Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 19, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Blue Water Global Group, Inc. | ' |
Entity Central Index Key | '0001516332 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 253,206,213 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and equivalents | $68,676 | $7,357 |
Current assets | 68,676 | 7,357 |
Total Assets | 68,676 | 7,357 |
Current liabilities: | ' | ' |
Accounts payable (related party) | 388,203 | 192,907 |
Accounts payable (non-related) | 18,000 | 33,000 |
Convertible notes payable, net of unamortized debt discounts of $240,901 and $77,442, respectively | 39,099 | 27,558 |
Accrued interest | 6,487 | 1,973 |
Total current liabilities | 451,789 | 255,438 |
Total liabilities | 451,789 | 255,438 |
Commitments and contingencies | ' | ' |
Stockholders' (deficit): | ' | ' |
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Common stock, $0.001 par value, 700,000,000 shares authorized; 243,206,213 and 229,331,250 shares issued and outstanding, respectively | 243,206 | 229,331 |
Additional paid-in capital | 831,280 | 486,852 |
Accumulated deficit | -1,457,599 | -964,264 |
Total stockholders' (deficit) | -383,113 | -248,081 |
Total liabilities and stockholders' (deficit) | $68,676 | $7,357 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Unamortized debt discounts | $240,901 | $77,442 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | ' | ' |
Preferred Stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 243,206,213 | 229,331,250 |
Common stock, shares outstanding | 243,206,213 | 229,331,250 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues, net | ' | ' | ' | $10,000 |
Cost of revenues | ' | ' | ' | ' |
Gross profit | ' | ' | ' | 10,000 |
Expenses: | ' | ' | ' | ' |
General and administrative | 26,253 | 4,250 | 40,147 | 6,164 |
Consulting fees | 37,250 | 9,000 | 215,500 | 18,000 |
Accounting fees | 4,000 | 1,000 | 7,000 | 4,500 |
Legal fees | 24,388 | 7,500 | 47,288 | 59,135 |
Total expenses | 91,891 | 21,750 | 309,935 | 87,799 |
(Loss) from operations | -91,891 | -21,750 | -309,935 | -77,799 |
Other income (expense) | ' | ' | ' | ' |
Interest expense | -112,768 | ' | -160,776 | ' |
Loss on extinguishment of debt | -22,624 | ' | -22,624 | ' |
Total other income (expense) | -135,392 | ' | -183,400 | ' |
Provision for income taxes | ' | ' | ' | ' |
Net (loss) | ($227,283) | ($21,750) | ($493,335) | ($77,799) |
(Loss) per common share, basic and diluted | $0 | $0 | $0 | $0 |
Weighted average number of common shares outstanding, basic and diluted | 242,107,312 | 211,505,490 | 237,272,007 | 195,839,780 |
Statement_of_Stockholders_Defi
Statement of Stockholders (Deficit) Equity (USD $) | Common Stock | Additional Paid-In Capital | Common Stock Subscribed | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $229,331 | $486,852 | ' | ($964,264) | ($248,081) |
Beginning Balance, Shares at Dec. 31, 2013 | 229,331,250 | ' | ' | ' | ' |
Issuance of Common Stock , shares | 3,874,963 | ' | ' | ' | ' |
Issuance of Common Stock , amount | 3,875 | 36,928 | ' | ' | 40,803 |
Issuance of common shares for conversion of debt, shares | 10,000,000 | ' | ' | ' | ' |
Issuance of common shares for conversion of debt, amount | 10,000 | -5,000 | ' | ' | 5,000 |
Discount on convertible notes with Beneficial Conversion Feature | ' | 312,500 | ' | ' | 312,500 |
Net (loss) for the period | ' | ' | ' | -493,335 | -493,335 |
Ending Balance, Amount at Jun. 30, 2014 | $243,206 | $831,280 | ' | ($1,457,599) | ($383,113) |
Ending Balance, Shares at Jun. 30, 2014 | 243,206,213 | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net (loss) | ($493,335) | ($77,799) |
Amortization of discount on convertible debt | 153,125 | ' |
Changes in operating assets and liabilities: | ' | ' |
Increase (decrease) in accounts payable (related party) | 195,296 | 57,646 |
(Increase) decrease in accounts receivable | ' | -10,000 |
Increase (decrease) in accounts payable (non-related) | -14,999 | ' |
Increase (decrease) in accrued interest | 4,514 | ' |
Net cash provided (used) by operating activities | -155,401 | -30,153 |
Cash flows from financing activities: | ' | ' |
Net proceeds from convertible promissory notes | 312,500 | ' |
Net proceeds from sale of common stock | 40,803 | ' |
Repayment of convertible promissory notes | -136,583 | ' |
Net cash provided (used) by financing activities | 216,720 | ' |
Net increase (decrease) in cash | 61,319 | -30,153 |
Cash- beginning of period | 7,357 | 30,299 |
Cash- end of period | 68,676 | 146 |
Non-cash investing and financing operating activities: | ' | ' |
Beneficial Conversion Feature (BCF) of convertible notes | 312,500 | ' |
Issuance of common shares in connection with debt conversion | 5,000 | ' |
Non-cash investing and financing operating activities | 317,500 | ' |
Supplemental disclosure of cash flow information: | ' | ' |
Interest | ' | ' |
Income taxes | ' | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||
NOTE 1 – Summary of Significant Accounting Policies | |||||||||||
Unaudited Interim Financial Information | |||||||||||
