Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 19, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Alkame Holdings, Inc. | ' |
Entity Central Index Key | '0001522165 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 69,878,939 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $42,526 | $128,258 |
Accounts receivable | 77,546 | 331 |
Prepaid expenses - current | 520,000 | 624,500 |
Inventory | 29,981 | 45,598 |
Deposits | 13,876 | 15,032 |
Total current assets | 683,929 | 813,719 |
Fixed and Intangible assets: | ' | ' |
Manufacturing equipment, net | 6,989 | ' |
Intangible assets, net | 5,930 | 7,352 |
Fixed and intangible assets, net | 12,919 | 7,352 |
Other assets: | ' | ' |
Deferred finance costs | 40,834 | 47,085 |
Prepaid expenses - long term | 65,000 | 260,000 |
Total other assets | 105,834 | 307,085 |
Total assets | 802,682 | 1,128,156 |
LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY | ' | ' |
Accounts payable and accrued expenses | 207,144 | 62,702 |
Accrued interest | 76,903 | 36,347 |
Loans from officer | 3,489 | 3,489 |
Notes payable | 548,490 | 53,490 |
Total current liabilities | 836,026 | 156,028 |
Other liabilities: | ' | ' |
Notes payable - long term | 350,000 | 750,000 |
Total liabilities | 1,186,026 | 906,028 |
Stockholders (deficit) equity | ' | ' |
Series A Convertible Preferred stock - $.001 par value, 12,000,000 designated; issued and outstanding - 12,000,000 and 12,000,000 shares respectively | 12,000 | 12,000 |
Series B Converitlbe Preferred stock - $.001 par value, 70,000,000 shares designates; issued and outstanding 65,210,834 and 0 shares respectively | 65,211 | ' |
Series C Convertible Preferred stock - $.0001 par value, 10,000,000 shares designated; issued and outstanding 0 shares | ' | ' |
Common stock - $.001 par value, authorized - 900,000,000 shares; issued and outstanding - 69,878,939 and 135,089,766 shares, respectively | 69,879 | 135,090 |
Additional paid-in capital | 5,548,405 | 5,548,405 |
Accumulated deficit | -6,078,839 | -5,473,367 |
Total stockholders (deficit) equity | -383,344 | 222,128 |
Total liabilities and stockholders equity (deficit) | $802,682 | $1,128,156 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Issued and outstanding | 69,878,939 | 135,089,766 |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Issued and outstanding | 12,000,000 | 12,000,000 |
Preferred Stock, Series A, Par Value | $0.00 | $0.00 |
Preferred Stock, Series A, Designated | 12,000,000 | 12,000,000 |
Preferred Stock, Series A, Issued and Outstanding | 12,000,000 | 12,000,000 |
Preferred Stock, Series B, Par Value | $0.00 | $0.00 |
Preferred Stock, Series B, Designated | 70,000,000 | 70,000,000 |
Preferred Stock, Series B, Issued and Outstanding | 65,210,834 | 0 |
Preferred Stock, Series C, Par Value | $0.00 | $0.00 |
Preferred Stock, Series C, Designated | 10,000,000 | 10,000,000 |
Preferred Stock, Series C, Issued and Outstanding | 69,878,939 | 135,089,766 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $69,820 | ' | $99,011 | ' |
Cost of goods sold | 63,737 | 51,598 | 95,623 | 51,598 |
Gross loss | 6,083 | -51,598 | 3,388 | -51,598 |
Operating expenses: | ' | ' | ' | ' |
Selling expenses | 191,765 | 115,603 | 399,865 | 189,221 |
General and administrative | 84,768 | 3,351,837 | 150,770 | 3,352,009 |
Depreciation and amortization | 711 | ' | 1,422 | ' |
Total operating expenses | 277,244 | 3,467,440 | 552,057 | 3,541,230 |
Loss from operations | -217,161 | -3,519,038 | -548,669 | -3,592,828 |
Other expenses: | ' | ' | ' | ' |
Amortization of deferred finance costs | 10,625 | 5,000 | 16,250 | ' |
Interest expense | 21,250 | 9,474 | 40,553 | 9,474 |
Total other expenses | 31,875 | 14,474 | 56,803 | 14,474 |
Net loss applicable to common stock holders | ($303,036) | ($3,533,512) | ($605,472) | ($3,607,302) |
Net Loss per share - basic and diluted | $0 | ($0.02) | ($0.01) | ($0.02) |
Weighted average number of shares outstanding- basic and diluted | 69,878,939 | 148,379,553 | 79,606,503 | 160,359,107 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($605,472) | ($3,607,302) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Common stock issued for services | ' | 3,266,550 |
