Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Blue Water Global Group, Inc. | |
Entity Central Index Key | 1516332 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
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 Common Stock, Shares Outstanding | 120,939,547 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and equivalents | $115,218 | $192,556 |
Accounts receivable, net | 3,532 | |
Materials inventory | 103,159 | 70,906 |
Total current assets | 221,909 | 263,462 |
Property and equipment, net | 45,324 | |
Other assets: | ||
Available for sale securities | 200,000 | 200,000 |
Deposits, long-term | 2,400 | 2,400 |
Total other assets | 202,400 | 202,400 |
Total assets: | 469,633 | 465,862 |
Current liabilities: | ||
Accounts payable | 1,641 | 8,211 |
Accounts payable, related party | 512,590 | 494,718 |
Convertible notes payable, net of unamortized debt discounts of $650,063 and $527,389, respectively | 240,687 | 106,361 |
Accrued interest | 16,607 | 6,986 |
Derivative liability | 2,429,538 | 1,424,011 |
Total current liabilities | 3,201,064 | 2,040,287 |
Total liabilities | 3,201,063 | 2,040,287 |
Commitments and contingencies | ||
Stockholders' (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; Series A Preferred Stock, $0.001 par value, 1,000,000 shares designated, 150,000 and 150,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 150 | 150 |
Common stock, $0.001 par value, 700,000,000 shares authorized; 120,939,565 and 126,206,213 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 120,940 | 126,206 |
Additional paid-in capital | 4,234,503 | 2,844,076 |
(Deficit) accumulated during the development stage | -7,087,023 | -4,544,857 |
Total stockholders' (deficit) | -2,731,430 | -1,574,425 |
Total liabilities and stockholders' (deficit) | $469,633 | $465,862 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Unamortized debt discounts | $650,063 | |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 150,000 | 150,000 |
Preferred Stock, shares outstanding | 150,000 | 150,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 120,939,565 | 126,206,213 |
Common stock, shares outstanding | 120,939,565 | 126,206,213 |
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 | 150,000 |
Preferred Stock, shares outstanding | 150,000 | 150,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues, net | $4,464 | |
Cost of revenues | 1,729 | |
Gross profit | 2,735 | |
Operating Expenses: | ||
General and administrative | 475,357 | 5,595 |
Accounting fees | 9,500 | 3,000 |
Advertising and marketing | 24,451 | 7,218 |
Consulting fees | 300,182 | 178,250 |
Legal fees | 33,170 | 22,900 |
Investor relations | 15,000 | |
Transfer agent fees | 2,220 | 1,082 |
Total operating expenses | 859,880 | 218,045 |
(Loss) from operations | -857,146 | -218,045 |
Other income (expense): | ||
Interest expense | -420,775 | -35,252 |
Loss on change in fair value of derivative liability | -1,264,246 | |
Total other income (expense) | -1,685,021 | -35,252 |
Provision for income taxes | ||
Net (loss) | ($2,542,166) | ($253,297) |
Loss per share, basic and diluted | ($0.02) | $0 |
Weighted average number of common shares outstanding, basic and diluted | 120,288,453 | 184,145,991 |
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, 2013 | $229,331 | $486,852 | ($964,264) | ($248,081) | ||
Beginning Balance, Shares at Dec. 31, 2013 | 229,331,250 | |||||
Issuance of Common Stock , shares | 3,874,963 | |||||
Issuance of Common Stock , amount | 3,875 | 36,928 | ||||
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 | |||
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 | ||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 1,407,383 | |||||
Gain on equity investments, net of associated costs | 188,563 | |||||
Net (loss) for the period | -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 | ||||
Return and cancellation of previously issued shares of common stock, shares | -12,500,000 | |||||
Return and cancellation of previously issued shares of common stock, amount | -12,500 | 12,500 | ||||
Issuance of common stock for compensation, shares | 3,900,000 | 3,900,000 | ||||
Issuance of common stock for compensation, amount | 3,900 | 424,710 | 428,610 | |||
Issuance of Common Stock , amount | ||||||
Issuance of common shares for services, shares | 3,333,334 | |||||
Issuance of common shares for services, amount | 3,334 | 270,000 | 273,334 | |||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 686,719 | |||||
Gain on equity investments, net of associated costs | 200,000 | |||||
Associated costs of equity investments | -3,502 | -3,502 | ||||
Net (loss) for the period | -2,542,166 | -2,542,166 | ||||
Ending Balance, Amount at Mar. 31, 2015 | $150 | $120,940 | $4,234,503 | ($7,087,023) | ($2,731,430) | |
Ending Balance, Shares at Mar. 31, 2015 | 150,000 | 120,939,547 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net (loss) | ($2,542,166) | ($253,297) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities | ||
Depreciation | 97 | |
Amortization of discount on convertible debt | 330,326 | 32,678 |
Change in fair market value of derivative liability | 1,264,246 | |
Common stock issued in connection with services provided by consultants | 701,944 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | -3,532 | |
Increase in inventory | -32,253 | |
Increase in vendor deposits | ||
Increase in security deposits | ||
Increase (decrease) in accounts payable | -6,570 | 177,908 |
Increase in accounts payable, related party | 17,872 | -70,499 |
Increase in accrued interest | 9,622 | 2,574 |
Net cash used in by operating activities | -260,414 | -110,636 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -45,421 | |
Payments related to available for sale securities | -3,502 | |
Net cash used in by financing activities | -48,923 | |
Cash flows from financing activities: | ||
Net proceeds from convertible promissory notes | 428,000 | 162,500 |
Net proceeds from sale of common stock | 40,803 | |
Repayments of convertible promissory notes | -196,000 | |
Net cash provided by financing activities | 232,000 | 203,303 |
Net increase (decrease) in cash | -77,338 | 92,667 |
Cash- beginning of period | 192,556 | 7,357 |
Cash- end of period | 115,218 | 100,024 |
Non-cash investing and financing operating activities: | ||
Beneficial Conversion Feature (BCF) of convertible notes | 162,000 | |
Settlement of derivative | 686,719 | |
Derivative liabilities | 428,000 | |
Cancellation of shares | 12,500 | |
Total Non-cash investing and financing operating activities: | 162,500 | |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Income taxes |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
Summary of Significant Accounting Policies | NOTE 1 – Summary of Significant Accounting Policies | ||||||||||||||||||||