The accompanying Balance Sheet as of June 30, 2014, Statements of Operations for the three months ended June 30, 2014 and 2013, for the six months ended June 30, 2014 and 2013, Statement of Stockholder’s (Deficit) for the six months ended June 30, 2014, and the Statements of Cash Flows for the six months ended June 30, 2014 and 2013, are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments necessary for the fair presentation of the Company’s statement of financial position at June 30, 2014 and its results of operations and its cash flows for the period ended June 30, 2014. The results for the period ended June 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014. | |||||||||||
Organization | |||||||||||
Blue Water Global Group, Inc. (“Company” or “Blue Water”) is an emerging growth 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™ and spiced Blue Water Caribbean Gold™ Premium Rum. Additionally, the Company 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 June 30, 2014, for the three months ended June 30, 2014 and 2013, and for the six months ended June 30, 2014 and 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 June 30, 2014 and December 31, 2013, 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 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 flagship Blue Water Ultra Premium Rum™ and spiced Blue Water Caribbean Gold™ Premium Rum. Revenue from all 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 June 30, 2014 and December 31, 2013 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 June 30, 2014 and 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 June 30, 2014 and December 31, 2013, the Company had long-term investments consisting of 20,000,000 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 June 30, 2014 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | |||||||||||
(Level 1) | Significant Other Observable Inputs | ||||||||||
(Level 2) | Significant Unobservable Inputs | ||||||||||
(Level 3) | |||||||||||
Description | 6/30/14 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 68,676 | $ | 68,676 | $ | - | $ | - | |||
Total assets measured at fair value | $ | 68,676 | $ | 68,676 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 388,203 | $ | - | $ | 388,203 | $ | - | |||
Accounts payable (non-related) | 18,000 | 18,000 | - | - | |||||||
Convertible notes payable, net of unamortized debt discount of $240,901 | |||||||||||
39,099 | - | - | 39,099 | ||||||||
Accrued Interest | 6,487 | 6,487 | - | - | |||||||
Total liabilities measured at fair value | $ | 451,789 | $ | 24,487 | $ | 388,203 | $ | 39,099 | |||
Fair Value Measurement at December 31, 2013 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | |||||||||||
(Level 1) | Significant Other Observable Inputs | ||||||||||
(Level 2) | Significant Unobservable Inputs | ||||||||||
(Level 3) | |||||||||||
Description | 12/31/13 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
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 | - | - | ||||||||
Total liabilities measured at fair value | $ | 255,438 | $ | 33,000 | $ | 192,907 | $ | 27,558 | |||
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 period ended June 30, 2013 the Company had no dilutive financial instruments issued or outstanding. However, as of December 15, 2013, and including the three and six months ended June 30, 2014, 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. |
Going_Concern
Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
NOTE 2 – Going Concern | |
The Company’s independent registered public accounting firm has issued a going concern opinion in their audit report dated March 27, 2014, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2014. This means that the Company’s auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. The Company does not anticipate generating significant revenues until it is able to open its first restaurant presently under development in St. Maarten, Dutch West Indies and have its line of premium rums widely accepted by consumers. | |
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 June 30, 2014, the Company had an accumulated net loss of ($1,457,599). 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. |
Convertible_Promissory_Notes
Convertible Promissory Notes | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
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. | ||||
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. | ||||
This note was redeemed and paid in full on February 7, 2014. No shares were issued in connection with the redemption of this note. This note incurred an aggregate of $32,500 in amortization expenses that has been recorded in the financial statements as interest expense. | ||||
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. | ||||
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. | ||||
This note was redeemed and paid in full on April 2, 2014. No shares were issued in connection with the redemption of this note. This note incurred an aggregate of $33,033 in amortization expenses that has been recorded in the financial statements as interest expense. | ||||
Asher Note 3 | ||||