Expenses paid on behalf for services | ' | 63,000 |
Amortizaton of prepaid assets | 309,500 | ' |
Amoritization of deferred financing costs | 16,250 | ' |
Depreciation and amortization | 1,601 | ' |
Accounts receivable - trade | -77,215 | ' |
Deposits | 1,156 | ' |
Inventory | 15,617 | ' |
Prepaid expenses | -10,000 | ' |
Accrued interest | 40,556 | ' |
Accounts payable and accrued expenses | 144,444 | 6,779 |
Net cash used in operating activities | -163,564 | -270,973 |
Cash flows from investing activities | ' | ' |
Purchase of equipment | -7,168 | ' |
Net cash used in investing activities | -7,168 | ' |
Cash flows from financing activities: | ' | ' |
Payments on Financing costs | -10,000 | ' |
Proceeds from related party | ' | 7,985 |
Payments to related party | ' | -21,657 |
Proceeds from notes payable | 100,000 | 500,000 |
Payments of notes payable | -5,000 | -8,500 |
Net cash provided by financing activities | 85,000 | 477,828 |
Net increase (decrease) in cash | -85,732 | 206,855 |
Cash at beginning of period | 128,258 | 145 |
Cash at end of period | 42,526 | 207,000 |
Supplemental Schedule of Cash Flow Information: | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for income taxes | ' | ' |
Supplemental Schedules of Noncash Investing and Financing Activities: | ' | ' |
Conversion of common stock into Series B convertible preferred stock | $65,211 | ' |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Nature of Operations | ' |
Alkame Holdings, Inc. (fka Pinacle Enterprise Inc.) (the "Company", “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on April 19, 2010. The Company is in the business of distributing bottled/canned alkaline, antioxidant and oxygenated water. | |
On June 24, 2013, the Company entered into a share exchange agreement with Alkame and the shareholders of all of the issued and outstanding shares of Alkame. On June 25, 2013, the Company acquired 100% of the members’ shares of Alkame Water, Inc. (“Alkame”), a Company incorporated in the state of Nevada on March 1, 2012, in exchange for 150,000,000 common shares, comprised of 116,666,667 common shares privately transacted from the President of Company and the issuance of 33,333,333 common shares to shareholders of Alkame. Effectively, Alkame held 71% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Alkame is deemed to be the acquirer and or the surviving entity for accounting purposes. | |
As part of the acquisition transaction, all assets and liabilities of Alkame Holdings, Inc. at the date of acquisition were assumed by the former management. | |
The transaction is accounted for using the purchase method of accounting. As a result of the recapitalization and change in control, Alkame is the acquiring entity in accordance with ASC 805, Business Combinations. Accordingly, the historical financial statements are those of Alkame, the accounting acquirer, immediately following the consummation of the reverse merger. | |
The Company ceased to be a Development Stage Company during the year ended December 31, 2013. | |
As a result of the exchange transaction, our board of directors decided to change our fiscal yearend from January 31 to December 31. |
Going_Concern
Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
These accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. For the six months ended June 30, 2014, the Company has recognized only $99,011 in revenue and as of June 30, 2014 had an accumulated deficit of $6,078,839. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These accompanying unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for any interim period or an entire year. The Company applies the same accounting policies and methods in its interim financial statements as those in the most recent audited annual financial statements. The financial statements and notes included herein should be read in conjunction with the annual financial statements and notes for the year ended December 31, 2013 included in the Company’s filing on Form 10-K. | |
The financial statements of the Company have been prepared in accordance with US GAAP and are expressed in U.S. dollars. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is December 31. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
