Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Jul. 20, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Alkame Holdings, Inc. | ||
Entity Central Index Key | 1,522,165 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2014 | ||
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 Public Float | $ 1,938,039 | ||
Entity Common Stock, Shares Outstanding | 161,503,259 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $ 172,730 | $ 128,258 |
Accounts receivable (net of bad debt reserve of $23,000 and $0, respectively) | 82,510 | 331 |
Prepaid expenses - current | 260,000 | 624,500 |
Inventory | $ 70,243 | 45,598 |
Deposits | 15,032 | |
Total current assets | $ 585,483 | $ 813,719 |
Fixed and intangible assets: | ||
Manufacturing equipment, net | 11,149 | |
Software | 17,995 | |
Intangible assets, net | 4,509 | $ 7,352 |
Fixed and intangible assets, net | 33,653 | 7,352 |
Other assets: | ||
Deferred finance costs | 63,375 | $ 47,085 |
Investments | $ 68,400 | |
Prepaid expenses - long term | $ 260,000 | |
Total other assets | $ 131,775 | 307,085 |
Total assets | 750,911 | 1,128,156 |
Current liabilities: | ||
Accounts payable and accrued expenses | 544,530 | 62,702 |
Accrued interest | 146,046 | 36,347 |
Loans from officer | 3,489 | 3,489 |
Notes payable | 762,000 | $ 53,490 |
Convertible debentures (net of debt discount of $280,288 and $0, respectively) | 168,961 | |
Derivative instrument liability | 1,018,782 | |
Total current liabilities | 2,643,808 | $ 156,028 |
Long-term liabilities: | ||
Notes payable long-term | 131,490 | $ 750,000 |
Convertible debt long-term (net of debt discount of $132,254 and $0, respectively) | 22,968 | |
Total long-term liabilities | 154,458 | $ 750,000 |
Total liabilities | $ 2,798,266 | $ 906,028 |
Commitments and contingencies | ||
Stockholders (deficit) equity | ||
Preferred stock - $.001 par value, authorized - 100,000,000 shares; | ||
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 Preferred stock - $.001 par value, 70,000,000 designated; issued and outstanding 65,210,834 and 0 respectively | 65,398 | |
Common stock - $.001 par value, authorized - 900,000,000 shares; issued and outstanding - 74,045,606 and 135,089,766 shares, respectively | 74,046 | $ 135,090 |
Common stock to be issued | 13,500 | |
Additional paid-in capital | 6,259,050 | $ 5,548,405 |
Accumulated deficit | (8,471,350) | (5,473,367) |
Total stockholders (deficit) equity | (2,047,355) | 222,128 |
Total liabilities and stockholders (deficit) equity | $ 750,911 | $ 1,128,156 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Issued and outstanding | 74,045,606 | 135,089,766 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Issued and outstanding | ||
Preferred Stock, Series A, Par Value | $ 0.001 | $ 0.001 |
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 | $ .001 | $ .001 |
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, Designated | 10,000,000 | |
Bad debt reserve | $ 23,000 | $ 0 |
Convertible debentures, debt discount, current | 280,288 | 0 |
Convertible debentures, debt discount, noncurrent | $ 132,254 | $ 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues | $ 143,321 | $ 17,466 |
Total Revenues | 143,321 | 17,466 |
Cost of goods sold | 212,673 | 114,314 |
Gross loss | (69,352) | (96,848) |
Operating expenses: | ||
Selling expenses | 939,618 | 671,801 |
General and administrative | 592,055 | 4,394,526 |
Depreciation and amortization | 2,844 | 1,186 |
Total operating expenses | 1,534,517 | 5,067,513 |
Loss from operations | (1,603,869) | (5,164,361) |
Other expenses: | ||
Amortization of deferred financing costs | 665,955 | 27,917 |
Interest expense | 121,919 | $ 36,313 |
Amortization of beneficial conversion feature | 191,929 | |
Derivative liability adjustment | 414,310 | |
Total other expenses | 1,394,114 | $ 64,230 |
Net loss applicable to common stock holders | $ (2,997,983) | $ (5,228,591) |
Per share data | ||
Net Loss per share basic and diluted | $ (0.04) | $ (0.04) |
Weighted average number of shares outstanding basic and diluted | 75,924,202 | 116,988,324 |
Statement of Stockholders Equit
Statement of Stockholders Equity - USD ($) | Series A Convertible Preferred Stock | Preferred B Stock | Common Stock | Common Stock To Be Issued | Additional Paid-In Capital | Deficit Accumulated during the Development Stage | Total |
Beginning balance, shares at Dec. 31, 2012 | 210,000,000 | ||||||
Beginning balance, amount at Dec. 31, 2012 | $ 210,000 | $ (244,776) | $ (34,776) | ||||
Issuance of common shares for services, shares | 9,584,626 | ||||||
Issuance of common shares for services, amount | $ 9,584 | $ 4,097,372 | 4,106,956 | ||||
Issuance of common shares for prepaid services, shares | 1,166,667 | ||||||
Issuance of common shares for prepaid services, amount | $ 1,167 | 1,123,833 | 1,125,000 | ||||
Issuance of common shares for purchase of exclusivity agreement, shares | 5,128 | ||||||
Issuance of common shares for purchase of exclusivity agreement, shares | $ 5 | 3,534 | $ 3,539 | ||||
Cancellation of common shares, shares | (2,333,333) | ||||||
Cancellation of common shares, amount | $ (2,333) | 2,333 | |||||
Conversion of common shares to Series A Convertible Preferred Shares | 10,000,000 | (83,333,333) | |||||
Common shares converted to Series A Convertible Preferred shares | $ 10,000 | $ (83,333) | 73,333 | ||||
Issuance of Series A Convertible Preferred shares for services, shares | 2,000,000 | ||||||
Issuance of Series A Convertible Preferred shares for services, amount | $ 2,000 | 248,000 | $ 250,000 | ||||
Issuance of Series B Convertible Preferred shares for services, amount | |||||||
Common Stock to be issued | |||||||
Net Income (Loss) for the Period | $ (5,228,591) | $ (5,228,591) | |||||
Ending balance, shares at Dec. 31, 2013 | 12,000,000 | 135,089,766 | |||||
Ending balance, amount at Dec. 31, 2013 | $ 12,000 | $ 135,090 | 5,548,405 | (5,473,367) | $ 222,128 | ||
Cancellation of common shares, shares | 2,333,333 | ||||||
Conversion of common shares to Series A Convertible Preferred Shares | 10,000,000 | (83,333,333) | |||||
Issuance of Series A Convertible Preferred shares for services, amount | |||||||
Issuance of Series B Convertible Preferred shares for services, shares | 65,210,834 | (65,210,834) | |||||
Issuance of Series B Convertible Preferred shares for services, amount | $ 65,211 | $ (65,211) | $ 90,000 | ||||
Issuance of common shares for committment fees, shares | 4,166,674 | ||||||
Issuance of common shares for committment fees, amount | $ 4,167 | 620,833 | 625,000 | ||||
Issuance of Series B Convertible Preferred Shares for placement fees, shares | 187,500 | ||||||
Issuance of Series B Convertible Preferred Shares for placement fees, amount | $ 188 | 89,812 | 90,000 | ||||
Common Stock to be issued | $ 13,500 | 13,500 | |||||
Net Income (Loss) for the Period | (2,997,983) | (2,997,983) | |||||
Ending balance, shares at Dec. 31, 2014 | 12,000,000 | 65,398,334 | 74,045,606 | ||||
Ending balance, amount at Dec. 31, 2014 | $ 12,000 | $ 65,398 | $ 74,046 | $ 13,500 | $ 6,259,050 | $ (8,471,350) | $ (2,047,355) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | $ (2,997,983) | $ (5,228,591) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debts | 23,000 | |
Depreciation and amortization | 3,497 | $ 1,186 |
Common stock issued for services | $ 625,000 | 4,091,456 |
Expenses paid on behalf of company | $ 63,000 | |
Amortization of beneficial conversion feature | $ 191,929 | |
Derivative liability adjustment | 414,310 | |
Amortization of prepaid assets | $ 634,500 | $ 256,000 |
Issuance of Series A Convertible Preferred shares for services, amount | $ 250,000 | |
Issuance of Series B Convertible Preferred shares for services, amount | $ 90,000 | |
Amortization of deferred financing costs | (665,955) | $ (27,917) |
Changes in operating asset and liability account balances: | ||
Accounts receivable | (105,179) | (331) |
Deposits | 15,032 | (15,032) |
Inventory | (24,645) | $ (45,598) |
Prepaid expenses | (10,000) | |
Accrued interest | 109,699 | $ 36,347 |
Accounts payable and accrued expenses | 481,833 | 51,942 |
Total adjustments | 2,489,931 | 4,716,887 |
Net cash used in operating activities | (508,052) | $ (511,704) |
Cash flows from investing activities | ||
Nonrefundable deposit for acquisition of production facility | (54,900) | |
Purchase of equipment | (29,798) | $ (5,000) |
Net cash used in investing activities | $ (84,698) | (5,000) |
Cash flows from financing activities: | ||
Proceeds from related parties | 14,629 | |
Payments to related parties | (28,302) | |
Proceeds from notes payable | $ 100,000 | 760,000 |
Payments of notes payable | (10,000) | $ (26,510) |
Proceeds from convertible notes | 604,472 | |
Payments of financing costs | (57,250) | $ (75,000) |
Net cash provided by financing activities | 637,222 | 644,817 |
Net increase in cash | 44,472 | 128,113 |
Cash at beginning of year | 128,258 | 145 |
Cash at end of year | $ 172,730 | $ 128,258 |
Supplemental Schedule of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental Schedules of Noncash Investing and Financing Activities: | ||
Common shares converted to Series A Convertible Preferred shares | $ 83,333 | |
Common stock issued for license agreement | 3,538 | |
Common stock issued for prepaid services | $ 1,125,000 | |
Common shares converted to Series B Convertible Preferred shares | $ 65,211 | |
Recapitalization - shares | $ 2,333 | |
Common Stock to be issued | $ 13,500 | |