On December 23, 2013 we entered into an agreement for the sale of a Convertible Promissory Note (“Asher Note 3”) in the principal amount $27,500 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 3 closed on January 7, 2014 and matures on September 26, 2014. The Asher Note 3 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. | ||||
The fair value of the embedded beneficial conversion feature resulted in a full discount of $27,500 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. | ||||
This note was redeemed and paid in full on May 27, 2014. No shares were issued in connection with the redemption of this note. This note incurred an aggregate of $27,500 in amortization expenses that has been recorded in the financial statements as interest expense. | ||||
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. | ||||
The fair value of the embedded beneficial conversion feature resulted in a full discount of $35,000 to the note on the debt issuance date. The discount will be amortized over the term of the note to interest expense using the effective interest method. | ||||
On April 10, 2014, the Company issued 10,000,000 shares of its common stock valued at $5,000, or $0.0005 a share, as a partial redemption of this note. | ||||
As of June 30, 2014, the outstanding balance due on the Mermaid Note was $32,503, which includes $2,503 in accrued interest. During the three months and six months ended June 30, 2014 this note incurred $4,922 and $9,845, respectively, in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2014, the remaining unamortized debt discount was $20,913. | ||||
JMJ Financial Note | ||||
On January 31, 2014 (“Effective Date”) we sold to JMJ Financial (“JMJ Financial”) a $335,000 Convertible Promissory Note (“JMJ Note”). The JMJ Note provides up to an aggregate of $300,000 in gross proceeds after taking into consideration an Original Issue Discount (“OID”) of $35,000. | ||||
A key feature of the JMJ Note is that should Blue Water, at its sole discretion, repay all consideration received pursuant to the JMJ Note within 90 days of the Effective Date, there will be zero percent interest charged under the JMJ Note. Otherwise, there will be a one-time interest charge of 12% for all consideration received by Blue Water pursuant to the JMJ Note. | ||||
At any time after 180 days of the Effective Date, the Investor may convert all or part of the JMJ Note into shares of Blue Water’s common stock at the lesser of $0.0185 a share or 60% of the lowest trade price in the 25 trading days prior to the conversion. | ||||
JMJ Financial has agreed to restrict its ability to convert the JMJ 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 JMJ Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of Blue Water. The JMJ Note also provides for penalties and rescission rights if Blue Water does not deliver shares of its common stock upon conversion within the required timeframes. | ||||
This note was redeemed and paid in full on May 8, 2014. No shares were issued in connection with the redemption of this note. This note incurred an aggregate of $39,083 in amortization expenses that has been recorded in the financial statements as interest expense. | ||||
Prim Note | ||||
On October 9, 2013 we entered into an agreement for the sale of a Convertible Promissory Note (“Prim Note”) to an accredited investor in the principal amount of $100,000 with an interest rate of 10% per annum. The Prim Note is convertible into shares of our common stock at a fixed price of $0.005 per share beginning no earlier than 180 days from the date of issue. The Prim Note matures on March 26, 2016. | ||||
The fair value of the embedded beneficial conversion feature resulted in a full discount of $100,000 to the note on the debt issuance date. The discount will be amortized over the term of the note to interest expense using the effective interest method. | ||||
As of June 30, 2014, the outstanding balance due on the Prim Note was $102,603, which includes $2,603 in accrued interest. During the three months and six months ended June 30, 2014 this note incurred $12,362 and $13,048, respectively, in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2014, the remaining unamortized debt discount was $86,952. | ||||
Adar Bays, LLC Financing | ||||
On May 19, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC, an accredited investor (“Adar Bays”), pursuant to which we issued Adar Bays two convertible notes. The first note, due May 19, 2015 in the principal amount of $50,000 (“AB Note 1”), was issued in exchange for $50,000 in cash. The second note, due May 19, 2015 in the principal amount of $50,000 (“AB Note 2” and, together with AB Note 1, the “AB Notes”), was issued in exchange for a full-recourse, collateralized promissory note from Adar Bays in the amount of $50,000 (“AB Payment Note”). The AB Payment Note is due on January 15, 2015, unless the Company does not meet the current public information requirement pursuant to Rule 144, in which case both AB Note 2 and the AB Payment Note may be cancelled. The AB Payment Note is secured by AB Note 1. | ||||
Interest on the AB Notes accrues at the rate of 8% per annum. The Company is not required to make any payments on the AB Notes until maturity. The Company has the right to repay the AB Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. | ||||