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. | |||||||||||||||||||||
Business and organization | |||||||||||||||||||||
Blue Water Global Group, Inc. (“Company” or “Blue Water”) is an emerging growth company that was incorporated under the laws of the State of Nevada on March 3, 2011 under the name Blue Water Restaurant Group, Inc. Blue Water amended its Articles of Incorporation on June 13, 2013 to change its name to Blue Water Global Group, Inc. The Company is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill™ brand and is preparing to launch a line of premium rums which include its flagship rum Blue Water Ultra-Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum. Additionally, the Company is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTC Bulletin Board (“OTCBB”). | |||||||||||||||||||||
Interim Financial Statements | |||||||||||||||||||||
The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |||||||||||||||||||||
The condensed balance sheet as of December 31, 2014 has been derived from audited financial statements. | |||||||||||||||||||||
Operating results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 filed with the Company’s Form 10-K with the Securities and Exchange Commission on April 13, 2015. | |||||||||||||||||||||
Basis of presentation | |||||||||||||||||||||
The Company is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill™ brand and is preparing to launch a line of premium rums which include its flagship rum Blue Water Ultra-Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum. Additionally, the Company is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTC Bulletin Board (“OTCBB”). The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. In addition, the Company has stockholders' deficiencies at March 31, 2015 and requires additional financing to fund future operations. Further, there is no assurance that approval of the Company’s products will be received and that the Company will be able to generate cash flow to fund operations from its commercial products. | |||||||||||||||||||||
The above factors raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. | |||||||||||||||||||||
Use of estimates | |||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | |||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2014 and December 31, 2013, the Company had no cash equivalents. | |||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
The Company recognizes revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is generally recognized upon shipment. | |||||||||||||||||||||
Revenue recognized during the three months ended March 31, 2015 related to sales of its of distilled spirits, which includes its flagship Blue Water Ultra Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum product. | |||||||||||||||||||||
Inventory/cost of sales | |||||||||||||||||||||
The Company maintains an inventory, which consists primarily of distilled spirits, manufactured and packaged by outside vendors, including component parts such as packaging and delivery to the Company’s warehouse. The average cost method is utilized in valuing the inventory, and is stated at the lower of cost or market. | |||||||||||||||||||||
As of March 31, 2015, the Company’s inventory, comprised of distilled spirits, available for sale was $103,159. During the three months ended March 31, 2015, the cost of delivered products sold in the current period was $1,729. | |||||||||||||||||||||
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 March 31, 2015 and December 31, 2014, 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. During the three months ended March 31, 2015, the Company recorded associated costs of the investment of $3,502 as a charge 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. | ||||||||||||||||||||
The estimated fair values of the Company’s financial instruments are as follows: | |||||||||||||||||||||
Fair Value Measurement at March 31, 2015 Using: | |||||||||||||||||||||
Description | 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 | $ | 115,218 | $ | 115,218 | $ | — | $ | — | |||||||||||||
Accounts receivable | 3,532 | 3,532 | — | — | |||||||||||||||||
Inventory | 103,159 | 103,159 | — | — | |||||||||||||||||
Available for sale securities | 200,000 | 200,000 | — | — | |||||||||||||||||
Deposits, long-term | 2,400 | 2,400 | — | — | |||||||||||||||||
Total assets measured at fair value | $ | 424,309 | $ | 424,309 | $ | — | $ | — | |||||||||||||
Liabilities | |||||||||||||||||||||
Accounts payable | $ | 1,641 | $ | 1,641 | $ | — | $ | — | |||||||||||||
Accounts payable, related party | 512,590 | — | 512,590 | — | |||||||||||||||||
Convertible notes payable, net of unamortized debt discount of $650,063 | 240,687 | — | — | 240,687 | |||||||||||||||||
Accrued interest | 16,608 | 16,608 | — | — | |||||||||||||||||
Derivative liability | 2,429,538 | — | — | 2,429,538 | |||||||||||||||||
Total liabilities measured at fair value | $ | 3,201,064 | $ | 18,249 | $ | 512,590 | $ | 2,670,225 | |||||||||||||
Fair Value Measurement at December 31, 2014 Using: | |||||||||||||||||||||
Description | 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 | — | — | 2,058,072 | |||||||||||||||||
Total liabilities measured at fair value | $ | 2,040,287 | $ | 15,197 | $ | 494,718 | $ | 1,530,372 | |||||||||||||
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 three months ended March 31, 2015 and 2014. | |||||||||||||||||||||
Beneficial Conversion Feature | |||||||||||||||||||||
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using either the straight line method or the effective interest method. | |||||||||||||||||||||
Income Taxes | |||||||||||||||||||||
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | |||||||||||||||||||||
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. | |||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – Going Concern |
The Company’s independent registered public accounting firm has issued a going concern opinion in their audit report dated April 13, 2015, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 13, 2015. This means that the Company’s auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. The Company does not anticipate generating significant revenues until it is able to open its first restaurant presently under development in St. Maarten, Dutch West Indies and have its line of premium rums widely accepted by consumers. | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Further, as of March 31, 2015, the Company had an accumulated net loss of ($7,087,023). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. |
Convertible_Promissory_Notes
Convertible Promissory Notes | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible Promissory Notes | NOTE 3 – Convertible Promissory Notes | ||||||||