Derivative liability on convertible notes at inception | $ 2,164,235 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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 Water, Inc. (“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, 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 the 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. As a result of the exchange transaction in 2013, our board of directors decided to change our fiscal yearend from January 31 to December 31. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $8,471,350 and has incurred a net loss from operations of $2,997,983 for the year ended December 31, 2014. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due, and to generate profitable operations in the future. Management plans to continue to provide for its capital requirements by seeking long term financing which may be in the form of additional equity securities and debt. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | a) Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“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. b) Principles of Consolidation The consolidated financial statements include the accounts of Alkame Holdings, Inc. (parent) and Alkame Water, Inc., our wholly owned subsidiary which has common ownership and management. All intercompany balances and transactions have been eliminated. c) Use of Estimates The preparation of 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. d) 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. e) 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. As of December 31, 2014 2013 Series A Convertible Preferred Stock 600,000,000 600,000,000 Series B Convertible Preferred Stock 65,398,334 — Convertible notes payable 35,726,322 — Warrants 1,587,302 — f) 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. g) 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. h) Revenue Recognition The Company recognizes 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. i) Accounts receivable and concentration of credit risk Because the Company currently uses distributors as their main source of product sales and placement, there is an inherent risk that the distributor could experience difficulty in their payments for accounts they ship to. The result, may be that they, while collecting from the stores and chains they supply, they do not process through the payments to us. Although in the past the Company did see significant credit risk associated with the trade receivables, repayment is dependent upon the financial stability of the various distributors and customers to which shipment takes place. As a result, the Company is looking more closely at the credit worthiness of its customer and how large a footprint and customer base various distributors have, and is attempting to limit how much of our business is conducted through any one customer or distributor. Our concentration risk will is being reevaluated on a quarterly basis. j) Allowance for doubtful accounts The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts and the aging of the accounts receivable. The Company regularly reviews the adequacy of the Company’s allowance for doubtful accounts through identification of specific receivables where it is expected that payments will not be received. The Company also establishes an unallocated reserve that is applied to all amounts that are not specifically identified. In determining specific receivables where collections may not have been received, the Company reviews past due receivables and gives consideration to prior collection history and changes in the customer’s overall business condition. The allowance for doubtful accounts reflects the Company’s best estimate as of the reporting dates. At December 31, 2014 and 2013, the Company had an allowance for bad debts in the amount of $23,000 and $0 respectively. k) Related Party Transactions The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company. l) Recent Accounting Pronouncements The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements. 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. m) Inventory Inventories are state at the lower of cost or market, and consist of finished goods produced in accordance with Company specifications, work-in-process as such may exist from time to time at various supplier locations that may work with Company supplied goods and materials, and raw materials that are purchased in connection with upcoming seasonal production of goods. n) Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2014, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. o) Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. p) Long Lived Assets The Company follows Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires those long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. q) Advertising Advertising is expensed as incurred and is included in selling costs on the accompanying consolidated statements of operations. Advertising and marketing expense for the years ended December 31, 2014 and 2013 was approximately $17,331 and $26,189, respectively. r) Shipping costs Shipping costs are included in cost of goods sold and totaled approximately $50,572 and $33,181 for the years ended December 31, 2014 and 2013, respectively. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Reverse Acquisition | On September 25, 2013, the Company acquired 100% of the membersÂ’ 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 the 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 year end from January 31 to December 31. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Notes Payable [Abstract] | |
Notes Payable | Current 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 began accruing interest August 1, 2014 at 5% per annum on the unpaid principal thereof. During the years ended December 31, 2014 and 2013, the Company repaid $10,000 and $26,510 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 was due on March 30, 2015 and $250,000 is due on September 27, 2015. The original note, and the amendment, each mature two years from date of issuance or amendment. The payment due March 30, 2015 has not been declared in default, and the Company is in settlement discussions with the lender. 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 September 30, 2014, the Company classified $750,000 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 years ended December 31, 2014 and 2013, the Company charged to operations $665,955 and $27,917 as amortization of deferred financing costs, respectively. As of December 31, 2014 and 2013, remaining balance in deferred financing cost of $63,375 and $47,084, respectively is presented as part of other assets. |
Convertible debt
Convertible debt | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible debt | At December 31, 2014 and March 31, 2014 convertible notes and debentures consisted of the following: December 31, 2014 December 31, 2013 Convertible notes payable $ 604,472 $ — Unamortized debt discount (412,542 ) — Carrying amount $ 191,930 $ — Less: current portion (168,962 ) — Long-term convertible notes, net $ 22,968 $ — Note issued on August 6, 2014, long-term: On August 6, 2014, the Company entered into a one year convertible debenture for $82,500 with an accredited institutional investor. The debenture is convertible at the lesser of $0.10 per share, or 60% of the lowest trade price in the 25 trading days prior to conversion. The note was issued with an original issue discount of $7,500 which was charged to current period operations as interest expense during the year ended December 31, 2014. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in August 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $190,451 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 105 % Risk free rate: 0.48 % The initial fair values of the embedded debt derivative of $190,451 was allocated as a debt discount up to the proceeds of the note ($82,500) with the remainder ($107,951) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $17,187 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $142,317 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.58 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $48,134 for the year ended December 31, 2014. Note issued on August 6, 2014, current: On August 6, 2014, the Company entered into a nine month convertible debenture for $68,000 with an accredited institutional investor. The debenture is convertible at 58% of the average of the three lowest trading prices in the 10 trading days prior to conversion. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in August 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $94,657 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 105 % Risk free rate: 0.48 % The initial fair values of the embedded debt derivative of $94,657 was allocated as a debt discount up to the proceeds of the note ($68,000) with the remainder ($32,145) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $37,778 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $90,253 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.03 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $4,404 for the year ended December 31, 2014. Note issued on August 11, 2014: On August 11, 2014, the Company entered into a five month convertible debenture for $45,000 with an accredited institutional investor. The debenture is convertible at 50% of the lowest traded price in the 20 days prior to the conversion. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in August 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $131,493 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 111 % Risk free rate: 0.05 % The initial fair values of the embedded debt derivative of $131,493 was allocated as a debt discount up to the proceeds of the note ($45,000) with the remainder ($86,493) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $37,500 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $58,401 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.03 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $73,092 for the year ended December 31, 2014. Note issued on September 4, 2014: On September 4, 2014, the Company entered into a nine month convertible debenture for $42,500 with an accredited institutional investor. The debenture is convertible at 58% of the average of the three lowest trading prices in the 10 trading days prior to conversion. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $52,597 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 131 % Risk free rate: 0.48 % The initial fair values of the embedded debt derivative of $52,597 was allocated as a debt discount up to the proceeds of the note ($42,500) with the remainder ($10,097) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $18,889 to current period operations as amortization beneficial conversion feature. The fair value of the described embedded derivative of $59,207 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.03 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $6,610 for the year ended December 31, 2014. Note issued on September 5, 2014: On September 5, 2014, the Company entered into a one year convertible debenture for $52,500 with an accredited institutional investor. The debenture is convertible at 53% of the lowest trading price in the 20 trading days prior to the conversion. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $578,343 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 166 % Risk free rate: 0.10 % The initial fair values of the embedded debt derivative of $578,343 was allocated as a debt discount up to the proceeds of the note ($52,500) with the remainder ($525,843) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $17,500 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $90,177 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.12 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $488,166 for the year ended December 31, 2014. Note issued on September 11, 2014: On September 11, 2014, the Company entered into a nine month convertible debenture for $56,250 with an accredited institutional investor. The debenture is convertible at 55% of the average of the two lowest trading price in the 25 trading days prior to conversion. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $300,489 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 240 % Risk free rate: 0.11 % The initial fair values of the embedded debt derivative of $300,489 was allocated as a debt discount up to the proceeds of the note ($56,250) with the remainder ($244,239) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $25,000 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $84,645 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.04 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $215,844 for the year ended December 31, 2014. Note issued on October 24, 2014: On October 24, 2014, the Company entered into a twelve month convertible debenture for $55,000 with an accredited institutional investor. The debenture is convertible at 60% of the lowest closing price in the 20 trading days prior to conversion. The note was issued with an original issue discount of $5,000 which was recorded as part of deferred financing cost and amortized over the term of the note. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $162,550 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 260 % Risk free rate: 0.11 % The initial fair values of the embedded debt derivative of $162,550 was allocated as a debt discount up to the proceeds of the note ($55,000) with the remainder ($107,550) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $13,750 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $85,215 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.25 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $77,335 for the year ended December 31, 2014. Note issued on October 27, 2014 – Long Term: On October 27, 2014, the Company entered into a two year convertible debenture for $33,000 with an accredited institutional investor. The debenture is convertible at lesser of (a) $0.15 or (b) 60% of the lowest trading price in the 25 trading days prior to conversion. The note was issued with an original issue discount of $3,000 which was recorded as part of deferred financing cost and amortized over the term of the note. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $100,870 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 260 % Risk free rate: 0.41 % The initial fair values of the embedded debt derivative of $100,870 was allocated as a debt discount up to the proceeds of the note ($33,000) with the remainder ($67,870) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $4,125 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $57,747 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.67 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $43,123 for the year ended December 31, 2014. Note issued on October 29, 2014: On October 29, 2014, the Company entered into a twelve month convertible debenture for $55,000 with an accredited institutional investor. The debenture is convertible at lesser of (a) $0.10 or (b) 60% of the lowest trading price in the 25 trading days prior to conversion. The note was issued with an original issue discount of $5,000 which was recorded as part of deferred financing cost and amortized over the term of the note. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $142,870 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 260 % Risk free rate: 0.11 % The initial fair values of the embedded debt derivative of $142,870 was allocated as a debt discount up to the proceeds of the note ($55,000) with the remainder ($87,870) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $13,750 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $85,491 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.25 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $57,379 for the year ended December 31, 2014. Note and warrants issued on November 12, 2014: On November 12, 2014, the Company entered into a twelve month convertible debenture for $75,000 and a 5 year warrant to purchase an aggregate of 1,587,302 shares with an accredited institutional investor. The debenture is convertible at 50% of the lowest trading price in the 20 trading days prior to conversion. The warrant is exercisable at $0.24 per share subject to adjustments. In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature in the notes. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of nil of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in November 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $324,627 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 261%-275 % Risk free rate: 0.14 % The initial fair values of the embedded debt derivative of $324,627 was allocated as a debt discount up to the proceeds of the note ($75,000) with the remainder ($249,627) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $4,795 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $195,339 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.25 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $129,288 for the year ended December 31, 2014. Note issued on December 16, 2014: On December 16, 2014, the Company entered into a two year convertible debenture for $39,772 with an accredited institutional investor. The debenture is convertible at 60% of the lowest trading price in the 25 trading days prior to conversion. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in December 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $85,288 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Dividend yield: 0 % Volatility 275 % Risk free rate: 0.58 % The initial fair values of the embedded debt derivative of $85,288 was allocated as a debt discount up to the proceeds of the note ($39,722) with the remainder ($45,566) charged to operations as derivative liability adjustment during the year ended December 31, 2014. During the year ended December 31, 2014, the Company amortized $1,655 to current period operations as amortization of beneficial conversion feature. The fair value of the described embedded derivative of $69,988 at December 31, 2014 was determined using the Black-Scholes Model with the following assumptions: Dividend yield: 0 % Volatility 276 % Risk free rate: 0.58 % At December 31, 2014, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $15,300 for the year ended December 31, 2014. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of December 31, 2014: Fair Value Measurements at December 31, Quoted Prices in Active Significant Significant Liabilities: Derivative Liabilities $ 1,018,782 — — $ 1,018,782 The debt and warrant derivative liabilities is measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2014: Derivative Balance, December 31, 2013 $ — Additions 2,164,235 Change in fair value of derivative liabilities (1,145,453 ) Balance, December 31, 2014 $ 1,018,782 |
Prepaid Assets
Prepaid Assets | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Assets | During the year ended December 31, 2013, the Company entered into various agreements for future services such as financial management, radio and news spots highlighting the use of the CompanyÂ’s product, and news release services. The contracts range in length from six months to two years. At their inception, the Company issued common stock in exchange for these services. The Company treats the cost of the stock issuance as a prepaid expense to be amortized over the life of the agreement. Balance at December 31, 2013 Amortized in 2014 Balance at December 31, 2014 Current Asset Long Term Asset $ 884,500 $ 624,500 $ 260,0000 $ 260,000 $ 0 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | In November 2014, our President transferred some of his personal stock in payment of a retainer to one of our legal firms. The stock was liquidated by the firm and they applied $22,966.99 to the ongoing legal expense. The balance of the account payable is carried in our accounts payable as a liability and is due to our President. As of December 31, 2014 and 2013, the Company owes $3,489 to its President. The amounts owing are unsecured, non-interest bearing and due on demand. As of December 31, 2014, the Company owes $120,000 to Kaufman & Associates in connection with a consulting agreement. |