Adar Bays may convert the outstanding principal on the AB Notes into shares of the Company’s common stock beginning no earlier than 180 days from the date of issue at the conversion price per share equal to 55% of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion. There is no minimum conversion price. | ||||
The fair value of the embedded beneficial conversion feature resulted in a full discount of $50,000 to the AB Notes 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 June 30, 2014, the outstanding balance due on the AB Note 1 was $50,460, which includes $460 in accrued interest. During the three months and six months ended June 30, 2014 this note incurred $5,753 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2014, the remaining unamortized debt discount was $44,247. | ||||
LG Capital Funding, LLC | ||||
On May 19, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC, an accredited investor (“LG Capital”), pursuant to which we issued LG Capital two convertible notes. The first note, due May 19, 2015 in the principal amount of $100,000 (“LG Note 1”), was issued in exchange for $100,000 in cash. The second note, due May 19, 2015 in the principal amount of $100,000 (“LG Note 2” and, together with LG Note 1, the “LG Notes”), was issued in exchange for a full-recourse, collateralized promissory note from LG Capital in the amount of $100,000 (“LG Payment Note”). The LG Payment Note is due on January 15, 2015, unless we do not meet the current public information requirement pursuant to Rule 144, in which case both LG Note 2 and the LG Payment Note may be cancelled. The LG Payment Note is secured by LG Note 1. | ||||
Interest on the LG Notes accrues at the rate of 8% per annum. The Company is not required to make any payments on the LG Notes until maturity. The Company has the right to repay the LG Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. | ||||
LG Capital may convert the outstanding principal on the LG Notes into shares of the Company’s common stock beginning no earlier than 180 days from the date of issue at the conversion price per share equal to 55% of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion. There is no minimum conversion price. | ||||
The fair value of the embedded beneficial conversion feature resulted in a full discount of $100,000 to the LG Notes 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 June 30, 2014, the outstanding balance due on the LG Note 1 was $100,921, which includes $921 in accrued interest. During the three months and six months ended June 30, 2014 this note incurred $11,507 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2014, the remaining unamortized debt discount was $88,493. | ||||
The table below provides a summary of the convertible promissory notes as of June 30, 2014: | ||||
Description | Amount ($) | |||
Mermaid Note | 30,000 | |||
Prim Note | 100,000 | |||
AB Note 1 | 50,000 | |||
LG Note 1 | 100,000 | |||
Less unamortized debt discount | -240,901 | |||
Net | $ | 39,099 | ||
Investment_Agreement_with_Dutc
Investment Agreement with Dutchess Opportunity Fund II, LP | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Investment Agreement with Dutchess Opportunity Fund II, LP | ' | ||||||||
NOTE 8 – Investments | |||||||||
Long-Term Investments; Available-For-Sale Securities | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of June 30, 2014: | |||||||||
As of June 30, 2014 | |||||||||
Gross Unrealized Gains | Gross Unrealized Losses | ||||||||
Estimated Fair Value | |||||||||
Cost | |||||||||
Equity securities | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - | |
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 June 30, 2014 and 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 10. | |||||||||
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. |
Common_Stock
Common Stock | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
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 six months ended June 30, 2014 the Company issued an aggregate of 13,874,963 shares of its common stock. | |
As of June 30, 2014, 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 243,206,213 shares of its common stock issued and outstanding. |
Preferred_Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
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 June 30, 2014, the Company had no shares of its preferred stock issued and outstanding. |
Stock_Purchase_Warrants
Stock Purchase Warrants | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Product Warranties Disclosures [Abstract] | ' | ||||||
Stock 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 June 30, 2014: | |||||||
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 |
Investments
Investments | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||
Investment Agreement with Dutchess Opportunity Fund II, LP | ' | ||||||||
NOTE 8 – Investments | |||||||||
Long-Term Investments; Available-For-Sale Securities | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of June 30, 2014: | |||||||||
As of June 30, 2014 | |||||||||
Gross Unrealized Gains | Gross Unrealized Losses | ||||||||
Estimated Fair Value | |||||||||
Cost | |||||||||