Convertible notes payable are comprised of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Convertible promissory notes, due May 28, 2015, net of unamortized debt discount of $28,524 | $ | — | $ | 24,476 | |||||
Convertible promissory note, due July 3, 2015, net of unamortized debt discount of $25,440 | — | 17,560 | |||||||
Convertible promissory note, due August 17, 2015, net of unamortized debt discount of $31,423 and $51,768, respectively | 33,577 | 13,232 | |||||||
Convertible promissory note, due August 19, 2015, net of unamortized debt discount of $29,052 and $47,596, respectively | 27,198 | 8,654 | |||||||
Convertible promissory note, due May 19, 2015, net of unamortized debt discount of $76,796 | — | 23,204 | |||||||
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $36,438 and $48,767, respectively | 13,562 | 1,233 | |||||||
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $72,877 and $97,534, respectively | 27,123 | 2,466 | |||||||
Convertible promissory note, due November 14, 2015, net of unamortized debt discount of $23,086 and $31,457, respectively | 10,414 | 2,043 | |||||||
Convertible promissory note, due December 1, 2015, net of unamortized debt discount of $32,493 and $44,430, respectively | 17,507 | 5,570 | |||||||
Convertible promissory note, due November 13, 2015, net of unamortized debt discount of $34,206 and $47,767, respectively | 20,794 | 7,233 | |||||||
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $20,406 and $27,310, respectively | 7,594 | 690 | |||||||
Convertible promissory note, due July 27, 2015, net of unamortized debt discount of $65,193 | 34,807 | — | |||||||
Convertible promissory note, due January 26, 2016, net of unamortized debt discount of $41,233 | 8,767 | — | |||||||
Convertible promissory note, due November 17, 2016, net of unamortized debt discount of 66,846 | 12,154 | — | |||||||
Convertible promissory note, due February 20, 2016, net of unamortized debt discount of $103,605 | 12,395 | — | |||||||
Convertible promissory note, due February 9, 2016, net of unamortized debt discount of $93,205 | 14,795 | ||||||||
Total | 240,687 | 106,361 | |||||||
Less current portion | (240,687 | ) | (106,361 | ) | |||||
Long term portion | $ | — | $ | — | |||||
2015 Notes: | |||||||||
JSJ Investments, Inc. Note | |||||||||
On January 27, 2015, 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 July 27, 2015. The JSJ Note is convertible at 50% of the lowest trading stock price of Blue Water’s common stock during the thirty 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 $598,055 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% , (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 $0.107 per share. | |||||||||
The determined fair value of the embedded derivative of $598,055 was charged as a debt discount up to the net proceeds of the note with the remainder, $505,055, charged to current period operations as non-cash loss on change in derivative liability. | |||||||||
At March 31, 2015, the Company marked to market the fair value of the derivatives of the JSJ Note discussed above and determined a fair value of $684,254. 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 0.32 years, and (5) estimated fair value of the Company’s common stock of $0.082 per share. | |||||||||
The Company recorded a loss on change in derivative liability of $86,199 for the three months ended March 31, 2015. | |||||||||
As of March 31, 2015, the outstanding balance due on the JSJ Note was $100,000. During the three months ended March 31, 2015, this note incurred $34,807 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of March 31, 2015, the remaining unamortized debt discount was $65,193. | |||||||||
Union Capital, LLC note | |||||||||
On January 26, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Union”) in the principal amount $50,000 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Union Capital LLC. (“Union”) and Blue Water. The Union note closed on January 26, 2015 and matures on January 26, 2015 and is convertible at 55% of the average of the lowest 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 Union note, the Company determined the aggregate fair value of $389,282 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black Scholes Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 277% , (3) weighted average risk-free interest rate of 0.18%, (4) expected life of 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.09 per share. | |||||||||
The determined fair value of the embedded derivative of $389,282 was charged as a debt discount up to the net proceeds of the note with the remainder, $339,282, charged to current period operations as non-cash loss on change in derivative liability. | |||||||||
At March 31, 2015, the Company marked to market the fair value of the derivatives of the Union note discussed above and determined a fair value of $98,598. The fair value of the embedded derivatives was determined using Black Scholes model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 270.11%, (3) weighted average risk-free interest rate of 0.26%, (4) expected life of 0.82 years, and (5) estimated fair value of the Company’s common stock of $0.082 per share. | |||||||||
The Company recorded a gain on change in derivative liability of $290,684 for the three months ended March 31, 2015. | |||||||||
As of March 31, 2015, the outstanding balance due on the Union note was $50,000. During the three months ended March 31, 2015, this note incurred $8,767 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of March 31, 2015, the remaining unamortized debt discount was $41,233. | |||||||||
KBM Worldwide Note | |||||||||
On February 17, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“KBM”) 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. The KBM Note 1 matures on November 17, 2015. The KBM Note 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, the Company determined the aggregate fair value of $110,668 of embedded derivatives. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.129 per share. | |||||||||
The determined fair value of the embedded derivative of $110,668 was charged as a debt discount up to the net proceeds of the note with the remainder, $31,668, charged to current period operations as non-cash loss on change in derivative liability. | |||||||||
At March 31, 2015, the Company marked to market the fair value of the derivatives of the KBM Note discussed above and determined a fair value of $137,009. The fair value of the embedded derivatives was determined using Binomial Option Pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 223%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.75 years, and (5) estimated fair value of the Company’s common stock of $0.1085 per share. | |||||||||
