The fair value of the warrants was estimated to be $13,109 on the date of the grant using the Black-Scholes option-pricing model. Expected volatility was determined through the average of a peer group of public companies. The risk-free rate for periods within the contractual life of the warrants is based on the U.S. Treasury yield in effect at the time of the grant. The Company has never declared or paid cash dividends and has no plans to do so in the foreseeable future. The following weighted-average assumptions were utilized for the calculations: | |||||||
Expected life (in years) | 1 | ||||||
Weighted average volatility | 167.82% | ||||||
Weighted average risk-free interest rate | 0.13% | ||||||
Expected dividend rate | -0- | ||||||
The following table summarizes the number of warrants, weighted average exercise price, and weighted average life (in years) by price for both total outstanding warrants and total exercisable warrants as of December 31, 2013: | |||||||
Total Outstanding Warrants | |||||||
Weighted Average | Life | ||||||
Exercise Price | Warrants | Exercise Price | (in years) | ||||
$0.01 | 1,000,000 | $0.01 | 1 | ||||
$0.01 | 1,000,000 | $0.01 | 1 | ||||
$0.02 | 1,000,000 | $0.02 | 1 | ||||
Note_8_Contractual_Obligations
Note 8 - Contractual Obligations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes | ' | |||||||
Note 8 - Contractual Obligations | ' | |||||||
NOTE 8 – Contractual Obligations | ||||||||
The following table summarizes the Company’s contractual obligations as of December 31, 2013: | ||||||||
Due Within | ||||||||
Description | Total | 2014 | 2015 | |||||
Convertible promissory notes | $ | 105,000 | $ | 70,000 | $ | 35,000 | ||
Total | $ | 105,000 | $ | 70,000 | $ | 35,000 | ||
Note_9_Income_Taxes
Note 9 - Income Taxes | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes | ' | ||||||
Note 9 - Income Taxes | ' | ||||||
NOTE 9 – Income Taxes | |||||||
The provision (benefit) for income taxes for the period from March 3, 2011 (inception) to December 31, 2013 was as follows, assuming a 35 percent effective tax rate: | |||||||
For the period from | |||||||
For the fiscal year ended December 31, | 3-Mar-11 | ||||||
2013 | (inception) to | ||||||
12/31/13 | |||||||
Current tax provision: | |||||||
Federal | |||||||
Taxable income | $ | - | $ | ||||
Total current tax provision | $ | - | $ | ||||
Deferred tax provision: | |||||||
Federal | |||||||
Loss carryforwards | $ | 287,131 | $ | 133,929 | |||
Change in valuation allowance | -287,131 | -133,929 | |||||
Total deferred tax provision | $ | - | $ | - | |||
As of December 31, 2013, the Company had approximately $820,374 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2032. | |||||||
The Company provided a valuation allowance equal to the deferred income tax assets for the period from March 3, 2011 (inception) to December 31, 2013 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards. | |||||||
The Company has no uncertain tax positions. |
Note_10_Investments
Note 10 - Investments | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Note 10 - Investments | ' | ||||||||
NOTE 10 – Investments | |||||||||
Long-Term Investments; Available-For-Sale Securities | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of December 31, 2013: | |||||||||
As of December 31, 2013 | |||||||||
Gross Unrealized Gains | Gross Unrealized Losses | ||||||||
Estimated Fair Value | |||||||||
Cost | |||||||||
Equity securities | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - | |
As of December 31, 2013, the Company’s long-term AFS securities consisted solely of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $-0-. More details in Note 12. | |||||||||
All of our investments, excluding trading securities, are subject to periodic impairment review. The impairment analysis requires significant judgment to identify events or circumstances that would likely have significant adverse effect on the future value of the investment. We consider various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
Note_11_Strategic_Alliance_Agr
Note 11 - Strategic Alliance Agreement With Taurus Financial Partners, Llc | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 11 - Strategic Alliance Agreement With Taurus Financial Partners, Llc | ' |
NOTE 11 – Strategic Alliance Agreement with Taurus Financial Partners, LLC | |
On June 21, 2013 the Company entered into a Strategic Alliance Agreement with Taurus Financial Partners, LLC (“Taurus”). Under this Strategic Alliance Agreement the Company was granted the exclusive right to participate in Taurus’s future Registered Spin-Off transactions. | |
In a typical Registered Spin-Off transaction, the Company will acquire between 10 – 15% of an operating business that is in the process of “going public” on the OTC Bulletin Board. Taurus will then register these shares with the Securities and Exchange Commission (“SEC”). Once Taurus has registered these shares with the SEC, the Company will “spin-off” approximately one-third of them to its then stockholders in the form of a special stock dividend. |
