Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 10, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Blue Water Global Group, Inc. | ||
Entity Central Index Key | 1516332 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
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 Public Float | $789,665 | ||
Entity Common Stock, Shares Outstanding | 120,939,547 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and equivalents | $192,556 | $7,357 |
Vendor deposits | 28,422 | |
Materials inventory | 42,484 | |
Total current assets | 263,462 | 7,357 |
Other assets: | ||
Available for sale securities | 200,000 | |
Deposits, long-term | 2,400 | |
Tota other assets | 202,400 | |
Total assets: | 465,862 | 7,357 |
Current liabilities: | ||
Accounts payable | 8,211 | 33,000 |
Accounts payable, related party | 494,718 | 192,907 |
Convertible notes payable, net of unamortized debt discounts of $527,389 and $77,442, respectively | 106,361 | 27,558 |
Accrued interest | 6,986 | 1,973 |
Derivative liability | 1,424,011 | |
Total current liabilities | 2,040,287 | 255,438 |
Total liabilities | 2,040,287 | 255,438 |
Commitments and contingencies | ||
Stockholders' (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding | 150 | |
Common stock, $0.001 par value, 700,000,000 shares authorized; 243,206,213 and 229,331,250 shares issued and outstanding, respectively | 126,206 | 229,331 |
Additional paid-in capital | 2,844,076 | 486,852 |
(Deficit) accumulated during the development stage | -4,544,857 | -964,264 |
Total stockholders' (deficit) | -1,574,425 | -248,081 |
Total liabilities and stockholders' (deficit) | $465,862 | $7,357 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Unamortized debt discounts | $527,389 | $77,442 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 150,000 | |
Preferred Stock, shares outstanding | 150,000 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 126,206,213 | 229,331,250 |
Common stock, shares outstanding | 126,206,213 | 229,331,250 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 150,000 | |
Preferred Stock, shares outstanding | 150,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues, net | $10,000 | |
Cost of revenues | ||
Gross profit | 10,000 | |
Operating Expenses: | ||
General and administrative | 64,037 | 4,595 |
Accounting fees | 17,500 | 7,750 |
Advertising and marketing | 22,403 | 6,711 |
Consulting fees | 353,075 | 64,109 |
Legal fees | 126,150 | 145,950 |
Investor relations | 35,000 | 71,581 |
Transfer agent fees | 5,002 | 4,938 |
Total operating expenses | 623,167 | 305,634 |
(Loss) from operations | -623,167 | -295,634 |
Other income (expense): | ||
Interest expense | -638,557 | -25,064 |
Loss on settlement of debt | -420,000 | |
Loss on change in fair value of derivative liability | -2,318,869 | |
Total other income (expense) | -2,957,426 | -445,064 |
Provision for income taxes | ||
Net (loss) | ($3,580,593) | ($740,698) |
Loss per share, basic and diluted | ($0.02) | $0 |
Weighted average number of common shares outstanding, basic and diluted | 230,613,706 | 211,686,387 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholder (Deficit) (USD $) | Preferred stock | Common stock | Additional Paid-In Capital [Member] | Common Stock Subscribed [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $180,000 | ($60,000) | ($223,506) | ($103,566) | ||
Beginning Balance, Shares at Dec. 31, 2012 | 180,000,000 | |||||
Issuance of Common Stock , shares | 47,300,000 | |||||
Issuance of Common Stock , amount | 47,300 | 424,460 | -470,000 | -1,760 | ||
Proceeds from common stock subscribed | 50,000 | 50,000 | ||||
Impairment of common stock subscribed | 420,000 | 420,000 | ||||
Issuance of common shares for services, shares | 2,750,000 | |||||
Issuance of common shares for services, amount | 2,750 | 26,000 | 28,750 | |||
Rescinding of consulting agreement, shares | -718,750 | |||||
Rescinding of consulting agreement, amount | -719 | -17,250 | -17,969 | |||
Discount on convertible notes with Beneficial Conversion Feature | 100,533 | 100,533 | ||||
Issuance of warrants to consultants | 13,109 | 13,109 | ||||
Net (loss) for the period | -740,698 | -740,698 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 229,331 | 486,852 | -964,264 | -248,081 | ||
Ending 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 | 33,000,000 | |||||
Issuance of common shares for conversion of debt, amount | 33,000 | 171,000 | 204,000 | |||
Impairment of common stock subscribed | ||||||
Issuance of common shares for services, shares | 10,000,000 | |||||
Issuance of common shares for services, amount | 10,000 | 91,000 | 101,000 | |||
Issuance of Series A preferred stock in exchange for common shares | 150,000 | -15,000,000 | ||||
Issuance of Series A preferred stock in exchange for common shares, amount | 150 | -150,000 | 149,850 | |||
Discount on convertible notes with Beneficial Conversion Feature | 312,500 | 312,500 | ||||
Issuance of warrants to consultants | ||||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 1,407,383 | 1,407,383 | ||||
Gain on equity investments, net of associated costs | 188,563 | 188,563 | ||||
Net (loss) for the period | -3,580,593 | -3,580,593 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $150 | $126,206 | $2,844,076 | ($4,544,857) | ($1,574,425) | |
Ending Balance, Shares at Dec. 31, 2014 | 150,000 | 126,206,213 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net (loss) | ($3,580,593) | ($740,698) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities | ||
Amortization of discount on convertible debt | 533,834 | 23,091 |
Change in fair market value of derivative liability | 2,296,245 | |
Common stock issued in connection with services provided by consultants | 101,000 | 10,781 |
Warrants issued in connection with services provided by consultants | 13,109 | |
Impairment of subscribed common stock | 420,000 | |
Common stock issued in connection with services associated with subscription receivable | 50,000 | |
Changes in operating assets and liabilities: | ||
Increase in inventory | -42,484 | |
Increase in vendor deposits | -28,422 | |
Increase in security deposits | -2,400 | |
Increase (decrease) in accounts payable | -24,789 | 33,000 |
Increase in accounts payable, related party | 301,809 | 59,042 |
Increase in accrued interest | 5,013 | 1,973 |
Net cash used in by operating activities | -440,787 | -129,702 |
Cash flows from investing activities: | ||
Payments related to available for sale securities | -11,437 | |
Net cash used in by financing activities | -11,437 | |
Cash flows from financing activities: | ||
Net proceeds from convertible promissory notes | 979,750 | 105,000 |
Net proceeds from sale of common stock | 40,803 | 1,760 |
Repayments of convertible promissory notes | -383,131 | |
Net cash provided by financing activities | 637,423 | 106,760 |
Net increase (decrease) in cash | 185,199 | -22,942 |
Cash- beginning of period | 7,357 | 30,299 |
Cash- end of period | 192,556 | 7,357 |
Non-cash investing and financing operating activities: | ||
Beneficial Conversion Feature (BCF) of convertible notes | 312,500 | 105,000 |
Conversion of debt | 204,000 | |
Settlement of derivative | 1,407,383 | |
Issuance of common shares for common stock subscribed | 420,000 | |
Issuance of preferred shares in exchange for common stock | 150,000 | |
Total Non-cash investing and financing operating activities: | 2,073,488 | 525,000 |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Income taxes |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
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 selling a line of premium rums which include its flagship rum Blue Water Ultra-Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum in St. Maarten, Dutch West Indies and Anguilla, British West Indies. 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 and for the fiscal years ended December 31, 2014 and 2013. | ||||||||||
The consolidated financial statements include the accounts of Blue Water Global Group, Inc. and its wholly owned subsidiaries, Blue Water Bar & Grill, N.V. (St Maarten, Dutch West Indies company), Blue Water Beverage Brands, Ltd (British Virgin Islands company) and BWG Investments & Development, Ltd. (British Virgin Islands company) (hereafter referred to as the “Company” or “Blue Water”). | ||||||||||
All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the fair value of stock-based compensation and derivative liabilities. | ||||||||||
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, 2014 and 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 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, 2014 and 2013 the allowance for doubtful accounts was $-0-. | ||||||||||
Vendor deposits and Inventory materials | ||||||||||
The Company has advanced funds to its contract manufacturer in production as of December 31, 2014. As of December 31, 2014, the aggregate advances were $28,422. | ||||||||||
As of December 31, 2014, the Company, after eliminating defective production, purchased 18,948 1-liter rum bottles (13,167 of Blue Water Ultra-Premium Rum™ and 5,781 of Blue Water Caribbean Gold™ Premium Rum) to be incorporated in the manufacturing process of the Company’s products at a cost of $42,484. | ||||||||||
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, 2014 and 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, 2014 and 2013, the Company had long-term investments consisting of (i) 20,000,000 shares of Stream Flow Media, Inc. and (ii) a net 15% interest in Next Level Hockey, LLC. At December 31, 2014, the Company recorded a net unrealized gain on change in available-for-sale securities of $188,563 to additional paid in capital. | ||||||||||
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. | |||||||||
All items required to be recorded or measured on a recurring basis consist of derivative liabilities and are based upon level 3 inputs. | ||||||||||
The estimated fair values of the Company’s financial instruments are as follows: | ||||||||||
Fair Value Measurement at December 31, 2014 Using: | ||||||||||
Description | 12/31/14 | Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||
Assets | ||||||||||
Cash and equivalents | $ | 192,556 | $ | 192,556 | $ | - | $ | - | ||
Vendor deposits | 28,422 | 28,422 | - | - | ||||||
Materials inventory | 42,484 | 42,484 | - | - | ||||||
Available for sale securities | 200,000 | 200,000 | - | - | ||||||
Deposits, long-term | 2,400 | 2,400 | - | - | ||||||
Total assets measured at fair value | $ | 465,862 | $ | 465,862 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable | $ | 8,211 | $ | 8,211 | $ | - | $ | - | ||
Accounts payable, related party | 494,718 | - | 494,718 | - | ||||||
Convertible notes payable, net of unamortized debt discount of $527,277 | 106,361 | - | - | 106,361 | ||||||
Accrued interest | 6,986 | 6,986 | - | - | ||||||
Derivative liability | 1,424,011 | - | - | 1,424,011 | ||||||
Total liabilities measured at fair value | $ | 2,040,287 | $ | 15,197 | $ | 494,718 | $ | 1,530,372 | ||