The Company recorded a gain on change in derivative liability of $211 for the three months ended March 31, 2015. | |||||||||
As of March 31, 2015, the outstanding balance due on the KBM note was $79,000. During the three months ended March 31, 2015, this note incurred $12,154 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of March 31, 2015, the remaining unamortized debt discount was $66,846. | |||||||||
JDF Capital, Inc. Note | |||||||||
On February 20, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“JDF Note”) in the principal amount $116,000, net proceeds of $106,000 after taking into consideration an Original Issue Discount (“OID”) of $10,000. The JDF Note matures on February 20, 2016. The JDF Note is convertible at 40% of the lowest trading stock price of Blue Water’s common stock during the twenty five trading day period prior to the conversion date 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||||||
15 | |||||||||
At the inception of the JDF Note, the Company determined the aggregate fair value of $353,080 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% , (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 $0.11 per share. | |||||||||
The determined fair value of the embedded derivative of $353,080 was charged as a debt discount up to the net proceeds of the note with the remainder, $30,412, charged to current period operations as non-cash loss on change in derivative liability. | |||||||||
At March 31, 2015, the Company marked to market the fair value of the derivatives of the JDF Note discussed above and determined a fair value of $249,787. 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 0.89 years, and (5) estimated fair value of the Company’s common stock of $0.082 per share. | |||||||||
The Company recorded a loss on change in derivative liability of $7,375 for the three months ended March 31, 2015. | |||||||||
As of March 31, 2015, the outstanding balance due on the JDF Note was $116,000. During the three months ended March 31, 2015, this note incurred $12,395 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of March 31, 2015, the remaining unamortized debt discount was $103,605. | |||||||||
Blue Citi, LLC. Note | |||||||||
On February 9, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note (“Blue Note”) in the principal amount $108,000, net proceeds of $106,000 after taking into consideration an Original Issue Discount (“OID”) of $6,000. The JDF Note matures on February 9, 2016. The Blue Note is convertible at 60% of the lowest daily closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). | |||||||||
At the inception of the Blue Note, the Company determined the aggregate fair value of 289,664 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% , (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 $0.096 per share. | |||||||||
The determined fair value of the embedded derivative of $289,664 was charged as a debt discount up to the net proceeds of the note with the remainder, $189,664, charged to current period operations as non-cash loss on change in derivative liability. | |||||||||
At March 31, 2015, the Company marked to market the fair value of the derivatives of the Blue note discussed above and determined a fair value of $268,870. 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 0.87 years, and (5) estimated fair value of the Company’s common stock of $0.082 per share. | |||||||||
The Company recorded a gain on change in derivative liability of $20,794 for the three months ended March 31, 2015. | |||||||||
As of March 31, 2015, the outstanding balance due on the JDF Note was $106,000. During the three months ended March 31, 2015, this note incurred $14,795 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of March 31, 2015, the remaining unamortized debt discount was $93,205. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity | NOTE 4 – STOCKHOLDERS’ EQUITY |
Preferred stock | |
The Company has authorized 5,000,000 shares of preferred stock, $0.001 par value. The Company’s Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. | |
As of March 31, 2015 the Company had designated up to 1,000,000 shares of the authorized preferred stock as the Series A preferred stock, $0.001 per share. As of March 31, 2015 and December 31, 2014, the Company has 150,000 shares of Series A preferred stock issued and outstanding. | |
Common stock | |
The Company has authorized 700,000,000 shares of common stock, with a par value of $0.001 per share. As of March 31, 2015 and December 31, 2014, the Company has 120,939,565 and 126,206,213, respectively, shares of common stock issued and outstanding. | |
During the three months ended March 31, 2015, 12,500,000 previously issued shares of the Company’s common stock were returned and canceled. The returned shares were recorded at $-0- value. | |
During the three months ended March 31, 2015, the Company issued an aggregate of 3,900,000 shares of its common stock for board compensation at a fair value of $428,610 based on the closing stock price at date of grant. | |
During the three months ended March 31, 215, the Company issued 3,333,334 shares of its common stock for services rendered at a fair value of $273,334 based on the closing stock price at date of grant. |
Investments
Investments | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Investments | NOTE 5 – INVESTMENTS | ||||||||
Long-Term Investments; Available-For-Sale Securities | |||||||||
The following table summarizes the Company’s long-term Available-For-Sale (AFS) Securities as of March 31, 2015 and December 31, 2014: | |||||||||
As of March 31, 2015 and December 31, 2014 | |||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||
Equity securities (1) | $ | - | $ | 200,000 | $ | - | $ | 200,000 | |
Total | $ | - | $ | 200,000 | $ | - | $ | 200,000 | |
-1 | |||||||||
The Company’s long-term AFS securities consisted of 20,000,000 shares of Stream Flow Media, Inc. which were valued at $200,000 and a net 15% interest in Next Level Hockey, LLC which was 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. |
Strategic_Alliance_Agreement_w
Strategic Alliance Agreement with Taurus Financial Partners, LLC | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Strategic Alliance Agreement with Taurus Financial Partners, LLC | NOTE 6 – 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 three months ended March 31, 2015, the Company had accumulated $3,502 in costs related to the Stream Flow shares, recorded to additional paid in capital. At March 31, 2015 and December 31, 2014, the Company recorded the investment at fair value relating to its stock holdings based on expected market listing. Accordingly, the Company carried the Stream Flow shares at $200,000 valuation on the balance sheet as of March 31, 2015 and December 31, 2014. | |
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. |