As of | |||||||||
30-Jun-14 | June 30, 2013 | ||||||||
Series A Convertible Preferred Stock | 600,000,000 | 600,000,000 | |||||||
Series B Convertible Preferred Stock | 65,210,834 | — | |||||||
Reverse_Acquisition
Reverse Acquisition | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Reverse Acquisition | ' |
On June 25, 2013, the Company acquired 100% of the members’ shares of Alkame, a company incorporated in the state of Nevada on March 1, 2012, in exchange for 150,000,000 common shares, comprised of 116,666,667 common shares privately transacted from the President of Company and the issuance of 33,333,333 common shares to shareholders of Alkame. Effectively, Alkame held 71% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse acquisition, where Alkame is deemed to be the acquirer for accounting purposes. | |
As part of the acquisition transaction, all assets and liabilities of Alkame Holdings, Inc. (fka Pinacle Enterprise, Inc.) at the date of acquisition were assumed by the former management. | |
As a result of the exchange transaction, our board of directors decided to change our fiscal yearend from January 31 to December 31. |
Notes_Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2014 | |
Receivables [Abstract] | ' |
Notes Payable | ' |
Current: | |
The Company owed $48,490 and $53,490 at June 30, 2014 and December 31, 2013 respectively to a stockholder and former director. | |
During the year ended December 31, 2013, the Company had $63,000 in expenses paid on its behalf by this shareholder and former director which was recorded as a Note. On August 1, 2013, the Company and note holder amended the Note by mutual agreement increasing the principal amount by an additional $10,000 for other services rendered by the former director. The Note is unsecured, and only begins accruing interest beginning August 1, 2014 at 5% per annum on the unpaid principal thereafter. | |
During the six months ended June 30, 2014 and 2013, the Company repaid $5,000 and $8,500 of the Note respectively. | |
Long-term: | |
On March 29, 2013, the Company entered into a two year promissory note agreement for $500,000. On April 8, 2013, the Company received $200,000 and on May 1, 2013, the Company received $300,000. On September 27, 2013, the note agreement was amended to include an additional advance to the Company of $250,000. Pursuant to the agreement, the loan is secured with a general security agreement, bears interest at 10% per annum, and $500,000 is due on March 30, 2015 and $250,000 is due on September 27, 2015. As at June 30, 2014 and December 31, 2013, the Company has accrued interest of $76,903 and $36,347, respectively. The original note, and the amendment, each mature two years from date of issuance or amendment. | |
On March 11, 2014, the Company entered into an additional two year promissory note agreement for an additional $100,000 from the same investor group, on the same terms as outlined above. | |
As of June 30, 2014, the Company classified $500,000 of this note payable to current liability. | |
The Company paid 10% of proceeds from $750,000 of the long-term notes payable as financing cost of $75,000 to a consultant. The Company will amortize this cost over the term of the long-term note payable. | |
The Company paid 10% of proceeds from the $100,000 long-term notes payable as financing cost of $10,000 to a consultant. The Company will amortize this cost over the term of the long-term note payable. | |
During the three and six months ended June 30, 2014, the Company charged to operations $10,625 and $16,250 as amortization of deferred financing costs, respectively. As of June 30, 2014 and December 31, 2013, remaining balance in deferred financing cost of $40,834 and $47,084, respectively is presented as part of other assets. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
During the six months ended June 30, 2014 and 2013, the Company received $0 and $7,985 respectively in cash loans, and made cash payments on these amounts owing totaling $0 and $21,657 during the same periods. | |
As of June 30, 2014 and December 31, 2013, the Company owed $3,489, to its President. The amounts owing are unsecured, non-interest bearing and due on demand. |
