Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 08, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | GLOBAL EQUITY INTERNATIONAL INC | ||
Entity Central Index Key | 1533106 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $7,610,484 | ||
Entity Common Stock, Shares Outstanding | 79,322,025 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $19,026 | $48,856 |
Accounts receivable | 2,520 | 2,520 |
Prepaids | 6,248 | 33,799 |
Other current assets | 9,481 | 452,201 |
Loans receivable | 10,825 | 6,000 |
Total current assets | 48,100 | 543,376 |
Investment, cost | 3,000 | 5,000 |
Fixed assets, net | 30,224 | 7,817 |
Total assets | 81,324 | 556,193 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 114,191 | 38,989 |
Accounts payable - related parties | 360,984 | 192,053 |
Deferred revenue | 462,015 | 247,000 |
Loans payable - related party | 58,595 | 57,194 |
Accrued interest | 657,918 | 120,918 |
Loans payable | 440,018 | |
Converitble notes payable - net of unamortized discount of $87,064 and $16,688, respectively | 79,936 | 996,531 |
Derivative liability on notes payable | 301,937 | |
Total current liabilities | 2,475,594 | 1,652,685 |
Long term liabilities | ||
Convertible loan payable - related party - net of unamortized discount of $268,189 and $0, respectively | 33,800 | 324,475 |
Derivative liability - related party notes | 393,510 | |
Total long term liabilities | 427,310 | 324,475 |
Redeemable Series A, Convertible Preferred Stock: 5,000,000 shares authorized and 1,983,332 and 5,000,000 shares issued and outstanding, respectively, $0.001 par value (redemption amount $480,000) (liquidation preference of $0) | 1,020,000 | 1,020,000 |
Stockholders' Deficit | ||
Common stock: 70,000,000 shares authorized; $0.001 par value 36,271,148 and 31,044,202 shares issued and outstanding, respectively. | 36,271 | 31,045 |
Additional paid in capital | 3,472,904 | 2,657,659 |
Stock payable | 82,850 | 82,850 |
Accumulated deficit | -7,434,650 | -5,212,521 |
Other comprehensive gain | 1,045 | |
Total stockholders' deficit | -3,841,580 | -2,440,967 |
Total liabilities, redeemable preferred stock & stockholders' deficit | $81,324 | $556,193 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Unamortization of debt discount | $268,189 | |
Redeemable Series A - Convertible Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Redeemable Series A - Convertible Preferred Stock, shares issued | 1,983,332 | 5,000,000 |
Redeemable Series A - Convertible Preferred Stock, shares outstanding | 1,983,332 | 5,000,000 |
Redeemable Series A - Convertible Preferred Stock, par value | $0.00 | $0.00 |
Redeemable Series A - Convertible Preferred Stock, redemption amount | 480,000 | 480,000 |
Redeemable Series A - Convertible Preferred Stock, liquidation preference value | 0 | 0 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 36,271,148 | 31,044,202 |
Common stock, shares outstanding | 36,271,148 | 31,044,202 |
Short-term Debt [Member] | ||
Unamortization of debt discount | 87,064 | 16,688 |
Long-term Debt [Member] | ||
Unamortization of debt discount | $268,189 | $0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | $515,000 | $174,349 |
General and administrative expenses | 314,095 | 467,939 |
Stock compensation | 540,000 | |
Salaries | 816,323 | 550,284 |
Professional services | 254,953 | 646,179 |
Depreciation | 4,372 | 1,382 |
Impairment of investment | 2,000 | 160,000 |
Total operating expenses | 1,391,743 | 2,365,784 |
Net loss from operations | -876,743 | -2,191,435 |
Other income (expenses): | ||
Interest expense | -608,973 | -148,210 |
Amortization of debt discount | -299,535 | -23,407 |
Gain on settlement of liabilities | 138,834 | 18,200 |
Loss on derivative liability | -227,495 | |
Loss on conversion of notes | -369,949 | |
Gain on debt extinguishment | 22,486 | |
Exchange rate loss | -754 | |
Total income (expenses) | -1,345,386 | -153,523 |
Net loss | -2,222,129 | -2,344,958 |
Weighted average number of common shares outstanding - basic | 32,487,859 | 30,474,948 |
Net loss per common share - basic | ($0.07) | ($0.08) |
Comprehensive Loss: | ||
Gain on foreign currency translation | 1,045 | |
Net loss | -2,222,129 | -2,344,958 |
Comprehensive Loss | ($2,221,084) | ($2,344,958) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balance at Dec. 31, 2012 | $29,628 | $2,070,554 | ($2,867,563) | ($767,381) | ||
Balance, shares at Dec. 31, 2012 | 29,627,700 | |||||
Common stock issued in lieu of interest payment ($0.12/share) | 20 | 2,380 | 2,400 | |||
Common stock issued in lieu of interest payment ($0.12/share), shares | 20,000 | |||||
Common stock issued for services ($0.12/share) | 120 | 14,280 | 14,400 | |||
Common stock issued for services ($0.12/share), shares | 120,000 | |||||
Common stock issued for services ($0.15/share) | 20 | 2,980 | 3,000 | |||
Common stock issued for services ($0.15/share), shares | 20,000 | |||||
Common stock issued in lieu of interest payment ($0.15/share) | 10 | 1,490 | 1,500 | |||
Common stock issued in lieu of interest payment ($0.15/share), shares | 10,000 | |||||
Common stock issued for services ($0.16/share) | 10 | 1,590 | 1,600 | |||
Common stock issued for services ($0.16/share), shares | 10,000 | |||||
Common stock issued for services ($0.17/share) | 140 | 23,632 | 23,772 | |||
Common stock issued for services ($0.17/share), shares | 139,835 | |||||
Common stock issued for services ($0.22/share) | 10 | 2,190 | 2,200 | |||
Common stock issued for services ($0.22/share), shares | 10,000 | |||||
Common stock issued for services ($0.27/share) | 20 | 5,380 | 5,400 | |||
Common stock issued for services ($0.27/share), shares | 20,000 | |||||
Common stock issued for services ($0.25/share) | 500 | 124,500 | 125,000 | |||
Common stock issued for services ($0.25/share), shares | 500,000 | |||||
Common stock issued for services ($0.29/share) | 150 | 43,350 | 43,500 | |||
Common stock issued for services ($0.29/share), shares | 150,000 | |||||
Common stock issued for services ($0.45/share) | 10 | 4,490 | 4,500 | |||
Common stock issued for services ($0.45/share), shares | 10,000 | |||||
Common stock issued for services ($0.55/share) | 35 | 19,215 | 19,250 | |||
Common stock issued for services ($0.55/share), shares | 35,000 | |||||
Common stock issued for services ($0.70/share) | 10 | 6,990 | 7,000 | |||
Common stock issued for services ($0.70/share), shares | 10,000 | |||||
Common stock issued for services ($0.80/share) | 10 | 7,990 | 8,000 | |||
Common stock issued for services ($0.80/share), shares | 10,000 | |||||
Common stock issued for services ($0.95/share) | 150 | 142,400 | 142,550 | |||
Common stock issued for services ($0.95/share), shares | 150,000 | |||||