Subsidiaries
Subsidiaries | 3 Months Ended | ||
Mar. 31, 2015 | |||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||
Subsidiaries | NOTE 7 – SUBSIDIARIES | ||
As of March 31, 2015, 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 March 31, 2015, 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 March 31, 2015, 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 March 31, 2015, 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 | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS |
As of March 31, 2015, 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 March 31, 2015 and December 31, 2014, the Company’s accounts payable to Taurus aggregated $512,590 and $494,718, respectively. | |
As of March 31, 2015 and 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. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Mar. 31, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS | ||
Designation of Series B Preferred Stock | |||
On April 13, 2015 our Board of Directors authorized a class of preferred stock consisting of up to 1,300,000 shares and designated it Series B Preferred Stock. The Series B Preferred Stock has the following terms and rights: | |||
Rank: The Series B Preferred Stock shall rank superior to Blue Water’s common stock. Other classes of preferred stock shall rank superior to the Series B Preferred Stock. | |||
Dividends. The Series B Preferred Stock is eligible for all legal dividends as may be approved by Blue Water’s Board of Directors. In the event a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Series B Preferred Stock shall be calculated on a fully-diluted, pro-rata basis with the other classes of stock participating in said dividend. | |||
Voting Rights. Holders of the Series B Preferred Stock shall have no voting rights. | |||
Conversion. The Series B Preferred Stock may not be converted into any other class or classes of stock. | |||
Redemption by Corporation. Blue Water has no redemption rights over the Series B Preferred Stock. | |||
One-Time Special Stock Dividend | |||
Blue Water’s Board of Directors has approved a special one-time stock dividend of one (1) share of Series B Preferred Stock for every one-hundred (100) shares of common stock held. Fractional amounts will be rounded to the nearest whole number. | |||
The tentative record and payable dates for this one-time special dividend are May 8, 2015 and May 15, 2015, respectively, pending final approval by FINRA. | |||
Issuance of Convertible Notes | |||
On May 8, 2015, the Company concluded a coordinated round of bridge financing involving eight investors that netted Blue Water $580,000 in bridge financing. Blue Water intends to use the proceeds for: | |||
· | |||
Construction expenses related to its St. Maarten, Dutch West Indies Blue Water Bar & Grill™; | |||
· | |||
General working capital; and | |||
· | |||
To redeem certain outstanding convertible promissory notes. | |||
The table below summarizes each investor and the amount of financing received in this round of bridge financing. A more comprehensive disclosure relating to this round of financing is hereby incorporated by reference to the Form 8-K filed with the SEC on May 11, 2015. | |||
Name of Investor | Face Amount of Note | ||
Blue Citi, LLC | $ | 108,000 | |
Black Mountain Equities (Tranche #2 on December 22, 2014 Note) | 50,000 | ||
Auctus Private Equity Fund, LLC | 56,250 | ||
Macallan Partners, LLC | 80,000 | ||
JSJ Investments, Inc. | 100,000 | ||
Cardinal Capital Group, Inc. | 55,000 | ||
JMJ Financial | 150,000 | ||
Vis Virus, Inc. | 79,000 | ||
Redemption of Outstanding Convertible Notes | |||
As of May 11, 2015, the Company repaid and eliminated six outstanding convertible notes. A more comprehensive disclosure relating to these note redemptions is hereby incorporated by reference to the Form 8-K filed with the SEC on May 12, 2015. The table below summarizes each of the convertible notes the Company has repaid since March 31, 2015: | |||
Name of Investor | Origination Date of Note | ||
KBM Worldwide, Inc. | 13-Nov-14 | ||
Tangier’s Investment Group, LLC | 13-Nov-14 | ||
Cardinal Capital Group, Inc. | 14-Nov-14 | ||
Black Mountain Equities (Tranche #1) | 22-Dec-14 | ||
Auctus Private Equity Fund, LLC | 19-Nov-14 | ||
Macallan Partners | 19-Nov-14 | ||
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) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
Business and organization | Business and organization | ||||||||||||||||||||
Blue Water Global Group, Inc. (“Company” or “Blue Water”) is an emerging growth company that was incorporated under the laws of the State of Nevada on March 3, 2011 under the name Blue Water Restaurant Group, Inc. Blue Water amended its Articles of Incorporation on June 13, 2013 to change its name to Blue Water Global Group, Inc. The Company is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill™ brand and is preparing to launch a line of premium rums which include its flagship rum Blue Water Ultra-Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum. Additionally, the Company is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTC Bulletin Board (“OTCBB”). | |||||||||||||||||||||
Unaudited Interim Financial Information | Interim Financial Statements | ||||||||||||||||||||
The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |||||||||||||||||||||
The condensed balance sheet as of December 31, 2014 has been derived from audited financial statements. | |||||||||||||||||||||
Operating results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015. These condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 filed with the Company’s Form 10-K with the Securities and Exchange Commission on April 13, 2015. | |||||||||||||||||||||
Basis of Presentation | Basis of presentation | ||||||||||||||||||||
The Company is currently developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill™ brand and is preparing to launch a line of premium rums which include its flagship rum Blue Water Ultra-Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum. Additionally, the Company is engaged in making strategic equity investments in promising businesses that are in the early stages of obtaining their own listing on the OTC Bulletin Board (“OTCBB”). The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. In addition, the Company has stockholders' deficiencies at March 31, 2015 and requires additional financing to fund future operations. Further, there is no assurance that approval of the Company’s products will be received and that the Company will be able to generate cash flow to fund operations from its commercial products. | |||||||||||||||||||||
The above factors raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. | |||||||||||||||||||||