Fair Value Measurement at December 31, 2013 Using: | ||||||||||
Description | 12/31/13 | Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||
Assets | ||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | ||
Total assets measured at fair value | $ | 7,357 | $ | 7,357 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable | $ | 33,000 | $ | 33,000 | $ | - | $ | - | ||
Accounts payable, related party | 192,907 | - | 192,907 | |||||||
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 | ||
Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price increased approximately 332% from December 31, 2013 to December 31, 2014. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. | ||||||||||
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. The Company excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because the Company recorded a loss for the years ended December 31, 2014 and 2013. | ||||||||||
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. | ||||||||||
Accounting for Derivative Instruments | ||||||||||
All derivatives have been recorded on the balance sheet at fair value based on the Black-Scholes calculation. These derivatives, including embedded derivatives in the Company's convertible notes which have floating conversion prices based on changes to the quoted price of the Company's common stock and common stock equivalents tainted as a result of the derivative, are separately valued and accounted for on the Company's balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | ||||||||||
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. | ||||||||||
Recent Accounting Pronouncements | ||||||||||
The Company has adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. | ||||||||||
A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities. | ||||||||||
For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. | ||||||||||
The Company has chosen to adopt the provisions of the ASU, hence all of the past development stage disclosures and presentations have been eliminated. | ||||||||||
The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | ||||||||||
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during year ended December 31, 2014, the Company incurred net losses of ($3,580,593) and used $440,787 in cash for operating activities. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. | |
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
Convertible_Promissory_Notes
Convertible Promissory Notes | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Convertible Promissory Notes | NOTE 3 – CONVERTIBLE PROMISSORY NOTES | ||||
Asher Note 1 | |||||
On September 16, 2013, the Company 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 expense of the debt discount that has been recorded in the financial statements as interest expense. | |||||
Asher Note 2 | |||||
On November 8, 2013, the Company 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 expense of the debt discount that has been recorded in the financial statements as interest expense. | |||||
Asher Note 3 | |||||
On December 23, 2013 the Company 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 of the debt discount that has been recorded in the financial statements as interest expense. | |||||
Mermaid Enterprises, N.V. (Derivative Liability) | |||||
On October 9, 2013, the Company 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 Company has identified the embedded derivatives related to the Mermaid Note. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the debenture and to fair value as of each subsequent reporting date. | |||||
On August 13, 2014, when the Mermaid Note was deemed to be a derivative, the Company determined the aggregate fair value of $651,419 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 325.44%, (3) weighted average risk-free interest rate of 0.1%, (4) expected life of 1.16 years, and (5) estimated fair value of the Company’s common stock of $0.0116 per share. | |||||
The determined fair value of the embedded derivative of $651,419 was charged as a loss on change in derivative liability. | |||||
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. The shares were issued at the conversion rate as defined in the note. | |||||
On October 23, 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. The shares were issued at the conversion rate as defined in the note. | |||||
On October 31, 2014, the Company repaid the remaining Mermaid Note in full. Per the terms of the agreement, Blue Water repaid the Mermaid Note at $28,471. | |||||
At October 31, 2014 (date of payoff), the Company marked to market the fair value of the derivatives of the Mermaid Note discussed above and determined a fair value of $985,211 and accordingly recorded a loss on change in fair value of derivative liability of $438,403 from September 30, 2014 (last reporting period) and year to date loss of $462,792. . The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 290.56%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 0.94 years, and (5) estimated fair value of the Company’s common stock of $0.02 per share. | |||||
At October 31, 2014 (date of payoff), the Company reclassified the determined fair value of the derivative liability of $985,211 from liability to additional paid in capital. | |||||
JMJ Financial Note | |||||
On January 31, 2014 (“Effective Date”), the Company 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 of the debt discount has been recorded in the financial statements as interest expense. | |||||
JMJ Financial Note 2 (Derivative Liability) | |||||
On August 13, 2014 (“Effective Date”) the Company sold to JMJ Financial (“JMJ Financial”) a $335,000 Convertible Promissory Note (“JMJ Note 2”). 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. | |||||
At any time after the Effective Date, the Investor may convert all or part of the JMJ Note 2 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. | |||||
The Company has identified the embedded derivatives related to the JMJ Note 2. This embedded derivative included variable conversion or exercise features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the debenture and to fair value as of each subsequent reporting date. | |||||
At the inception of the JMJ Note 2, the Company determined the aggregate fair value of $73,394 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 318.39%, (3) weighted average risk-free interest rate of 0.43%, (4) expected life of 2 years, and (5) estimated fair value of the Company’s common stock of $0.0110 per share. | |||||
The determined fair value of the embedded derivative of $73,394 was charged as a debt discount up to the net proceeds of the note with the remainder, $32,636, charged to current period operations as a loss on change in derivative liability. | |||||
On November 7, 2014, Blue Water repaid the JMJ Note 2 in full. Per the terms of the agreement, Blue Water repaid the JMJ Note 2 at $40,758. No shares were issued in connection with the redemption of this note. | |||||
At November 7, 2014 (date of payoff), the Company marked to market the fair value of the derivatives of the JMJ Note 2 discussed above and determined a fair value of $148,840 and accordingly recorded a loss on change in fair value of derivative liability of $78,432 from September 30, 2014 (last reporting period) and a year to date loss of $80,460 . The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 288.62%, (3) weighted average risk-free interest rate of 0.51%, (4) expected life of 1.76 years, and (5) estimated fair value of the Company’s common stock of $0.025 per share. | |||||
At November 7, 2014 (date of payoff), the Company reclassified the determined fair value of the derivative liability of $148,840 from liability to additional paid in capital. During the year ended December 31, 2014, amortization of the debt discount was recorded in the financial statements as interest expense of $40,758. | |||||
Prim Note (Derivative Liability) | |||||
On March 27, 2014, the Company 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 Company has identified the embedded derivatives related to the Prim Note. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the debenture and to fair value as of each subsequent reporting date. | |||||
On August 13, 2014, when the Prim Note was deemed to be a derivative, the Company determined the aggregate fair value of $213,794 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 318.70%, (3) weighted average risk-free interest rate of 0.43%, (4) expected life of 1.62 years, and (5) estimated fair value of the Company’s common stock of $0.0110 per share. | |||||
The determined fair value of the embedded derivative of $213,794 was charged as a loss on change in derivative liability. | |||||
On September 29, 2014, the Company issued 13,000,000 shares of its common stock valued at $65,000, or $0.005 a share, as a partial redemption of this note. In conjunction with this partial conversion, the Company reduced $138,970 in its derivative liability through additional paid in capital and incurred a ($3,999) loss on change in derivative liability. | |||||
At October 31, 2014, Blue Water repaid the Prim Note in full. Per the terms of the agreement, Blue Water repaid the Prim Note at $40,403. | |||||
At October 31, 2014 (date of payoff), the Company marked to market the fair value of the derivatives of the Prim Note discussed above and determined a fair value of $134,363 and accordingly recorded a loss on change in fair value of derivative liability of $56,933 from September 30, 2014 (last reporting period) and a year to date loss of 59,534 . The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 290.56%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 1.40 years, and (5) estimated fair value of the Company’s common stock of $0.02 per share. | |||||
At October 31, 2014 (date of payoff), the Company reclassified the determined fair value of the derivative liability of $134,363 from liability to additional paid in capital. During the year ended December 31, 2014, amortization of the debt discount was recorded in the financial statements as interest expense of $100,000. | |||||
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. | |||||
At December 23, 2014, Blue Water repaid the Adar Bays Note in full. Per the terms of the agreement, Blue Water repaid the Adar Bay Note at $50,000. This note incurred an aggregate of $50,000 in amortization of debt discount that has been recorded in the financial statements as interest expense during the year ended December 31, 2014. | |||||
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. | |||||
At December 22, 2014, Blue Water repaid the LG Capital Note in full. Per the terms of the agreement, Blue Water repaid the LG Capital at $100,000. This note incurred an aggregate of $100,000 in amortization of debt discount that has been recorded in the financial statements as interest expense during the year ended December 31, 2014. | |||||
KBM Worldwide Note 1 (Derivative Liability) | |||||