Stockholders Deficit
Stockholders Deficit | 12 Months Ended |
Dec. 31, 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 A Preferred Stock: 1. Designation and Rank. This series of Preferred Stock shall be designated and known as “Series A Preferred Stock.” The number of shares constituting the Series A Preferred Stock shall be twelve million (12,000,000) shares. Except as otherwise provided herein, the Series A Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu 2. Dividends. The holders of shares of Series A Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. 3. Liquidation Preference. (a) In the event of any dissolution, liquidation or winding up of the Corporation (a “ Liquidation”), whether voluntary or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock. (b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation. 4. Voting. The holders of Series A Preferred Stock shall have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law. On October 7, 2013, the Company filed an Amendment to the Certificate of Designation of the Series A Preferred Stock of the Company with the Secretary of State of Nevada. Paragraph 1 of the Certificate of Designation was amended to change the name of the Series A Preferred Stock to Series A Convertible Preferred Stock and to increase the number of authorized Series A Convertible Preferred Stock from 10,000,000 shares to 12,000,000 shares. The Company also added a new Paragraph 5 to include conversion rights of the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may convert into fifty (50) shares of common stock of the Company. 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 As of December 31, 2014 and 2013, there were 74,045,606 and 135,089,766 shares of common stock issued and outstanding, respectively. On January 28, 2014, six stockholders exchanged a total of 65,210,834 common shares for 65,210,834 Series B Convertible Preferred Stock. On March 3, 2014, the Company issued 187,500 shares of Series B Convertible Preferred Stock to a distributor in payment of a one year fee agreement. The shares were issued at a price of $0.48 per share. On October 27, 2014, the Company recorded stock to be issued of 100,000 common shares in connection with the closing of the High Country Shrimp acquisition. The pending shares were recorded at a price of $0.135 per share. On September 15, 2014, the Company issued 4,166,667 common shares at a price of $0.15 per share to an accredited investor as a commitment fee connected with the application for a $5.0 million equity line of credit. 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. On July 8, 2013, the Company issued 10,000,000 of Series A Convertible Preferred Stock to the President of the Company, in exchange for the cancellation and return to treasury of 83,333,333 shares of his common stock in the Company. In July 2013, a shareholder cancelled 2,333,333 common shares in connection with the merger. In August 2013, the Company issued 7,777,500 common shares to correct share allocation in connection with the merger. The shares are valued at $0.42 per share and recorded at June 25, 2013 as they were supposed to be issue contemporaneously with the closing of the reverse merger. In August 2013, the Company issued 10,667 common shares in connection with professional services. The shares were issued at a price of $0.75 per share. In August 2013, the Company issued 5,129 common shares in connection with an exclusivity agreement. The shares were issued at a price of $0.69 per share. In August 2013, the Company issued 500,000 and 666,667 common shares to two analyst services for prepaid professional services. The shares were issued at a price of $0.69 and $1.17 per share, respectively. During the year ended December 31, 2013, the Company amortized and charged to operations $245,000 for prepaid services. As of December 31, 2013, the Company had balance of $624,500 in prepaid expenses - current and $260,000 in prepaid expenses - long term. In August 2013, the Company issued 8,333 common shares to each of 4 consultants’ as compensation for services. The shares were issued at a price of $1.17 per share. In October 2013, the Company issued 2,000,000 shares of Series A Convertible Preferred Stock to a consultant for services rendered valued at $0.125 per share. In November 2013, the company issued 1,500,000 common shares in connection with the termination of a consultant. The shares were issued at a price of $0.45 per share. In November 2013, the Company issued 12,308 common shares in connection with professional services. The shares were issued at a price of $0.45 per share. In November 2013, the Company issued 250,818 common shares to various athlete endorses of its product. The shares were issued at a price of $0.45 per share. c) Warrants The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at December 31, 2014: Exercise Number Warrants Weighted Number Warrants $ 0.24 1,587,302 4.87 $ 0.24 1,587,302 $ 0.24 Transactions involving the Company’s warrant issuance are summarized as follows: Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2012 — $ — Issued — — Exercised — — Expired — — Outstanding at December 31, 2013 — $ — Issued 1,587,302 0.24 Exercised — — Expired — — Outstanding at December 31, 2014 1,587,302 $ 0.24 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Deferred income tax assets as of December 31, 2014 of $2,514,000 resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances. The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized. Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows: Year ended December 31, 2014 2013 Income tax benefit at Federal statutory rate of 35% $ (367,500 ) $ (1,830,000 ) State Income tax benefit, net of Federal effect (52,500 ) (260,000 ) Permanent and other differences 780,078 — Change in valuation allowance (360,078 ) 2,090,000 Total $ — $ — Components of deferred tax assets were approximately as follows: As at December 31, 2014 2013 Net operating loss $ 2,514,000 $ 2,090,000 Asset impairment Valuation allowance (2,514,000 ) (2,090,000 ) Total $ — $ — At December 31, 2014 the Company has available net operating losses of approximately $6,285,000 which may be carried forward to apply against future taxable income. These losses will expire in 2032. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization. The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense. The Company has not filed its applicable Federal and State tax returns for the year ended December 31, 2012 and 2013 and may be subject to penalties for noncompliance. The Company has filed an extension for the 2014 filing. The Company entered into a share exchange agreement during fiscal year 2013, as a result, pursuant to Internal Revenue Code Section 382, the amount of future taxable income that can be offset by pre-share exchange agreement net operating losses may be limited. The deferred tax asset derived from these tax loss carry-forwards have been included in consolidated deferred tax assets- net operating loss carry-forwards, and a full valuation allowance has been established since it is not more likely than not that such benefits will be recovered. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories are stated at cost, with cost being determined on the average cost method. Inventory costs include material, import control costs, unpacking at the warehouse facility, and freight charges. The Company provides inventory allowances based on excess and obsolete inventories determined primarily by future demand forecasts. Inventory in Transit Inventory in transit is stated at actual cost invoiced by the supplier at time of shipment. Cost of Sales At the time of sale the Cost of Sales is computed at actual cost. Inventory consisted of: December 31, 2014 December 31, 2013 Inventory – Raw Materials $ 53,806 $ 16,212 Inventory – Finished Goods 16,437 29,386 Total $ 70,243 $ 45,598 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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) Renard Wiggins et et After successive motions to Trial remains scheduled c) Alkame Water, Inc. d) Alkame Holdings, The Company may, from time to time, become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Material Agreements Stock Purchase Definitive Agreement with Xtreme Technologies, Inc. On April 21, 2014, we entered into a Stock Purchase Definitive Agreement (the “Agreement”) with Xtreme Technologies, Inc., an Idaho corporation (“Xtreme”). Pursuant to the terms of the Agreement, we agreed to acquire all of the issued and outstanding capital stock of Xtreme in exchange for certain consideration as set forth in the Agreement. On January 16, 2015, the parties to the Agreement entered into an amendment (the “Amendment”) that changed, among other things, the Closing Date of the transaction. On April 15, 2015, the parties to the Agreement entered into a second amendment (the “Second Amendment”) that changed, among other things, the 120-day time period to pay monetary consideration under the Agreement to 240 days after the Closing Date of the transaction. In accordance with the terms of the Agreement, the Amendment and the Second Amendment, we agreed to purchase all of the outstanding shares of Xtreme for the purchase price of $2,000,000, payable as follows: · A cash payment of $50,000 has been previously paid as a non-refundable deposit; · The Closing Date is effective as of January 13, 2015; · An additional cash payment of $525,000 shall be paid within two hundred and forty (240) days of the Closing Date, which, along with the initial $50,000 deposit, shall pay the obligations on Xtreme’s balance sheet; · The balance of $1,425,000 shall be payable by the issuance of shares of the Company’s Series B Preferred Stock to be divided pro rata · 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 B Preferred Stock in