Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 11, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Blue Water Global Group, Inc. | |
Entity Central Index Key | 1,516,332 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 131,322,679 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and equivalents | $ 130,373 | $ 192,556 |
Accounts receivable, net | $ 3,606 | |
Vendor deposits | $ 28,422 | |
Inventory | $ 102,531 | 42,484 |
Total current assets | 236,510 | $ 263,462 |
Property and equipment, net | 286,915 | |
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: | 725,825 | 465,862 |
Current liabilities: | ||
Accounts payable | 67,908 | 8,211 |
Accounts payable, related party | 527,607 | 494,718 |
Convertible notes payable, net of unamortized debt discounts of $823,607 and $527,389, respectively | 445,644 | 106,361 |
Accrued interest | 33,089 | 6,986 |
Derivative liability | 2,345,240 | 1,424,011 |
Total current liabilities | 3,419,488 | $ 2,040,287 |
Convertible notes payable, net of unamortized debt discounts of $121,427 | 17,406 | |
Total liabilities | 3,436,894 | $ 2,040,287 |
Commitments and contingencies | ||
Stockholders' (deficit): | ||
Common stock, $0.001 par value, 700,000,000 shares authorized; 121,645,987 and 126,206,213 shares issued and outstanding as of June 30, 2015 and December 31, 2014 | 121,646 | $ 126,206 |
Additional paid-in capital | 4,841,406 | 2,844,076 |
Accumulated deficit | (7,675,481) | (4,544,857) |
Total stockholders' (deficit) | (2,711,069) | (1,574,425) |
Total liabilities and stockholders' (deficit) | 725,825 | 465,862 |
Series A Preferred stock [Member] | ||
Stockholders' (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized | 150 | $ 150 |
Series B Preferred stock [Member] | ||
Stockholders' (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized | $ 1,210 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Current unamortized debt discounts | $ 823,607 | $ 527,389 |
Unamortized debt discounts | $ 121,427 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 121,645,987 | 126,206,213 |
Common stock, shares outstanding | 121,645,987 | 126,206,213 |
Series A Preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
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 |
Series B Preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, par value | $ 0.001 | |
Preferred Stock, shares authorized | 1,300,000 | |
Preferred Stock, shares issued | 1,209,548 | |
Preferred Stock, shares outstanding | 1,209,548 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales | $ 2,157 | $ 6,621 | ||
Cost of sales | 902 | 2,631 | ||
Gross profit | 1,255 | 3,990 | ||
Operating Expenses: | ||||
General and administrative | 21,106 | $ 7,009 | 496,463 | $ 12,604 |
Accounting fees | 18,500 | 4,000 | 28,000 | 7,000 |
Advertising and marketing | 12,888 | 8,196 | 37,339 | 15,414 |
Consulting fees | 51,900 | 37,250 | 352,082 | 215,500 |
Legal fees | $ 13,165 | 24,388 | 46,335 | 47,288 |
Investor relations | 10,000 | 15,000 | 10,000 | |
Transfer agent fees | $ 2,640 | 1,047 | 4,860 | 2,129 |
Total expenses | 120,199 | 91,890 | 980,079 | 309,935 |
(Loss) from operations | (118,944) | (91,890) | (976,089) | (309,935) |
Other income (expense): | ||||
Interest expense | $ (687,520) | (125,524) | $ (1,108,295) | (160,776) |
Loss on extinguishment of debt | $ (22,624) | $ (22,624) | ||
Gain (loss) on change in fair value of derivative liability | $ 218,006 | $ (1,046,240) | ||
Total other income (expense) | $ (469,514) | $ (148,148) | $ (2,154,535) | $ (183,400) |
Provision for income taxes | ||||
Net (loss) | $ (588,458) | $ (240,038) | $ (3,130,624) | $ (493,335) |
(Loss) per common share, basic and diluted | $ 0 | $ 0 | $ (0.03) | $ 0 |
Weighted average number of common shares outstanding, basic and diluted | 120,983,922 | 195,776,062 | 121,632,584 | 189,993,154 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder (Deficit) - 6 months ended Jun. 30, 2015 - USD ($) | Series A Preferred Stock [Member] | Series B Preferred stock [Member] | Common stock[Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 150,000 | 126,206,213 | ||||
Beginning Balance, Amount at Dec. 31, 2014 | $ 150 | $ 126,206 | $ 2,844,076 | $ (4,544,857) | $ (1,574,425) | |
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 | |||||
Issuance of common stock for compensation, amount | $ 3,900 | 424,710 | $ 428,610 | |||
Issuance of Common Stock , amount | ||||||
Issuance of common shares for conversion of debt, shares | 706,422 | |||||
Issuance of common shares for conversion of debt, amount | $ 706 | 37,491 | $ 38,197 | |||
Issuance of common shares for services, shares | 3,333,334 | |||||
Issuance of common shares for services, amount | $ 3,334 | 270,000 | 273,334 | |||
Issuance of Series B preferred stock as dividend for common stockholders | 1,209,548 | |||||
Issuance of Series B preferred stock as dividend for common stockholders, amount | $ 1,210 | (1,210) | ||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | 1,286,363 | 1,286,363 | ||||
Associated costs of equity investments | (32,524) | 32,524 | ||||
Net (loss) for the period | (3,130,624) | (3,130,624) | ||||
Ending Balance, Shares at Jun. 30, 2015 | 150,000 | 1,209,548 | 121,645,969 | |||
Ending Balance, Amount at Jun. 30, 2015 | $ 150 | $ 1,210 | $ 121,646 | $ 4,841,406 | $ (7,675,481) | $ (2,711,069) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net (loss) | $ (3,130,624) | $ (493,335) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities | ||
Depreciation | 244 | |
Amortization of discount on convertible debt | 850,487 | $ 154,041 |
Change in fair market value of derivative liability | 1,046,240 | |
Common stock issued in connection with services provided by consultants | 701,944 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (3,606) | |
Increase in inventory | (31,625) | |
Increase (decrease) in accounts payable | 59,698 | $ 195,297 |
Increase in accounts payable, related party | 32,889 | (15,001) |
Increase in accrued interest | 26,103 | 4,514 |
Net cash used in by operating activities | (448,250) | $ (154,484) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (287,159) | |
Payments related to available for sale securities | (32,524) | |
Net cash used in by investing activities | (319,683) | |
Cash flows from financing activities: | ||
Net proceeds from convertible promissory notes | $ 1,189,500 | $ 175,000 |
Net proceeds from sale of common stock | $ 40,803 | |
Repayments of convertible promissory notes | $ (483,750) | |
Net cash provided by financing activities | 705,750 | $ 215,803 |
Net increase (decrease) in cash | (62,183) | 61,319 |
Cash-beginning of period | 192,556 | 7,357 |
Cash- end of period | 130,373 | 68,676 |
Non-cash investing and financing operating activities: | ||
Common stock issued in settlement of convertible notes | $ 17,000 | 5,000 |
Beneficial Conversion Feature (BCF) of convertible notes | $ 312,500 | |
Preferred shares issued as a dividend | $ 1,210 | |
Settlement of derivative | 1,286,362 | |
Derivative liabilities | 1,182,548 | |