On August 26, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“KBM Note 1”) in the principal amount $53,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between KBM Worldwide, Inc. (“KBM”), a New York corporation, and Blue Water. The KBM Note 1 matures on May 28, 2015. The KBM 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. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the KBM Note 1, the Company determined the aggregate fair value of $85,972 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 318.74%, (3) weighted average risk-free interest rate of 0.085%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.0116 per share. | |||||
The determined fair value of the embedded derivative of $85,972 was charged as a debt discount up to the net proceeds of the note with the remainder, $32,972, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the KBM Note 1 discussed above and determined a fair value of $137,009. The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 278.07%, (3) weighted average risk-free interest rate of 0.12%, (4) expected life of 0.41 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $51,035 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the KBM Note 1 was $54,476, which includes $1,475 in accrued interest. During the year ended December 31, 2014 this note incurred $24,476 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $28,524. | |||||
Subsequently on January 23, 2015, the Company repaid the KBM Note 1 in full. Per the terms of the agreement, the Company repaid the KBM Note 1 at $73,269.23. | |||||
KBM Worldwide Note 2 (Derivative Liability) | |||||
On October 1, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“KBM Note 2”) in the principal amount $43,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between KBM Worldwide, Inc. (“KBM”), a New York corporation, and Blue Water. The KBM Note 2 matures on July 3, 2015. The KBM 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. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the KBM Note 2, the Company determined the aggregate fair value of $38,021 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.10%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.0112 per share. | |||||
The determined fair value of the embedded derivative of $38,021 was charged as a debt discount of the note. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the KBM Note 2 discussed above and determined a fair value of $46,524. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% to 227%, (3) weighted average risk-free interest rate of 0.12%, (4) expected life of 0.50 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $8,503 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the KBM Note 2 was $43,858, which includes $858 in accrued interest. During the year ended December 31, 2014 this note incurred $12,581 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $25,440. | |||||
Subsequently on February 23, 2015, the Company repaid the KBM Note 2 in full. Per the terms of the agreement, the Company repaid the KBM Note 2 at $59,369. | |||||
KBM Worldwide Note 3 (Derivative Liability) | |||||
On November 13, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“KBM Note 3”) in the principal amount $65,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between KBM Worldwide, Inc. (“KBM”), a New York corporation, and Blue Water. The KBM Note 3 matures on August 17, 2015. The KBM 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. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the KBM Note 3, the Company determined the aggregate fair value of $62,619 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% to 227%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.76 years, and (5) estimated fair value of the Company’s common stock of $0.022 per share. | |||||
The determined fair value of the embedded derivative of $62,619 was charged as a debt discount of the note. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the KBM Note 3 discussed above and determined a fair value of $69,058. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.63 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $6,439 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the KBM Note 3 was $65,684, which includes $684 in accrued interest. During the year ended December 31, 2014 this note incurred $10,851 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $51,768. | |||||
Auctus Private Equity Fund LLC Note (Derivative Liability) | |||||
On November 19, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Auctus Note”) in the principal amount $56,250 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Auctus Private Equity Fund LLC. (“Auctus”), a Nevada corporation, and Blue Water. The Auctus Note matures on August 19, 2015. The Auctus Note is convertible at 55% of the average of the lowest two trading prices of Blue Water’s common stock during the twenty five trading day period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the Auctus Note, the Company determined the aggregate fair value of $69,066 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1)dividend yield of 0%; (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.024 per share. | |||||
The determined fair value of the embedded derivative of $69,066 was charged as a debt discount up to the net proceeds of the note with the remainder, $12,816, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the Auctus Note discussed above and determined a fair value of $85,325. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 227 to 235%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.63 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $16,259 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the Auctus Note was $56,768, which includes $518 in accrued interest. During the year ended December 31, 2014 this note incurred $8,654 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $47,596. | |||||
Cardinal Capital Group, Inc. Note (Derivative Liability) | |||||
On November 14, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Cardinal Note”) in the principal amount $33,500 and net proceeds of $30,000 after taking into consideration an Original Issue Discount (“OID”) of $3,500. The Cardinal Note matures on November 14, 2016. The Cardinal Note is convertible at 55% of the lowest daily closing bid of Blue Water’s common stock during the twenty trading day period prior to the conversion date. | |||||
At the inception of the Cardinal Note, the Company determined the aggregate fair value of $109,829 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 287.90%, (3) weighted average risk-free interest rate of 0.54%, (4) expected life of 2.0 years, and (5) estimated fair value of the Company’s common stock of $0.021 per share. | |||||
The determined fair value of the embedded derivative of $109,829 was charged as a debt discount up to the net proceeds of the note with the remainder, $76,329, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the Cardinal Note discussed above and determined a fair value of $121,604. The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 278.07%, (3) weighted average risk-free interest rate of 0.67%, (4) expected life of 1.87 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $11,775 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the Cardinal Note was $33,500. During the year ended December 31, 2014 this note incurred $2,154 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $31,346. | |||||
JSJ Investments, Inc. Note (Derivative Liability) | |||||
On November 19, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“JSJ Note”) in the principal amount $100,000, net proceeds of $95,000 after taking into consideration an Original Issue Discount (“OID”) of $5,000. The JSJ Note matures on May 19, 2015. The JSJ Note is convertible at 50% of the lowest trading stock price of Blue Water’s common stock during the twenty trading day period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the JSJ Note, the Company determined the aggregate fair value of $139,851 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) | |||||
dividend yield of 0%; (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.50 years, and (5) estimated fair value of the Company’s common stock of $0.024 per share. | |||||
The determined fair value of the embedded derivative of $139,851 was charged as a debt discount up to the net proceeds of the note with the remainder, $39,851, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the JSJ Note discussed above and determined a fair value of $170,992. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.38 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $31,141for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the JSJ Note was $100,000. During the year ended December 31, 2014 this note incurred $23,204 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $76,796. | |||||
Subsequently on January 23, 2015, the Company repaid the JSJ Note in full. Per the terms of the agreement, the Company repaid the JSJ Note at $144,188. | |||||
Macallan Partners, LLC Note (Derivative Liability) | |||||
On November 19, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Macallan Note”) in the principal amount $50,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Macallan Partners, LLC. (“Macallan”) and Blue Water. The Macallan Note matures on December 1,, 2015. The Macallan Note is convertible at 55% of the lowest closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the Macallan Note, the Company determined the aggregate fair value of $56,199 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 286.43%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.03 years, and (5) estimated fair value of the Company’s common stock of $0.024 per share. | |||||
The determined fair value of the embedded derivative of $56,199 was charged as a debt discount up to the net proceeds of the note with the remainder, $6,199, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the Macallan Note discussed above and determined a fair value of $58,100. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.92 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $1,901 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the Macallan Note was $50,460 which includes $460 in accrued interest. During the year ended December 31, 2014 this note incurred $5,570 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $44,430. | |||||
Tangiers Investment Group, LLC Note (Derivative Liability) | |||||
On November 13, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Tangiers Note”) in the principal amount $220,000 (funded $55,000), net proceeds of $50,000 after taking into consideration an Original Issue Discount (“OID”) of $5,000. The Tangiers Note matures on November 13, 2015. The Tangiers Note is convertible at 55% of the lowest daily closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date after 180 days. | |||||