exchange for such Xtreme shares. Xtreme notified the option holder and the 30 day period expired unanswered. The options expired unexercised. The Amendment also requires that the Company guarantee the obligations on employment agreements for Xtreme’s key employees, namely, Keith Fuqua, Timm Ott and Casey Henry. The employment agreements with Messrs. Fuqua, Ott and Henry have the terms set forth in the following table. Employee Position Term Compensation Commission Benefits Severance Keith Fuqua Operations Director One year $70,000 annually and annual bonus 5% on gross sales made to Walmart Benefit plans 6 months’ severance for termination in certain instances; residual commissions for 1 year Timm Ott Sales and Marketing Director and Treasurer One year $2,700 per month salary and annual bonus $1.00 per case of product sold Benefit plans 6 months’ severance for termination in certain instances Casey Henry Manufacturing Director One year $4,350 per month and annual bonus $1.00 per case of product sold Benefit plans 6 months’ severance for termination in certain instances In addition, after the Closing Date, Xtreme’s current officers and directors, namely, Jeffery J. Crandall, John N. Marcheso and Michael J. Bibin, shall continue to serve in that capacity until the $525,000 is paid in full. Our President and CEO, Robert K. Eakle and two (2) additional representatives of our company shall be appointed as directors of Xreme and shall serve together with the other directors until the $525,000 is paid in full. In addition, Mr. Eakle shall be named as President and Chief Executive Officer of Xtreme. Until the $525,000 is paid in full, the officers and directors of Xtreme shall not make any material change in the company’s business and operations without unanimous consent of the directors. If the $525,000 is not paid in full within two hundred and forty (240) days of the Closing Date, as may be extended, then the appointments of Mr. Eakle and the other two representatives as interim officers and directors shall be terminated. Upon payment of $525,000 in full to Xtreme, all former officers and directors of Xtreme shall resign and full control of Xtreme shall be tendered to us. Provided that certain representations are accurate, Jeffery J. Crandall, John N. Marcheso and Michael J. Bibin shall be released by us and Xtreme from any liability as officers and directors of Xtreme for their fiduciary obligations occurring prior to the Closing Date. We previously held a three year limited exclusive distribution agreement with Xtreme for the consumer market. We were permitted to distribute the technologically enhanced bottled water in the consumer market in the United States, Canada and Mexico. As a result of the Agreement, Amendment, and Second Amendment, Xtreme became our wholly-owned subsidiary and we acquired the patents on the proprietary process that we believes is the most technologically advanced in water treatment systems for complete hydration. We will now assume the operations of Xtreme and continue its business of distributing technologically enhanced bottled water. Upon closing of the acquisition, we discovered that Xtreme was operating at a loss for the prior year and that it required a substantial cash infusion. We have begun a program of upgrading the production line, reorganized personnel, and began an effort to increase sales of the division so that it returns to profitability as quickly as possible. Our primary objective now is to introduce, promote, aggressively market and establish channels of distribution to sell our product to a wide range of consumers, first in the United States, Canada and Mexico, and then globally. We believe that holding the patents will enable us to enhance our position in the investment community, allow us to expand our reach in the distribution of product, and provide us access to other applications the water treatment technology has available. Employment Agreement with Robert Eakle On December 31, 2014, we entered into an employment agreement with our executive officer and director, Robert Eakle, retroactive for the year ended 2014 (the “2014 Employment Agreement”). Pursuant to the terms and conditions of the 2014 Employment Agreement with Mr. Eakle: · For the fiscal year ended December 31, 2014, we agreed to retain Mr. Eakle as Chief Executive Officer of our company and Mr. Eakle agreed to accept this senior officer position. · The term will encompass the fiscal year ended 2014. · Mr. Eakle shall receive an annual compensation of $120,000. · In the event of insufficient liquidity, Mr. Eakle will be allowed to receive any unpaid and accrued portion of his cash compensation in the form of common stock or Series B Preferred Stock, as he may choose. Consulting Agreement with Kaufman & Associates Inc. On December 31, 2014, we entered into a consulting agreement with Kaufman & Associates Inc. (“Kaufman”) retroactive for the year ended 2014 (the “2014 Consulting Agreement”). Pursuant to the terms and conditions of the 2014 Consulting Agreement with Kaufman: · For the fiscal year ended December 31, 2014, we agreed to retain Kaufman as a consultant and Kaufman agreed to act as a consultant. · The term will encompass the fiscal year ended 2014. · Kaufman shall receive an annual compensation of $120,000. · In the event of insufficient liquidity, Kaufman will be allowed to receive any unpaid and accrued portion of his cash compensation in the form of common stock or Series B Preferred Stock, as it may choose. High County Shrimp On October 26, 2014, we acquired all 100% of the outstanding shares of High Country Shrimp Company (“HCS”), a Colorado LLC in exchange for one hundred thousand (100,000) shares of our common stock. The shares are recorded as to be issued and priced at the closing price of the stock on October 27, 2014. It is expected that HCS will incorporate their patented technology for producing and selling high quality shrimp with our unique water treatment systems to create an intensive indoor aquaculture farming process. The transaction is structured as a “triangular” merger with HCS becoming a wholly owned subsidiary of Alkame Holdings, Inc., however, after the year end, the principal of High Country Shrimp decided to abandon the current effort and asked if Alkame would enter a joint venture to support development of the technology through licensing of the water treatment system. The Company will provide a limited license for development of the technology. |
Concentration of credit risk
Concentration of credit risk | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risk | Concentration of credit risk with respect to trade receivables is inherent as the Company begins the ramp up of its sales. Long term, the Company does not foresee a concentrated credit risk associated with its trade receivables. While repayment is dependent upon the financial stability of the various customers to which shipment takes place, major customers in the water industry are typically distributors or chain stores each with large, per shipment sales, but also with significant history and excellent credit. In the year ended December 31, 2014, approximately ninety eight percent (98%) of sales came from two major distributors. The Company expects these percentages to drop significantly as it expands the number and territories covered by distributors and retailers. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“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. |
Principles of Consolidation | The consolidated financial statements include the accounts of Alkame Holdings, Inc. (parent) and Alkame Water, Inc., our wholly owned subsidiary which has common ownership and management. All intercompany balances and transactions have been eliminated. |
Use of Estimates | The preparation of 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 CompanyÂ’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. As of December 31, 2014 2013 Series A Convertible Preferred Stock 600,000,000 600,000,000 Series B Convertible Preferred Stock 65,398,334 — Convertible notes payable 35,726,322 — Warrants 1,587,302 — |
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. |
Revenue Recognition | The Company recognizes 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. |
Accounts receivable and concentration of credit risk | Because the Company currently uses distributors as their main source of product sales and placement, there is an inherent risk that the distributor could experience difficulty in their payments for accounts they ship to. The result, may be that they, while collecting from the stores and chains they supply, they do not process through the payments to us. Although in the past the Company did see significant credit risk associated with the trade receivables, repayment is dependent upon the financial stability of the various distributors and customers to which shipment takes place. As a result, the Company is looking more closely at the credit worthiness of its customer and how large a footprint and customer base various distributors have, and is attempting to limit how much of our business is conducted through any one customer or distributor. Our concentration risk will is being reevaluated on a quarterly basis. |
Allowance for doubtful accounts | The allowance for doubtful accounts is based on the CompanyÂ’s assessment of the collectability of customer accounts and the aging of the accounts receivable. The Company regularly reviews the adequacy of the CompanyÂ’s allowance for doubtful accounts through identification of specific receivables where it is expected that payments will not be received. The Company also establishes an unallocated reserve that is applied to all amounts that are not specifically identified. In determining specific receivables where collections may not have been received, the Company reviews past due receivables and gives consideration to prior collection history and changes in the customerÂ’s overall business condition. The allowance for doubtful accounts reflects the CompanyÂ’s best estimate as of the reporting dates. At December 31, 2014 and 2013, the Company had an allowance for bad debts in the amount of $23,000 and $0 respectively. |