Common stock issued for services and payables ($0.80/share) | 100 | 79,900 | 80,000 | |||
Common stock issued for services and payables ($0.80/share), shares | 100,000 | |||||
Common stock issued in settlement of debt ($1.10 per share) | 75 | 82,375 | 82,450 | |||
Common stock issued in settlement of debt ($1.10 per share), shares | 75,000 | |||||
Common stock issued in settlement of debt ($1.20 per share) | 10 | 11,990 | 12,000 | |||
Common stock issued in settlement of debt ($1.20 per share), shares | 10,000 | |||||
Common Stock issued for cash ($0.60/share) | 17 | 9,983 | 10,000 | |||
Common Stock issued for cash ($0.60/share), shares | 16,667 | |||||
Common stock issuable under commission agreement | 82,850 | 82,850 | ||||
Net loss | -2,344,958 | -2,344,958 | ||||
Balance at Dec. 31, 2013 | 31,045 | 2,657,659 | 82,850 | -5,212,521 | -2,440,967 | |
Balance, shares at Dec. 31, 2013 | 31,044,202 | |||||
Common stock issued for services ($0.50 per share) | 165 | 8,085 | 8,250 | |||
Common stock issued for services ($0.50 per share), shares | 165,000 | |||||
Common stock issued for settlement of debt ($0.044 per share) | 296 | 11,704 | 12,000 | |||
Common stock issued for settlement of debt ($0.044 per share), shares | 295,567 | |||||
Common stock issued for settlement of debt ($0.041 per share) | 501 | 109,318 | 109,819 | |||
Common stock issued for settlement of debt ($0.041 per share), shares | 501,149 | |||||
Common stock issued for services ($0.150/share) | 653 | 97,372 | 98,025 | |||
Common stock issued for services ($0.150/share), shares | 653,500 | |||||
Common stock issued in settlement of debt ($0.093 per share) | 86 | 16,293 | 16,379 | |||
Common stock issued in settlement of debt ($0.093 per share), shares | 86,207 | |||||
Common stock issued in settlement of debt ($0.029 per share) | 488 | 60,953 | 61,441 | |||
Common stock issued in settlement of debt ($0.029 per share), shares | 487,629 | |||||
Common stock issued in settlement of debt and interest ($0.054 per share) | 18 | 2,091 | 2,109 | |||
Common stock issued in settlement of debt and interest ($0.054 per share), shares | 18,498 | |||||
Common stock issued in settlement of debt ($0.023 per share) | 517 | 39,311 | 39,828 | |||
Common stock issued in settlement of debt ($0.023 per share), shares | 517,241 | |||||
Common stock issued in settlement of debt ($0.021 per share) | 902 | 314,852 | 315,754 | |||
Common stock issued in settlement of debt ($0.021 per share), shares | 902,155 | |||||
Common stock issued in settlement of debt ($0.024 per share) | 500 | 41,700 | 42,200 | |||
Common stock issued in settlement of debt ($0.024 per share), shares | 500,000 | |||||
Common stock issued in settlement of debt ($0.013 per share) | 600 | 17,400 | 18,000 | |||
Common stock issued in settlement of debt ($0.013 per share), shares | 600,000 | |||||
Common stock issued in lieu of salary bonus ($0.16 per share) | 500 | 79,500 | 80,000 | |||
Common stock issued in lieu of salary bonus ($0.16 per share), shares | 500,000 | |||||
Debt discount on note converted | 16,667 | 16,667 | ||||
Other Comprehensive gain | 1,045 | 1,045 | ||||
Net loss | -2,222,129 | -2,222,129 | ||||
Balance at Dec. 31, 2014 | $36,271 | $3,472,904 | $82,850 | ($7,434,650) | $1,045 | ($3,841,580) |
Balance, shares at Dec. 31, 2014 | 36,271,148 |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Deficit (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issued in Lieu of Interest Payable, per share | $0.12 | |
stock issued for services, per share | $0.05 | $0.12 |
Stock issued for services, per share | $0.15 | $0.15 |
Stock issued in Lieu of Interest Payable, per share one | $0.15 | |
Stock issued for services, per share | $0.16 | |
Stock issued for services, per share | $0.17 | |
Stock issued for services, per share | $0.22 | |
Stock issued for services, per share | $0.27 | |
Stock issued for services, per share | $0.25 | |
Stock issued for services, per share | $0.29 | |
Stock issued for services, per share | $0.45 | |
Stock issued for services, per share | $0.55 | |
Stock issued for services, per share | $0.70 | |
Stock issued for services, per share | $0.80 | |
Stock issued for services, per share | $0.95 | |
Stock issued for services and payable, per share | $0.80 | |
Stock issued for settlement of debt, per share | $0.04 | $1.10 |
Stock issued for settlement of debt, per share | $0.04 | $1.20 |
Stock issued for cash price per share | $0.60 | |
Stock issued for settlement of debt, per share | $0.09 | |
Stock issued for settlement of debt, per share | $0.03 | |
Stock issued for settlement of debt, per share | $0.02 | |
Stock issued for settlement of debt, per share | $0.02 | |
Stock issued for settlement of debt, per share | $0.02 | |
Stock issued for settlement of debt, per share | $0.01 | |
stock issued in settlement of debt and interest, per share | $0.05 | |
stock issued in lieu of salary bonus, per share | $0.16 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($2,222,129) | ($2,344,958) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Depreciation | 4,372 | 1,382 |
Common stock issued for bonus | 80,000 | 540,000 |
Consulting revenue as repayment of loan | -50,000 | |
Consulting revenues received in marketable securities | -5,000 | |
Common stock issued for services rendered | 106,275 | 491,311 |
Loss on conversion of notes | 369,949 | |
Common stock issued for interest | 3,900 | |
Common stock payable for services | 82,850 | |
Gain (loss) on derivate liability - Notes payable | 227,495 | |
Gain on settlement of debt | -138,834 | -18,200 |
Gain on debt extinguishment | -22,486 | |
Amortization of debt discount | 299,535 | 23,407 |
Impairment loss on available for sale marketable securities | 2,000 | 160,000 |
Changes in operating assets and liabilities: | ||
Prepaids | 26,049 | -23,569 |
Accrued interest | 608,973 | 120,918 |
Accounts payable and accrued liabilities | 91,464 | -68,871 |
Accounts payable - related parties | 168,931 | 170,028 |
Deferred revenue | 215,015 | 247,000 |
Accounts receivable | 142,500 | |
Other current assets | 442,719 | -452,200 |
Net cash provide by (used in) operating activities: | 209,328 | -929,502 |
Cash Flows used in investing activities: | ||
Office furniture and equipment, net | -26,779 | -2,737 |
Loans given to non-affiliate | -4,825 | -6,000 |
Net cash used in investing activities | -31,604 | -8,737 |
Cash flows from financing activities: | ||
Proceeds from loans - related parties | 1,401 | 10,319 |
Repayment of loans - related parties | -1,200 | |
Proceeds for notes payable | 1,015,624 | |
Convertible loan payable | 240,500 | |
Repayment of notes payable | -450,500 | -52,500 |
Proceeds from issuance of common stock | 10,000 | |