Cancellation of shares | $ 12,500 | |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Income taxes |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 Blue Water 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 The condensed balance sheet as of December 31, 2014 has been derived from audited financial statements. Operating results for the three and six months ended June 30, 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 Companys 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 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 Companys 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 June 30, 2015 and December 31, 2014, 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 managements 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 and six months ended June 30, 2015 related to sales of its of distilled spirits, which include its 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 Companys warehouse. The average cost method is utilized in valuing the inventory, and is stated at the lower of cost or market. As of June 30, 2015, the Companys inventory, comprised of distilled spirits, available for sale was $102,531. During the three and six months ended June 30, 2015, the cost of delivered products sold in the current period was $902 and $2,631, respectively. Long-Term Investments The Company accounts for its long-term investments, which are designated as available-for-sale securities, in accordance with US GAAP for certain investments in debt and equity securities, which requires that available-for-sale securities be carried at fair value with unrealized gains and losses, net of tax, included in stockholders' equity under accumulated other comprehensive income (loss). Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. As of June 30, 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 June 30, 2015, the Company recorded associated costs of the investment of $32,524 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 instruments 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 Companys financial instruments are as follows: Fair Value Measurement at June 30, 2015 Using: Description 6 /30/15 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and equivalents $ 130,373 $ 130,373 $ $ Accounts receivable 3,606 3,606 Inventory 102,531 102,531 Available for sale securities 200,000 200,000 Deposits, long-term 2,400 2,400 Total assets measured at fair value $ 438,910 $ 438,910 $ $ Liabilities Accounts payable $ 67,908 $ 67,908 $ $ Accounts payable, related party 527,607 527,607 Convertible notes payable, net of unamortized debt discount of $945,034 463,050 463,050 Accrued interest 33,089 33,089 Derivative liability 2,345,240 2,345,240 Total liabilities measured at fair value $ 3,436,894 $ 100,997 $ 527,607 $ 2,808,290 Fair Value Measurement at December 31, 2014 Using: Description 12 /31/14 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and equivalents $ 192,556 $ 192,556 $ $ Vendor deposits 28,422 28,422 Materials inventory 42,484 42,484 Available for sale securities 200,000 200,000 Deposits, long-term 2,400 2,400 Total assets measured at fair value $ 465,862 $ 465,862 $ $ Liabilities Accounts payable $ 8,211 $ 8,211 $ $ Accounts payable, related party 494,718 494,718 Convertible notes payable, net of unamortized debt discount of $527,277 106,361 106,361 Accrued interest 6,986 6,986 Derivative liability 1,424,011 1,424,011 Total liabilities measured at fair value $ 2,040,287 $ 15,197 $ 494,718 $ 1,530,372 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 and six months ended June 30, 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 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 | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 Going Concern The Companys 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 The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Further, as of June 30, 2015, the Company had an accumulated net loss of ($7,675,481). These and other factors raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | NOTE 3 Convertible Promissory Notes Convertible notes payable are comprised of the following: June 30, December 31, 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 $51,768 13,232 Convertible promissory note, due August 19, 2015, net of unamortized debt discount of $47,596 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 $21,575 and $48,767, respectively 23,425 1,233 Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $42,192 and $97,534, respectively 45,808 2,466 Convertible promissory note, due November 14, 2015, net of unamortized debt discount of $31,457 2,043 Convertible promissory note, due December 1, 2015, net of unamortized debt discount of $44,430 5,570 Convertible promissory note, due November 13, 2015, net of unamortized debt discount of $47,767 7,233 Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $27,310 690 Convertible promissory note, due July 27, 2015, net of unamortized debt discount of $14,917 85,083 Convertible promissory note, due January 26, 2016, net of unamortized debt discount of $28,767 21,233 Convertible promissory note, due November 17, 2015, net of unamortized debt discount of $40,513 38,487 Convertible promissory note, due February 20, 2016, net of unamortized debt discount of $74,685 41,315 Convertible promissory note, due February 9, 2016, net of unamortized debt discount of $66,279 14,721 Convertible promissory note, due April 17, 2016, net of unamortized debt discount of $39,891 10,109 Convertible promissory note, due April 16, 2016, net of unamortized debt discount of $41,742 10,758 Convertible promissory note, due April 27, 2016, net of unamortized debt discount of $46,208 9,792 Convertible promissory note, due November 1, 2015, net of unamortized debt discount of $67,391 32,609 Convertible promissory note, due April 29, 2017, net of unamortized debt discount of $50,793 4,707 Convertible promissory note, due November 5, 2015, net of unamortized debt discount of $54,180 25,820 Convertible promissory note, due February 8, 2016, net of unamortized debt discount of $45,448 10,802 Convertible promissory note, due February 6, 2016, net of unamortized debt discount of $63,029 15,971 Convertible promissory note, due May 6, 2017, net of unamortized debt discount of $70,634 12,699 Convertible promissory note, due November 12, 2015, net of unamortized debt discount of $73,369 26,631 Convertible promissory note, due June 8, 2016, net of unamortized debt discount of $52,634 3,366 Convertible promissory note, due March 18, 2016, net of unamortized debt discount of $50,786 2,714 Total 463,050 106,361 Less current portion (445,644 ) (106,361 ) Long term portion $ 17,406 $ 2015 Notes: JSJ Investments, Inc. Notes In 2015, the Company entered into agreements for the sale of a Convertible Promissory Notes ( JSJ Notes OID At the inception of the JSJ Note, the Company determined the aggregate fair value of $1,637,066 of embedded derivatives. The fair value of the embedded derivatives was determined using the Lattice Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 223% , (3) weighted average risk-free interest rate of 0.15%, (4) expected life of 0.50 years, and (5) estimated fair value of the Companys common stock from $0.073 to $0.107 per share. The determined fair value of the embedded derivative of $1,637,066 was charged as a debt discount up to the net proceeds of the note with the remainder, $1,344,066, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the JSJ Notes discussed above and determined a fair value of $966,821. 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% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.32 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $842,643 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the JSJ Notes was $300,000. During the three and six months ended June 30, 2015, this note incurred $109,515 and $144,322 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $155,678. Union Capital, LLC note On January 26, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( Union Union 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 Companys 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 June 30, 2015, the Company marked to market the fair value of the derivatives of the Union note discussed above and determined a fair value of $76,322. 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 223%, (3) weighted average risk-free interest rate of 0.26%, (4) expected life of 0.57 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $312,960 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the Union note was $50,000. During the three and six months ended June 30, 2015, this note incurred $12,466 and $21,233 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $28,767. KBM Worldwide Note On February 17, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( KBM KBM 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 Companys 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 June 30, 2015, the Company marked to market the fair value of the derivatives of the KBM Note discussed above and determined a fair value of $92,237. 