Stockholders_Deficit
Stockholders Deficit | 6 Months Ended | ||
Jun. 30, 2014 | |||
Equity [Abstract] | ' | ||
Stockholders Deficit | ' | ||
Where applicable, all common share numbers have been restated to retroactively reflect, the 1:3 reverse split affected by the Company on January 8, 2014. | |||
a) Authorized | |||
Authorized capital stock consists of: | |||
• 900,000,000 common shares with a par value of $0.001 per share; and | |||
• 100,000,000 preferred shares with a par value of $0.001 per share; | |||
• | The Company has designated 12,000,000 shares as Series A Convertible Preferred Series Stock. Each share of Series A Preferred Stock is convertible into five (5) share of Common Stock. | ||
• | The Company has designated 70,000,000 shares as Series B Convertible Preferred Series Stock. Each share of Series B Preferred Stock is convertible into one (1) share of Common Stock. | ||
• | The Company has designated 10,000,000 shares as Series C Convertible Preferred Series Stock. Each share of Series C Preferred Stock is convertible into $1.00 of Common Shares at the market price on the date of conversion. | ||
Increase in authorized shares | |||
On January 24, 2014, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State. The Certificate of Amendment amends Article III of the Company’s Articles of Incorporation to authorize the issuance of up to one hundred million (100,000,000) shares of Preferred Stock, par value $0.001 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Company’s Board of Directors from time to time. As a result of the Certificate of Amendment, we now have one billion (1,000,000,000) authorized shares, par value $0.001 per share, consisting of two classes designated as “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock that we have authority to issue is nine hundred million (900,000,000) shares and the total number of shares of Preferred Stock that we have authority to issue is one hundred million (100,000,000) shares. The Company’s Board of Directors and a majority of our shareholders approved the Certificate of Amendment. | |||
Series B Convertible Preferred Stock | |||
On January 24, 2014, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up to seventy million (70,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will participate on an equal basis per-share with holders of our common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B Preferred Stock are entitled to convert each share of Series B Preferred Stock into one (1) share of common stock. Holders of Series B Preferred Stock are also entitled to vote together with the holders of our common stock and Series A Preferred Stock on all matters submitted to shareholders at a rate of one (1) vote for each share held. | |||
The rights of the holders of Series B Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 24, 2014. | |||
Series C Convertible Preferred Stock | |||
On January 24, 2014, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to ten million (10,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will be entitled to receive the Stated Value per share ($1.00) in any distribution upon winding up, dissolution, or liquidation. Holders of Series C Preferred Stock are entitled to convert such number of shares of Common Stock equal to the quotient of the Stated Value per share divided by the closing price of our common stock on the day of conversion. Holders of Series C Preferred Stock are also entitled to vote together with the holders of our common stock, Series A Preferred Stock and Series B Preferred Stock on all matters submitted to shareholders at a rate of one (1) vote for each share held. | |||
The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 24, 2014. | |||
b) Share Issuances | |||
On January 28, 2014, six stockholders exchanged a total of 65,210,834 common shares for 65,210,834 Series B Convertible Preferred Stock. | |||
As of June 30, 2014 and December 31, 2013, there were 69,878,939 and 135,089,766 shares of common stock issued and outstanding, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||
Jun. 30, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Commitments and Contingencies | ' | ||
Litigation | |||