Net cash provided by (used in) financing activities | -208,599 | 982,243 |
Net increase (decrease) in cash | -30,875 | 44,004 |
Effect of Exchange Rates on Cash | 1,045 | |
Cash at Beginning of Period | 48,856 | 4,852 |
Cash at End of Period | 19,026 | 48,856 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Notes payable converted into shares | 129,534 | |
Cancellation of notes payable and subscription receivable against it | 100,000 | |
Accounts payable settled in shares | 75,000 | |
Prepaid expenses paid in stock | 8,311 | |
Conversion of balance in accounts payable - related party to loans payable | $324,475 |
Nature_of_Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 - Nature of Operations |
Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. Global Equity International Inc. (the “Company” or “GEI”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. On November 15, 2010, GEP executed a reverse recapitalization with GEI. On August 22, 2014, we formed a Dubai subsidiary, of Global Equity Partners Plc., called GE Professionals JLT. Global Equity Partners Plc. is the parent company of its 100% subsidiary GE Professionals DMCC (Dubai). | |
Revenue is generated from business consulting services, introduction fees, and equity participation. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern | |
Going Concern | Note 2 - Going Concern |
As reflected in the accompanying financial statements, the Company had a loss of $2,222,129 for the year ended December 31, 2014, $2,000 of which is due to the permanent impairment of an investment; and net cash used in operations of $209,328 for the year ended December 31, 2014; and a working capital deficit of $2,427,493 and stockholders´ deficit of $3,841,580 for the year ended December 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence. | |
The Company expects to use its working capital to implement a marketing program to increase awareness of its business model, which includes, but is not limited to, acquisition of private companies, with the intention of taking those companies public in the United States and possibly dual listing those entities abroad. In the event that operating cash flows are slowed or nonexistent, the Company plans to reduce its overhead wherever possible. | |
Depending upon market conditions, the Company may not be successful in raising sufficient additional capital to achieve its business objectives. In such event, the business, prospects, financial condition, and results of operations could be materially adversely affected hence there is certain doubt about the Company’s ability to continue as a going concern. | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies | |||||||||
Principles of Consolidation | ||||||||||
Global Equity International Inc. is the parent company of its 100% subsidiary Global Equity Partners Plc and Global Equity Partners Plc. is the parent company of its 100% subsidiary GE Professionals JLT DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation. | ||||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. | ||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non confirming events. Accordingly, the actual results could differ from those estimates. | ||||||||||
Risks and Uncertainties | ||||||||||
The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai. | ||||||||||
Cash | ||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and at December 31, 2013 respectively; the Company had no cash equivalents. | ||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||
The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. | ||||||||||
Foreign currency policy | ||||||||||
The Company’s accounting policies related to the consolidation and accounting for foreign operations in future filings will be as follows: All foreign currency transactions will be translated into United States dollars ($) and/or USD as the reporting currency. Assets and liabilities will be translated at the exchange rate in effect at the balance sheet date. Revenues and expenses will be translated at the average rate of exchange prevailing during the reporting period. Equity transactions will be translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period will be included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions will be included in the statement of operations and comprehensive loss as other income (expense). | ||||||||||
For the years ended December 31, 2014 and 2013 our functional and operational currency was the US Dollar. | ||||||||||
Marketable Securities | ||||||||||
(A) Classification of Securities | ||||||||||
At the time of the acquisition, a security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. | ||||||||||
All securities held at December 31, 2014 and December 31, 2013, respectively were designated as available for sale. Any un-realized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) will be computed on a specific identification basis and will be reflected in the statement of operations. | ||||||||||
Cost Method Investment | ||||||||||
At March 31, 2013, the Company had investment in securities of two different Companies, having a cost of $163,000 that was treated as a cost method investment. The value of the cost method investment pertains to the receipt of 9.2% of the common stock in a private company in which the best evidence of value was the services rendered and a further 9.86% of the common stock in another private company in which the best evidence of value was the services rendered. | ||||||||||
At June 30, 2013, there were identifiable events or changes in circumstances that had a significant adverse effect on the value of one of the investments: hence the Company impaired $160,000 of the investments. | ||||||||||
Also at June 30, 2013, the Company received 2,000,000 shares from a private company and client having a cost of $2,000 that is treated as a cost method investment. The value of the cost method investment pertains to the receipt of 8.55% of the common stock in a private company in which the best evidence of value was the services rendered. | ||||||||||
At December 31, 2014, there were identifiable events or changes in circumstances that had a significant adverse effect on the value of one of the investments hence the Company impaired $2,000 of the investments. | ||||||||||
Equity investment in companies is accounted for under the cost method as the equity investments do not have readily determinable fair values. As per ASC codification 320 “Certain Investments in Debt and Equity Securities”, non-marketable equity securities that do not have a readily determinable fair value are not required to be accounted for under the equity method and are typically carried at cost. | ||||||||||