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 0.38 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $18,431 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the KBM note was $79,000. During the three and six months ended June 30, 2015, this note incurred $26,333 and $38,487 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $40,513. JDF Capital, Inc. Note On February 20, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( JDF Note OID 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 Companys 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 June 30, 2015, the Company marked to market the fair value of the derivatives of the JDF Note discussed above and determined a fair value of $140,238. 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% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.64 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $102,174 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the JDF Note was $116,000. During the three and six months ended June 30, 2015, this note incurred $28,921 and $41,315 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $74,685. Blue Citi, LLC. Note On February 9, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( Blue Note OID 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 Companys 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 June 30, 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% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.61 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $135,107 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the JDF Note was $106,000. During the three and six months ended June 30, 2015, this note incurred $26,926 and $41,721 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $66,279. Adar Bays, LLC On April 17, 2015, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC, an accredited investor ( Adar Bays AB Note 1 AB Note 2 AB Notes AB Payment Note Interest on the AB Notes accrues at the rate of 8% per annum. The Company is not required to make any payments on the AB Notes until maturity. The Company has the right to repay the AB Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. At the inception of the second Note, the Company determined the aggregate fair value of 78,755 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 Companys common stock of $0.08 per share. The determined fair value of the embedded derivative of $78,755 was charged as a debt discount up to the net proceeds of the note with the remainder, $28,755, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the Blue note discussed above and determined a fair value of $58,026. 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% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.80 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $20,729 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the second Note was $50,000. During the three and six months ended June 30, 2015, this note incurred $10,109 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $39,891. LG Capital Funding, LLC On April 16, 2015, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC, an accredited investor ( LG Capital Interest on the LG Note accrues at the rate of 8% per annum. The Company is not required to make any payments on the LG Notes until maturity. The Company has the right to repay the LG Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. At the inception of the Note, the Company determined the aggregate fair value of $83,902 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 Companys common stock of $0.058 per share. The determined fair value of the embedded derivative of $83,902 was charged as a debt discount up to the net proceeds of the note with the remainder, $31,402, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the Blue note discussed above and determined a fair value of $60,951. 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% , (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.80 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $22,951 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the second Note was $52,500. During the three and six months ended June 30, 2015, this note incurred $10,758 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $41,741. Black Mountain Equities, Inc. Note ) On December 22, 2014, the Company entered into an agreement for the sale of a Convertible Promissory Note ( Black Note OID At the inception of the 2015 Black Notes, the Company determined the aggregate fair value of $184,338 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 Companys common stock of $0.05 to $0.0732 per share. The determined fair value of the embedded derivative of $184,338 was charged as a debt discount up to the net proceeds of the note with the remainder, $84,338, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the Black Notes discussed above and determined a fair value of $141,860. 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% (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.98 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $42,478 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the 2015 Notes was $118,000. During the three and six months ended June 30, 2015, this note incurred $13,158 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $98,842. Cardinal Capital Group, Inc. Note On April 29, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( Cardinal Note OID At the inception of the Cardinal Note, the Company determined the aggregate fair value of $82,865 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 0.25%, (4) expected life of 2.0 year, and (5) estimated fair value of the Companys common stock of $0.078 per share. The determined fair value of the embedded derivative of $82,865 was charged as a debt discount up to the net proceeds of the note with the remainder, $27,365, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2014, the Company marked to market the fair value of the derivatives of the Cardinal Note discussed above and determined a fair value of $121,604. The fair value of the embedded derivatives was determined using 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 0.25%, (4) expected life of 1.87 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $14,987 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the Cardinal Note was $55,500. During the three and six months ended June 30, 2015, this note incurred $4,707 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $50,793. Macallan Partners, LLC Note On April 30, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( Macallan Note Macallan At the inception of the Macallan Note, the Company determined the aggregate fair value of $110,532 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 0.51 years, and (5) estimated fair value of the Companys common stock of $0.0795 per share. The determined fair value of the embedded derivative of $110,532 was charged as a debt discount up to the net proceeds of the note with the remainder, $30,532, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the Macallan Note discussed above and determined a fair value of $99,318. 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 0.35 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $11,214 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the Macallan Note was $80,000. During the three and six months ended June 30, 2015, this note incurred $25,820 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2014, the remaining unamortized debt discount was $54,180. Auctus Private Equity Fund LLC Note On May 8, 2015, the Company entered into an agreement for the sale of a Convertible Promissory Note ( Auctus Note Auctus At the inception of the Auctus Note, the Company determined the aggregate fair value of $103,539 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 0.75 years, and (5) estimated fair value of the Companys common stock of $0.0786 per share. The determined fair value of the embedded derivative of $103,539 was charged as a debt discount up to the net proceeds of the note with the remainder, $47,289, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the Auctus Note discussed above and determined a fair value of $78,732. 