Equity securities | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - | |
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 June 30, 2014 and 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 10. | |||||||||
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. |
Strategic_Alliance_Agreement_w
Strategic Alliance Agreement with Taurus Financial Partners, LLC | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Strategic Alliance Agreement with Taurus Financial Partners, LLC | ' |
NOTE 9 – 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. | |
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 August 15, 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 June 30, 2014 and 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 periods. |
Subsidiaries
Subsidiaries | 6 Months Ended | ||
Jun. 30, 2014 | |||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ||
Subsidiaries | ' | ||
NOTE 10 – Subsidiaries | |||
As of June 30, 2014, 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 | ||
Blue Water Beverage Brands, Ltd. (2) | British Virgin Islands | ||
BWG Investments & Development, Ltd. (3) | British Virgin Islands | ||
-1 | As of June 30, 2014, Blue Water Bar & Grill, N.V. (i) was in good standing with the government of St. Maarten, (ii) had no assets or liabilities, (iii) maintained an operating Business License, and (iv) maintained two Managing Director’s Licenses. | ||
-2 | As of June 30, 2014, Blue Water Beverage Brands, Ltd. (i) was in good standing with the government of the British Virgin Islands, (ii) had no assets or liabilities, and (iii) maintained an operating Business License enabling it to conduct operations both inside and outside of the BVI. | ||
-3 | As of June 30, 2014, Blue Water Beverage Brands, Ltd. (i) was in good standing with the government of the British Virgin Islands, (ii) had no assets or liabilities, and (iii) maintained an operating Business License enabling it to conduct operations both inside and outside of the BVI. | ||
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 11 – Related Party Transactions | |
As of June 30, 2014, 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, a significant portion of the Company’s expenses have been 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 June 30, 2014, the Company’s accounts payable to Taurus aggregated $388,203, of which $195,296 was accrued during the six months ended June 30, 2014. | |
As of June 30, 2014, Taurus owned 68.3% of the Company’s issued and outstanding common stock. Further, on March 21, 2014 Taurus voluntarily entered into a Stock Lock-Up Agreement whereby none of its holdings could be sold until March 31, 2015 at the earliest. It is important to note that 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 once the stock lock-up agreement expires. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
NOTE 12 – Recent Accounting Pronouncements | |
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. | |
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. | |
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. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 13 – Subsequent Events | |
No other material events or transactions have occurred during this subsequent event reporting period which required recognition or disclosure in the financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Unaudited Interim Financial Information | ' | ||||||||||
Unaudited Interim Financial Information | |||||||||||
The accompanying Balance Sheet as of June 30, 2014, Statements of Operations for the three months ended June 30, 2014 and 2013, for the six months ended June 30, 2014 and 2013, Statement of Stockholder’s (Deficit) for the six months ended June 30, 2014, and the Statements of Cash Flows for the six months ended June 30, 2014 and 2013, are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles accepted in the United States of America (“GAAP”). In the opinion of the company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and included all adjustments necessary for the fair presentation of the Company’s statement of financial position at June 30, 2014 and its results of operations and its cash flows for the period ended June 30, 2014. The results for the period ended June 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014. | |||||||||||
Organization | ' | ||||||||||
Organization | |||||||||||
Blue Water Global Group, Inc. (“Company” or “Blue Water”) is an emerging growth 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™ and spiced Blue Water Caribbean Gold™ Premium Rum. Additionally, the Company 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 | ' | ||||||||||
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 June 30, 2014, for the three months ended June 30, 2014 and 2013, and for the six months ended June 30, 2014 and 2013. | |||||||||||
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. | |||||||||||
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 June 30, 2014 and December 31, 2013, the Company had no cash equivalents. | |||||||||||