(B) Other than Temporary Impairment | ||||||||||
The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company recorded as permanent impairment loss on available for sale marketable securities of $2,000 and $160,000 as of December 31, 2014 and 2013, respectively. | ||||||||||
Fixed Assets | ||||||||||
Fixed Assets are to be stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets can be capitalized. Repairs and maintenance expenses are to be charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. | ||||||||||
2014 | 2013 | |||||||||
Furniture and equipment | $ | 36,095 | $ | 9,316 | ||||||
Accumulated depreciation | $ | (5,871 | ) | $ | (1,499 | ) | ||||
Net fixed assets | $ | 30,224 | $ | 7,817 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $4,372 and $1,382, respectively. | ||||||||||
Beneficial Conversion Feature | ||||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. | ||||||||||
When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt. | ||||||||||
Debt issue costs and debt discount | ||||||||||
The Company may pay debt issue costs, and record financing costs and debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | ||||||||||
Original issue discount | ||||||||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | ||||||||||
Revenue Recognition | ||||||||||
We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. | ||||||||||
For the years ended December 31, 2014 and December 31, 2013 the Company received marketable securities and cash as consideration for services rendered. | ||||||||||
At December 31, 2014 and December 31, 2013, the Company had the following concentrations of accounts receivables with customers: | ||||||||||
Customer | 31-Dec-14 | 31-Dec-13 | ||||||||
ACI | 100 | % | 100 | % | ||||||
For the years ended December 31, 2014 and December 31, 2013, the Company had the following concentrations of revenues with customers: | ||||||||||
Customer | 31-Dec-14 | 31-Dec-13 | ||||||||
ATC | 6 | % | 0 | % | ||||||
AUT | 12 | % | 0 | % | ||||||
UNI | 12 | % | 0 | % | ||||||
ACI | 0 | % | 8 | % | ||||||
SAC | 5 | % | 14 | % | ||||||
ANR | 0 | % | 14 | % | ||||||
YMD | 5 | % | 0 | % | ||||||
IOA | 5 | % | 0 | % | ||||||
STV | 5 | % | 0 | % | ||||||
PCI | 6 | % | 0 | % | ||||||
DSI | 22 | % | 63 | % | ||||||
MHB | 19 | % | 0 | % | ||||||
DUO | 0 | % | 0 | % | ||||||
VTH | 4 | % | 0 | % | ||||||
The company currently holds the following equity securities in private and also reporting companies: | ||||||||||
Company | No. Shares | Status | ||||||||
M1 Lux AG | 2,000,000 | Private Company | ||||||||
Monkey Rock Group Inc. | 1,500,000 | Reporting Company – OTC | ||||||||
Voz Mobile Cloud Limited | 3,200,000 | Private Company | ||||||||
Arrow Cars International Inc. | 3,000,000 | Reporting Company – OTC | ||||||||
Direct Security Integration Inc. | 400,000 | Private Company | ||||||||
10,100,000 | ||||||||||
Deferred Revenue | ||||||||||
Deferred revenue represents fees that have been received by the Company for requested services that have not been substantially completed. During the year ended December 31, 2014 the Company received $730,015 from eleven clients for service to be rendered during the year 2014 and 2015. At December 31, 2014, the Company recognized $515,000 of this deferred revenue as revenue; leaving the deferred revenue balance of $462,015 (which includes $247,000 of deferred revenue received during the year ended December 31, 2013.) | ||||||||||
Share-based payments | ||||||||||
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. | ||||||||||
Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. | ||||||||||
When computing fair value, the Company considered the following variables: | ||||||||||
● | The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. | |||||||||
● | The expected term was developed by management estimate. | |||||||||
● | The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. | |||||||||
● | The expected volatility is based on management estimates regarding private company stock, where future trading of stock in a public market is expected to be highly volatile. | |||||||||
● | The forfeiture rate is based on historical experience. | |||||||||
Income Taxes | ||||||||||
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. | ||||||||||
On November 15, 2010, the date of the reverse recapitalization, the Company became subject to federal and state income taxes. | ||||||||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties related to unrecognized tax benefits in income tax expense. There were no penalties or interest for the years ended December 31, 2014 and 2013. | ||||||||||
The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2014 and 2013 tax years. | ||||||||||
The Company’s subsidiary, GEP, is incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that does not do business in Seychelles, is not subject to income tax there. GEP did not do business in Seychelles for the years ended December 31, 2014 and December 31, 2013, and GEP does not intend to do business in Seychelles in the future. Accordingly, the Company is not subject to income tax in Seychelles for the years ended December 31, 2014 and December 31, 2013. All business activities were performed by GEP in Dubai for the years ended December 31, 2014 and December 31, 2013. Dubai does not have an income tax. | ||||||||||
Earnings per Share | ||||||||||
Basic earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | ||||||||||
The Company has no common stock equivalents, which, if exercisable, would be dilutive. A separate computation of diluted earnings (loss) per share is not presented. | ||||||||||
Fair Value of Financial Assets and Liabilities | ||||||||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. | ||||||||||
The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: | ||||||||||
● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||
● | Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||
● | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||||||||
The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties and loans payable to related parties, approximate fair value based on the short-term nature of these instruments. | ||||||||||
The Company has assets and liabilities measured at fair market value on a recurring basis. Consequently, the Company had gains and losses reported in the statement of comprehensive income (loss). | ||||||||||
The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2014 and December 31, 2013, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||
Level 1 – Cash | $ | (19,026 | ) | $ | (48,856 | ) | ||||
Level 2 – Marketable Securities | - | - | ||||||||
Level 3 – Non-Marketable Securities | 3,000 | 5,000 | ||||||||