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%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.61 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $24,807 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the Auctus Note was $56,250. During the three and six months ended June 30, 2015, this note incurred $10,802 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $45,448. Vis Vires Group, Inc. In 2015, the Company entered into an agreements for the sale of a Convertible Promissory Notes ( Vis Vires Notes Vis Virs At the inception of the Notes, the Company determined the aggregate fair value of $148,517 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 0.75 years, and (5) estimated fair value of the Companys common stock of $0.055 to 0.079 per share. The determined fair value of the embedded derivative of $148,517 was charged as a debt discount up to the net proceeds of the note with the remainder, $16,017, charged to current period operations as non-cash loss on change in derivative liability. At June 30, 2015, the Company marked to market the fair value of the derivatives of the Vis Vires Notes discussed above and determined a fair value of $142,814. 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%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 0.61 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a net gain on change in derivative liability of $5,703 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the Vis Vires Notes was $132,500. During the three and six months ended June 30, 2015, this note incurred $18,685 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $113,815. JMJ Financial Note On May 6, 2015, ( Effective Date JMJ Financial JMJ Note OID At any time after 180 days of the Effective Date, the Investor may convert all or part of the JMJ Note into shares of Blue Waters common stock at the lesser of $0.09 a share or 60% of the lowest trade price in the 25 trading days prior to the conversion. At the inception of the JMJ Note, the Company determined the aggregate fair value of $76,381 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 2.0 years, and (5) estimated fair value of the Companys common stock of $0.078 per share. The determined fair value of the embedded derivative of $76,381 was charged as a debt discount up to the net proceeds of the note. At June 30, 2015, the Company marked to market the fair value of the derivatives of the JMJ Note discussed above and determined a fair value of $70,145. 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%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 1.85 years, and (5) estimated fair value of the Companys common stock of $0.0445 per share. The Company recorded a gain on change in derivative liability of $6,236 for the six months ended June 30, 2015. As of June 30, 2015, the outstanding balance due on the JMJ Note was $83,333 (including OID). During the three and six months ended June 30, 2015, this note incurred $5,747 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2015, the remaining unamortized debt discount was $70,634. During the six months ended June 30, 2015, the Company issued an aggregate of 706,422 shares of its common stock in settlement of $17,000 of convertible notes. |
Equity
Equity | 6 Months Ended |
Jun. 30, 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. As of June 30, 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 June 30, 2015 and December 31, 2014, the Company has 150,000 shares of Series A preferred stock issued and outstanding. On April 13, 2015, the Companys board of directors designated 1,300,000 shares of preferred stock as Series B Preferred Stock at $0.001 par value. Series B Preferred Stock shall rank superior to all other classes of stock including common and other future classes of preferred in regard to liquidation, dissolution or winding up of the Company. The Series B Preferred Stock shall participate in all legal dividends declared by the board of directors, have no voting rights and is not convertible into any other class or classes of the Companys stock. In April 2015, the Companys 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. 1,209,548 shares of Series B Preferred Stock was distributed in April 2015. Common stock The Company has authorized 700,000,000 shares of common stock, with a par value of $0.001 per share. As of June 30, 2015 and December 31, 2014, the Company has 121,645,969 and 126,206,213, respectively, shares of common stock issued and outstanding. During the six months ended June 30, 2015, 12,500,000 previously issued shares of the Companys common stock were returned and canceled. The returned shares were recorded at $-0- value. During the six months ended June 30, 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 six months ended June 30, 2015, 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. During the six months ended June 30, 2015, the Company issued an aggregate of 706,422 shares of its common stock in settlement of $17,000 of convertible notes. As the shares were issued in accordance with the terms of the convertible notes, no gain or loss was recognized upon the conversions. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | NOTE 5 INVESTMENTS Long-Term Investments; Available-For-Sale Securities The following table summarizes the Companys long-term Available-For-Sale (AFS) Securities as of June 30, 2015 and December 31, 2014: As of June 30, 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 Companys 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 wi
Strategic Alliance Agreement with Taurus Financial Partners, LLC | 6 Months Ended |
Jun. 30, 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 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 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 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 six months ended June 30, 2015, the Company had accumulated $32,524 in costs related to the Stream Flow shares, recorded to additional paid in capital. At June 30, 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 June 30, 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 |
Subsidiaries
Subsidiaries | 6 Months Ended |
Jun. 30, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Subsidiaries | NOTE 7 SUBSIDIARIES As of June 30, 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 June 30, 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 Directors Licenses. (2) As of June 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 RELATED PARTY TRANSACTIONS As of June 30, 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 Companys expenses have been paid by Taurus Financial Partners, LLC ( Taurus As of June 30, 2015 and December 31, 2014, Taurus owned 16,000,000 shares of the Companys issued and outstanding common stock and 150,000 shares of the Companys 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. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 9 PROPERTY AND EQUIPMENT Property and equipment as of June 30, 2015 and December 31, 2014 is summarized as follows: June 30, December 31, Warehouse equipment $ 2,922 $ Construction in process 284,237 Subtotal 287,159 Less accumulated depreciation (244 ) Property and equipment, net $ 286,915 $ Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Warehouse equipment is depreciated over an estimated useful life of 5 years. Construction in process is comprised of the accumulated costs of construction of a restaurant bar and grill by the Companys wholly owned subsidiary, Blue Water Bar & Grill. N.V., with completion expected in the fall of 2015. Once in service, an estimated life will be established and depreciation with begin. When property and equipment is retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Depreciation expense was $146 and $244 for the three and six months ended June 30, 2015, respectively; and $-0- and $-0- for the three and six months ended June 30, 2014, respectively |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 SUBSEQUENT EVENTS Issuance of Convertible Notes On July 22, 2015, the Company concluded a coordinated round of bridge financing involving three investors that netted Blue Water $142,500 in bridge financing. 