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 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 flagship Blue Water Ultra Premium Rum™ and spiced Blue Water Caribbean Gold™ Premium Rum. Revenue from all sources will be recognized at the time of the sale. | |||||||||||
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 June 30, 2014 and December 31, 2013 the allowance for doubtful accounts was $-0-. | |||||||||||
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 June 30, 2014 and December 31, 2013, the Company had no short-term investments. | |||||||||||
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 June 30, 2014 and December 31, 2013, the Company had long-term investments consisting of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $-0-. | |||||||||||
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 June 30, 2014 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | |||||||||||
(Level 1) | Significant Other Observable Inputs | ||||||||||
(Level 2) | Significant Unobservable Inputs | ||||||||||
(Level 3) | |||||||||||
Description | 6/30/14 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 68,676 | $ | 68,676 | $ | - | $ | - | |||
Total assets measured at fair value | $ | 68,676 | $ | 68,676 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 388,203 | $ | - | $ | 388,203 | $ | - | |||
Accounts payable (non-related) | 18,000 | 18,000 | - | - | |||||||
Convertible notes payable, net of unamortized debt discount of $240,901 | |||||||||||
39,099 | - | - | 39,099 | ||||||||
Accrued Interest | 6,487 | 6,487 | - | - | |||||||
Total liabilities measured at fair value | $ | 451,789 | $ | 24,487 | $ | 388,203 | $ | 39,099 | |||
Fair Value Measurement at December 31, 2013 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | |||||||||||
(Level 1) | Significant Other Observable Inputs | ||||||||||
(Level 2) | Significant Unobservable Inputs | ||||||||||
(Level 3) | |||||||||||
Description | 12/31/13 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
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 | - | - | ||||||||
Total liabilities measured at fair value | $ | 255,438 | $ | 33,000 | $ | 192,907 | $ | 27,558 | |||
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 period ended June 30, 2013 the Company had no dilutive financial instruments issued or outstanding. However, as of December 15, 2013, and including the three and six months ended June 30, 2014, 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 | ' | ||||||||||
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 | ' | ||||||||||
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 | ' | ||||||||||
Fiscal Year | |||||||||||
The Company elected December 31st for its fiscal year end. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||
Fair Value Measurement at June 30, 2014 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | |||||||||||
(Level 1) | Significant Other Observable Inputs | ||||||||||
(Level 2) | Significant Unobservable Inputs | ||||||||||
(Level 3) | |||||||||||
Description | 6/30/14 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 68,676 | $ | 68,676 | $ | - | $ | - | |||
Total assets measured at fair value | $ | 68,676 | $ | 68,676 | $ | - | $ | - | |||
Liabilities | |||||||||||
Accounts payable (related party) | $ | 388,203 | $ | - | $ | 388,203 | $ | - | |||
Accounts payable (non-related) | 18,000 | 18,000 | - | - | |||||||
Convertible notes payable, net of unamortized debt discount of $240,901 | |||||||||||
39,099 | - | - | 39,099 | ||||||||
Accrued Interest | 6,487 | 6,487 | - | - | |||||||
Total liabilities measured at fair value | $ | 451,789 | $ | 24,487 | $ | 388,203 | $ | 39,099 | |||
Fair Value Measurement at December 31, 2013 Using: | |||||||||||
Quoted Prices In Active Markets For Identical Assets | |||||||||||
(Level 1) | Significant Other Observable Inputs | ||||||||||
(Level 2) | Significant Unobservable Inputs | ||||||||||
(Level 3) | |||||||||||
Description | 12/31/13 | ||||||||||
Assets | |||||||||||
Short-term | |||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | |||
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 | - | - | ||||||||
Total liabilities measured at fair value | $ | 255,438 | $ | 33,000 | $ | 192,907 | $ | 27,558 | |||
Convertible_Promissory_Notes_T
Convertible Promissory Notes (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Convertible Debt | ' | |||
Description | Amount ($) | |||
Mermaid Note | 30,000 | |||
Prim Note | 100,000 | |||
AB Note 1 | 50,000 | |||
LG Note 1 | 100,000 | |||
Less unamortized debt discount | -240,901 | |||
Net | $ | 39,099 | ||
Stock_Purchase_Warrants_Tables
Stock Purchase Warrants (Tables) | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Product Warranties Disclosures [Abstract] | ' | ||||||
Weighted-average assumptions | ' | ||||||
Expected life (in years) | 1 | ||||||
Weighted average volatility | 167.82% | ||||||
Weighted average risk-free interest rate | 0.13% | ||||||
Expected dividend rate | -0- | ||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||
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 |
Investments_Tables
Investments (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||
Schedule of Available-for-sale Securities Reconciliation | ' | ||||||||
As of June 30, 2014 | |||||||||