Note_12_Stream_Flow_Media_Inc
Note 12 - Stream Flow Media, Inc. | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 12 - Stream Flow Media, Inc. | ' |
NOTE 12 – Stream Flow Media, Inc. | |
On December 2, 2013 the Company entered into its first Registered Spin-Off transaction pursuant to the Strategic Alliance Agreement described in Note 11 with Stream Flow Media, Inc., a Colorado corporation (“Stream Flow”). As per the terms of this transaction, Stream Flow issued 20,000,000 shares of its common stock, $0.001 par value, to Blue Water, which represents approximately 20% of Stream Flow’s issued and outstanding shares of common stock as of March 25, 2014 in return for the Company agreeing to pay all of Stream Flow’s expenses related to obtaining a listing on the OTCBB. | |
Stream Flow is presently in the process of filing its initial Registration Statement on Form S-1 with the SEC, the first step in obtaining a listing on the OTCBB. Once Stream Flow obtains its listing on the OTCBB, and upon approval by both the SEC and FINRA, the Company will issue a special one-time stock dividend of approximately 25%, or 5,000,000, of its Stream Flow shares to its shareholders. The remaining Stream Flow shares will be sold by the Company over an 18-24 month period with the net proceeds going towards financing new units of its Blue Water Bar & Grill restaurant concept. | |
The Company accounts for its Stream Flow asset as Available-For-Sale (AFS) securities that are carried in the financial statements at fair value. Changes in fair value are recorded in the financial statements as an unrealized gain (loss) in Other Comprehensive Income (OCI). | |
As of December 31, 2013, the Company had accumulated $-0- in costs related to the Stream Flow shares and there were no observable inputs for a fair valuation. Accordingly, the Company carried the Stream Flow shares at a $-0- valuation on the balance sheet for the period. |
Note_13_Subsidiaries
Note 13 - Subsidiaries | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 13 - Subsidiaries | ' | ||
NOTE 13 – Subsidiaries | |||
As of December 31, 2013, the Company had the following wholly-owned subsidiaries: | |||
Name of Subsidiary | Place of Incorporation | ||
Blue Water Bar & Grill, N.V. (1) | St. Maarten, Dutch West Indies | ||
As of December 31, 2013, Blue Water Bar & Grill, N.V. was (i) in good standing with the government of St. Maarten, D.W.I., (ii) had no assets or liabilities, (iii) maintained an operating Business License, and (iv) maintained two Managing Director’s Licenses. |
Note_14_Related_Party_Transact
Note 14 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 14 - Related Party Transactions | ' |
NOTE 14 – Related Party Transactions | |
As of December 31, 2013, the Company operated out of office space that is being provided to us by our Vice President, Michael Hume, free of charge. There is no written agreement or other material terms relating to this arrangement. | |
Additionally, for the period of March 3, 2011 (inception) to December 31, 2013 the majority of the Company’s expenses were paid by Taurus Financial Partners, LLC (“Taurus”), an independent service provider that currently provides SEC EDGAR compliance and filing services to the Company, and have been accounted for under the accounts payable to a related party line item; as of December 31, 2013, Taurus owned 71.2% of the Company’s issued and outstanding common stock. Further, our President and Chief Executive Officer, J. Scott Sitra, is concurrently the President and Chief Executive Officer at Taurus and has voting disposition over the controlling block of Taurus shares. |
Note_15_Recent_Accounting_Pron
Note 15 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 15 - Recent Accounting Pronouncements | ' |
NOTE 15 – Recent Accounting Pronouncements | |
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on the Company’s financial position or results of operations. | |
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 has not had a material impact on the Company’s financial position or results of operations. | |
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 has not had a material impact on the Company’s financial position or results of operations. | |
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 has not had a material impact on the Company’s financial position or results of operations. | |
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | |
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | |
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 has not had a material impact on the Company’s financial position or results of operations. | |
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements. | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements. |
Note_15_Subsequent_Events
Note 15 - Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 15 - Subsequent Events | ' |