a) In April 2014, the Company was notified that a note holder disputes the balance of his note as recorded on the books of the Company. The discrepancy arises from a question regarding expenses that the holder claims were paid on behalf of the Company and subsequent payments that the Company recorded as payments against the note. The Company has no record of the expenses claimed to be due, and is in negotiations to settle this matter. The Company has accrued $28,000 to cover the potential expenses and adjustments to accrued interest if the claim is substantiated. The Company believes it has properly accounted for all payments made to the individual and has provided documentation to him substantiating its position. | |||
b) In May 2014, the Company received notice that a complaint was filed in District Court, Clark County, NV alleging that the Company and various unnamed defendants are liable to a Mr. Renard Wiggins with regard to commissions and equity purportedly owed Mr. Wiggins, for services allegedly rendered in raising capital on behalf of the Company prior to the reverse merger between Alkame Holdings, Inc. (fka Pinacle Enterprises Inc.) and Alkame Water, Inc. in June 2013. After initial review, the Company has filed for a dismissal of the case with the District Court, does not believe there is any validity to the claims of Mr. Wiggins, and intends to vigorously continue defending against these claims. There has been no update till the date of filing of this Report. | |||
Material Agreements | |||
On April 21, 2014, the Company entered into a Stock Purchase Definitive Agreement with Xtreme Technologies, Inc., an Idaho corporation. In accordance with the terms of the Agreement, the Company will purchase all of the outstanding shares of Xtreme for the purchase price of $2,000,000.00, payable as follows: | |||
• | A cash payment of $50,000 has been previously paid as a non-refundable deposit; | ||
• | An additional cash payment of $525,000 shall be paid on or before the Closing Date (defined below), which, along with the initial $50,000 deposit, shall pay the obligations on Xtreme’s balance sheet; | ||
• | The balance of $1,425,000.00 shall be payable by the issuance of shares of the Company’s Series C Preferred Stock with a stated value of $1.00 per share to be divided pro rata among the Company’s shareholders of record as of the Closing Date. The Series C Preferred Stock shall include an option to convert such shares of Series C Preferred Stock into the Company’s Common Stock at the closing price of the Company’s common stock, as quoted on the OTCQB; and | ||
• | One of Xtreme’s previous officers and directors holds outstanding options to purchase up to 1,009,000 shares of Xtreme’s common stock at the price of $0.10 per share. At the Closing Date, pursuant to Idaho law, Xtreme shall notify this previous officer and director of his 30-day right to exercise any or all of his remaining options. If he elects to exercise any of his options within such 30-day period, the Company agrees to issue additional shares of Series C Preferred Stock in exchange for such Xtreme shares. | ||
This potential acquisition remains subject to, among other things, completing customary pre-closing due diligence, Xtreme’s shareholder approval and entering into a definitive agreement. The Company originally expected the definitive agreement to be signed by all parties on or before the end of January 31, 2014. The Company has still not signed the agreement but expect to in the coming months. There can be no assurance that any transaction will be completed as proposed or at all. |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||
Jun. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events, other than the following: | |||
On August 6, 2014, the Company received $75,000 in funding from the sale of a long-term convertible note. The Company will receive tranches from the investor from time to time up to a maximum of $350,000 net of an original issue discount of 10%). | |||
The note(s) mature two years from date of funding, and has a conversion price which is the lesser of: | |||
1 | $0.10 per share; or | ||
2 | 60% of the lowest trade price in the 25 trading days previous to the conversion | ||