Use of Estimates | Use of estimates | ||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | |||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||||||
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2014 and December 31, 2013, the Company had no cash equivalents. | |||||||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||||||
The Company recognizes revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is generally recognized upon shipment. | |||||||||||||||||||||
Revenue recognized during the three months ended March 31, 2015 related to sales of its of distilled spirits, which includes its flagship Blue Water Ultra Premium Rum™ and aged spiced Blue Water Caribbean Gold™ Premium Rum product. | |||||||||||||||||||||
Inventory/cost of sales | Inventory/cost of sales | ||||||||||||||||||||
The Company maintains an inventory, which consists primarily of distilled spirits, manufactured and packaged by outside vendors, including component parts such as packaging and delivery to the Company’s warehouse. The average cost method is utilized in valuing the inventory, and is stated at the lower of cost or market. | |||||||||||||||||||||
As of March 31, 2015, the Company’s inventory, comprised of distilled spirits, available for sale was $103,159. During the three months ended March 31, 2015, the cost of delivered products sold in the current period was $1,729. | |||||||||||||||||||||
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 March 31, 2015 and December 31, 2014, 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. During the three months ended March 31, 2015, the Company recorded associated costs of the investment of $3,502 as a charge 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. | ||||||||||||||||||||
The estimated fair values of the Company’s financial instruments are as follows: | |||||||||||||||||||||
Fair Value Measurement at March 31, 2015 Using: | |||||||||||||||||||||
Description | 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 | $ | 115,218 | $ | 115,218 | $ | — | $ | — | |||||||||||||
Accounts receivable | 3,532 | 3,532 | — | — | |||||||||||||||||
Inventory | 103,159 | 103,159 | — | — | |||||||||||||||||
Available for sale securities | 200,000 | 200,000 | — | — | |||||||||||||||||
Deposits, long-term | 2,400 | 2,400 | — | — | |||||||||||||||||
Total assets measured at fair value | $ | 424,309 | $ | 424,309 | $ | — | $ | — | |||||||||||||
Liabilities | |||||||||||||||||||||
Accounts payable | $ | 1,641 | $ | 1,641 | $ | — | $ | — | |||||||||||||
Accounts payable, related party | 512,590 | — | 512,590 | — | |||||||||||||||||
Convertible notes payable, net of unamortized debt discount of $650,063 | 240,687 | — | — | 240,687 | |||||||||||||||||
Accrued interest | 16,608 | 16,608 | — | — | |||||||||||||||||
Derivative liability | 2,429,538 | — | — | 2,429,538 | |||||||||||||||||
Total liabilities measured at fair value | $ | 3,201,064 | $ | 18,249 | $ | 512,590 | $ | 2,670,225 | |||||||||||||
Fair Value Measurement at December 31, 2014 Using: | |||||||||||||||||||||
Description | 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 | — | — | 2,058,072 | |||||||||||||||||
Total liabilities measured at fair value | $ | 2,040,287 | $ | 15,197 | $ | 494,718 | $ | 1,530,372 | |||||||||||||
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 three months ended March 31, 2015 and 2014. | |||||||||||||||||||||
Beneficial Conversion Feature | Beneficial Conversion Feature | ||||||||||||||||||||
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using either the straight line method or the effective interest method. | |||||||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||||||
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. | |||||||||||||||||||||
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. | |||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||||||
There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | |||||||||||||||||||||
Fair Value Measurement at March 31, 2015 Using: | |||||||||||||||||||||
Description | 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 | $ | 115,218 | $ | 115,218 | $ | — | $ | — | |||||||||||||
Accounts receivable | 3,532 | 3,532 | — | — | |||||||||||||||||
Inventory | 103,159 | 103,159 | — | — | |||||||||||||||||
Available for sale securities | 200,000 | 200,000 | — | — | |||||||||||||||||
Deposits, long-term | 2,400 | 2,400 | — | — | |||||||||||||||||
Total assets measured at fair value | $ | 424,309 | $ | 424,309 | $ | — | $ | — | |||||||||||||
Liabilities | |||||||||||||||||||||
Accounts payable | $ | 1,641 | $ | 1,641 | $ | — | $ | — | |||||||||||||
Accounts payable, related party | 512,590 | — | 512,590 | — | |||||||||||||||||
Convertible notes payable, net of unamortized debt discount of $650,063 | 240,687 | — | — | 240,687 | |||||||||||||||||
Accrued interest | 16,608 | 16,608 | — | — | |||||||||||||||||
Derivative liability | 2,429,538 | — | — | 2,429,538 | |||||||||||||||||
Total liabilities measured at fair value | $ | 3,201,064 | $ | 18,249 | $ | 512,590 | $ | 2,670,225 | |||||||||||||
Fair Value Measurement at December 31, 2014 Using: | |||||||||||||||||||||
Description | 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 | — | — | 2,058,072 | |||||||||||||||||
Total liabilities measured at fair value | $ | 2,040,287 | $ | 15,197 | $ | 494,718 | $ | 1,530,372 |
Convertible_Promissory_Notes_T
Convertible Promissory Notes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible Debt | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Convertible promissory notes, due May 28, 2015, net of unamortized debt discount of $28,524 | $ | — | $ | 24,476 | |||||
Convertible promissory note, due July 3, 2015, net of unamortized debt discount of $25,440 | — | 17,560 | |||||||
Convertible promissory note, due August 17, 2015, net of unamortized debt discount of $31,423 and $51,768, respectively | 33,577 | 13,232 | |||||||
Convertible promissory note, due August 19, 2015, net of unamortized debt discount of $29,052 and $47,596, respectively | 27,198 | 8,654 | |||||||
Convertible promissory note, due May 19, 2015, net of unamortized debt discount of $76,796 | — | 23,204 | |||||||
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $36,438 and $48,767, respectively | 13,562 | 1,233 | |||||||
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $72,877 and $97,534, respectively | 27,123 | 2,466 | |||||||
Convertible promissory note, due November 14, 2015, net of unamortized debt discount of $23,086 and $31,457, respectively | 10,414 | 2,043 | |||||||
Convertible promissory note, due December 1, 2015, net of unamortized debt discount of $32,493 and $44,430, respectively | 17,507 | 5,570 | |||||||
Convertible promissory note, due November 13, 2015, net of unamortized debt discount of $34,206 and $47,767, respectively | 20,794 | 7,233 | |||||||
Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $20,406 and $27,310, respectively | 7,594 | 690 | |||||||
Convertible promissory note, due July 27, 2015, net of unamortized debt discount of $65,193 | 34,807 | — | |||||||
Convertible promissory note, due January 26, 2016, net of unamortized debt discount of $41,233 | 8,767 | — | |||||||
Convertible promissory note, due November 17, 2016, net of unamortized debt discount of 66,846 | 12,154 | — | |||||||
Convertible promissory note, due February 20, 2016, net of unamortized debt discount of $103,605 | 12,395 | — | |||||||
Convertible promissory note, due February 9, 2016, net of unamortized debt discount of $93,205 | 14,795 | ||||||||
Total | 240,687 | 106,361 | |||||||
Less current portion | (240,687 | ) | (106,361 | ) | |||||
Long term portion | $ | — | $ | — |
Investments_Tables
Investments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Schedule of Available-for-sale Securities Reconciliation | |||||||||
As of March 31, 2015 and December 31, 2014 | |||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||
Equity securities (1) | $ | - | $ | 200,000 | $ | - | $ | 200,000 | |
Total | $ | - | $ | 200,000 | $ | - | $ | 200,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative 1) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Details Narrative 1 | ||
Materials inventory | $103,159 | $70,906 |
Cost of revenues | $1,729 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Narrative 2) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Long-term investments, shares | 20,000,000 | |
Ownership in subsidiary | 15.00% | |
Associated costs of equity investments | $3,502 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | $115,218 | $192,556 |
Accounts receivable | 3,532 | |
Vendor deposits | 28,422 | |
Inventory | 103,159 | 42,484 |
Available for sale securities | 200,000 | 200,000 |
Deposits, long-term | 2,400 | 2,400 |
Total assets measured at fair value | 424,309 | 465,862 |
Accounts payable | 1,641 | 8,211 |
Accounts payable (related party) | 512,590 | 494,718 |
Convertible notes payable, net of unamortized debt discount | 240,687 | 106,361 |
Accrued Interest | 16,608 | 6,986 |
Derivative liability | 2,429,538 | |
Total liabilities measured at fair value | 3,201,064 | 2,040,287 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | 115,218 | 192,556 |
Accounts receivable | 3,532 | |
Vendor deposits | 28,422 | |
Inventory | 103,159 | 42,484 |
Available for sale securities | 200,000 | 200,000 |
Deposits, long-term | 2,400 | 2,400 |
Total assets measured at fair value | 424,309 | 465,862 |
Accounts payable | 1,641 | 8,211 |
Accrued Interest | 16,608 | 6,986 |
Total liabilities measured at fair value | 18,249 | 15,197 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Accounts payable | ||
Accounts payable (related party) | 512,590 | 494,718 |
Convertible notes payable, net of unamortized debt discount | ||
Accrued Interest | ||
Derivative liability | ||
Total liabilities measured at fair value | 512,590 | 494,718 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Convertible notes payable, net of unamortized debt discount | 240,687 | 106,361 |
Derivative liability | 2,429,538 | 1,424,011 |
Total liabilities measured at fair value | $2,670,225 | $1,530,372 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Mar. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Net Loss | ($7,087,023) |
Convertible_Promissory_Notes_C
Convertible Promissory Notes - Convertible Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Less unamortized debt discount | ($650,063) | |
Convertible notes payable | 240,687 | 106,361 |
Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 24,476 | |
Less unamortized debt discount | 28,254 | |
Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 17,560 | |
Less unamortized debt discount | 25,440 | |
Note 3 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 33,577 | 13,232 |
Less unamortized debt discount | 31,423 | 51,768 |
Note 4 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 27,198 | 8,654 |
Less unamortized debt discount | 29,052 | 47,596 |
Note 5 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 23,204 | |
Less unamortized debt discount | 76,796 | |
Note 6 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 13,562 | 1,233 |
Less unamortized debt discount | 36,438 | 48,767 |
Note 7 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 27,123 | 2,466 |
Less unamortized debt discount | 72,877 | 97,534 |
Note 8 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 10,414 | 2,043 |
Less unamortized debt discount | 23,086 | 31,457 |
Note 9 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 17,507 | 5,570 |
Less unamortized debt discount | 32,493 | 44,430 |
Note 10 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 20,794 | 7,233 |
Less unamortized debt discount | 34,206 | 47,767 |
Note 11 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 7,594 | 690 |
Less unamortized debt discount | 20,406 | 27,310 |
Note 12 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 34,807 | |
Less unamortized debt discount | 65,193 | |
Note 13 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 8,767 | |
Less unamortized debt discount | 41,233 | |
Note 14 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 12,154 | |
Less unamortized debt discount | 66,846 | |
Note 15 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 12,395 | |
Less unamortized debt discount | 103,605 | |
Note 16 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 14,795 | |
Less unamortized debt discount | $93,205 |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Instrument [Line Items] | |
Unamortized debt discount | ($650,063) |
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 | 65,193 |
Union Note 1 [Member] | |
Debt Instrument [Line Items] | |
Principal Amount | 50,000 |
Interest Rate | 8.00% |
Convertible notes payable | 50,000 |
Unamortized debt discount | 41,233 |
KBM Worldwide Note [Member] | |
Debt Instrument [Line Items] | |
Original Note | 79,000 |
Interest Rate | 8.00% |
Convertible notes payable | 79,000 |
Unamortized debt discount | 66,846 |
JDF Note [Member] | |
Debt Instrument [Line Items] | |
Original Note | 116,000 |
Gross proceeds from note | 106,000 |
Original Issue Discount | 10,000 |
Interest Rate | 8.00% |
Convertible notes payable | 116,000 |
Unamortized debt discount | 103,605 |
Blue Citi [Member] | |
Debt Instrument [Line Items] | |
Original Note | 108,000 |
Gross proceeds from note | 106,000 |
Original Issue Discount | 6,000 |
Interest Rate | 8.00% |
Convertible notes payable | 106,000 |
Unamortized debt discount | $93,205 |
Convertible_Promissory_Notes_D1
Convertible Promissory Notes (Details Narrative) (Parenthetical) | 3 Months Ended |
Mar. 31, 2015 | |
JSJ Investment Note [Member] | |