Related Party Transaction | The Company considers all officers, directors, senior management personnel, and senior level consultants to be related parties to the Company. |
Recent Accounting Pronouncements | The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements. 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. |
Inventory | Inventories are state at the lower of cost or market, and consist of finished goods produced in accordance with Company specifications, work-in-process as such may exist from time to time at various supplier locations that may work with Company supplied goods and materials, and raw materials that are purchased in connection with upcoming seasonal production of goods. |
Derivative Liabilities | The Company assessed the classification of its derivative financial instruments as of December 31, 2014, which consist of convertible instruments and rights to shares of the CompanyÂ’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
Convertible Instruments | Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Long Lived Assets | The Company follows Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires those long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. |
Advertising | Advertising is expensed as incurred and is included in selling costs on the accompanying consolidated statements of operations. Advertising and marketing expense for the years ended December 31, 2014 and 2013 was approximately $17,331 and $26,189, respectively. |
Shipping costs | Shipping costs are included in cost of goods sold and totaled approximately $50,572 and $33,181 for the years ended December 31, 2014 and 2013, respectively. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Convertible Preferred Stock | As of December 31, 2014 2013 Series A Convertible Preferred Stock 600,000,000 600,000,000 Series B Convertible Preferred Stock 65,398,334 — Convertible notes payable 35,726,322 — Warrants 1,587,302 — |
Convertible debt (Tables)
Convertible debt (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Debentures | December 31, 2014 December 31, 2013 Convertible notes payable $ 604,472 $ — Unamortized debt discount (412,542 ) — Carrying amount $ 191,930 $ — Less: current portion (168,962 ) — Long-term convertible notes, net $ 22,968 $ — |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | Fair Value Measurements at December 31, Quoted Prices in Active Significant Significant Liabilities: Derivative Liabilities $ 1,018,782 — — $ 1,018,782 |
Schedule of Summary of Changes in Fair Value | Derivative Balance, December 31, 2013 $ — Additions 2,164,235 Change in fair value of derivative liabilities (1,145,453 ) Balance, December 31, 2014 $ 1,018,782 |
Prepaid Assets (Tables)
Prepaid Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Stock Issuance Valuation | Balance at December 31, 2013 Amortized in 2014 Balance at December 31, 2014 Current Asset Long Term Asset $ 884,500 $ 624,500 $ 260,0000 $ 260,000 $ 0 |
Stockholders Deficit (Tables)
Stockholders Deficit (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders Deficit Tables | |
Schedule of Changes in Warrants | Exercise Number Warrants Weighted Number Warrants $ 0.24 1,587,302 4.87 $ 0.24 1,587,302 $ 0.24 |
Schedule of Warrant Activity | Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2012 — $ — Issued — — Exercised — — Expired — — Outstanding at December 31, 2013 — $ — Issued 1,587,302 0.24 Exercised — — Expired — — Outstanding at December 31, 2014 1,587,302 $ 0.24 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Federal Income Tax | Year ended December 31, 2014 2013 Income tax benefit at Federal statutory rate of 35% $ (367,500 ) $ (1,830,000 ) State Income tax benefit, net of Federal effect (52,500 ) (260,000 ) Permanent and other differences 780,078 — Change in valuation allowance (360,078 ) 2,090,000 Total $ — $ — |
Deferred Tax Asset | As at December 31, 2014 2013 Net operating loss $ 2,514,000 $ 2,090,000 Asset impairment Valuation allowance (2,514,000 ) (2,090,000 ) Total $ — $ — |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | December 31, 2014 December 31, 2013 Inventory – Raw Materials $ 53,806 $ 16,212 Inventory – Finished Goods 16,437 29,386 Total $ 70,243 $ 45,598 |
Organization and Nature of Op29
Organization and Nature of Operations (Details Narrative) - Dec. 31, 2014 - shares | Total |
Date of Incorporation | Apr. 19, 2010 |
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% |
Current Fiscal Year End Date | --12-31 |
Alkame Water Inc. | |
Date of Reverse Merger | Jun. 25, 2013 |
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 ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (8,471,350) | $ (5,473,367) |
Net loss applicable to common stock holders | $ (2,997,983) | $ (5,228,591) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Convertible Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 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 | |
Convertible notes payable | $ 35,726,322 | |
Warrants | $ 1,587,302 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Current Fiscal year end | --12-31 | |
Bad debt reserve | $ 23,000 | $ 0 |
Advertising and marketing expense | 17,331 | 26,189 |
Shipping cost expense | $ 50,572 | $ 33,181 |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - Dec. 31, 2014 - shares | Total |
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 |
Current Fiscal year end | --12-31 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 27, 2013 | May. 01, 2013 | Apr. 08, 2013 | |
Repayments of note payable | $ 10,000 | $ 26,510 | |||
Amortization of deferred finance costs | (665,955) | (27,917) | |||
Deferred finance costs | 63,375 | 47,085 | |||
Promissory Note 1 | |||||
Repayments of note payable | $ 10,000 | 26,510 | |||
Note payable related party | 63,000 | ||||
Promissory Note, receivable | $ 10,000 | ||||
Date promissory note was amended | Aug. 1, 2013 | ||||
Promissory Note, interest rate | 5.00% | ||||
Promissory Note | |||||
Date entered into promissory note | Mar. 29, 2013 | ||||
Promissory Note, amount | $ 500,000 | $ 250,000 | |||
Promissory Note, receivable | $ 300,000 | $ 200,000 | |||
Date promissory note was amended | Sep. 27, 2013 | ||||
Promissory Note, interest rate | 10.00% | ||||
Promissory Note, due date | Mar. 30, 2015 | ||||
Debt Instrument, Term | 2 years | ||||
Promissory Note 2 | |||||
Promissory Note, amount | $ 750,000 | ||||
Promissory Note, interest rate | 10.00% | ||||
Financing Costs | $ 75,000 | ||||
Promissory Note 3 | |||||
Date entered into promissory note | Mar. 11, 2014 | ||||
Promissory Note, amount | $ 100,000 | ||||
Promissory Note, interest rate | 10.00% | ||||
Financing Costs | $ 10,000 |
Convertible debt - Convertible
Convertible debt - Convertible Notes and Debentures (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Proceeds from convertible notes | $ 604,472 | |
Unamortized debt discount | (412,542) | |
Carrying amount | 191,930 | |
Less: current portion | (168,962) | |
Long-term convertible notes, net | $ 22,968 |
Convertible debt (Details Narra
Convertible debt (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 11, 2014 | Sep. 05, 2014 | Sep. 04, 2014 | Aug. 11, 2014 | Aug. 06, 2014 | |
Proceeds from convertible notes | $ 604,472 | ||||||
Interest expense | 121,919 | $ 36,313 | |||||
Gain on change in fair value of derivative liability | 414,310 | ||||||
Amortization of beneficial conversion feature | $ 191,929 | ||||||
Accredited Investor #7 | |||||||
Date of Agreement | Oct. 27, 2014 | ||||||
Proceeds from convertible notes | $ 33,000 | ||||||
Convertible Debt, term | 2 years | ||||||
Convertible Debt, description | The debenture is convertible at the lesser of $0.15 per share or 60% of the lowest trading price in the 25 trading days prior to the conversion. | ||||||
Interest expense | $ (67,870) | ||||||
Original Issue Discount | 3,000 | ||||||
Gain on change in fair value of derivative liability | 43,123 | ||||||
Amortization of beneficial conversion feature | $ 4,125 | ||||||
Accredited Investor #8 | |||||||
Date of Agreement | Oct. 29, 2014 | ||||||
Proceeds from convertible notes | $ 55,000 | ||||||
Convertible Debt, term | 1 year | ||||||
Convertible Debt, description | The debenture is convertible at the lesser of $0.10 per share, or 60% of the lowest trade price in the 25 trading days prior to conversion. | ||||||
Interest expense | $ (87,870) | ||||||
Original Issue Discount | 5,000 | ||||||
Gain on change in fair value of derivative liability | 57,379 | ||||||
Amortization of beneficial conversion feature | $ 13,750 | ||||||
Accredited Investor | |||||||
Date of Agreement | Aug. 6, 2014 | ||||||
Proceeds from convertible notes | $ 82,500 | ||||||
Convertible Debt, term | 1 year | ||||||
Convertible Debt, description | The debenture is convertible at the lesser of $0.10 per share, or 60% of the lowest trade price in the 25 trading days prior to conversion. | ||||||
Interest expense | $ 107,951 | ||||||
Original Issue Discount | 7,500 | ||||||
Derivative Fair Value | 48,134 | $ 190,451 | |||||
Gain on change in fair value of derivative liability | 142,317 | ||||||
Amortization of beneficial conversion feature | $ 17,187 | ||||||
Accredited Investor #2 | |||||||
Date of Agreement | Aug. 6, 2014 | ||||||
Proceeds from convertible notes | $ 68,000 | ||||||
Convertible Debt, term | 9 months | ||||||
Convertible Debt, description | The debenture is convertible at 58% of the average of the three lowest trading prices in the 10 trading days prior to conversion. | ||||||
Interest expense | $ 32,145 | ||||||
Derivative Fair Value | 90,253 | $ 94,657 | |||||
Gain on change in fair value of derivative liability | 4,404 | ||||||