At the inception of the Tangiers Note, the Company determined the aggregate fair value of $176,827 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 287.63%, (3) weighted average risk-free interest rate of 0.53%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.022 per share. | |||||
The determined fair value of the embedded derivative of $176,827 was charged as a debt discount up to the net proceeds of the note with the remainder, $121,827, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the Tangiers Note discussed above and determined a fair value of $186,306. The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 278.07%, (3) weighted average risk-free interest rate of 0.67%, (4) expected life of 0.87 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $9,479 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the Tangiers Note was $55,000. During the year ended December 31, 2014 this note incurred $7,233 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $47,767. | |||||
Adar Bays, LLC #2 Note (Derivative Liability) | |||||
On December 22, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Adar Note”) in the principal amount $50,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Adar Bays LLC (“Adar”) and Blue Water. The Adar Note matures on December 22, 2015. The Adar Note is convertible at 58% of the average of the three lowest trading stock prices of Blue Water’s common stock during the ten trading day period prior to the conversion date after 180 days. | |||||
At the inception of the Adar Note, the Company determined the aggregate fair value of $110,001 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 278.76%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.025 per share. | |||||
The determined fair value of the embedded derivative of $110,001 was charged as a debt discount up to the net proceeds of the note with the remainder, $60,001, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the Adar Note discussed above and determined a fair value of $171,497. The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 278.07%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.98 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $61,496 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the Adar Note was $50,099 which includes $99 in accrued interest. During the year ended December 31, 2014 this note incurred $1,233 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $48,767. | |||||
LG Capital Funding LLC #2 Note (Derivative Liability) | |||||
On December 22, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“LG Note”) in the principal amount $100,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between LG Capital Funding LLC (“LG”) and Blue Water. The LG Note matures on December 22, 2015. The LG Note is convertible at 55% of the three lowest daily closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date after 180 days. | |||||
At the inception of the LG Note, the Company determined the aggregate fair value of $220,001 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 278.76%, (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.025 per share. | |||||
The determined fair value of the embedded derivative of $220,001 was charged as a debt discount up to the net proceeds of the note with the remainder, $120,001, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the LG Note discussed above and determined a fair value of $342,995. The fair value of the embedded derivatives was determined using Black-Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 278.07%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.98 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $122,993 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the LG Note was $100,197 which includes $197 in accrued interest. During the year ended December 31, 2014 this note incurred $2,466 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $97,534. | |||||
Black Mountain Equities, Inc. Note (Derivative Liability) | |||||
On December 22, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Black Note”) in the principal amount $250,000 (funded $25,000), net proceeds of $22,500 after taking into consideration an Original Issue Discount (“OID”) of $2,500. The Black Note matures on December 22, 2015. The Black Note is convertible at 60% of the lowest trading price of Blue Water’s common stock during the twenty five trading days period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||
At the inception of the Black Note, the Company determined the aggregate fair value of $31,751 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223%, to 235% (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.025 per share. | |||||
The determined fair value of the embedded derivative of $31,751 was charged as a debt discount up to the net proceeds of the note with the remainder, $3,751, charged to current period operations as non-cash loss on change in derivative liability. | |||||
At December 31, 2014, the Company marked to market the fair value of the derivatives of the Black Note discussed above and determined a fair value of $34,601. The fair value of the embedded derivatives was determined using Lattice Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223% to 235%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.98 years, and (5) estimated fair value of the Company’s common stock of $0.038 per share. | |||||
The Company recorded a loss on change in derivative liability of $2,850 for the year ended December 31, 2014. | |||||
As of December 31, 2014, the outstanding balance due on the Black Note was $28,000 including one time interest of $3,000. During the year ended December 31, 2014 this note incurred $690 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of December 31, 2014, the remaining unamortized debt discount was $27,310. | |||||
The table below provides a summary of the convertible promissory notes as of December 31, 2014: | |||||
Description- | Amount ($) | ||||
KBM Note 1 | 53,000 | ||||
KBM Note 2 | 43,000 | ||||
KBM Note 3 | 65,000 | ||||
Auctus Note | 56,250 | ||||
Cardinal Note | 33,500 | ||||
JSJ Note | 100,000 | ||||
Macallan Note | 50,000 | ||||
Tangiers Note | 55,000 | ||||
Adars Bay Note | 50,000 | ||||
LG Capital Note | 100,000 | ||||
Black Mountain Equities Note | 28,000 | ||||
Less unamortized debt discount | -527,389 | ||||
Net | $ | 106,361 | |||
The table below sets forth a summary of changes in the fair value of the Company debt derivative for the year ended December 31, 2014: | |||||
Debt | |||||
Derivative | |||||
Liability | |||||
Balance, December 31, 2013 | - | ||||
Transfers in (out): | |||||
Fair value of initial derivative at inception | 2,038,751 | ||||
Fair value of debt derivative at note extinguishment transferred to equity | -1,407,383 | ||||
Mark-to-market at December 31, 2014: | |||||
Embedded derivative | 792,643 | ||||
Balance, December 31, 2014 | $ | 1,424,011 |
Investment_Agreement_with_Dutc
Investment Agreement with Dutchess Opportunity Fund II, LP | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
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. | |
On June 10, 2014 the Company terminated the Investment Agreement with Dutchess and subsequently withdrew its effective registration statement with the SEC. | |
The Company received aggregate net proceeds of $42,563, or approximately $0.01 a share, from the sale of 4,174,963 registered shares of our common stock under the Dutchess Investment Agreement during the term of this agreement. |
Equity
Equity | 12 Months Ended | ||
Dec. 31, 2014 | |||
Equity [Abstract] | |||
Equity | NOTE 5 – EQUITY | ||
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. | |||
On November 13, 2014, the Company’s board of directors designated 1,000,000 shares of preferred stock as Series A Preferred Stock at $0.001 par value. Series A Preferred Stock shall rank superior to all other classes of stock including common and other future classes of preferred in regard to liquidation, dissolution or winding up of the Company. The Series A Preferred Stock shall participate in all legal dividends declared by the board of directors and shall have the right to vote on all matters with holders of common stock with 1,000 for each share of Series A Preferred Stock. | |||
After a minimum holding period of two years from the date of issuance, the holders of Series A Preferred stock, at their election, convert into shares of common stock at a conversion rate of 1,000 shares of common for each share of Series A Preferred stock converted. | |||
On November 14, 2014, the Company exchanged 150,000,000 shares of common stock held by a shareholder for 150,000 shares of Series A Preferred stock. The exchange was based on the underlying conversion rate of the Series A Preferred Stock. | |||
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 fiscal year ended December 31, 2014 the Company issued an aggregate of 46,874,963 shares of its common stock for $216,803 ($115,803 for cash and $101,000 for services). The valuations of common stock issued for services were based upon the fair value of the common stock and did not differ materially from the fair value of the services rendered. | |||
Additionally, on November 13, 2014 Taurus tendered 150,000,000 shares of our common stock in exchange for 150,000 shares of our Series A Preferred Stock. These shares of common stock were subsequently cancelled by the Company. | |||
As of December 31, 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 126,206,213 shares of its common stock issued and outstanding. | |||
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 in December 2013. 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- | ||
As of December 31, 2014, all outstanding warrants were canceled in connection with the service contract cancellation. |
Investments
Investments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Investment Agreement with Dutchess Opportunity Fund II, LP | NOTE 6 – 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, 2014: | |||||||||
As of December 31, 2014 | |||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||
Equity securities (1) | $ | - | $ | 188,563 | $ | - | $ | 188,563 | |
Total | $ | - | $ | 188,563 | $ | - | $ | 188,563 | |
-1 | |||||||||
The Company’s long-term AFS securities consisted of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $188,563 and a net 15% interest in Next Level Hockey, LLC which was valued at $-0-. | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of December 31, 2013: | |||||||||
-1 | |||||||||
The Company’s long-term AFS securities consisted of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $188,563 and a net 15% interest in Next Level Hockey, LLC which was valued at $-0-. | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of December 31, 2013: | |||||||||
As of December 31, 2013 | |||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||
Equity securities (1) | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - | |
-1 | |||||||||