The note carries no interest for the first 90 days, and if not repaid in that time frame, a one-time interest charge of 12% will be applied to the principal sum. | |||
On August 15, 2014, the Company received $45,000 in funding from the sale of a short-term convertible debenture due January 31, 2015. | |||
The note: | |||
1 | Carries interest at 12% per annum; | ||
2 | Converts at 50% of the lowest closing bid price in the 20 trading days previous to the conversion | ||
3 | Can be prepaid with a premium of 25% to 50% depending on the remaining time to maturity |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Use of Estimates | ' | ||||||||
The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. | |||||||||
Basic and Diluted Net Loss per Share | ' | ||||||||
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Such securities, shown below, presented on a common share equivalent basis and outstanding as of June 30, 2014 and 2013 have been excluded from the per share computations: | |||||||||
As of | |||||||||
30-Jun-14 | June 30, 2013 | ||||||||
Series A Convertible Preferred Stock | 600,000,000 | 600,000,000 | |||||||
Series B Convertible Preferred Stock | 65,210,834 | — | |||||||
Financial Instruments | ' | ||||||||
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||||||||
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 Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |||||||||
Income Taxes | ' | ||||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |||||||||
Revenue Recognition | ' | ||||||||
The Company will recognize revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or title has passed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. | |||||||||
Revenues are recognized upon shipment, provided that a signed purchase order has been received, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining significant obligations. Reserves for sales returns and allowances, including allowances for so called “ship and debit” transactions, are recorded at the time of shipment, based on historical levels of returns and discounts, current economic trends and changes in customer demand. Certain Internet generated transactions that are prepaid at time of order, are recognized at the time the merchandise ships from the warehouse to the customer. | |||||||||
Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of Anti-Dilutive Series A Convertible Preferred Stock | ' | ||||||||
As of | |||||||||
30-Jun-14 | June 30, 2013 | ||||||||
Series A Convertible Preferred Stock | 600,000,000 | 600,000,000 | |||||||
Series B Convertible Preferred Stock | 65,210,834 | — | |||||||
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business (Details Narrative) | 6 Months Ended |
Jun. 30, 2014 | |
Date of Incorporation | 19-Apr-10 |
Shares Issued, related party | 116,666,667 |
Shares Issued, former shareholders of Alkame Water | 33,333,333 |
Shares Issued, Reverse Merger | 150,000,000 |
Acquisition of Alkame Water | 100.00% |
Acquisition of the Company by Alkame Water | 71.00% |
Alkame Water Inc. | ' |
Date of Reverse Merger | 25-Jun-13 |
Shares Issued, related party | 116,666,667 |
Shares Issued, former shareholders of Alkame Water | 33,333,333 |
Shares Issued, Reverse Merger | 150,000,000 |
Acquisition of Alkame Water | 100.00% |
Acquisition of the Company by Alkame Water | 71.00% |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Accumulated deficit | ($6,078,839) | ' | ($6,078,839) | ' | ($5,473,367) |
Revenues | $69,820 | ' | $99,011 | ' | ' |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Current Fiscal year end | '--12-31 |
Schedule_of_AntiDilutive_Serie
Schedule of Anti-Dilutive Series A Convertible Preferred Stock (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Series A Convertible Preferred Stock, Anti-Dilutive | 600,000,000 | 600,000,000 |
Series B Convertible Preferred Stock, Anti-Dilutive | 65,210,834 | ' |
Reverse_Acquisition_Details_Na
Reverse Acquisition (Details Narrative) | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Acquisition of Alkame Water | 100.00% |
Acquisition of the Company by Alkame Water | 71.00% |
Shares Issued, related party | 116,666,667 |