Terms | The JSJ Note is convertible at 50% of the lowest trading stock price of Blue Water’s common stock during the thirty 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). |
Union Note 1 [Member] | |
Terms | The Union note closed on January 26, 2015 and matures on January 26, 2015 and is convertible at 55% of the average of the lowest closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date after 180 days. |
KBM Worldwide Note [Member] | |
Terms | The KBM Note 1 matures on November 17, 2015. The KBM Note 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). |
JDF Note [Member] | |
Terms | The JDF Note is convertible at 40% of the lowest trading stock price of Blue Water’s common stock during the twenty five trading day period prior to the conversion date 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). |
Blue Citi [Member] | |
Terms | The Blue Note is convertible at 60% of the lowest daily closing bid price of Blue Water’s common stock during the twenty trading day period prior to the conversion date 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). |
Convertible_Promissory_Notes_D2
Convertible Promissory Notes (Details Narrative 1) (USD $) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
Jan. 27, 2015 | Mar. 31, 2015 | Feb. 17, 2015 | Feb. 20, 2015 | Feb. 09, 2015 | |
JSJ Investment Note [Member] | |||||
Note redemption | |||||
Price per share | $0.11 | $0.08 | |||
Embedded derivative | $598,055 | ||||
Gain (Loss) on derivative liablitiy | 505,055 | 86,199 | |||
Fair value of derivative | 684,254 | ||||
Black-scholes option pricing method | |||||
Dividend Yield | 0.00% | 0.00% | |||
Expected volatility | 223.00% | 235.00% | |||
Risk-free interest rate | 0.15% | 0.25% | |||
Expected Life (years) | 0 years 5 months | 0 years 3 months 2 days | |||
Union Note 1 [Member] | |||||
Note redemption | |||||
Price per share | $0.09 | $0.08 | |||
Embedded derivative | 389,282 | ||||
Gain (Loss) on derivative liablitiy | 339,282 | 290,684 | |||
Fair value of derivative | 98,598 | ||||
Black-scholes option pricing method | |||||
Dividend Yield | 0.00% | 0.00% | |||
Expected volatility | 277.00% | 270.11% | |||
Risk-free interest rate | 0.18% | 0.26% | |||
Expected Life (years) | 1 year 0 months | 0 years 8 months 2 days | |||
KBM Worldwide Note [Member] | |||||
Note redemption | |||||
Price per share | $0.11 | $0.01 | |||
Embedded derivative | 110,668 | ||||
Gain (Loss) on derivative liablitiy | 51,035 | 31,668 | |||
Fair value of derivative | 137,009 | ||||
Black-scholes option pricing method | |||||
Dividend Yield | 0.00% | 0.00% | |||
Expected volatility | 223.00% | 223.00% | |||
Risk-free interest rate | 0.25% | 0.25% | |||
Expected Life (years) | 0 years 7 months 5 days | 0 years 7 months 5 days | |||
JDF Note [Member] | |||||
Note redemption | |||||
Price per share | $0.08 | $0.11 | |||
Embedded derivative | 249,787 | 353,080 | |||
Gain (Loss) on derivative liablitiy | 30,412 | ||||
Black-scholes option pricing method | |||||
Dividend Yield | 0.00% | 0.00% | |||
Expected volatility | 235.00% | 223.00% | |||
Risk-free interest rate | 0.25% | 0.15% | |||
Expected Life (years) | 0 years 8 months 9 days | 1 year 0 months 0 days | |||
Blue Citi [Member] | |||||
Note redemption | |||||
Price per share | $0.10 | ||||
Embedded derivative | 289,664 | ||||
Gain (Loss) on derivative liablitiy | 20,794 | 189,664 | |||
Fair value of derivative | $268,870 | ||||
Black-scholes option pricing method | |||||
Dividend Yield | 0.00% | 0.00% | |||
Expected volatility | 235.00% | 223.00% | |||
Risk-free interest rate | 0.25% | 0.15% | |||
Expected Life (years) | 0 years 8 months 7 days | 1 year 0 months 0 days |
Convertible_Promissory_Notes_D3
Convertible Promissory Notes (Details Narrative 2) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
JSJ Investment Note [Member] | |
Interest Expense | $34,807 |
Union Note 1 [Member] | |
Interest Expense | 8,767 |
KBM Worldwide Note [Member] | |
Interest Expense | 12,154 |
JDF Note [Member] | |
Interest Expense | 12,395 |
Blue Citi [Member] | |
Interest Expense | $14,795 |
Common_Stock_Schedule_of_Stock
Common Stock - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Cancellation of Common Stock, shares | 12,500,000 |
Preferred_Stock_Details_Narrat
Preferred Stock (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 150,000 |
Preferred Stock, shares outstanding | 150,000 | 150,000 |
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 | 150,000 |
Preferred Stock, shares outstanding | 150,000 | 150,000 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Common Stock, Shares Issued | 120,939,565 | 126,206,213 |
Par value | $0.00 | $0.00 |
Issuance of common stock for compensation, shares | 3,900,000 | |
Issuance of common stock for compensation, amount | $428,610 | |
Shares issued during period, shares | 3,333,334 | |
Shares issued during period, services | $273,334 | $101,000 |
Cancellation of Common Stock, shares | 12,500,000 |
Investments_Details_Narrative
Investments (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Gain on equity investments, net of associated costs | $200,000 |
Strategic_Alliance_Agreement_w1
Strategic Alliance Agreement with Taurus Financial Partners, LLC (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stream Flow Media, Inc. [Member] | |
Shares owned of subsidiary | 20,000,000 |
Ownership | 20.00% |
Related costs | $3,502 |
Share, value | $200,000 |
Next Level Hockey, LLC [Member] | |
Ownership | 15.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Accounts payable acquired | 512,590 | 494,718 |
Taurus | Common stock | ||
Related Party Transaction [Line Items] | ||
Shares, owned | 16,000,000 | 16,000,000 |
Ownership | 12.70% | 12.70% |
Taurus | Preferred stock | ||
Related Party Transaction [Line Items] | ||
Shares, owned | 150,000 | 150,000 |
Ownership | 100.00% | 100.00% |
Subsequent_Event_Details_Narra
Subsequent Event (Details Narrative) (USD $) | Mar. 31, 2015 |
Series B Preferred Stock [Member] | |
Subsequent Event [Line Items] | |
Preferred Stock, authorized | 1,300,000 |
Bridge Financing [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 580,000 |
Blue Citi, LLC [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 108,000 |
Blue Mountain [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 50,000 |
Actus Private Equity [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 56,250 |
Macallan Partners, LLC [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 80,000 |
JSJ Investments, Inc. [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 100,000 |
Cardinal Capital Group, Inc.[Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 55,000 |
JMJ Financial [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 150,000 |
Vis Virus, Inc.l [Member] | |
Subsequent Event [Line Items] | |
Principal Amount | 79,000 |