Level 3 – Derivative liability | (695,447 | ) | - | |||||||
Total | $ | (711,473 | ) | $ | 53,856 | |||||
The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value: | ||||||||||
Marketable Securities — the Level 2 position consists of the Company’s investment in equity securities of stock held in publically traded companies. The valuation of these securities is based on significant inputs that are observable or can be derived from or corroborated by observable market data. These valuations are typically based on quoted prices in active markets. The Company´s investments in equity securities are in relatively inactive markets. | ||||||||||
Non-Marketable Securities at Fair Value on a Nonrecurring Basis — certain assets are measured at fair value on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position consists of investment in an equity security held in a private company. | ||||||||||
Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent; although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors which may be indicative of an “other-than-temporary impairment”, such as: | ||||||||||
● | the length of time and extent to which market value has been less than cost; | |||||||||
● | the financial condition and near-term prospects of the issuer; and | |||||||||
● | the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. | |||||||||
Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal. The financial condition and near-term prospects of the Company’s investment is expected to realize improved value due to a public reverse merger. | ||||||||||
Changes in Level 3 assets measured at fair value for the years ended December 31, 2014, 2013 and 2012 were as follows: | ||||||||||
Balance, December 31, 2012 | 160,000 | |||||||||
Realized and unrealized gains (losses) | - | |||||||||
Purchases, sales and settlements | 5,000 | |||||||||
Impairment loss | (160,000 | ) | ||||||||
Balance, December 31, 2013 | 5,000 | |||||||||
Realized and unrealized gains (losses) | - | |||||||||
Purchases, sales and settlements | - | |||||||||
Impairment loss | (2,000 | ) | ||||||||
Balance, December 31, 2014 | $ | 3,000 | ||||||||
Derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life. | ||||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the year ended December 31, 2014. | ||||||||||
Balance, December 31, 2013 | $ | - | ||||||||
Additions to derivative instruments | (695,447 | ) | ||||||||
Change in fair value of derivative instruments | - | |||||||||
Balance, December 31, 2014 | $ | (695,447 | ) | |||||||
Loans to Third Parties | ||||||||||
On March 22, 2013 the Company granted a loan to Dreamscapes Properties International Inc. The principal amount lent was $6,000, the agreed interest rate was 5% per annum and finally, the loan would have to be repaid no later than one year from the date that the loan was granted. This loan is currently in default, the Company plans to speak to Dreamscapes Properties International Inc. with a review to discuss a payment plan over the next 6 months. | ||||||||||
In October 2014, the Company granted a loan to another third party. The principal amount lent was $4,825, it was agreed that no interest would be paid and that the loan would have to be repaid no later than one year from the date that the loan was granted. | ||||||||||
Recent Accounting Pronouncements | ||||||||||
There are no new accounting pronouncements that have any impact on the Company’s financial statements. |
Debt
Debt | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | Note 4 - Debt | ||||||||
(A) Accounts payable – related parties | |||||||||
The following table represents the accounts payable to related parties as of December 31, 2014 and December 31, 2013, respectively: | |||||||||
12/31/14 | 12/31/13 | ||||||||
Salaries | 353,913 | 182,080 | |||||||
Expenses | 7,071 | 9,973 | |||||||
$ | 360,984 | $ | 192,053 | ||||||
As discussed in note no. 4(C), the Company converted $324,475 of related party accounts payable into a convertible loan during the year ended December 31, 2013. | |||||||||
(B) Related Party – short term | |||||||||
The Company received loans from related parties. The loans are non-interest bearing, unsecured and due on demand. The following table represents the loans payable activity as of December 31, 2014 and as of December 31, 2013, respectively: | |||||||||
Loans payable – related party – December 31, 2013 | $ | 57,194 | |||||||
Proceeds from loans | 1,401 | ||||||||
Repayments | - | ||||||||
Loans payable – related party – December 31, 2014 | $ | 58,595 | |||||||
(C) Related party – long term | |||||||||
The Company has accrued salary to the officers and directors of the Company based on the terms of the employment agreements entered into with each officer. As at December 31, 2013, $209,475 was due to the Chief Executive Officer and $115,000 was due to the Chief Financial Officer. During the quarter ended March 31, 2013, the Company converted these amounts to Convertible Loans Payable. These amounts have a term of two years and are repayable on demand and will accrue interest at 10% on the loan period. The agreement also gives an option to the officers of the Company to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share. | |||||||||
On November 15, 2014, the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial notes to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to these notes. At December 31, 2014, the Company had incurred $32,537 of interest expense, accrued $56,873 of interest, amortized debt discount for a total of $33,800 and recognized a gain on conversion of $22,486. | |||||||||
The principal balance outstanding of the loan payable account (net of unamortized debt discount of $268,189) as at December 31, 2014 is $33,800. | |||||||||
(D) Notes payable | |||||||||
On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) with the understanding that the Company will issue 10,000 common restricted shares, issued to the lender on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 common restricted shares and for this the lender agreed to a five month extension. This stock compensation was issued to the lender also on December 12, 2013. This loan is currently in default. Total accrued interest as at December 31, 2014 is $106,196. | |||||||||
Loan granted in 2013 | $ | 120,420 | |||||||
Interest accrued in 2013 | 56,196 | ||||||||
Balance at December 31, 2013 | $ | 176,616 | |||||||
Interest accrued in 2014 | 50,000 | ||||||||
Balance at December 31, 2014 | $ | 226,616 | |||||||