The Company’s long-term AFS securities consisted solely of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $-0-. | |||||||||
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. |
Contractual_Obligations
Contractual Obligations | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Contractual Obligations | NOTE 7 – CONTRACTUAL OBLIGATIONS | |||||||
The following table summarizes the Company’s contractual obligations as of December 31, 2014: | ||||||||
Due Within | ||||||||
Description | Total | 2015 | 2016 | |||||
Convertible promissory notes | $ | 630,750 | $ | 597,250 | $ | 33,500 | ||
Warehouse, St. Maarten (1) | 28,645 | 14,245 | 14,400 | |||||
Total | $ | 659,395 | $ | 611,495 | $ | 47,900 | ||
-2 | ||||||||
On January 1, 2015, the Company entered into a two-year lease agreement for a warehouse in St. Maarten, Dutch West Indies. Rent is fixed at $1,200 per month throughout the term of the lease. The first month’s rent was pro-rated at $1,045. |
Strategic_Alliance_Agreement_w
Strategic Alliance Agreement with Taurus Financial Partners, LLC | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Strategic Alliance Agreement with Taurus Financial Partners, LLC | NOTE 8 – 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 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 April 6, 2015 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 preparing and filing its Form 15c2-11 with FINRA to obtain its 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 and expanding the distribution and marking of its premium distilled spirits. | |
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). | |
During the years ended December 31, 2014 and 2013, the Company had accumulated $11,437 and $-0-, respectively, in costs related to the Stream Flow shares, recorded to additional paid in capital. During the year ended December 31, 2014, the Company recorded an unrealized gain of $188,563 relating to its stock holdings based on expected market listing. Accordingly, the Company carried the Stream Flow shares at $200,000 and $-0- valuation on the balance sheet as of December 31, 2014 and 2013, respectively. | |
Next Level Hockey, LLC | |
On September 5, 2014 the Company entered into a definitive agreement with Next Level Hockey, LLC (“Next Level”), a New Jersey limited liability company. As per the terms of this transaction, the Company will receive a net 15% equity interest in Next Level when it goes public on the OTCBB in return for the Company agreeing to pay all of Next Level’s expenses related to obtaining a listing on the OTCBB. | |
Next Level will convert from a limited liability company to a “C” corporation during the three months ending December 31, 2014 and will prepare and submit its initial Registration Statement on Form S-1 with the SEC during the three months ending March 31, 2015. | |
The Company accounts for its Next Level investment 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, 2014, the Company had accumulated $-0- in costs related to the Next Level investment and there were no observable inputs for a fair valuation. Accordingly, the Company carried the Next Level investment at a $-0- valuation on the balance sheet for the period. |
Subsidiaries
Subsidiaries | 12 Months Ended | ||
Dec. 31, 2014 | |||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||
Subsidiaries | NOTE 9 – SUBSIDIARIES | ||
As of December 31, 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 December 31, 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 December 31, 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 December 31, 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 | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 – RELATED PARTY TRANSACTIONS |
As of December 31, 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 December 31, 2014 and 2013, the Company’s accounts payable to Taurus aggregated $494,718 and $192,907, respectively. | |
As of December 31, 2014, Taurus owned 16,000,000 shares of the Company’s issued and outstanding common stock and 150,000 shares of the Company’s issued and outstanding preferred stock, which represented 12.7% and 100% of each class of securities, respectively. 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. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Income Tax Disclosure [Abstract] | |||||||
Income Taxes | NOTE 11 – INCOME TAXES | ||||||
The provision (benefit) for income taxes for the years ended December 31, 2014 and 2013 was as follows, assuming a 35% effective tax rate: | |||||||
For the fiscal year ended December 31, | For the fiscal year ended December 31, | ||||||
2014 | 2013 | ||||||
Current tax provision: | |||||||
Federal | |||||||
Taxable income | $ | - | $ | - | |||
Total current tax provision | $ | - | $ | - | |||
Deferred tax provision: | |||||||
Federal | |||||||
Loss carryforwards | $ | 231,748 | $ | 287,131 | |||
Change in valuation allowance | -231,748 | -287,131 | |||||
Total deferred tax provision | $ | - | $ | - | |||
As of December 31, 2014, the Company had approximately $1,052,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2033. | |||||||
The Company provided a valuation allowance equal to the deferred income tax assets for the period from March 3, 2011 (inception) to December 31, 2014 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. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS |
On January 23, 2015, the Company repaid the KBM Note 1 described in Note 3 in full with no conversion. Per the terms of the agreement, the Company repaid the KBM Note 1 at $73,269. | |
On January 23, 2015, the Company repaid the JSJ Note described in Note 3 in full with no conversion. Per the terms of the agreement, the Company repaid the JSJ Note at $144,188. | |
On January 26, 2015, the Company entered into a Securities Purchase Agreement with Union Capital, LLC, an accredited investor (“Union Capital”), pursuant to which the Company issued Union Capital two convertible notes. The first note, due January 26, 2016 in the principal amount of $50,000 (“Union Note 1”), was issued in exchange for $50,000 in cash. The second note, due January 26, 2016 in the principal amount of $50,000 (“Union Note 2” and, together with Union Note 1, the “Union Notes”), was issued in exchange for a full-recourse, collateralized promissory note from Union Capital in the amount of $50,000 (“Union Payment Note”). The Union Payment Note is due on September 26, 2015, unless we do not meet the current public information requirement pursuant to Rule 144, in which case both Union Note 2 and the Union Payment Note may be cancelled. The Union Payment Note is secured by Union Note 1. Interest on the Union Notes accrues at the rate of 8% per annum. | |
On January 27, 2015, the Company issued a Convertible Promissory Note (“JSJ Note”) in the principal amount $100,000 to JSJ Investments, Inc. (“JSJ”). The JSJ Note has an Original Issue Discount (“OID”) of $5,000 and bears interest at a rate of 12%. The JSJ Note matures on May 19, 2015 (“Maturity Date”). | |
On February 9, 2015, the Company issued a Convertible Promissory Note (“Blue Citi Note”) in the principal amount $108,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Blue Citi, LLC (“Blue Citi”), a New York limited liability company, and the Company (“Blue Citi Agreement”). The Blue Citi Note matures on February 9, 2016. | |
On February 17, , the Company issued a Convertible Promissory Note (“KBM Note”) in the principal amount $79,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between KBM Worldwide, Inc. (“KBM”), a New York corporation, and Blue Water (“KBM Agreement”). The KBM Note matures on November 17, 2015. | |
On February 18, 2015, the Company received and cancelled 12,500,000 shares of its outstanding common stock, $0.001 par value. | |
On February 18, 2015, the Company issued 3,000,000 and 900,000 shares of common stock, $0.001 par value, to J. Scott Sitra and Michael Hume, respectively, in consideration of and to incentivize their ongoing services to us as executive officers. These shares were valued at $0.1099 a share, which was the closing price of our common stock as quoted by the OTC Bulletin Board on the date of issue. | |
On February 20, 2015, the Company issued a Convertible Promissory Note (“JDF Note”) in the principal amount $116,000 pursuant to the terms of a Securities Purchase Agreement between JDF Capital, Inc. (“JDF”), a New York corporation, and Blue Water (“JDF Agreement”). The JDF Note matures on February 20, 2016. | |
On February 23, 2015, the Company repaid the KBM Note 2 described in Note 3 in full with no conversion. Per the terms of the agreement, the Company repaid the KBM Note 2 at $59,369 | |
On March 31, 2015, the Company issued an aggregate of 3,333,334 shares of restricted common stock to five independent consultants. These shares were valued at $273,333, or $0.082 a share, which was the closing price of our common stock as quoted on the OTC Bulletin Board on the same day. | |
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) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
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 selling a line of premium rums which include its flagship rum Blue Water Ultra-Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum in St. Maarten, Dutch West Indies and Anguilla, British West Indies. 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 and for the fiscal years ended December 31, 2014 and 2013. | ||||||||||
The consolidated financial statements include the accounts of Blue Water Global Group, Inc. and its wholly owned subsidiaries, Blue Water Bar & Grill, N.V. (St Maarten, Dutch West Indies company), Blue Water Beverage Brands, Ltd (British Virgin Islands company) and BWG Investments & Development, Ltd. (British Virgin Islands company) (hereafter referred to as the “Company” or “Blue Water”). | ||||||||||
All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||
Use of Estimates | Use of Estimates | |||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the fair value of stock-based compensation and derivative liabilities. | ||||||||||
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, 2014 and 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 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 | |||||||||
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, 2014 and 2013 the allowance for doubtful accounts was $-0-. | ||||||||||
Vendor deposits and Inventory materials | Vendor deposits and Inventory materials | |||||||||
The Company has advanced funds to its contract manufacturer in production as of December 31, 2014. As of December 31, 2014, the aggregate advances were $28,422. | ||||||||||
As of December 31, 2014, the Company, after eliminating defective production, purchased 18,948 1-liter rum bottles (13,167 of Blue Water Ultra-Premium Rum™ and 5,781 of Blue Water Caribbean Gold™ Premium Rum) to be incorporated in the manufacturing process of the Company’s products at a cost of $42,484. | ||||||||||