Shares Issued, former shareholders of Alkame Water | 33,333,333 |
Shares Issued, Reverse Merger | 150,000,000 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Sep. 27, 2013 | 1-May-13 | Apr. 08, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Promissory Note 1 | Promissory Note | Promissory Note | Promissory Note | Promissory Note | Promissory Note 2 | Promissory Note 3 | ||||||
Expenses paid on behalf of the Company | ' | ' | ' | ' | $63,000 | ' | ' | ' | ' | ' | ' | ' |
Repayments of note payable | ' | ' | 5,000 | 8,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable related party | 48,490 | ' | 48,490 | ' | 53,490 | 63,000 | ' | ' | ' | ' | ' | ' |
Date entered into promissory note | ' | ' | ' | ' | ' | ' | '2013-03-29 | ' | ' | ' | ' | ' |
Promissory Note, amount | ' | ' | ' | ' | ' | ' | 500,000 | 250,000 | ' | ' | 750,000 | 100,000 |
Promissory Note, receivable | ' | ' | ' | ' | ' | 10,000 | ' | ' | 300,000 | 200,000 | ' | ' |
Date promissory note was amended | ' | ' | ' | ' | ' | '2013-08-01 | '2013-09-27 | ' | ' | ' | ' | ' |
Promissory Note, interest rate | ' | ' | ' | ' | ' | 5.00% | 10.00% | ' | ' | ' | 10.00% | 10.00% |
Promissory Note, due date | ' | ' | ' | ' | ' | ' | '2015-03-30 | ' | ' | ' | ' | ' |
Accrued interest | 76,903 | ' | 76,903 | ' | 36,347 | ' | ' | 17,597 | ' | ' | ' | ' |
Financing Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 10,000 |
Amortization of deferred finance costs | 10,625 | 5,000 | 16,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred finance costs | 40,834 | ' | 40,834 | ' | 47,085 | ' | ' | ' | ' | ' | ' | ' |
Current liability | $500,000 | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' | ' | ' |
Proceeds from related parties | ' | $7,985 | ' |
Payments to related party | ' | -21,657 | ' |
Loans from officer | $3,489 | ' | $3,489 |
Stockholders_Equity_Details_Na
Stockholders Equity (Details Narrative) (USD $) | Jun. 30, 2014 | Jan. 28, 2014 | Jan. 24, 2014 | Dec. 31, 2013 |
Equity [Abstract] | ' | ' | ' | ' |
Common Stock, Par Value | $0.00 | ' | ' | $0.00 |
Common Stock, Shares Authorized | 900,000,000 | ' | ' | 900,000,000 |
Common Stock, Issued and outstanding | 69,878,939 | ' | ' | 135,089,766 |
Preferred Stock, Par Value | $0.00 | ' | ' | ' |
Preferred Stock, Shares Authorized | 20,000,000 | ' | ' | 20,000,000 |
Preferred Stock, Series A, Designated | 12,000,000 | ' | ' | 12,000,000 |
Preferred Stock, Series B, Designated | 70,000,000 | ' | ' | 70,000,000 |
Preferred Stock, Series C, Designated | 10,000,000 | ' | ' | 10,000,000 |
Series C Preferred Stock Designated, Stated Value | $1 | ' | ' | ' |
Authorized Issuance Preferred Stock, Shares | ' | ' | 100,000,000 | ' |
Authorized Issuance Preferred Stock, Par Value | ' | ' | $0.00 | ' |
Shares Authorized, Shares | ' | ' | 1,000,000,000 | ' |
Shares Authorized, Par Value | ' | ' | $0.00 | ' |
Authorized Issuance Common Stock, Shares | ' | ' | 90,000,000 | ' |
Series B Preferred Stock Designated, Shares | ' | ' | 70,000,000 | ' |
Series B Preferred Stock Designated, Par Value | ' | ' | $0.00 | ' |
Sereis C Preferred Stock Designated, Shares | ' | ' | 10,000,000 | ' |
Sereis C Preferred Stock Desiganted, Par Value | ' | ' | $0.00 | ' |
Common Shares Exchanged for Series B Preferred Stock | ' | 65,210,834 | ' | ' |
Series B Preferred Stock Issued for Exchange for Common Shares | ' | 65,210,834 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Apr. 21, 2014 | |
Xtreme | ||
Potential expenses and accrued interest | $28,000 | ' |
Purchase Price | ' | 2,000,000 |
Cash Payment | ' | 50,000 |
Additional Cash Payment | ' | 525,000 |
Initial Deposit | ' | 50,000 |
Balance | ' | 1,425,000 |
Common Stock, shares | ' | 1,009,000 |
Common Stock, Price Per Share | ' | $0.10 |
Accrued Interest | ' | $28,000 |
Subsequent_events_Details_Narr
Subsequent events (Details Narrative) (USD $) | 7 Months Ended | |
Aug. 06, 2014 | Aug. 15, 2014 | |
Long-term Promissory Note | Short-term Promissory Note | |
Convertible note | $75,000 | $45,000 |
Maximum borrowing amount | $350,000 | ' |
Original issue discount | 10.00% | ' |
Maturity Date | '2 years | ' |
Conversion price, per share | $0.10 | ' |
Conversion price, trade price | 60.00% | 50.00% |
Interest rate | 12.00% | 12.00% |