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 July 30, 2015. Name of Investor Face Amount of Note Spero Holdings, LLC $ 50,000 GDW Holdings Group, LLC 55,000 Vis Virus, Inc. 53,500 Redemption of Outstanding Convertible Note On July 27, 2015, Blue Water repaid an outstanding convertible note to JSJ Investments, Inc. in full, including the principal balance, OID and accrued interest. In accordance with this payment, this note was cancelled and returned to Blue Water. A more comprehensive disclosure relating to this note redemption is hereby incorporated by reference to the Form 8-K filed with the SEC on July 28, 2015. Increase in Authorized Capital On August 6, 2015, Blue Water increased its authorized capital to 2,500,000,000 shares comprised of 2,495,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. This increase was performed to prevent Blue Water from potentially going into a technical default situation on certain debt covenants associated with some its outstanding convertible debt. A more comprehensive disclosure relating to this corporate action is hereby incorporated by reference to the Form 8-K filed with the SEC on August 7, 2015. Amendment to Certificate of Designation for Series A Preferred Stock On August 6, 2015, Blue Water amended the Certificate of Designation of its Series A Preferred Stock to modify the voting rights associated with this class of preferred stock. Each share of Series A Preferred Stock now carries three-thousand (3,000) votes in all Company voting matters, including the election of officers and directors; votes may not be cumulated. A more comprehensive disclosure relating to this corporate action is hereby incorporated by reference to the Form 8-K filed with the SEC on August 7, 2015. Conversions of Outstanding Convertible Note Adar Bays, LLC Convertible Promissory Note 2 Between July 8, 2015 and July 28, 2015 Blue Water received four Notice of Conversions from Adar Bays, LLC converting an aggregate of $45,000 into 3,553,892 shares of Blue Waters common stock. The remaining principal balance on this note is now $-0-. This convertible note with Adar Bays is described in detail the Form 8-K filed with the SEC on December 23, 2014. LG Capital Funding, LLC Convertible Promissory Note 2 Between July 13, 2015 and August 3, 2015 Blue Water received four Notice of Conversions from LG Capital Funding, LLC converting an aggregate of $50,000 into 4,363,034 shares of Blue Waters common stock. The remaining principal balance on this note is now $50,000. This convertible note with LG Capital Funding is described in detail the Form 8-K filed with the SEC on December 23, 2014. Union Capital, LLC Convertible Promissory Note Between July 27, 2015 and August 4, 2015 Blue Water received two Notice of Conversions from Union Capital, LLC converting an aggregate of $15,000 into 1,759,784 shares of Blue Waters common stock. The remaining principal balance on this note is now $35,000. This convertible note with Union Capital is described in detail the Form 8-K filed with the SEC on January 29, 2015. 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 Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Business and organization | Business and organization Blue Water Global Group, Inc. ( Company Blue Water OTCBB |
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 The condensed balance sheet as of December 31, 2014 has been derived from audited financial statements. Operating results for the three and six months ended June 30, 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 Companys 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 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 Companys 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 June 30, 2015 and December 31, 2014, 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 managements 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 and six months ended June 30, 2015 related to sales of its of distilled spirits, which include its 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 Companys warehouse. The average cost method is utilized in valuing the inventory, and is stated at the lower of cost or market. As of June 30, 2015, the Companys inventory, comprised of distilled spirits, available for sale was $102,531. During the three and six months ended June 30, 2015, the cost of delivered products sold in the current period was $902 and $2,631, respectively. |
Long-Term Investments | Long-Term Investments The Company accounts for its long-term investments, which are designated as available-for-sale securities, in accordance with US GAAP for certain investments in debt and equity securities, which requires that available-for-sale securities be carried at fair value with unrealized gains and losses, net of tax, included in stockholders' equity under accumulated other comprehensive income (loss). Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. As of June 30, 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 June 30, 2015, the Company recorded associated costs of the investment of $32,524 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 instruments 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 Companys financial instruments are as follows: Fair Value Measurement at June 30, 2015 Using: Description 6 /30/15 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and equivalents $ 130,373 $ 130,373 $ $ Accounts receivable 3,606 3,606 Inventory 102,531 102,531 Available for sale securities 200,000 200,000 Deposits, long-term 2,400 2,400 Total assets measured at fair value $ 438,910 $ 438,910 $ $ Liabilities Accounts payable $ 67,908 $ 67,908 $ $ Accounts payable, related party 527,607 527,607 Convertible notes payable, net of unamortized debt discount of $945,034 463,050 463,050 Accrued interest 33,089 33,089 Derivative liability 2,345,240 2,345,240 Total liabilities measured at fair value $ 3,436,894 $ 100,997 $ 527,607 $ 2,808,290 Fair Value Measurement at December 31, 2014 Using: Description 12 /31/14 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and equivalents $ 192,556 $ 192,556 $ $ Vendor deposits 28,422 28,422 Materials inventory 42,484 42,484 Available for sale securities 200,000 200,000 Deposits, long-term 2,400 2,400 Total assets measured at fair value $ 465,862 $ 465,862 $ $ Liabilities Accounts payable $ 8,211 $ 8,211 $ $ Accounts payable, related party 494,718 494,718 Convertible notes payable, net of unamortized debt discount of $527,277 106,361 106,361 Accrued interest 6,986 6,986 Derivative liability 1,424,011 1,424,011 Total liabilities measured at fair value $ 2,040,287 $ 15,197 $ 494,718 $ 1,530,372 |
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 and six months ended June 30, 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 Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The estimated fair values of the Companys financial instruments are as follows: Fair Value Measurement at June 30, 2015 Using: Description 6 /30/15 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and equivalents $ 130,373 $ 130,373 $ $ Accounts receivable 3,606 3,606 Inventory 102,531 102,531 Available for sale securities 200,000 200,000 Deposits, long-term 2,400 2,400 Total assets measured at fair value $ 438,910 $ 438,910 $ $ Liabilities Accounts payable $ 67,908 $ 67,908 $ $ Accounts payable, related party 527,607 527,607 Convertible notes payable, net of unamortized debt discount of $945,034 463,050 463,050 Accrued interest 33,089 33,089 Derivative liability 2,345,240 2,345,240 Total liabilities measured at fair value $ 3,436,894 $ 100,997 $ 527,607 $ 2,808,290 Fair Value Measurement at December 31, 2014 Using: Description 12 /31/14 Quoted Prices In Active Markets For Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and equivalents $ 192,556 $ 192,556 $ $ Vendor deposits 28,422 28,422 Materials inventory 42,484 42,484 Available for sale securities 200,000 200,000 Deposits, long-term 2,400 2,400 Total assets measured at fair value $ 465,862 $ 465,862 $ $ Liabilities Accounts payable $ 8,211 $ 8,211 $ $ Accounts payable, related party 494,718 494,718 Convertible notes payable, net of unamortized debt discount of $527,277 106,361 106,361 Accrued interest 6,986 6,986 Derivative liability 1,424,011 