NOTE 15 – Subsequent Events | |
On January 17, 2014, the Company issued 3,581,500 registered shares of its common stock under the Dutchess Investment Agreement described in Note 4 in exchange for gross proceeds of $35,815, or $0.01 a share. After DWAC/wire fees of $250 and settling the outstanding accounts payable of $10,000 to Dutchess Capital, the Company received net proceeds of $25,565. | |
On January 31, 2014, the Company issued a Convertible Promissory Note to JMJ Financial that allows it to draw total proceeds of $335,000 at the discretion of the lender. The principal and interest is convertible into shares of common stock at the discretion of the note holder at the lower of $0.0185 a share or 60% of the lowest trading price of the Company’s common stock over the 25 trading days prior to the conversion request date. The note carries a one-time 12% of principal interest charge unless any consideration advanced to the Company is paid in full within 90 days in which event the interest rate is 0%. The Company received $35,000 in consideration from JMJ Financial on January 31, 2014. | |
On February 7, 2014, the Company repaid the Asher Note 1 described in Note 3 in full with no conversion. Per the terms of the agreement, the Company repaid the Asher Note 1 at $44,886.51. | |
On February 14, 2014, the Company issued 293,463 registered shares of its common stock under the Dutchess Investment Agreement described in Note 4 in exchange for gross proceeds of $4,989, or $0.0177 a share. After DWAC/wire fees of $250, the Company received net proceeds of $4,739. | |
On March 24, 2014, the Company incorporated a new wholly owned subsidiary, Blue Water Beverage Brands, Ltd. Blue Water Beverage Brands, Ltd. is a British Virgin Islands (“BVI”) Business Corporation (“BC”) that will be the operating entity for the Company’s line of distilled spirits. |
Note_1_Summary_of_Significant_1
Note 1 - Summary of Significant Accounting Policies: Organization (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Organization | ' |
Organization | |
Blue Water Global Group, Inc. (“Company” or “Blue Water”) is a development stage company that was incorporated under the laws of the State of Nevada on March 3, 2011 under the name Blue Water Restaurant Group, Inc. Blue Water amended its Articles of Incorporation on June 13, 2013 to change its name to Blue Water Global Group, Inc. The Company is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill brand and is preparing to launch a line of premium rums which include its flagship rum Blue Water Ultra Premium Rum . Additionally, Blue Water is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTC Bulletin Board (“OTCBB”). |
Note_1_Summary_of_Significant_2
Note 1 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal years ended December 31, 2013 and 2012, and for the period March 3, 2011 (inception) to December 31, 2013. |
Note_1_Summary_of_Significant_3
Note 1 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. |
Note_1_Summary_of_Significant_4
Note 1 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2013 and 2012, the Company had no cash equivalents. |
Note_1_Summary_of_Significant_5
Note 1 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
The Company follows the guidance of FASB ASC Topic 605 for revenue recognition. In general, the Company recognizes revenue when (1) the price is fixed and determinable, (2) persuasive evidence of an arrangement exists, (3) the service has been provided, and (4) collectability is reasonably assured. | |
The Company generates and anticipates generating future revenue from two sources: (i) food, beverage and souvenir sales from its Blue Water Bar & Grill restaurant concept presently under development and (ii) sales of its of distilled spirits, which includes its Blue Water Ultra Premium Rum . Revenue from both sources will be recognized at the time of the sale. |
Note_1_Summary_of_Significant_6
Note 1 - Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable are stated at net invoice amount. An allowance for doubtful accounts is based on management’s best estimate of uncollectible receivable balances based on the creditworthiness of the customer and prior collection history. As of December 31, 2013 and 2012 the allowance for doubtful accounts was $-0-. |
Note_1_Summary_of_Significant_7
Note 1 - Summary of Significant Accounting Policies: Short-term Investments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Short-term Investments | ' |
Short-Term Investments | |
The Company accounts for its short-term investments, which are classified as trading securities, in accordance with US GAAP for certain investments in debt and equity securities, which requires that trading securities be carried at fair value. Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses is determined on a specific identification basis. As of December 31, 2013, the Company had no short-term investments. |