On October 17, 2013, the Company secured a three month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principle plus 5% per month interest on or before January 18, 2014. This loan is currently in default. At December 31, 2014, our Company and the note holder are in dispute regarding the interest that is effectively payable. Also, the noteholder received the 1,600,000 shares (DSI) that were pledged in a private company and is currently trying to sell the shares. The shares pledged formed part of the assets of our company. Total accrued interest as at December 31, 2014 is $429,799. | |||||||||
Loan granted in 2013 | $ | 319,598 | |||||||
Interest accrued in 2013 | $ | 39,602 | |||||||
Balance at December 31, 2013 | $ | 359,200 | |||||||
Accrued interest and expenses in 2014 | $ | 390,197 | |||||||
Balance at December 31, 2014 | $ | 749,397 | |||||||
On November 29, 2013, the Company received a loan in the amount of $450,000 from United Kingdom resident and subsequently the Company issued a Convertible Note due on November 25, 2014 (“Convertible Note”). The Convertible Note bears interest at the rate of 10% per annum until maturity. The Convertible Note may be converted into shares of the issuer’s common stock at a conversion price of $.50 per share at the option of the holder of the Convertible Note. If the Convertible Note is not paid in full or converted into common stock of the Company prior to its maturity date, then the Convertible Note will accrue interest at the rate of 4.5% per annum from the maturity date until paid in full. This $450,000 loan was used as a guarantee for a loan amounting to $3,540,000 applied for to a United Kingdom financial institution on December 9, 2013. At December 23, 2014 the loan had still not been approved due to technical reasons solely related to the lender so the Company made the decision to request back the $450,000 cash collateral and subsequently paid back the principal to the note holder plus $5,000 of interest. At December 31, 2014 the Company incurred a total interest expense of $42,971, owed the noteholder $37,971 of accrued interest as the principal had been paid back in full. | |||||||||
(E) Convertible notes and derivative liability | |||||||||
We have evaluated the terms and conditions of the notes. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. | |||||||||
● | LG Capital LLC: | ||||||||
On May 1, 2014 (the “Closing Date”), the Company issued a $100,000 convertible promissory note (the “LG Note”) to LG Capital Funding, LLC, a New York limited liability company (the “Lender”). The LG Note provides up to an aggregate of $100,000 in gross proceeds. The LG Note matures on May 1, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The first LG Note may be prepaid within 180 days with penalty. The note may not be prepaid after the 180th day. | |||||||||
The principal amount of $50,000 under the second note shall be received by the Company no later than January 1, 2015. All principal under this Note shall be due and payable no later than July 1, 2015. This Full Recourse Note shall bear simple interest at the rate of 8%. This amount was not received and as on December 19, 2014 the noteholder decided not to lend any further amounts. As such the second note and corresponding subscription receivable was cancelled and a gain on debt settlement of $46,673 was recognized. | |||||||||
The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.00465, expected volatility of 474.25%, no expected dividends, a remaining term of 4 months and a risk-free interest rate of 0.04% resulting in a fair value per share of $0.0070 multiplied by the 11,327,736 shares that would be issued if the Note was exercised on the Effective Date. | |||||||||
As of December 31, 2014 a total interest of $2,677 was accrued and a total of $83,423 debt discount was amortized leaving an unamortized balance of $16,577. The fair value of derivative liability as on December 31, 2014 is recorded at $78,874, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($25,547). | |||||||||
● | Adar Bay LLC: | ||||||||
On May 1, 2014 (the “Closing Date”), the Company entered into a Securities Purchase Agreement with Adar Bay, LLC (“Adar Bay”) providing for the purchase of a Convertible Redeemable Note (the “AB Note”) in the aggregate principal amount of $100,000. The AB Note provides up to an aggregate principal amount of $100,000.00 (with the first note being in the amount of $50,000.00 and the second note being in the amount of $50,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash. | |||||||||
The first note matures on May 1, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The First Note may be prepaid within 180 days with penalty. The First Note may not be prepaid after the 180th day. | |||||||||
The principal amount of $50,000 under the second note shall be received by the Company no later than January 1, 2015. All principal under this Note shall be due and payable no later than July 1, 2015. This Full Recourse Note shall bear simple interest at the rate of 8%. This amount was not received and as on December 24, 2014 the noteholder decided not to lend any further amounts. As such the second note and corresponding subscription receivable was cancelled and a gain on debt settlement of $75,601 was recognized. | |||||||||
The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.00465, expected volatility of 474.25%, no expected dividends, over remaining term of 4 months and a risk-free interest rate of 0.040% resulting in a fair value per share of $0.0070 multiplied by the 8,403,170 shares that would be issued if the Note was exercised on the Effective Date. | |||||||||
During the quarter ended December 31, 2014, after the initial 180 days, the Company repaid $13,000 in principal by the issuance of 518,498 shares of common stock priced between $0.08 to $0.0844 per share. As a result a total of $13,000 of debt discount was amortized and $27,364 was recognized as loss on conversion. | |||||||||
As of December 31, 2014 a total interest of $2,518 was accrued and a total of $85,579 debt discount was amortized leaving an unamortized balance of $14,421. The fair value of derivative liability as on December 31, 2014 is recorded at $58,511, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($38,056). | |||||||||
● | JMJ Financial | ||||||||
On June 12, 2014 (the “Closing Date”), the Company issued a $250,000 convertible promissory note (the “JMJ Note”) to JMJ Financial, a Nevada sole proprietorship (the “Lender”). The JMJ Note provides up to an aggregate of $250,000 in gross proceeds. The JMJ Note matures on June 12, 2016, accrues interest of 12% and is convertible into shares of common stock any time after the agreement was signed. The Conversion Price is the lesser of $.30 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Note also contemplated a further 10% discount to market if the shares were not deliverable by DWAC. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. This Note may be prepaid interest free within 90 days with the accrued interest at 12% per annum and the OID proportional to $25,000. The note may not be prepaid after the 91th day. The Company opted to receive only $55,000 of the possible $250,000. | |||||||||