Amortization of beneficial conversion feature | $ 37,778 | ||||||
Accredited Investor #3 | |||||||
Date of Agreement | Aug. 11, 2014 | ||||||
Proceeds from convertible notes | $ 45,000 | ||||||
Convertible Debt, term | 5 months | ||||||
Convertible Debt, description | The debenture is convertible at 50% of the lowest traded price in the 20 days prior to the conversion. | ||||||
Interest expense | $ 86,493 | ||||||
Derivative Fair Value | 58,401 | $ 131,493 | |||||
Gain on change in fair value of derivative liability | 73,092 | ||||||
Amortization of beneficial conversion feature | $ 37,500 | ||||||
Accredited Investor #4 | |||||||
Date of Agreement | Sep. 4, 2014 | ||||||
Proceeds from convertible notes | $ 42,500 | ||||||
Convertible Debt, term | 9 months | ||||||
Convertible Debt, description | The debenture is convertible at 58% of the average of the three lowest trading prices in the 10 trading days prior to conversion. | ||||||
Interest expense | $ 10,097 | ||||||
Derivative Fair Value | 59,207 | $ 52,597 | |||||
Gain on change in fair value of derivative liability | (6,610) | ||||||
Amortization of beneficial conversion feature | $ 18,889 | ||||||
Accredited Investor #5 | |||||||
Date of Agreement | Sep. 5, 2014 | ||||||
Proceeds from convertible notes | $ 52,500 | ||||||
Convertible Debt, term | 1 year | ||||||
Convertible Debt, description | The debenture is convertible at 53% of the lowest trading price in the 20 trading days prior to the conversion. | ||||||
Interest expense | $ 525,843 | ||||||
Derivative Fair Value | 90,177 | $ 578,343 | |||||
Gain on change in fair value of derivative liability | 488,166 | ||||||
Amortization of beneficial conversion feature | $ 17,500 | ||||||
Accredited Investor #6 | |||||||
Date of Agreement | Sep. 11, 2014 | ||||||
Proceeds from convertible notes | $ 56,250 | ||||||
Convertible Debt, term | 9 months | ||||||
Convertible Debt, description | The debenture is convertible at 55% of the average of the two lowest trading price in the 25 trading days prior to conversion. | ||||||
Interest expense | $ 244,239 | ||||||
Derivative Fair Value | 84,645 | $ 300,489 | |||||
Gain on change in fair value of derivative liability | 215,844 | ||||||
Amortization of beneficial conversion feature | 25,000 | ||||||
Accredited Investor #7 | |||||||
Derivative Fair Value | 100,870 | $ 57,747 | |||||
Accredited Investor #8 | |||||||
Derivative Fair Value | $ 142,870 | 85,491 | |||||
Accredited Investor #9 | |||||||
Date of Agreement | Oct. 24, 2014 | ||||||
Proceeds from convertible notes | $ 55,000 | ||||||
Convertible Debt, term | 1 year | ||||||
Convertible Debt, description | The debenture is convertible at the lesser of $0.10 per share, or 60% of the lowest trade price in the 20 trading days prior to conversion. | ||||||
Interest expense | $ 107,550 | ||||||
Derivative Fair Value | 162,550 | 85,215 | |||||
Gain on change in fair value of derivative liability | 77,335 | ||||||
Amortization of beneficial conversion feature | $ 13,750 | ||||||
Accredited Investor #10 | |||||||
Date of Agreement | Nov. 12, 2014 | ||||||
Proceeds from convertible notes | $ 75,000 | ||||||
Convertible Debt, term | 1 year | ||||||
Convertible Debt, description | The debenture is convertible at 50% of the lowest trading price in the 20 trading days prior to conversion. | ||||||
Interest expense | $ (249,627) | ||||||
Derivative Fair Value | 324,627 | 192,339 | |||||
Gain on change in fair value of derivative liability | 129,288 | ||||||
Amortization of beneficial conversion feature | $ 4,795 | ||||||
Warrant, Term | 5 years | ||||||
Warrant to Purchase, Shares of Common Stock | 1,587,302 | ||||||
Warrant to Purchase, price per share | $ 0.24 | ||||||
Accredited Investor #11 | |||||||
Date of Agreement | Dec. 16, 2014 | ||||||
Proceeds from convertible notes | $ 39,772 | ||||||
Convertible Debt, term | 2 years | ||||||
Convertible Debt, description | The debenture is convertible at the lesser of $0.10 per share, or 60% of the lowest trade price in the 25 trading days prior to conversion. | ||||||
Interest expense | $ (45,566) | ||||||
Derivative Fair Value | 85,288 | $ 69,988 | |||||
Gain on change in fair value of derivative liability | 15,300 | ||||||
Amortization of beneficial conversion feature | $ 1,655 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Schedule of Fair Value Measurements (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current liabilities | ||
Derivative instrument liability | $ 1,018,782 | |
Fair Value, Inputs, Level 1 | ||
Current liabilities | ||
Derivative instrument liability | ||
Fair Value, Inputs, Level 2 | ||
Current liabilities | ||
Derivative instrument liability | ||
Fair Value, Inputs, Level 3 | ||
Current liabilities | ||
Derivative instrument liability | $ 1,018,782 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments - Schedule of Summary of Changes in Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative liability on convertible notes at inception | $ 2,164,235 | |
Gain on change in fair value of derivative liability | 414,310 | |
Derivative instrument liability | 1,018,782 | |
Fair Value, Inputs, Level 3 | ||
Derivative liability on convertible notes at inception | 2,164,235 | |
Gain on change in fair value of derivative liability | (1,145,453) | |
Derivative instrument liability | $ 1,018,782 |
Prepaid Assets (Details Narrati
Prepaid Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Prepaid expenses - current | $ 260,000 | $ 624,500 |
Prepaid expenses - long term | 260,000 | |
Amortization of deferred financing costs | $ 665,955 | 27,917 |
Total assets | 750,911 | 1,128,156 |
Future Services | ||
Prepaid expenses - current | 260,000 | 624,500 |
Prepaid expenses - long term | 0 | 260,000 |
Amortization of deferred financing costs | 624,500 | |
Total assets | $ 260,000 | $ 884,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Loans from officer | $ 3,489 | $ 3,489 |
Accounts payable and accrued expenses | 544,530 | $ 62,702 |
Consulting Agmt | ||
Accounts payable and accrued expenses | $ 120,000 |
Stockholders Deficit - Schedule
Stockholders Deficit - Schedule of Changes in Warrants (Details) - 12 months ended Dec. 31, 2014 - USD ($) | Total |
Stockholders Deficit - Schedule Of Changes In Warrants Details | |
Warrants | $ 1,587,302 |
Warrants, Exercise Price | $ 0.24 |
Warrants, Exercisable | 1,587,302 |
Exercised, Average Exercise Price | $ 0.24 |
Issued, Average Exercise Price | $ 0.24 |
Warrants, Weighted Average Remaining Contractual Life | 4 years 318 days |
Stockholders Deficit - Schedu42
Stockholders Deficit - Schedule of Warrant Activity (Details) - 12 months ended Dec. 31, 2014 - $ / shares | Total |
Stockholders Deficit - Schedule Of Warrant Activity Details | |
Beginning Balance, Issued Warrants | |
Beginning Balance, Average Exercise Price | |
Issued, Warrants | 1,587,302 |
Issued, Average Exercise Price | $ 0.24 |
Exercised, Average Exercise Price | $ 0.24 |
Ending Balance, Issued Warrants | 1,587,302 |
Ending Balance, Average Exercise Price | $ 0.24 |
Stockholders Deficit (Details N
Stockholders Deficit (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 28, 2014 | Jan. 24, 2014 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 | ||
Common Stock, Issued and outstanding | 74,045,606 | 135,089,766 | ||
Preferred Stock, Par Value | $ 0.001 | |||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||
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 | |||
Series C Preferred Stock Designated, Stated Value | $ 1 | |||
Authorized Issuance Preferred Stock, Shares | 100,000,000 | |||
Authorized Issuance Preferred Stock, Par Value | $ 0.001 | |||
Shares Authorized, Shares | 1,000,000,000 | |||
Shares Authorized, Par Value | $ 0.001 | |||
Authorized Issuance Common Stock, Shares | 90,000,000 | |||
Series B Preferred Stock Designated, Shares | 70,000,000 | |||
Series B Preferred Stock Designated, Par Value | $ 0.001 | |||
Series C Preferred Stock Designated, Shares | 10,000,000 | |||
Series C Preferred Stock Desiganted, Par Value | $ 0.001 | |||
Common Shares Exchanged for Series B Preferred Stock | 65,210,834 | |||
Series B Preferred Stock Issued for Exchange for Common Shares | 65,210,834 | |||
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% | |||
Alkame Water Inc. | ||||
Date of Reverse Merger | Jun. 25, 2013 | |||
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% | |||
HCS Acquisition | ||||
Common Stock, Par Value | $ 0.135 | |||
Date of Issuance | Oct. 27, 2014 | |||
Shares Issued, Reverse Merger | 100,000 | |||
Equity Line of Credit | ||||
Common Stock, Par Value | $ 0.15 | |||
Common Stock, issued | 4,166,667 | |||
Date of Issuance | Sep. 15, 2014 | |||
Professional Services | ||||
Common Stock, Par Value | $ 0.75 | |||
Common Stock, issued | 10,667 | |||
Date of Issuance | Aug. 31, 2013 | |||
Exclusivity Agmt | ||||
Common Stock, Par Value | $ 0.69 | |||
Common Stock, issued | 5,129 | |||
Date of Issuance | Sep. 30, 2013 | |||
Professional Services #2 | ||||
Common Stock, Par Value | $ 0.69 | |||
Common Stock, issued | 500,000 | |||
Date of Issuance | Aug. 31, 2013 | |||
Professional Services #3 | ||||
Common Stock, Par Value | $ 1.17 | |||
Common Stock, issued | 666,667 | |||
Date of Issuance | Aug. 31, 2013 | |||
Consultant Services | ||||
Common Stock, Par Value | $ 1.17 | |||
Common Stock, issued | 8,333 | |||
Date of Issuance | Aug. 31, 2013 | |||
Consultant Services #2 | ||||
Series B Preferred Stock Designated, Par Value | $ 0.125 | |||
Date of Issuance | Oct. 31, 2013 | |||
Issuance of Series A Convertible Preferred shares for services, shares | 2,000,000 | |||
Consultant Termination | ||||
Common Stock, Par Value | $ 0.45 | |||
Common Stock, issued | 1,500,000 | |||
Date of Issuance | Nov. 30, 2013 | |||
Athlete Endorses | ||||
Common Stock, Par Value | $ 0.45 | |||
Common Stock, issued | 250,818 | |||
Date of Issuance | Nov. 30, 2013 | |||