Gross Unrealized Gains | Gross Unrealized Losses | ||||||||
Estimated Fair Value | |||||||||
Cost | |||||||||
Equity securities | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - | |
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 | $ | - | $ | - | $ | - | $ | - | |
Subsidiaries_Tables
Subsidiaries (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ||
Schedule of Wholly-Owned Subsidiaries | ' | ||
Name of Subsidiary | Place of Incorporation | ||
Blue Water Bar & Grill, N.V. (1) | St. Maarten, Dutch West Indies | ||
Blue Water Beverage Brands, Ltd. (2) | British Virgin Islands | ||
BWG Investments & Development, Ltd. (3) | British Virgin Islands |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Cash and equivalents | $68,676 | $7,357 |
Total assets measured at fair value | 68,676 | 7,357 |
Accounts payable (related party) | 388,203 | 192,907 |
Accounts payable (non-related) | 18,000 | 33,000 |
Convertible notes payable, net of unamortized debt discount | 39,099 | 27,558 |
Accrued Interest | 6,487 | 1,973 |
Total liabilities measured at fair value | 451,789 | 255,438 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ' | ' |
Cash and equivalents | 68,676 | 7,357 |
Total assets measured at fair value | 68,676 | 7,357 |
Accounts payable (related party) | ' | ' |
Accounts payable (non-related) | 18,000 | 33,000 |
Convertible notes payable, net of unamortized debt discount | ' | ' |
Accrued Interest | 6,487 | ' |
Total liabilities measured at fair value | 24,487 | 33,000 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Cash and equivalents | ' | ' |
Total assets measured at fair value | ' | ' |
Accounts payable (related party) | 388,203 | 192,907 |
Total liabilities measured at fair value | 388,203 | 192,907 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Cash and equivalents | ' | ' |
Total assets measured at fair value | ' | ' |
Accounts payable (related party) | ' | ' |
Convertible notes payable, net of unamortized debt discount | 39,099 | 27,558 |
Total liabilities measured at fair value | $39,099 | $27,558 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Unamortized debt discount | $240,901 | $77,442 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Long-term investments, shares | 20,000,000 |
Long term investments, value | $0 |
Share purchase warrants | 3,000,000 |
Level 1 [Member] | ' |
Share purchase warrants | 1,000,000 |
Share price | $0.01 |
Level 2 [Member] | ' |
Share purchase warrants | 1,000,000 |
Share price | $0.01 |
Level 3 [Member] | ' |
Share purchase warrants | 1,000,000 |
Share price | $0.02 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Accumulated Net Loss | ($1,457,599) |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details Narrative) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Unamortized debt discount | ($240,901) | ($77,442) |
Issuance of common shares for conversion of debt, amount | 5,000 | ' |
Asher Note 1 [Member] | ' | ' |
Principal Amount | 32,500 | ' |
Interest Rate | 8.00% | ' |
Maturity date | 18-Jun-14 | ' |
Convertible rate | 58.00% | ' |
Beneficial conversion feature discount | 32,500 | ' |
Asher Note 2 [Member] | ' | ' |
Principal Amount | 37,500 | ' |
Interest Rate | 8.00% | ' |
Maturity date | 7-May-14 | ' |
Convertible rate | 58.00% | ' |
Beneficial conversion feature discount | 33,033 | ' |
Asher Note 3 [Member] | ' | ' |
Principal Amount | 27,500 | ' |
Interest Rate | 8.00% | ' |
Maturity date | 26-Sep-14 | ' |
Convertible rate | 58.00% | ' |
Beneficial conversion feature discount | 27,500 | ' |
Mermaid Note [Member] | ' | ' |
Gross proceeds from note | 35,000 | ' |
Principal Amount | 30,000 | ' |
Interest Rate | 10.00% | ' |
Maturity date | 9-Oct-15 | ' |
Convertible price per share | $0.00 | ' |
Beneficial conversion feature discount | 35,000 | ' |
Convertible notes payable | 32,503 | ' |
Accrued Interest | 2,503 | ' |
Unamortized debt discount | 20,913 | ' |
Issuance of common shares for conversion of debt, shares | 10,000,000 | ' |
Issuance of common shares for conversion of debt, amount | 5,000 | ' |
JMJ Note [Member] | ' | ' |
Original Note | 335,000 | ' |
Gross proceeds from note | 300,000 | ' |
Original Issue Discount | 35,000 | ' |
Principal Amount | 39,083 | ' |
Interest Rate | 12.00% | ' |
Convertible price per share | $0.02 | ' |
Convertible notes payable | 39,083 | ' |
Accrued Interest | 0 | ' |
Prim Note [Member] | ' | ' |
Principal Amount | 100,000 | ' |
Interest Rate | 10.00% | ' |
Maturity date | 26-Mar-16 | ' |
Convertible price per share | $0.00 | ' |
Beneficial conversion feature discount | 100,000 | ' |
Convertible notes payable | 102,603 | ' |
Accrued Interest | 2,603 | ' |
Unamortized debt discount | 86,952 | ' |
AB Note 1 [Member] | ' | ' |
Principal Amount | 50,000 | ' |
Interest Rate | 8.00% | ' |
Beneficial conversion feature discount | 50,000 | ' |
Convertible notes payable | 50,460 | ' |
Accrued Interest | 460 | ' |
Unamortized debt discount | 44,247 | ' |
LG Note 1 [Member] | ' | ' |
Principal Amount | 100,000 | ' |
Interest Rate | 8.00% | ' |
Beneficial conversion feature discount | 100,000 | ' |
Convertible notes payable | 100,921 | ' |
Accrued Interest | 921 | ' |