The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.0045, expected volatility of 328.59%, no expected dividends, over remaining term of 1.45 years and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0077 multiplied by 14,638,222 shares that would be issued if the Note was exercised on the Effective Date. | |||||||||
During the quarter ended December 31, 2014, after the initial 90 days, the Company repaid $7,500 in principal by issuance of 600,000 shares of common stock at $0.0300 per share. As a result a total of $7,500 of debt discount was amortized and $6,078 was recognized as loss on conversion. | |||||||||
As of December 31, 2014 a total interest of $13,972, other fees of $4,400 was incurred, an accrued interest of $18,372 was recognized and a total of $20,194 debt discount was amortized leaving an unamortized balance of $34,807. The fair value of derivative liability as on December 31, 2014 is recorded at $112,941, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($62,363). | |||||||||
● | Asher Enterprises Inc. | ||||||||
On September 9, 2013, the Company secured a nine month convertible loan for $32,500 with an 8% interest rate due on June 11, 2014. The terms of the conversion will be a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opts to pay the loan back on or before the 9 month period ends, hence not converting the debt into equity; borrower shall make payment to the holder of an amount in cash (the “Optional Prepayment Amount”) equal to 130% of total amount due inclusive of principal and interest accrued. Between October and December of 2014, the noteholder converted the loan by issuing 1,993,232 common shares of value $433,402 and recognizing a loss of $336,507 on conversion. | |||||||||
As of December 31, 2014 a total interest of $2,855 was paid and a total of $53,000 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on December 31, 2014 is recorded at $0, thereby recognizing a net gain on derivative liability as at December 31, 2014 of 9,105 | |||||||||
● | KMB Worldwide Inc. | ||||||||
The Company entered into Securities Purchase Agreement (the “Agreement”), dated as of September 25, 2014, with KMB Worldwide Inc. On October 2, 2014, the Company received $32,500 from a secured nine month convertible loan signed on September 29, 2014. The loan carried an 8% interest rate and will be due on June 29, 2015. The terms of the conversion will be a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opts to pay the loan back on or before 180 days, hence not converting the debt into equity, borrower shall make payment to the holder of an amount in cash equal to 130% of total amount due inclusive of principal and interest accrued. On March 24, 2015, this note, the 8% per annum accrued interest and 130% premium was fully paid back to the noteholder. | |||||||||
The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.0045, expected volatility of 401.89%, no expected dividends, over remaining term of 6 months and a risk-free interest rate of 0.12% resulting in a fair value per share of $0.0071 multiplied by the 7,294,445 shares that would be issued if the Note was exercised on the Effective Date. | |||||||||
As of December 31, 2014 a total interest of $657 was accrued and a total of $11,240 debt discount was amortized leaving an unamortized balance of $21,259. The fair value of derivative liability as on December 31, 2014 is recorded at $51,611, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($19,112). | |||||||||
● | Peter J. Smith | ||||||||
During the quarter ended March 31, 2013, the Company converted $209,475 of unpaid salary to Convertible Loan Payable. This amount will be advanced for a term of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option to the company´s CEO to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share. | |||||||||
On November 15, 2014 the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are now as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial note to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to the note. | |||||||||
The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.0063 expected volatility of 368.91%, no expected dividends, over remaining term of 1 year and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0075 multiplied by the 33,695,784 shares that would be issued if the Note was exercised on the Effective Date. | |||||||||
At December 31, 2014, the Company incurred interest expense of $21,037, accrued interest of $36,748 and amortized $21,820 of debt discount for this convertible loan note leaving an unamortized balance of $173,138. The fair value of derivative liability as on December 31, 2014 is recorded at $254,043, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($59,085). | |||||||||
● | Enzo Taddei | ||||||||
During the quarter ended March 31, 2013, the Company converted $115,000 of unpaid salary to Convertible Loan Payable. This amount will be advanced for a term of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option to the company´s CFO to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share. | |||||||||
On November 15, 2014 the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are now as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial note to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to the note. | |||||||||
The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.0063 expected volatility of 368.91%, no expected dividends, over remaining term of 1 year and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0075 multiplied by the 18,498,700 shares that would be issued if the Note was exercised on the Effective Date. | |||||||||
At December 31, 2014, the Company incurred $11,500 in interest expense, accrued interest of $20,125 and amortized $11,979 of debt discount for this convertible loan note leaving an unamortized balance of $95,051. The fair value of derivative liability as on December 31, 2014 is recorded at $139,467, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($32,437). | |||||||||
Convertible notes repaid: | |||||||||