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, 2014 and 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 December 31, 2014 and 2013, the Company had long-term investments consisting of (i) 20,000,000 shares of Stream Flow Media, Inc. and (ii) a net 15% interest in Next Level Hockey, LLC. At December 31, 2014, the Company recorded a net unrealized gain on change in available-for-sale securities of $188,563 to additional paid in capital. | ||||||||||
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. | |||||||||
All items required to be recorded or measured on a recurring basis consist of derivative liabilities and are based upon level 3 inputs. | ||||||||||
The estimated fair values of the Company’s financial instruments are as follows: | ||||||||||
Fair Value Measurement at December 31, 2014 Using: | ||||||||||
Description | 12/31/14 | Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||
Assets | ||||||||||
Cash and equivalents | $ | 192,556 | $ | 192,556 | $ | - | $ | - | ||
Vendor deposits | 28,422 | 28,422 | - | - | ||||||
Materials inventory | 42,484 | 42,484 | - | - | ||||||
Available for sale securities | 200,000 | 200,000 | - | - | ||||||
Deposits, long-term | 2,400 | 2,400 | - | - | ||||||
Total assets measured at fair value | $ | 465,862 | $ | 465,862 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable | $ | 8,211 | $ | 8,211 | $ | - | $ | - | ||
Accounts payable, related party | 494,718 | - | 494,718 | - | ||||||
Convertible notes payable, net of unamortized debt discount of $527,277 | 106,361 | - | - | 106,361 | ||||||
Accrued interest | 6,986 | 6,986 | - | - | ||||||
Derivative liability | 1,424,011 | - | - | 1,424,011 | ||||||
Total liabilities measured at fair value | $ | 2,040,287 | $ | 15,197 | $ | 494,718 | $ | 1,530,372 | ||
Fair Value Measurement at December 31, 2013 Using: | ||||||||||
Description | 12/31/13 | Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||
Assets | ||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | ||
Total assets measured at fair value | $ | 7,357 | $ | 7,357 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable | $ | 33,000 | $ | 33,000 | $ | - | $ | - | ||
Accounts payable, related party | 192,907 | - | 192,907 | |||||||
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 | ||
Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price increased approximately 332% from December 31, 2013 to December 31, 2014. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. | ||||||||||
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. The Company excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because the Company recorded a loss for the years ended December 31, 2014 and 2013. | ||||||||||
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. | ||||||||||
Accounting for Derivative Instruments | Accounting for Derivative Instruments | |||||||||
All derivatives have been recorded on the balance sheet at fair value based on the Black-Scholes calculation. These derivatives, including embedded derivatives in the Company's convertible notes which have floating conversion prices based on changes to the quoted price of the Company's common stock and common stock equivalents tainted as a result of the derivative, are separately valued and accounted for on the Company's balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | ||||||||||
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. | ||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||
The Company has adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™. | ||||||||||
A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities. | ||||||||||
For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. | ||||||||||
The Company has chosen to adopt the provisions of the ASU, hence all of the past development stage disclosures and presentations have been eliminated. | ||||||||||
The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The estimated fair values of the Company’s financial instruments are as follows: | |||||||||
Fair Value Measurement at December 31, 2014 Using: | ||||||||||
Description | 12/31/14 | Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||
Assets | ||||||||||
Cash and equivalents | $ | 192,556 | $ | 192,556 | $ | - | $ | - | ||
Vendor deposits | 28,422 | 28,422 | - | - | ||||||
Materials inventory | 42,484 | 42,484 | - | - | ||||||
Available for sale securities | 200,000 | 200,000 | - | - | ||||||
Deposits, long-term | 2,400 | 2,400 | - | - | ||||||
Total assets measured at fair value | $ | 465,862 | $ | 465,862 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable | $ | 8,211 | $ | 8,211 | $ | - | $ | - | ||
Accounts payable, related party | 494,718 | - | 494,718 | - | ||||||
Convertible notes payable, net of unamortized debt discount of $527,277 | 106,361 | - | - | 106,361 | ||||||
Accrued interest | 6,986 | 6,986 | - | - | ||||||
Derivative liability | 1,424,011 | - | - | 1,424,011 | ||||||
Total liabilities measured at fair value | $ | 2,040,287 | $ | 15,197 | $ | 494,718 | $ | 1,530,372 | ||
Fair Value Measurement at December 31, 2013 Using: | ||||||||||
Description | 12/31/13 | Quoted Prices In Active Markets For Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||
Assets | ||||||||||
Cash and equivalents | $ | 7,357 | $ | 7,357 | $ | - | $ | - | ||
Total assets measured at fair value | $ | 7,357 | $ | 7,357 | $ | - | $ | - | ||
Liabilities | ||||||||||
Accounts payable | $ | 33,000 | $ | 33,000 | $ | - | $ | - | ||
Accounts payable, related party | 192,907 | - | 192,907 | |||||||
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) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Convertible Debt | |||||
Description- | Amount ($) | ||||
KBM Note 1 | 53,000 | ||||
KBM Note 2 | 43,000 | ||||
KBM Note 3 | 65,000 | ||||
Auctus Note | 56,250 | ||||
Cardinal Note | 33,500 | ||||
JSJ Note | 100,000 | ||||
Macallan Note | 50,000 | ||||
Tangiers Note | 55,000 | ||||
Adars Bay Note | 50,000 | ||||
LG Capital Note | 100,000 | ||||
Black Mountain Equities Note | 28,000 | ||||
Less unamortized debt discount | -527,389 | ||||
Net | $ | 106,361 | |||
Debt Derivative Liability | |||||
Debt | |||||
Derivative | |||||
Liability | |||||
Balance, December 31, 2013 | - | ||||
Transfers in (out): | |||||
Fair value of initial derivative at inception | 2,038,751 | ||||
Fair value of debt derivative at note extinguishment transferred to equity | -1,407,383 | ||||
Mark-to-market at December 31, 2014: | |||||
Embedded derivative | 792,643 | ||||
Balance, December 31, 2014 | $ | 1,424,011 |
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||
Dec. 31, 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- |
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Schedule of Available-for-sale Securities Reconciliation | The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of December 31, 2014: | ||||||||
As of December 31, 2014 | |||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||
Equity securities (1) | $ | - | $ | 188,563 | $ | - | $ | 188,563 | |
Total | $ | - | $ | 188,563 | $ | - | $ | 188,563 | |
-1 | |||||||||
The Company’s long-term AFS securities consisted of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $188,563 and a net 15% interest in Next Level Hockey, LLC which was valued at $-0-. | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of December 31, 2013: | |||||||||
As of December 31, 2013 | |||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||
Equity securities (1) | $ | - | $ | - | $ | - | $ | - | |
Total | $ | - | $ | - | $ | - | $ | - |
Contractual_Obligations_Tables
Contractual Obligations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Contractual Obligations | ||||||||
Due Within | ||||||||
Description | Total | 2015 | 2016 | |||||
Convertible promissory notes | $ | 630,750 | $ | 597,250 | $ | 33,500 | ||
Warehouse, St. Maarten (1) | 28,645 | 14,245 | 14,400 | |||||
Total | $ | 659,395 | $ | 611,495 | $ | 47,900 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Income Tax Disclosure [Abstract] | |||||||
Provision for Income Taxes | |||||||
For the fiscal year ended December 31, | For the fiscal year ended December 31, | ||||||
2014 | 2013 | ||||||
Current tax provision: | |||||||
Federal | |||||||
Taxable income | $ | - | $ | - | |||
Total current tax provision | $ | - | $ | - | |||
Deferred tax provision: | |||||||
Federal | |||||||
Loss carryforwards | $ | 231,748 | $ | 287,131 | |||
Change in valuation allowance | -231,748 | -287,131 | |||||
Total deferred tax provision | $ | - | $ | - |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary Of Significant Accounting Policies Details Narrative 1 | ||
Allowance for doubtful accounts | $0 | |
Vendor deposits | 28,422 | |
Materials inventory | $42,484 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Narrative 1) (Parenthetical) | 12 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Details Narrative 1 | |
Inventory description | As of December 31, 2014, the Company, after eliminating defective production, purchased 18,948 1-liter rum bottles (13,167 of Blue Water Ultra-Premium Rum™ and 5,781 of Blue Water Caribbean Gold™ Premium Rum) to be incorporated in the manufacturing process |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Narrative 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Long-term investments, shares | 20,000,000 |
Ownership in subsidiary | 15.00% |
Gain on equity investments, net of associated costs | $188,563 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | $192,556 | $7,357 |
Vendor deposits | 28,422 | |
Materials inventory | 42,484 | |
Available for sale securities | 200,000 | |
Deposits, long-term | 2,400 | |
Total assets measured at fair value | 465,862 | 7,357 |
Accounts payable (related party) | 494,718 | 192,907 |
Accounts payable | 8,211 | 33,000 |
Convertible notes payable, net of unamortized debt discount | 106,361 | 27,558 |
Accrued Interest | 6,986 | 1,973 |
Derivative liability | 1,424,011 | |
Total liabilities measured at fair value | 2,040,287 | 255,438 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | 192,556 | 7,357 |
Vendor deposits | 28,422 | |
Materials inventory | 42,484 | |
Available for sale securities | 200,000 | |
Deposits, long-term | 2,400 | |
Total assets measured at fair value | 465,862 | 7,357 |
Accounts payable | 8,211 | 33,000 |
Accrued Interest | 6,986 | |
Total liabilities measured at fair value | 15,197 | 33,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | ||
Total assets measured at fair value | ||
Accounts payable (related party) | 494,718 | 192,907 |
Accounts payable | ||
Convertible notes payable, net of unamortized debt discount | ||
Accrued Interest | ||
Derivative liability | ||
Total liabilities measured at fair value | 494,718 | 192,907 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | ||
Total assets measured at fair value | ||
Accounts payable (related party) | ||
Convertible notes payable, net of unamortized debt discount | 106,361 | 27,558 |
Derivative liability | 1,424,011 | |