Unamortized debt discount | $88,493 | ' |
Convertible_Promissory_Notes_D1
Convertible Promissory Notes (Details Narrative) (Parenthetical) | 6 Months Ended |
Jun. 30, 2014 | |
JMJ Note [Member] | ' |
Terms | ' |
A key feature of the JMJ Note is that should Blue Water, at its sole discretion, repay all consideration received pursuant to the JMJ Note within 90 days of the Effective Date, there will be zero percent interest charged under the JMJ Note. Otherwise, there will be a one-time interest charge of 12% for all consideration received by Blue Water pursuant to the JMJ Note. | |
At any time after 180 days of the Effective Date, the Investor may convert all or part of the JMJ Note into shares of Blue Water’s common stock at the lesser of $0.011 a share or 60% of the lowest trade price in the 25 trading days prior to the conversion. | |
JMJ Financial has agreed to restrict its ability to convert the JMJ 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 JMJ Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of Blue Water. The JMJ Note also provides for penalties and rescission rights if Blue Water does not deliver shares of its common stock upon conversion within the required timeframes. | |
AB Note 1 [Member] | ' |
Terms | ' |
The Company has the right to repay the AB Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. | |
Adar Bays may convert the outstanding principal on the AB Notes into shares of the Company’s common stock beginning no earlier than 180 days from the date of issue at the conversion price per share equal to 55% of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion. There is no minimum conversion price. | |
LG Note 1 [Member] | ' |
Terms | ' |
The Company has the right to repay the LG Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. | |
LG Capital may convert the outstanding principal on the LG Notes into shares of the Company’s common stock beginning no earlier than 180 days from the date of issue at the conversion price per share equal to 55% of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion. There is no minimum conversion price. |
Convertible_Promissory_Notes_I
Convertible Promissory Notes Interest Expense (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Asher Note 1 [Member] | ' | ' |
Interest Expense | ' | $32,500 |
Asher Note 2 [Member] | ' | ' |
Interest Expense | ' | 33,033 |
Asher Note 3 [Member] | ' | ' |
Interest Expense | ' | 27,500 |
Mermaid Note [Member] | ' | ' |
Interest Expense | 4,922 | 9,845 |
Prim Note [Member] | ' | ' |
Interest Expense | 12,362 | 13,048 |
AB Note 1 [Member] | ' | ' |
Interest Expense | ' | 5,753 |
LG Note 1 [Member] | ' | ' |
Interest Expense | ' | $11,507 |
Convertible_Promissory_Notes_C
Convertible Promissory Notes - Convertible Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Convertible notes payable | $39,099 | $27,558 |
Mermaid Note [Member] | ' | ' |
Principal Amount | 30,000 | ' |
Prim Note [Member] | ' | ' |
Principal Amount | 100,000 | ' |
AB Note 1 [Member] | ' | ' |
Principal Amount | 50,000 | ' |
LG Note 1 [Member] | ' | ' |
Principal Amount | $100,000 | ' |
Investment_Agreement_with_Dutc1
Investment Agreement with Dutchess Opportunity Fund II, LP (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Common stock available for investment | $5,000,000 |
Common stock avaiable, shares | 20,000,000 |
Aggregate net proceeds | $42,563 |
Share price | $0.01 |
Common stock issued for investment agreement, shares | 4,174,963 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | Sep. 09, 2013 | Sep. 07, 2013 | |
Equity [Abstract] | ' | ' | ' | ' |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | 70,000,000 | ' |
Common Stock, Shares Issued | 243,206,213 | 229,331,250 | 227,031,250 | 22,703,125 |
Par value | $0.00 | $0.00 | ' | ' |
Shares issued during period | 13,874,963 | ' | ' | ' |
Preferred_Stock_Details_Narrat
Preferred Stock (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Equity [Abstract] | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Stock_Purchase_WarrantsAssumpt
Stock Purchase Warrants-Assumptions (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Stock Purchase Warrants-Assumptions Details | ' |
Exepected Life (years) | '1 year |
Weighted average volatility | 167.82% |
Weighted average risk-free Interest | 0.13% |
Expected dividend rate | 0.00% |
Stock_Purchase_Warrants_Detail
Stock Purchase Warrants (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
$0.005 [Member] | ' |
Warrant exercise price per share | $0.01 |
Otustanding Warrants | 1,000,000 |
Life (in years) | '1 year |
$0.01 [Member] | ' |
Warrant exercise price per share | $0.01 |
Otustanding Warrants | 1,000,000 |
Life (in years) | '1 year |
$0.015 [Member] | ' |
Warrant exercise price per share | $0.02 |
Otustanding Warrants | 1,000,000 |
Life (in years) | '1 year |
Investments_Details_Narrative
Investments (Details Narrative) (USD $) | Jun. 30, 2014 |
Investments, Debt and Equity Securities [Abstract] | ' |
Long-term investments, shares | 20,000,000 |
Long term investments, value | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Accounts payable acquired | $388,203 |
Increase in accounts payable acquired | $195,296 |
Ownership | 68.30% |