Note_1_Summary_of_Significant_8
Note 1 - Summary of Significant Accounting Policies: Long-term Investments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Long-term Investments | ' |
Long-Term Investments | |
The Company accounts for its long-term investments, which are designated as available-for-sale securities, in accordance with US GAAP for certain investments in debt and equity securities, which requires that available-for-sale securities be carried at fair value with unrealized gains and losses, net of tax, included in stockholders' equity under accumulated other comprehensive income (loss). Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. As of December 31, 2013, the Company had long-term investments consisting of 20 million shares of Stream Flow Media, Inc. which were valued at $-0-. |
Note_1_Summary_of_Significant_9
Note 1 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Policies | ' | ||||||||||
Fair Value of Financial Instruments | ' | ||||||||||
Fair Value of Financial Instruments | |||||||||||
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: | |||||||||||
Level | Description | ||||||||||
Level 1 | Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||||||||||
Level 2 | Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||||||||||
Level 3 | Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||||||||||
The estimated fair values of the Company’s financial instruments are as follows: | |||||||||||
Fair Value Measurement at December 31, 2013 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | ||||||||||
(Level 1) | (Level 2) | Significant Unobservable Inputs | |||||||||
(Level 3) | |||||||||||
Description | 12/31/13 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
Long-term | |||||||||||
Available-for-sale securities | - | $ | - | $ | - | $ | - | ||||
Total assets measured at fair value | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 192,907 | $ | 192,907 | $ | - | $ | - | |||
Accounts payable (non-related) | 33,000 | 33,000 | |||||||||
Convertible notes payable, net of unamortized debt discount of $77,442 | |||||||||||
27,558 | 27,558 | ||||||||||
Accrued Interest | 1,973 | 1,973 | |||||||||
Total liabilities measured at fair value | $ | 255,438 | $ | 227,880 | $ | - | $ | 27,558 | |||
The estimated fair values of the Company’s financial instruments are as follows: | |||||||||||
Fair Value Measurement at December 31, 2012 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | ||||||||||
(Level 1) | (Level 2) | Significant Unobservable Inputs | |||||||||
(Level 3) | |||||||||||
Description | 12/31/12 | ||||||||||
Assets | |||||||||||
Cash and equivalents | $ | 30,299 | $ | 30,299 | $ | - | $ | - | |||
Total assets measured at fair value | $ | 30,299 | $ | 30,299 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 133,865 | $ | 133,865 | $ | - | $ | - | |||
Total liabilities measured at fair value | $ | 133,865 | $ | 133,865 | $ | - | $ | - | |||
Recovered_Sheet1
Note 1 - Summary of Significant Accounting Policies: Net Loss Per Share Calculation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Net Loss Per Share Calculation | ' |
Net Loss per Share Calculation | |
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the fiscal year ended December 31, 2012 the Company had no dilutive financial instruments issued or outstanding. However, as of December 15, 2013 which includes the fiscal year ended December 31, 2013 and cumulative from March 3, 2011 (inception) to December 31, 2013 the Company had dilutive financial instruments consisting of an aggregate of 3,000,000 share purchase warrants which enable the holder to purchase 1,000,000 shares of the Company’s common stock at $.005 a share, $0.01 a share, and $0.015 a share, respectively. |
Recovered_Sheet2
Note 1 - Summary of Significant Accounting Policies: Beneficial Conversion Feature (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Beneficial Conversion Feature | ' |
Beneficial Conversion Feature | |
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using either the straight line method or the effective interest method. |
Recovered_Sheet3
Note 1 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. | |
The Company maintains a valuation allowance with respect to deferred tax assets. Blue Water establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws. | |
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. |
Recovered_Sheet4
Note 1 - Summary of Significant Accounting Policies: Fiscal Year (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Fiscal Year | ' |
Fiscal Year | |
The Company elected December 31st for its fiscal year end. | |
Recovered_Sheet5
Note 1 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis, December 31, 2013 (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Tables/Schedules | ' | |||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis, December 31, 2012 | ' | |||||||||
Fair Value Measurement at December 31, 2012 Using: | ||||||||||
Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | |||||||||
(Level 1) | (Level 2) | Significant Unobservable Inputs | ||||||||
(Level 3) | ||||||||||
Description | 12/31/12 | |||||||||
Assets | ||||||||||
Cash and equivalents | $ | 30,299 | $ | 30,299 | $ | - | $ | - | ||
Total assets measured at fair value | $ | 30,299 | $ | 30,299 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable (related party) | $ | 133,865 | $ | 133,865 | $ | - | $ | - | ||
Total liabilities measured at fair value | $ | 133,865 | $ | 133,865 | $ | - | $ | - |
Recovered_Sheet6
Note 1 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis, December 31, 2012 (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Tables/Schedules | ' | |||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis, December 31, 2012 | ' | |||||||||
Fair Value Measurement at December 31, 2012 Using: | ||||||||||
Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | |||||||||
(Level 1) | (Level 2) | Significant Unobservable Inputs | ||||||||
(Level 3) | ||||||||||
Description | 12/31/12 | |||||||||
Assets | ||||||||||
Cash and equivalents | $ | 30,299 | $ | 30,299 | $ | - | $ | - | ||
Total assets measured at fair value | $ | 30,299 | $ | 30,299 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable (related party) | $ | 133,865 | $ | 133,865 | $ | - | $ | - | ||
Total liabilities measured at fair value | $ | 133,865 | $ | 133,865 | $ | - | $ | - |
Note_3_Convertible_Promissory_1
Note 3 - Convertible Promissory Notes: Convertible Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Convertible Debt | ' | |||
Description- | Amount ($) | |||
Asher Note 1 | $ | 32,500 | ||
Asher Note 2 | 37,500 | |||
Mermaid Note | 35,000 | |||
Less unamortized debt discount | -77,442 | |||
Net | $ | 27,558 | ||
Note_7_Share_Purchase_Warrants1
Note 7 - Share Purchase Warrants: Schedule of Assumptions Used (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Assumptions Used | ' | ||
Expected life (in years) | 1 | ||
Weighted average volatility | 167.82% | ||
Weighted average risk-free interest rate | 0.13% | ||
Expected dividend rate | -0- |
Note_7_Share_Purchase_Warrants2
Note 7 - Share Purchase Warrants: Total Outstanding Warrants Table (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Tables/Schedules | ' | ||||||
Total Outstanding Warrants Table | ' | ||||||
Total Outstanding Warrants | |||||||
Weighted Average | Life | ||||||
Exercise Price | Warrants | Exercise Price | (in years) | ||||
$0.01 | 1,000,000 | $0.01 | 1 | ||||
$0.01 | 1,000,000 | $0.01 | 1 | ||||
$0.02 | 1,000,000 | $0.02 | 1 |
Note_8_Contractual_Obligations1
Note 8 - Contractual Obligations: Contractual Obligation, Fiscal Year Maturity Schedule (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Tables/Schedules | ' | |||||||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | |||||||
Due Within | ||||||||
Description | Total | 2014 | 2015 | |||||
Convertible promissory notes | $ | 105,000 | $ | 70,000 | $ | 35,000 | ||
Total | $ | 105,000 | $ | 70,000 | $ | 35,000 | ||
Note_9_Income_Taxes_Schedule_o
Note 9 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||
For the period from | |||||||
For the fiscal year ended December 31, | 3-Mar-11 | ||||||
2013 | (inception) to | ||||||
12/31/13 | |||||||
Current tax provision: | |||||||
Federal | |||||||
Taxable income | $ | - | $ | ||||
Total current tax provision | $ | - | $ | ||||
Deferred tax provision: | |||||||
Federal | |||||||
Loss carryforwards | $ | 287,131 | $ | 133,929 | |||
Change in valuation allowance | -287,131 | -133,929 | |||||
Total deferred tax provision | $ | - | $ | - | |||
Note_10_Investments_Schedule_o
Note 10 - Investments: Schedule of Available-for-sale Securities Reconciliation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Available-for-sale Securities Reconciliation | ' | ||||||||
As of December 31, 2013 | |||||||||
Gross Unrealized Gains | Gross Unrealized Losses | ||||||||
Estimated Fair Value | |||||||||
Cost | |||||||||
Equity securities | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - |
Note_13_Subsidiaries_Subsidiar
Note 13 - Subsidiaries: Subsidiaries (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Subsidiaries | ' | ||
Name of Subsidiary | Place of Incorporation | ||
Blue Water Bar & Grill, N.V. (1) | St. Maarten, Dutch West Indies |
Recovered_Sheet7
Note 1 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis, December 31, 2013 (Details) (USD $) | Dec. 31, 2013 |
Investment Owned, at Fair Value | $133,865 |
Fair Value, Inputs, Level 1 | ' |
Investment Owned, at Fair Value | 133,865 |
Fair Value, Inputs, Level 3 | ' |
Investment Owned, at Fair Value | $27,558 |
Recovered_Sheet8
Note 1 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis, December 31, 2012 (Details) (USD $) | Dec. 31, 2013 |
Investment Owned, at Fair Value | $133,865 |
Fair Value, Inputs, Level 1 | ' |
Investment Owned, at Fair Value | 133,865 |
Fair Value, Inputs, Level 3 | ' |
Investment Owned, at Fair Value | $27,558 |