Professional Services #4 | ||||
Common Stock, Par Value | $ 0.45 | |||
Common Stock, issued | 12,308 | |||
Date of Issuance | Nov. 30, 2013 | |||
Merger Agmt | ||||
Common Stock, Par Value | $ 0.42 | |||
Common Stock, issued | 7,777,500 | |||
Date of Issuance | Aug. 31, 2013 | |||
Fee Agmt | ||||
Series B Preferred Stock Designated, Par Value | $ 0.48 | |||
Date of Issuance | Mar. 3, 2014 | |||
Issuance of Series B Convertible Preferred shares for services, shares | 187,500 | |||
Series A Convertible Preferred Stock | ||||
Conversion of common shares to Series A Convertible Preferred Shares | 10,000,000 | 10,000,000 | ||
Cancellation of common shares, shares | 2,333,333 | |||
Issuance of Series A Convertible Preferred shares for services, shares | 2,000,000 | |||
Common Stock | ||||
Issuance of Series B Convertible Preferred shares for services, shares | (65,210,834) | |||
Conversion of common shares to Series A Convertible Preferred Shares | (83,333,333) | (83,333,333) | ||
Cancellation of common shares, shares | (2,333,333) |
Income Taxes - Federal Income T
Income Taxes - Federal Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Federal income tax benefit attributable to: | ||
Federal Income tax benefit | $ (367,500) | $ 1,830,000 |
State Income tax benefit | (52,500) | $ 260,000 |
Permanent and other differences | 780,078 | |
Change in valuation allowance | $ (360,078) | $ 2,090,000 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 2,514,000 | $ 2,090,000 |
Valuation allowance | $ (2,514,000) | $ (2,090,000) |
Net deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 2,514,000 | $ 2,090,000 |
Carryfoward Expiration Date | Jan. 1, 2032 | |
Effective Income Tax Rate | 35.00% | |
Net operating losses | $ 8,185,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Inventory Raw Materials | $ 53,806 | $ 16,212 |
Inventory Finished Goods | 16,437 | 29,386 |
Total | $ 70,243 | $ 45,598 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Dec. 31, 2014 - USD ($) | Total |
Acquisition Interest | 71.00% |
Common Stock, shares issued | 150,000,000 |
HCS Acquisition | |
Date of Agreement | Oct. 26, 2014 |
Acquisition Interest | 100.00% |
Common Stock, shares issued | 100,000 |
Chief Operating Officer | |
Employment Term | P1Y |
Salaries and wages, related party | $ 70,000 |
Sales & Marketing Director | |
Employment Term | P1Y |
Salaries and wages, related party | $ 2,700 |
Manufacturing Director | |
Employment Term | P1Y |
Salaries and wages, related party | $ 4,350 |
Chief Executive Officer | |
Employment Term | P1Y |
Salaries and wages, related party | $ 120,000 |
Consulting Agmt | |
Employment Term | P1Y |
Salaries and wages | $ 120,000 |
Noteholder Dispute | |
Accrued Interest | $ 28,000 |
Xtreme Acquisition | |
Date of Agreement | Apr. 21, 2014 |
Purchase Price | $ 2,000,000 |
Deposit | 50,000 |
Additional Cash Payment | 525,000 |
Balance | $ 1,425,000 |
Common Stock, shares | 1,009,000 |
Common Stock, Price Per Share | $ 0.10 |
Purchase Price, payment total | $ 290,000 |
Xtreme Acquisition Amdt #1 | |
Date of Agreement | Jan. 16, 2015 |
Xtreme Acquisition Amdt #2 | |
Date of Agreement | Apr. 15, 2015 |
Concentration of credit risk (D
Concentration of credit risk (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Major Customers | 98.00% |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Proceeds from convertible notes | $ 604,472 | |
Accredited Investor #12 | ||
Date of Agreement | Jan. 7, 2015 | |
Proceeds from convertible notes | $ 28,000 | |
Convertible Debt, term | 6 months | |
Convertible Debt, description | The debenture is convertible at 58% of the lowest trading price in the 20 trading days prior to conversion. | |
Accredited Investor #13 | ||
Date of Agreement | Jan. 20, 2015 | |
Proceeds from convertible notes | $ 220,000 | |
Convertible Debt, term | 6 months | |
Convertible Debt, description | The debenture is convertible at 55% of the lowest trading price in the 20 trading days prior to conversion. | |
Accredited Investor #14 | ||
Date of Agreement | Feb. 9, 2015 | |
Proceeds from convertible notes | $ 108,000 | |
Convertible Debt, term | 12 months | |
Convertible Debt, description | The debenture is convertible at 60% of the lowest trading price in the 20 trading days prior to conversion. | |
Accredited Investor #15 | ||
Date of Agreement | Feb. 19, 2015 | |
Proceeds from convertible notes | $ 35,000 | |
Convertible Debt, term | 2 years | |
Convertible Debt, description | The debenture is convertible at 50% of the lowest trading price in the 20 trading days prior to conversion. | |
Accredited Investor #16 | ||
Date of Agreement | Feb. 20, 2015 | |
Proceeds from convertible notes | $ 22,000 | |
Convertible Debt, term | 2 years | |
Convertible Debt, description | The debenture is convertible at 60% of the lowest trading price in the 25 trading days prior to conversion. | |
Accredited Investor #17 | ||
Date of Agreement | Feb. 25, 2015 | |
Proceeds from convertible notes | $ 30,000 | |
Convertible Debt, term | 2 years | |
Convertible Debt, description | The debenture is convertible at lesser of (a) $0.10 or (b) 60% of the lowest trading price in the 25 trading days prior to conversion. | |
Settlement #1 | ||
Date of Issuance | Jan. 12, 2015 | |
Common Stock, shares issued | 3,600,000 | |
Conversion of Accounts Payable, Amount | $ 69,336 | |
Common Stock, Par Value | $ 0.01926 | |
Settlement #2 | ||
Date of Issuance | Feb. 4, 2015 | |
Common Stock, shares issued | 3,000,000 | |
Conversion of Accounts Payable, Amount | $ 69,336 | |
Common Stock, Par Value | $ 0.018 | |
Settlement #3 | ||
Date of Issuance | Feb. 20, 2015 | |
Common Stock, shares issued | 3,500,000 | |
Conversion of Accounts Payable, Amount | $ 56,910 | |
Common Stock, Par Value | $ 0.01626 | |
Settlement #4 | ||
Date of Issuance | Mar. 10, 2015 | |
Common Stock, shares issued | 4,500,000 | |
Conversion of Accounts Payable, Amount | $ 31,860 | |
Common Stock, Par Value | $ 0.00708 | |
Settlement #5 | ||
Date of Issuance | Mar. 18, 2015 | |
Common Stock, shares issued | 5,000,000 | |
Conversion of Accounts Payable, Amount | $ 21,600 | |
Common Stock, Par Value | $ 0.00432 | |
Settlement #6 | ||
Date of Issuance | Mar. 31, 2015 | |
Common Stock, shares issued | 6,600,000 | |
Conversion of Accounts Payable, Amount | $ 15,048 | |
Common Stock, Par Value | $ 0.00228 | |
Settlement #7 | ||
Date of Issuance | Apr. 15, 2015 | |
Common Stock, shares issued | 6,000,000 | |
Conversion of Accounts Payable, Amount | $ 14,400 | |
Common Stock, Par Value | $ 0.0024 | |
Settlement #8 | ||
Date of Issuance | May 4, 2015 | |
Common Stock, shares issued | 7,400,000 | |
Conversion of Accounts Payable, Amount | $ 29,748 | |
Common Stock, Par Value | $ 0.00402 | |
Settlement #9 | ||
Date of Issuance | Jun. 2, 2015 | |
Common Stock, shares issued | 5,118,865 | |
Conversion of Accounts Payable, Amount | $ 30,713 | |
Common Stock, Par Value | $ 0.006 | |
Settlement #10 | ||
Date of Issuance | Jun. 17, 2015 | |
Common Stock, shares issued | 5,000,000 | |
Conversion of Accounts Payable, Amount | $ 39,900 | |
Common Stock, Par Value | $ 0.00798 | |
Debt Conversion #1 | ||
Date of Issuance | Feb. 9, 2015 | |
Common Stock, shares issued | 2,000,000 | |
Conversion of Debt Instrument | $ 36,210 | |
Common Stock, Par Value | $ 0.01806 | |
Debt Conversion #2 | ||
Date of Issuance | Feb. 17, 2015 | |
Common Stock, shares issued | 1,428,571 | |
Conversion of Debt Instrument | $ 25,000 | |
Common Stock, Par Value | $ 0.0175 | |
Debt Conversion #3 | ||
Date of Issuance | Feb. 23, 2015 | |
Common Stock, shares issued | 1,481,481 | |
Conversion of Debt Instrument | $ 20,000 | |
Common Stock, Par Value | $ 0.0135 | |
Debt Conversion #4 | ||
Date of Issuance | Feb. 24, 2015 | |
Common Stock, shares issued | 1,750,000 | |
Conversion of Debt Instrument | $ 17,850 | |
Common Stock, Par Value | $ 0.0102 | |
Debt Conversion #5 | ||
Date of Issuance | Feb. 25, 2015 | |
Common Stock, shares issued | 2,500,000 | |
Conversion of Debt Instrument | $ 32,500 | |
Common Stock, Par Value | $ 0.013 | |
Debt Conversion #6 | ||
Date of Issuance | Feb. 25, 2015 | |
Common Stock, shares issued | 2,686,667 | |
Conversion of Debt Instrument | $ 22,837 | |
Common Stock, Par Value | $ 0.0085 | |
Debt Conversion #7 | ||
Date of Issuance | Feb. 26, 2015 | |
Common Stock, shares issued | 1,518,333 | |
Conversion of Debt Instrument | $ 18,220 | |
Common Stock, Par Value | $ 0.012 | |
Debt Conversion #8 | ||
Date of Issuance | Mar. 5, 2015 | |
Common Stock, shares issued | 1,800,000 | |
Conversion of Debt Instrument | $ 13,500 | |
Common Stock, Par Value | $ 0.0075 | |
Debt Conversion #9 | ||
Date of Issuance | Mar. 12, 2015 | |
Common Stock, shares issued | 3,424,658 | |
Conversion of Debt Instrument | $ 25,000 | |
Common Stock, Par Value | $ 0.0073 | |
Debt Conversion #10 | ||
Date of Issuance | Mar. 12, 2015 | |
Common Stock, shares issued | 3,653,013 | |
Conversion of Debt Instrument | $ 25,863 | |
Common Stock, Par Value | $ 0.00708 | |
Debt Conversion #11 | ||
Date of Issuance | Mar. 12, 2015 | |
Common Stock, shares issued | 4,955,500 | |
Conversion of Debt Instrument | $ 33,797 | |
Common Stock, Par Value | $ 0.00682 | |
Debt Conversion #12 | ||
Date of Issuance | Mar. 12, 2015 | |
Common Stock, shares issued | 1,736,111 | |
Conversion of Debt Instrument | $ 12,500 | |
Common Stock, Par Value | $ 0.0072 | |
Debt Conversion #13 | ||
Date of Issuance | Mar. 16, 2015 | |
Common Stock, shares issued | 1,000,000 | |
Conversion of Debt Instrument | $ 6,700 | |
Common Stock, Par Value | $ 0.0067 | |
Debt Conversion #14 | ||
Date of Issuance | Mar. 26, 2015 | |
Common Stock, shares issued | 5,697,909 | |
Conversion of Debt Instrument | $ 19,900 | |
Common Stock, Par Value | $ 0.00349 | |
Debt Conversion #15 | ||
Date of Issuance | Mar. 30, 2015 | |
Common Stock, shares issued | 2,106,545 | |
Conversion of Debt Instrument | $ 4,866 | |
Common Stock, Par Value | $ 0.00231 |