Total liabilities measured at fair value | $1,530,372 | $27,558 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Unamortized debt discount | $527,389 | $77,442 |
Increase in stock price | 332.00% |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Net Loss | ($3,580,593) | |
Net cash used in by operating activities | ($440,787) | ($129,702) |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Unamortized debt discount | ($527,389) | ($77,442) |
Asher Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 32,500 | |
Interest Rate | 8.00% | |
Maturity date | 18-Jun-14 | |
Convertible rate | 58.00% | |
Asher Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 37,500 | |
Interest Rate | 8.00% | |
Maturity date | 7-May-14 | |
Convertible rate | 58.00% | |
Asher Note 3 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 27,500 | |
Interest Rate | 8.00% | |
Maturity date | 26-Sep-14 | |
Convertible rate | 58.00% | |
Mermaid Note [Member] | ||
Debt Instrument [Line Items] | ||
Gross proceeds from note | 35,000 | |
Interest Rate | 10.00% | |
Maturity date | 9-Oct-15 | |
Convertible price per share | $0.00 | |
JMJ Note [Member] | ||
Debt Instrument [Line Items] | ||
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 | |
Prim Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 100,000 | |
Interest Rate | 10.00% | |
Maturity date | 26-Mar-16 | |
Convertible price per share | $0.01 | |
Adar Bays Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 50,000 | |
Interest Rate | 8.00% | |
LG Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 100,000 | |
Interest Rate | 8.00% | |
KBM Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 53,000 | |
Principal Amount | 53,000 | |
Interest Rate | 8.00% | |
Convertible rate | 58.00% | |
Convertible notes payable | 54,476 | |
Accrued Interest | 1,475 | |
Unamortized debt discount | 28,524 | |
KBM Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 43,000 | |
Interest Rate | 8.00% | |
Convertible notes payable | 43,858 | |
Accrued Interest | 858 | |
Unamortized debt discount | 25,440 | |
KBM Note 3 [Member] | ||
Debt Instrument [Line Items] | ||
Original Issue Discount | 62,619 | |
Principal Amount | 65,000 | |
Convertible notes payable | 65,684 | |
Accrued Interest | 684 | |
Unamortized debt discount | 51,768 | |
Actus Private Equity Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 56,250 | |
Original Issue Discount | 69,066 | |
Interest Rate | 8.00% | |
Convertible rate | 55.00% | |
Convertible notes payable | 56,768 | |
Accrued Interest | 518 | |
Unamortized debt discount | 47,596 | |
Cardinal Capital Group Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 33,500 | |
Gross proceeds from note | 30,000 | |
Original Issue Discount | 3,500 | |
Convertible notes payable | 33,500 | |
Accrued Interest | 2,154 | |
Unamortized debt discount | 31,346 | |
JSJ Investment Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 100,000 | |
Gross proceeds from note | 95,000 | |
Original Issue Discount | 5,000 | |
Convertible rate | 50.00% | |
Convertible notes payable | 100,000 | |
Unamortized debt discount | 76,796 | |
Macallan Partners Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 50,000 | |
Interest Rate | 8.00% | |
Convertible rate | 55.00% | |
Convertible notes payable | 50,460 | |
Accrued Interest | 460 | |
Unamortized debt discount | 44,430 | |
Tangiers Investment Group Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 220,000 | |
Gross proceeds from note | 50,000 | |
Original Issue Discount | 5,000 | |
Convertible rate | 55.00% | |
Convertible notes payable | 55,000 | |
Unamortized debt discount | 47,767 | |
Adar Bays Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 50,000 | |
Interest Rate | 8.00% | |
Convertible rate | 58.00% | |
Convertible notes payable | 50,099 | |
Accrued Interest | 99 | |
Unamortized debt discount | 48,767 | |
LG Capital Funding Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 100,000 | |
Interest Rate | 8.00% | |
Convertible rate | 55.00% | |
Convertible notes payable | 100,197 | |
Accrued Interest | 197 | |
Unamortized debt discount | 91,534 | |
Black Mountain Equities Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 250,000 | |
Gross proceeds from note | 22,500 | |
Original Issue Discount | 2,500 | |
Principal Amount | 28,000 | |
Convertible rate | 60.00% | |
Convertible notes payable | 28,000 | |
Accrued Interest | 3,000 | |
Unamortized debt discount | $27,310 |
Convertible_Promissory_Notes_D1
Convertible Promissory Notes (Details Narrative) (Parenthetical) | 12 Months Ended |
Dec. 31, 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. | |
Prim Note [Member] | |
Terms | On September 29, 2014, the Company issued 13,000,000 shares of its common stock valued at $65,000, or $0.005 a share, as a partial redemption of this note. In conjunction with this partial conversion, the Company reduced $138,970 in its derivative liability through additional paid in capital and incurred a ($3,999) loss on change in derivative liability. |
Adar Bays 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_D2
Convertible Promissory Notes (Details Narrative 1) (USD $) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 23, 2014 | Aug. 13, 2014 | Apr. 10, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Nov. 07, 2014 | Dec. 31, 2014 | Sep. 29, 2014 | Aug. 26, 2014 | Dec. 31, 2014 | Oct. 03, 2014 | Nov. 19, 2014 | Nov. 15, 2014 | Nov. 13, 2014 | Dec. 22, 2014 | |
Note redemption | |||||||||||||||||
Issuance of common shares for conversion of debt, amount | $204,000 | ||||||||||||||||
Beneficial conversion feature discount | 312,500 | 105,000 | |||||||||||||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 1,407,383 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | ||||||||||||||||
Expected volatility | 167.82% | ||||||||||||||||
Risk-free interest rate | 0.13% | ||||||||||||||||
Expected Life (years) | 1 year | ||||||||||||||||
Mermaid Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 28,471 | ||||||||||||||||
Issuance of common shares for conversion of debt, shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Issuance of common shares for conversion of debt, amount | 5,000 | 5,000 | 5,000 | ||||||||||||||
Price per share | $0.00 | $0.01 | $0.00 | $0.02 | $0.03 | ||||||||||||
Beneficial conversion feature discount | 651,419 | ||||||||||||||||
Gain (Loss) on derivative liablitiy | 462,792 | 438,403 | |||||||||||||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 985,211 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 325.44% | 290.56% | |||||||||||||||
Risk-free interest rate | 0.10% | 0.11% | |||||||||||||||
Expected Life (years) | 1 year 1 month 6 days | 0 years 9 months 4 days | |||||||||||||||
JMJ Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 40,758 | ||||||||||||||||
Price per share | $0.01 | ||||||||||||||||
Beneficial conversion feature discount | 73,394 | ||||||||||||||||
Gain (Loss) on derivative liablitiy | 32,636 | 78,432 | 148,840 | 80,460 | |||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 318.39% | 288.62% | |||||||||||||||
Risk-free interest rate | 0.43% | 51.50% | |||||||||||||||
Expected Life (years) | 2 years 0 months 0 days | 1 year 7 months 6 days | |||||||||||||||
Prim Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 40,403 | ||||||||||||||||
Issuance of common shares for conversion of debt, shares | 13,000,000 | ||||||||||||||||
Issuance of common shares for conversion of debt, amount | 65,000 | ||||||||||||||||
Price per share | $0.01 | $0.05 | |||||||||||||||
Beneficial conversion feature discount | 213,794 | ||||||||||||||||
Embedded derivative | 213,794 | ||||||||||||||||
Gain (Loss) on derivative liablitiy | 213,794 | 56,933 | 59,534 | -3,999 | |||||||||||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 134,363 | 138,970 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 318.70% | 290.56% | |||||||||||||||
Risk-free interest rate | 0.43% | 0.11% | |||||||||||||||
Expected Life (years) | 1 year 6 months 2 days | 1 year 4 months 0 days | |||||||||||||||
KBM Note 1 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.01 | $0.04 | |||||||||||||
Beneficial conversion feature discount | 85,972 | ||||||||||||||||
Embedded derivative | 137,009 | 137,009 | 137,009 | ||||||||||||||
Gain (Loss) on derivative liablitiy | 51,035 | 32,972 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 278.07% | 318.74% | |||||||||||||||
Risk-free interest rate | 0.12% | 0.85% | |||||||||||||||
Expected Life (years) | 0 years 4 months 1 day | 0 years 7 months 5 days | |||||||||||||||
Adar Bays Note 1 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 50,000 | ||||||||||||||||
Beneficial conversion feature discount | 50,000 | ||||||||||||||||
Amortization of debt discount | 50,000 | ||||||||||||||||
LG Note 1 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 100,000 | ||||||||||||||||
Amortization of debt discount | 100,000 | ||||||||||||||||
JMJ Note 2 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Embedded derivative | 73,394 | 73,394 | 73,394 | ||||||||||||||
KBM Note 2 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 59,369 | ||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.01 | |||||||||||||
Embedded derivative | 46,524 | 46,524 | 46,524 | 38,021 | |||||||||||||
Gain (Loss) on derivative liablitiy | 8,503 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 223.00% | 223.00% | |||||||||||||||
Risk-free interest rate | 0.12% | 0.10% | |||||||||||||||
Expected Life (years) | 0 years 5 months 0 days | 0 years 7 months 5 days | |||||||||||||||
KBM Note 3 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | ||||||||||||||
Embedded derivative | 69,058 | 69,058 | 69,058 | ||||||||||||||
Gain (Loss) on derivative liablitiy | 6,439 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | ||||||||||||||||
Expected volatility | 223.00% | ||||||||||||||||
Risk-free interest rate | 0.25% | ||||||||||||||||
Expected Life (years) | 0 years 6 months 3 days | ||||||||||||||||
Actus Private Equity Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.02 | |||||||||||||
Embedded derivative | 85,325 | 85,325 | 85,325 | 69,066 | |||||||||||||
Gain (Loss) on derivative liablitiy | 12,816 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 227.00% | 223.00% | |||||||||||||||
Risk-free interest rate | 0.13% | 0.15% | |||||||||||||||
Expected Life (years) | 0 years 6 months 3 days | 0 years 7 months 5 days | |||||||||||||||
Cardinal Capital Group Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.02 | |||||||||||||
Embedded derivative | 121,604 | 121,604 | 121,604 | 109,829 | |||||||||||||
Gain (Loss) on derivative liablitiy | 11,775 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 278.07% | 278.07% | |||||||||||||||
Risk-free interest rate | 0.67% | 0.54% | |||||||||||||||
Expected Life (years) | 1 year 8 months 7 days | 2 years | |||||||||||||||
JSJ Investment Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Payment on note | 144,188 | ||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.02 | |||||||||||||