1,424,011 Total liabilities measured at fair value $ 2,040,287 $ 15,197 $ 494,718 $ 1,530,372 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt | June 30, December 31, 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 $51,768 13,232 Convertible promissory note, due August 19, 2015, net of unamortized debt discount of $47,596 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 $21,575 and $48,767, respectively 23,425 1,233 Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $42,192 and $97,534, respectively 45,808 2,466 Convertible promissory note, due November 14, 2015, net of unamortized debt discount of $31,457 2,043 Convertible promissory note, due December 1, 2015, net of unamortized debt discount of $44,430 5,570 Convertible promissory note, due November 13, 2015, net of unamortized debt discount of $47,767 7,233 Convertible promissory note, due December 22, 2015, net of unamortized debt discount of $27,310 690 Convertible promissory note, due July 27, 2015, net of unamortized debt discount of $14,917 85,083 Convertible promissory note, due January 26, 2016, net of unamortized debt discount of $28,767 21,233 Convertible promissory note, due November 17, 2015, net of unamortized debt discount of $40,513 38,487 Convertible promissory note, due February 20, 2016, net of unamortized debt discount of $74,685 41,315 Convertible promissory note, due February 9, 2016, net of unamortized debt discount of $66,279 14,721 Convertible promissory note, due April 17, 2016, net of unamortized debt discount of $39,891 10,109 Convertible promissory note, due April 16, 2016, net of unamortized debt discount of $41,742 10,758 Convertible promissory note, due April 27, 2016, net of unamortized debt discount of $46,208 9,792 Convertible promissory note, due November 1, 2015, net of unamortized debt discount of $67,391 32,609 Convertible promissory note, due April 29, 2017, net of unamortized debt discount of $50,793 4,707 Convertible promissory note, due November 5, 2015, net of unamortized debt discount of $54,180 25,820 Convertible promissory note, due February 8, 2016, net of unamortized debt discount of $45,448 10,802 Convertible promissory note, due February 6, 2016, net of unamortized debt discount of $63,029 15,971 Convertible promissory note, due May 6, 2017, net of unamortized debt discount of $70,634 12,699 Convertible promissory note, due November 12, 2015, net of unamortized debt discount of $73,369 26,631 Convertible promissory note, due June 8, 2016, net of unamortized debt discount of $52,634 3,366 Convertible promissory note, due March 18, 2016, net of unamortized debt discount of $50,786 2,714 Total 463,050 106,361 Less current portion (445,644 ) (106,361 ) Long term portion $ 17,406 $ |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | As of June 30, 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | June 30, December 31, Warehouse equipment $ 2,922 $ Construction in process 284,237 Subtotal 287,159 Less accumulated depreciation (244 ) Property and equipment, net $ 286,915 $ |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events Tables | |
Issuance of Convertible Notes | Name of Investor Face Amount of Note Spero Holdings, LLC $ 50,000 GDW Holdings Group, LLC 55,000 Vis Virus, Inc. 53,500 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative 1) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Details Narrative 1 | |||
Materials inventory | $ 102,531 | $ 102,531 | $ 42,484 |
Cost of revenues | $ 902 | $ 2,631 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative 2) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Long-term investments, shares | 20,000,000 | ||
Ownership in subsidiary | 15.00% | ||
Associated costs of equity investments | $ (32,524) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | $ 130,373 | $ 192,556 |
Accounts receivable | 3,606 | |
Vendor deposits | 28,422 | |
Inventory | 102,531 | 42,484 |
Available for sale securities | 200,000 | 200,000 |
Deposits, long-term | 2,400 | 2,400 |
Total assets measured at fair value | 438,910 | 465,862 |
Accounts payable | 67,908 | 8,211 |
Accounts payable (related party) | 527,607 | 494,718 |
Convertible notes payable, net of unamortized debt discount | 463,050 | 106,361 |
Accrued Interest | 33,089 | 6,986 |
Derivative liability | 2,345,240 | 1,424,011 |
Total liabilities measured at fair value | 3,436,894 | 2,040,287 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Cash and equivalents | 130,373 | 192,556 |
Accounts receivable | 3,606 | |
Vendor deposits | 28,422 | |
Inventory | 102,531 | 42,484 |
Available for sale securities | 200,000 | 200,000 |
Deposits, long-term | 2,400 | 2,400 |
Total assets measured at fair value | 438,910 | 465,862 |
Accounts payable | 67,908 | 8,211 |
Accrued Interest | 33,089 | 6,986 |
Total liabilities measured at fair value | 100,997 | $ 15,197 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Accounts payable | ||
Accounts payable (related party) | 527,607 | $ 494,718 |
Convertible notes payable, net of unamortized debt discount | ||
Accrued Interest | ||
Derivative liability | ||
Total liabilities measured at fair value | 527,607 | $ 494,718 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Convertible notes payable, net of unamortized debt discount | 463,050 | 106,361 |
Derivative liability | 2,345,240 | 1,424,011 |
Total liabilities measured at fair value | $ 2,808,290 | $ 1,530,372 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details 1) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis Details 1 | ||
Unamortized debt discounts | $ 945,034 | $ 527,277 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | Jun. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Net Loss | $ (7,087,023) |
Convertible Promissory Notes -
Convertible Promissory Notes - Convertible Debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Principal Amount | $ 463,050 | $ 106,361 |
Less current portion | (445,644) | $ (106,361) |
Long term portion | 17,406 | |
Unamortized debt discount | $ (823,607) | $ (527,389) |
Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 24,476 | |
Unamortized debt discount | $ 28,254 | |
Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 17,560 | |
Unamortized debt discount | $ 25,440 | |
Note 3 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 13,232 | |
Unamortized debt discount | 51,768 | |
Note 4 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 8,654 | |
Unamortized debt discount | 47,596 | |
Note 5 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 23,204 | |
Unamortized debt discount | 76,796 | |
Note 6 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 23,425 | 1,233 |
Unamortized debt discount | 21,575 | 48,767 |
Note 7 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 45,808 | 2,466 |
Unamortized debt discount | $ 42,192 | 97,534 |
Note 8 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 2,043 | |
Unamortized debt discount | 31,457 | |
Note 9 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 5,570 | |
Unamortized debt discount | 44,430 | |
Note 10 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 7,233 | |
Unamortized debt discount | 47,767 | |
Note 11 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 690 | |
Unamortized debt discount | $ 27,310 | |
Note 12 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 85,083 | |
Unamortized debt discount | 14,917 | |
Note 13 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 21,233 | |
Unamortized debt discount | 28,767 | |
Note 14 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 38,487 | |
Unamortized debt discount | 40,513 | |
Note 15 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 41,315 | |
Unamortized debt discount | 74,685 | |
Note 16 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 14,721 | |
Unamortized debt discount | 66,279 | |
Note 17 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 10,109 | |
Unamortized debt discount | 39,891 | |
Note 18 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 10,758 | |
Unamortized debt discount | 41,742 | |
Note 19 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 9,792 | |
Unamortized debt discount | 46,208 | |