Embedded derivative | 170,992 | 170,992 | 170,992 | 139,851 | |||||||||||||
Gain (Loss) on derivative liablitiy | 31,141 | ||||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 223.00% | 223.00% | |||||||||||||||
Risk-free interest rate | 0.25% | 0.15% | |||||||||||||||
Expected Life (years) | 0 years 3 months 8 days | 0 years 5 months | |||||||||||||||
Macallan Partners Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.02 | |||||||||||||
Embedded derivative | 58,100 | 58,100 | 58,100 | 56,199 | |||||||||||||
Gain (Loss) on derivative liablitiy | 1,901 | 6,199 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 223.00% | 286.43% | |||||||||||||||
Risk-free interest rate | 0.25% | 0.15% | |||||||||||||||
Expected Life (years) | 0 years 9 months 2 days | 1 year 0 months 3 days | |||||||||||||||
Tangiers Investment Group Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.02 | |||||||||||||
Embedded derivative | 186,306 | 186,306 | 186,306 | 176,827 | |||||||||||||
Gain (Loss) on derivative liablitiy | 9,479 | 121,827 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 278.07% | 287.63% | |||||||||||||||
Risk-free interest rate | 0.67% | 0.53% | |||||||||||||||
Expected Life (years) | 0 years 8 months 7 days | 1 year 0 months 0 days | |||||||||||||||
Adar Bays Note 2 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.03 | |||||||||||||
Embedded derivative | 171,497 | 171,497 | 171,497 | 110,001 | |||||||||||||
Gain (Loss) on derivative liablitiy | 61,496 | 60,001 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 278.76% | 278.76% | |||||||||||||||
Risk-free interest rate | 0.25% | 0.15% | |||||||||||||||
Expected Life (years) | 0 years 9 months 8 days | 1 year 0 months 0 days | |||||||||||||||
LG Capital Funding Note 2 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.03 | |||||||||||||
Embedded derivative | 342,995 | 342,995 | 342,995 | 220,001 | |||||||||||||
Gain (Loss) on derivative liablitiy | 122,993 | 120,001 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 278.06% | 278.76% | |||||||||||||||
Risk-free interest rate | 0.25% | 0.15% | |||||||||||||||
Expected Life (years) | 0 years 9 months 8 days | 1 year 0 months 0 days | |||||||||||||||
Black Mountain Equities Note [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Price per share | $0.04 | $0.04 | $0.04 | $0.03 | |||||||||||||
Embedded derivative | 34,601 | 34,601 | 34,601 | 31,751 | |||||||||||||
Gain (Loss) on derivative liablitiy | 2,850 | 3,751 | |||||||||||||||
Black-scholes option pricing method | |||||||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 223.00% | 223.00% | |||||||||||||||
Risk-free interest rate | 0.25% | 0.15% | |||||||||||||||
Expected Life (years) | 0 years 9 months 8 days | 1 year 0 months 0 days | |||||||||||||||
Asher Note 1 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Beneficial conversion feature discount | 32,500 | ||||||||||||||||
Asher Note 2 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Beneficial conversion feature discount | 33,033 | ||||||||||||||||
Asher Note 3 [Member] | |||||||||||||||||
Note redemption | |||||||||||||||||
Beneficial conversion feature discount | $27,500 |
Convertible_Promissory_Notes_D3
Convertible Promissory Notes (Details Narrative 2) (USD $) | 0 Months Ended | 12 Months Ended |
Nov. 07, 2014 | Dec. 31, 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 | |
JMJ Note [Member] | ||
Interest Expense | 40,758 | 39,083 |
Prim Note [Member] | ||
Interest Expense | 100,000 | |
LG Note 1 [Member] | ||
Interest Expense | 24,476 | |
KBM Note 2 [Member] | ||
Interest Expense | 12,581 | |
KBM Note 3 [Member] | ||
Interest Expense | 10,851 | |
Actus Private Equity Note [Member] | ||
Interest Expense | 47,596 | |
Cardinal Capital Group Note [Member] | ||
Interest Expense | 2,154 | |
JSJ Investment Note [Member] | ||
Interest Expense | 23,204 | |
Macallan Partners Note [Member] | ||
Interest Expense | 5,570 | |
Tangiers Investment Group Note [Member] | ||
Interest Expense | 7,233 | |
Adar Bays Note 2 [Member] | ||
Interest Expense | 1,233 | |
LG Capital Funding Note 2 [Member] | ||
Interest Expense | 2,466 | |
Black Mountain Equities Note [Member] | ||
Interest Expense | $690 |
Convertible_Promissory_Notes_C
Convertible Promissory Notes - Convertible Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Less unamortized debt discount | ($527,389) | ($77,442) |
Convertible notes payable | 106,361 | 27,558 |
KBM Note 1 [Member] | ||
Principal Amount | 53,000 | |
Less unamortized debt discount | 28,524 | |
KBM Note 2 [Member] | ||
Principal Amount | 43,000 | |
Less unamortized debt discount | 25,440 | |
KBM Note 3 [Member] | ||
Principal Amount | 65,000 | |
Less unamortized debt discount | 51,768 | |
Actus Note [Member] | ||
Principal Amount | 56,250 | |
Cardinal Note [Member] | ||
Principal Amount | 33,500 | |
JSJ Note [Member] | ||
Principal Amount | 100,000 | |
Macallan Note [Member] | ||
Principal Amount | 50,000 | |
Tangiers Note [Member] | ||
Principal Amount | 55,000 | |
Adars Bay Note [Member] | ||
Principal Amount | 50,000 | |
LG Capital Note [Member] | ||
Principal Amount | 100,000 | |
Black Mountain Equities Note [Member] | ||
Principal Amount | 28,000 | |
Less unamortized debt discount | $27,310 |
Convertible_Promissory_Notes_D4
Convertible Promissory Notes - Debt Derivative(Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Promissory Notes - Debt Derivativedetails | |
Transfers in (out): Fair value of initial derivative at inception | $2,038,751 |
Fair value of debt derivative at note extinguishment transferred to equity | -1,407,383 |
Mark-to-market at December 31, 2014: Embedded derivative | 792,643 |
Derivative liability | $1,424,011 |
Investment_Agreement_with_Dutc1
Investment Agreement with Dutchess Opportunity Fund II, LP (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 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 |
Preferred_Stock_Details_Narrat
Preferred Stock (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred Stock, shares issued | 150,000 | |
Preferred Stock, shares outstanding | 150,000 | |
Voting rights | 1,000 | |
Conversion of stock | 1,000 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred Stock, shares issued | 150,000 | |
Preferred Stock, shares outstanding | 150,000 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 09, 2013 | Sep. 07, 2013 | |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | 700,000,000 | 70,000,000 | |
Common Stock, Shares Issued | 126,206,213 | 126,206,213 | 229,331,250 | 227,031,250 | 22,703,125 |
Par value | $0.00 | $0.00 | $0.00 | ||
Shares issued during period, shares | 23,000,000 | 46,874,963 | |||
Shares issued during period, value | $70,000 | $216,803 | |||
Shares issued during period, cash | 115,803 | ||||
Shares issued during period, services | $101,000 | $28,750 | |||
Common stock | |||||
Issuance of Series A preferred stock in exchange for common shares | 150,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Issuance of Series A preferred stock in exchange for common shares | 150,000 |
Stock_Purchase_Warrants_Detail
Stock Purchase Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Otustanding Warrants | 3,000,000 |
Fair value of warrants | $13,109 |
$0.005 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Warrant exercise price per share | $0.01 |
Otustanding Warrants | 1,000,000 |
$0.01 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Warrant exercise price per share | $0.01 |
Otustanding Warrants | 1,000,000 |
$0.015 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Warrant exercise price per share | $0.02 |
Otustanding Warrants | 1,000,000 |
Stock_Purchase_WarrantsAssumpt
Stock Purchase Warrants-Assumptions (Details) | 12 Months Ended |
Dec. 31, 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% |
Investments_Details_Narrative
Investments (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | |
Gain on equity investments, net of associated costs | $188,563 |
Contractual_Obligations_Contra
Contractual Obligations - Contractual Obligations (Details) (USD $) | Dec. 31, 2014 |
Year 2015 | $611,495 |
Year 2016 | 47,900 |
Total obligaions | 659,395 |
Convertible Promissory Notes [Member] | |
Year 2015 | 597,250 |
Year 2016 | 33,500 |
Total obligaions | 630,750 |
Warehouse, St. Maarten [Member] | |
Year 2015 | 14,245 |
Year 2016 | 14,400 |
Total obligaions | $28,645 |
Contractual_Obligations_Detail
Contractual Obligations (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Rent | $1,200 |
Prorated rent first month | $1,045 |
Strategic_Alliance_Agreement_w1
Strategic Alliance Agreement with Taurus Financial Partners, LLC (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stream Flow Media, Inc. [Member] | |
Shares owned of subsidiary | 20,000,000 |
Ownership | 20.00% |
Related costs | $11,437 |
Unrealized gain | 188,563 |
Share, value | $200,000 |
Next Level Hockey, LLC [Member] | |
Ownership | 15.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Accounts payable acquired | 494,718 | $192,907 |
Taurus | Common stock | ||
Related Party Transaction [Line Items] | ||
Shares, owned | 160,000,000 | |
Ownership | 12.70% | |
Taurus | Preferred stock | ||
Related Party Transaction [Line Items] | ||
Shares, owned | 150,000 | |
Ownership | 100.00% |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $231,748 | $287,131 |
Change in valuation allowance | ($231,748) | ($287,131) |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 35.00% |
Tax Carryforward | $1,052,000 |
Subsequent_Event_Details_Narra
Subsequent Event (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
KBM Note 1 [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 23-Jan-15 |
Payment on note | $73,269 |
JSJ Investment Note [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 23-Jan-15 |
Payment on note | 144,188 |
Principal Amount | 100,000 |
Interest Rate | 12.00% |
Union Note 1 [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 26-Jan-15 |
Principal Amount | 50,000 |
Interest Rate | 8.00% |
Union Note 2 [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 27-Jan-15 |
Principal Amount | 50,000 |
Interest Rate | 8.00% |
Blue Citi [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 9-Feb-15 |
Principal Amount | 108,000 |
Interest Rate | 8.00% |
KBM Note [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 17-Feb-15 |
Principal Amount | 79,000 |
Interest Rate | 8.00% |
JDF Note [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 20-Feb-15 |
Principal Amount | 116,000 |
Cancelled Stock [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 18-Jan-15 |
Cancelled stock | 12,500,000 |
Officer 1 [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 18-Jan-15 |
Common stock, tendered | 3,000,000 |
Share price | $0.11 |
Officer 2 [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 18-Jan-15 |
Common stock, tendered | 900,000 |
Share price | $0.11 |
Consultants [Member] | |
Subsequent Event [Line Items] | |
Date of transaction | 31-Mar-15 |
Common stock, tendered | 3,333,334 |
Common stock, amount | $273,333 |
Share price | $0.08 |