Note 20 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 32,609 | |
Unamortized debt discount | 67,391 | |
Note 21 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 4,707 | |
Unamortized debt discount | 50,793 | |
Note 22 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 25,820 | |
Unamortized debt discount | 54,180 | |
Note 23 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 10,802 | |
Unamortized debt discount | 45,448 | |
Note 24 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 15,971 | |
Unamortized debt discount | 63,029 | |
Note 25 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 12,699 | |
Unamortized debt discount | 70,634 | |
Note 26 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 26,631 | |
Unamortized debt discount | 73,369 | |
Note 27 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 3,366 | |
Unamortized debt discount | 52,634 | |
Note 28 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 2,714 | |
Unamortized debt discount | $ 50,786 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Principal Amount | $ 463,050 | $ 106,361 |
Unamortized debt discount | (823,607) | $ (527,389) |
JSJ Investment Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 300,000 | |
Gross proceeds from note | 286,000 | |
Original Issue Discount | $ 14,000 | |
Convertible rate | 50.00% | |
Convertible notes payable | $ 300,000 | |
Unamortized debt discount | 155,678 | |
Union Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 50,000 | |
Interest Rate | 8.00% | |
Convertible notes payable | $ 50,000 | |
Unamortized debt discount | 28,767 | |
KBM Worldwide Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | $ 79,000 | |
Interest Rate | 8.00% | |
Convertible rate | 58.00% | |
Convertible notes payable | $ 79,000 | |
Unamortized debt discount | 40,513 | |
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 | 74,685 | |
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 | 66,279 | |
Adar Bays, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 50,000 | |
Gross proceeds from note | $ 50,000 | |
Interest Rate | 8.00% | |
Convertible notes payable | $ 50,000 | |
Unamortized debt discount | 39,891 | |
LG Capital Funding, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 52,500 | |
Gross proceeds from note | $ 50,000 | |
Interest Rate | 8.00% | |
Convertible notes payable | $ 52,500 | |
Unamortized debt discount | 41,741 | |
Black Mountain Equities, Inc. [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 250,000 | |
Gross proceeds from note | 100,000 | |
Original Issue Discount | $ 6,000 | |
Convertible rate | 60.00% | |
Convertible notes payable | $ 118,000 | |
Unamortized debt discount | 98,842 | |
Cardinal Capital Group, Inc.[Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 55,500 | |
Gross proceeds from note | 50,000 | |
Original Issue Discount | $ 5,500 | |
Convertible rate | 55.00% | |
Convertible notes payable | $ 55,500 | |
Unamortized debt discount | 50,793 | |
Macallan Partners, LLC[Member] | ||
Debt Instrument [Line Items] | ||
Original Note | $ 80,000 | |
Interest Rate | 8.00% | |
Convertible rate | 50.00% | |
Convertible notes payable | $ 80,000 | |
Unamortized debt discount | 54,180 | |
Actus Private Equity Fund LLC[Member] | ||
Debt Instrument [Line Items] | ||
Original Note | $ 56,250 | |
Interest Rate | 8.00% | |
Convertible rate | 55.00% | |
Convertible notes payable | $ 56,250 | |
Unamortized debt discount | 45,448 | |
Vis Vires, Inc, [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | $ 132,500 | |
Interest Rate | 8.00% | |
Convertible rate | 58.00% | |
Convertible notes payable | $ 132,500 | |
Unamortized debt discount | 113,815 | |
JMJ Financial Note [Member] | ||
Debt Instrument [Line Items] | ||
Original Note | 150,000 | |
Gross proceeds from note | 75,000 | |
Original Issue Discount | 15,000 | |
Convertible notes payable | 83,333 | |
Unamortized debt discount | $ 70,634 |
Convertible Promissory Notes 30
Convertible Promissory Notes (Details Narrative) (Parenthetical) | 6 Months Ended |
Jun. 30, 2015 | |
JSJ Investment Note [Member] | |
Terms | The JSJ Note is convertible at 50% of the lowest trading stock price of Blue Waters 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 Waters 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 Waters 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 Waters 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 Waters 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). |
Adar Bays, LLC [Member] | |
Terms | The Company has the right to repay the AB Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. |
LG Capital Funding, LLC [Member] | |
Terms | The Company has the right to repay the LG Notes at any time during the first six months of the notes at a rate of 125% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 150, and 145% of the unpaid principal amount between days 151 and 180. |
Black Mountain Equities, Inc. [Member] | |
Terms | The Black Notes is convertible at 60% of the lowest trading price of Blue Waters common stock during the twenty five trading days period prior to the conversion date after 180 days. In addition, the Promissory Note provides for changes in conversion price should certain events occur (as defined). |
JMJ Financial Note [Member] | |
Terms | At any time after 180 days of the Effective Date, the Investor may convert all or part of the JMJ Note into shares of Blue Waters common stock at the lesser of $0.09 a share or 60% of the lowest trade price in the 25 trading days prior to the conversion. |
Convertible Promissory Notes 31
Convertible Promissory Notes (Details Narrative 1) (USD $) - USD ($) | May. 08, 2015 | May. 06, 2015 | Apr. 30, 2015 | Apr. 17, 2015 | Feb. 20, 2015 | Feb. 17, 2015 | Feb. 09, 2015 | Jan. 27, 2015 | Dec. 22, 2014 | Jun. 30, 2015 |
Note redemption | ||||||||||
Reclassify fair value of derivative to equity upon payoff of convertible notes | $ 1,286,363 | |||||||||
JSJ Investment Note [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 1,637,066 | |||||||||
Gain (Loss) on derivative liablitiy | $ 1,344,066 | 842,643 | ||||||||
Fair value of derivative | $ 966,821 | |||||||||
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) | 5 months | 3 months 2 days | ||||||||
Minimum Price per share | $ 0.073 | $ 0.0445 | ||||||||
Maximum Price per share | $ 0.107 | |||||||||
Union Note 1 [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 389,282 | |||||||||
Gain (Loss) on derivative liablitiy | $ 339,282 | $ 312,960 | ||||||||
Fair value of derivative | $ 76,322 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 277.00% | 223.00% | ||||||||
Risk-free interest rate | 0.18% | 0.26% | ||||||||
Expected Life (years) | 1 year | 5 months 7 days | ||||||||
Minimum Price per share | $ 0.09 | $ 0.0445 | ||||||||
KBM Worldwide Note [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 110,668 | |||||||||
Gain (Loss) on derivative liablitiy | $ 31,668 | $ 18,431 | ||||||||
Fair value of derivative | $ 92,237 | |||||||||
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) | 7 months 5 days | 3 months 8 days | ||||||||
Minimum Price per share | $ 0.0129 | $ 0.0445 | ||||||||
JDF Note [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 353,080 | |||||||||
Gain (Loss) on derivative liablitiy | $ 30,412 | $ 102,174 | ||||||||
Fair value of derivative | $ 140,238 | |||||||||
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) | 1 year | 6 months 4 days | ||||||||
Minimum Price per share | $ 0.11 | $ 0.0445 | ||||||||
Blue Citi [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 289,664 | |||||||||
Gain (Loss) on derivative liablitiy | $ 189,664 | $ 135,107 | ||||||||
Fair value of derivative | $ 268,870 | |||||||||
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) | 1 year | 6 months 1 day | ||||||||
Minimum Price per share | $ 0.096 | $ 0.0445 | ||||||||
Adar Bays, LLC [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 78,755 | |||||||||
Gain (Loss) on derivative liablitiy | $ 28,755 | $ 20,729 | ||||||||
Fair value of derivative | $ 58,026 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 223.00% | 223.00% | ||||||||
Risk-free interest rate | 0.15% | 0.25% | ||||||||
Expected Life (years) | 1 year | 8 months | ||||||||
Minimum Price per share | $ 0.08 | $ 0.0445 | ||||||||
LG Capital Funding, LLC [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 83,902 | |||||||||
Gain (Loss) on derivative liablitiy | $ 31,402 | $ 22,951 | ||||||||
Fair value of derivative | $ 60,951 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 223.00% | 223.00% | ||||||||
Risk-free interest rate | 0.15% | 0.25% | ||||||||
Expected Life (years) | 1 year | 8 months | ||||||||
Minimum Price per share | $ 0.058 | $ 0.0445 | ||||||||
Black Mountain Equities, Inc. [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 184,338 | |||||||||
Gain (Loss) on derivative liablitiy | $ 84,338 | $ 42,478 | ||||||||
Fair value of derivative | $ 141,860 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 223.00% | 223.00% | ||||||||
Risk-free interest rate | 0.15% | 0.25% | ||||||||
Expected Life (years) | 1 year | 9 months 8 days | ||||||||
Minimum Price per share | $ 0.05 | $ 0.0445 | ||||||||
Maximum Price per share | $ 0.0732 | |||||||||
Cardinal Capital Group, Inc.[Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 82,865 | |||||||||
Gain (Loss) on derivative liablitiy | $ 27,365 | $ 14,987 | ||||||||
Fair value of derivative | $ 121,604 | |||||||||
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) | 2 years | 1 year 8 months 7 days | ||||||||
Minimum Price per share | $ 0.078 | $ 0.0445 | ||||||||
Macallan Partners, LLC[Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 110,532 | |||||||||
Gain (Loss) on derivative liablitiy | $ 30,532 | $ 11,214 | ||||||||
Fair value of derivative | $ 99,318 | |||||||||
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) | 5 months 1 day | 3 months 5 days | ||||||||
Minimum Price per share | $ 0.0795 | $ 0.0445 | ||||||||
Actus Private Equity Fund LLC[Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 103,539 | |||||||||
Gain (Loss) on derivative liablitiy | $ 47,289 | $ 24,807 | ||||||||
Fair value of derivative | $ 78,732 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 223.00% | 223.00% | ||||||||
Risk-free interest rate | 0.15% | 0.15% | ||||||||
Expected Life (years) | 7 months 5 days | 6 months 1 day | ||||||||
Minimum Price per share | $ 0.0786 | $ 0.0445 | ||||||||
Vis Vires, Inc, [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 148,517 | |||||||||
Gain (Loss) on derivative liablitiy | $ 16,017 | $ 5,703 | ||||||||
Fair value of derivative | $ 142,814 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 223.00% | 223.00% | ||||||||
Risk-free interest rate | 0.15% | 0.25% | ||||||||
Expected Life (years) | 7 months 5 days | 6 months 1 day | ||||||||
Minimum Price per share | $ 0.055 | $ 0.0445 | ||||||||
Maximum Price per share | $ 0.079 | |||||||||
JMJ Financial Note [Member] | ||||||||||
Note redemption | ||||||||||
Embedded derivative | $ 76,381 | |||||||||
Gain (Loss) on derivative liablitiy | $ 76,381 | $ 6,236 | ||||||||
Fair value of derivative | $ 70,145 | |||||||||
Black-scholes option pricing method | ||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||
Expected volatility | 223.00% | 223.00% | ||||||||
Risk-free interest rate | 0.15% | 0.25% | ||||||||
Expected Life (years) | 2 years | 1 year 8 months 5 days | ||||||||
Minimum Price per share | $ 0.078 | $ 0.0445 |
Convertible Promissory Notes 32
Convertible Promissory Notes (Details Narrative 2) - Jun. 30, 2015 - USD ($) | Total | Total |
JSJ Investment Note [Member] | ||
Interest Expense | $ 109,515 | $ 144,322 |
Union Note 1 [Member] | ||
Interest Expense | 12,466 | 21,233 |
KBM Worldwide Note [Member] | ||
Interest Expense | 26,333 | 38,487 |
JDF Note [Member] | ||
Interest Expense | 28,921 | 41,315 |
Blue Citi [Member] | ||
Interest Expense | 26,926 | 41,721 |
Adar Bays, LLC [Member] | ||
Interest Expense | 10,109 | 10,109 |
LG Capital Funding, LLC [Member] | ||
Interest Expense | 10,758 | 10,758 |
Black Mountain Equities, Inc. [Member] | ||
Interest Expense | 13,158 | 13,158 |
Cardinal Capital Group, Inc.[Member] | ||
Interest Expense | 4,707 | 4,707 |
Macallan Partners, LLC[Member] | ||
Interest Expense | 25,820 | 25,820 |
Actus Private Equity Fund LLC[Member] | ||
Interest Expense | 10,802 | 10,802 |
Vis Vires, Inc, [Member] | ||
Interest Expense | $ 18,685 | $ 18,685 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Preferred Stock, shares issued | 150,000 | 150,000 |
Preferred Stock, shares outstanding | 150,000 | 150,000 |
Series B Preferred stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,300,000 | |
Preferred stock, par value | $ 0.001 | |
Preferred Stock, shares issued | 1,209,548 | |
Preferred Stock, shares outstanding | 1,209,548 | |
Conversion Of Stock | one-time stock dividend of one (1) share of Series B Preferred Stock for every one-hundred (100) shares of common stock held. |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Equity [Abstract] | |||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | |
Common Stock, Shares Issued | 121,645,987 | 126,206,213 | |
Par value | $ 0.001 | $ 0.001 | |
Cancellation of Common Stock, shares | 12,500,000 | ||
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 | ||
Issuance of common shares for conversion of debt, shares | 706,422 | ||
Issuance of common shares for conversion of debt, amount | $ 17,000 | $ 5,000 |
Strategic Alliance Agreement 35
Strategic Alliance Agreement with Taurus Financial Partners, LLC (Details) - Jun. 30, 2015 - USD ($) | Total |
Stream Flow Media, Inc. [Member] | |
Shares owned of subsidiary | 20,000,000 |
Ownership | 20.00% |
Related costs | $ 32,524 |
Share, value | $ 200,000 |
Next Level Hockey, LLC [Member] | |
Ownership | 15.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Accounts payable acquired | $ 527,607 | $ 494,718 |
Taurus | Common stock[Member] | ||
Related Party Transaction [Line Items] | ||
Shares, owned | 16,000,000 | 16,000,000 |
Ownership | 12.70% | 12.70% |
Taurus | Preferred stock [Member] | ||
Related Party Transaction [Line Items] | ||
Shares, owned | 150,000 | 150,000 |
Ownership | 100.00% | 100.00% |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 287,159 | |
Less accumulated depreciation | (244) | |
Property and equipment, net | 286,915 | |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,922 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 284,237 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - Jun. 30, 2015 - USD ($) | Total | Total |
Property, Plant and Equipment [Abstract] | ||
Useful Life | 5 years | |
Depreciation | $ 146 | $ 244 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | Aug. 06, 2015 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||
Capital stock, authorized | 2,500,000,000 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Capital stock, authorized | 2,495,000,000 | |
Preferred stock [Member] | ||
Subsequent Event [Line Items] | ||
Capital stock, authorized | 5,000,000 | |
Series A Preferred stock [Member] | ||
Subsequent Event [Line Items] | ||
Voting Rights | Each share of Series A Preferred Stock now carries three-thousand (3,000) votes | |
Subsequent Events [Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | $ 142,500 | |
Spero Holdings, LLC.[Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | 50,000 | |
GDW Holdings Group, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | 55,000 | |
Vis Vires, Inc, [Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | 53,500 | |
Adar Bays, LLC Convertible Promissory Note 2 [Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | $ 0 | |
Issuance of common shares for conversion of debt, shares | 3,553,892 | |
Issuance of common shares for conversion of debt, amount | $ 45,000 | |
LG Capital Funding, LLC Convertible Promissory Note 2 [Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | $ 50,000 | |
Issuance of common shares for conversion of debt, shares | 4,363,034 | |
Issuance of common shares for conversion of debt, amount | $ 50,000 | |
Union Capital, LLC Convertible Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Principal Amount | $ 35,000 | |
Issuance of common shares for conversion of debt, shares | 1,759,784 | |
Issuance of common shares for conversion of debt, amount | $ 15,000 |