On April 23, 2013, the Company secured a nine month convertible loan for $42,500 with an 8% interest rate due on January 29, 2014. The terms of the conversion will be a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opts to pay the loan back on or before the 9 month period ends, hence not converting the debt into equity; borrower shall make payment to the holder of an amount in cash (the “Optional Prepayment Amount”) equal to 130% of total amount due inclusive of principal and interest accrued. On October 18, 2013, the Company exercised its option to prepay the loan it secured for $42,500. At December 31, 2014, the company had incurred interest and financing expense of $69,388, accrued $0 of interest and amortized $5,355 of debt discount for this convertible loan note leaving an unamortized balance of $0. | |||||||||
On June 4, 2013, the Company secured a twelve month convertible loan for $50,000 with the understanding that the Company will issue 10,000 common restricted shares in lieu of interest, these shares are not issued as of December 31, 2014 and accounted for as Stock Payable. The terms of the conversion will be either a $0.50 conversion price or a 25% discount to market based on an average price calculated on the 10 trading days prior to the conversion date, whichever is the lowest. This loan note was adjusted against and applied against the amount receivable for services rendered by the Company to the note holder on June 4, 2014. These shares will be issued within the month of April 2015. At December 31, 2014, the Company incurred a total of $901 in interest expense, had accrued $0 of interest and amortized $6,945 of debt discount for this convertible loan note leaving an unamortized balance of $0. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 5 - Income Taxes | ||||||||
The income tax provision differs from the amount of tax determined by applying the federal statutory rate approximately as follows: | |||||||||
2014 | 2013 | ||||||||
Income Tax provision at statutory rate: | $ | (551,137 | ) | $ | (814,647 | ) | |||
Increase (decrease) in income tax due to: | |||||||||
Non-Taxable foreign earnings | 164,252 | 317,325 | |||||||
State taxes | - | - | |||||||
Change in valuation allowance | 386,886 | 497,322 | |||||||
Total | $ | - | $ | - | |||||
Net deferred tax assets and liabilities are comprised approximately of the following: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets (liabilities), current | $ | - | $ | - | |||||
Deferred tax assets (liabilities), non-current | |||||||||
Net operating loss | $ | 386,886 | $ | 497,322 | |||||
Change invaluation allowance | $ | (386,886 | ) | $ | (497,322 | ) | |||
$ | - | $ | - | ||||||
Net deferred tax assets (liabilities) | $ | - | $ | - | |||||
Non-current assets (liabilities) | $ | - | $ | - | |||||
$ | - | $ | - | ||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income taxes. | |||||||||
During the years ended December 31, 2014 and 2013, the Company generated net operating losses of approximately $386,886 and $497,322, respectively, for federal and Florida income tax purposes. These losses can be carried forward and used to offset taxable income in future years and will start expiring on December 31, 2033. | |||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, 2014 and 2013, based upon the levels of historical taxable income and the limited experience of the Company, the Company believes that it is more-likely-than-not that it will not be able to realize the benefits of some or all of these deductible differences. Accordingly, a valuation allowance of approximately $386,886 and $497,322 has been provided in the accompanying financial statements as of December 31, 2014 and 2013, respectively. | |||||||||
For the years ended December 31, 2014 and December 31, 2013, GEI incurred a loss of approximately $2,222,129 and $2,344,958, respectively. | |||||||||
Therefore, GEP had negative earnings and profits and does not have any foreign earnings and profits to be distributed. Since GEP does not have any undistributed earnings, the Company has not recorded a deferred tax liability associated with the foreign earnings as of December 31, 2014 and 2013. | |||||||||
The Company is not subject to any foreign income taxes for the years ended December 31, 2014 and 2013. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2014 and 2013 tax years. |
Temporary_Equity_and_Stockhold
Temporary Equity and Stockholders' Equity | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity [Abstract] | |||||||||||
Temporary Equity and Stockholders' Equity | Note 6 - Temporary Equity and Stockholders’ Equity | ||||||||||
(A) Preferred Stock | |||||||||||
On November 30, 2011, the Company authorized and designated 5,000,000 Series “A” convertible preferred shares of stock, as a bonus to its Chief Executive Officer for services rendered, having a fair value of $480,000 ($0.096/share), based upon the fair value of the services rendered, which represented the best evidence of fair value. | |||||||||||
On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows: | |||||||||||
● | Voting Rights: 10 votes per share (votes along with common stock); | ||||||||||
● | Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance; | ||||||||||
● | Dividend Rights: None; | ||||||||||
● | Liquidation Rights: None | ||||||||||
The board of directors subsequently agreed that the Chief Executive Officer of the Company would retire to treasury 3,466,668 of these Series “A” preferred shares and retain, the balance, 1,533,332 shares. | |||||||||||
On November 21, 2012 the Company’s CEO gave 533,332 of his Series “A” preferred shares to the Company’s CFO (400,000) and two other employees (133,332). As the 533,332 preferred shares will convert into 5,333,320 on December 1, 2014 and the price per common share on November 21, 2012 was $0.25, the contribution by the officer to the Company was calculated at $1,333,330. | |||||||||||
On December 12, 2013 the Company issued 450,000 Series “A” preferred shares to the Company’s CFO (200,000), CEO (200,000) and one employee (50,000) having a fair value of $540,000 ($0.12 per share), based upon the fair value of the services rendered, which represented the best evidence of fair value. | |||||||||||
The Company has determined that no beneficial conversion feature or derivative financial instruments exist in connection with the Series “A”, convertible preferred stock, as the conversion rate was fixed at an amount equal to the market price of the Company’s common stock. Additionally, there are a stated number of fixed shares. | |||||||||||
Redeemable Preferred Stock | |||||||||||
Under Regulation S-X, Rule 5-02-28, preferred stock must be classified outside of stockholders’ equity when the stock is: | |||||||||||
● | Redeemable at a fixed or determinable price on a fixed or determinable date, | ||||||||||
● | Redeemable at the option of the holder, or | ||||||||||
● | Redeemable based on conditions outside the control of the issuer. | ||||||||||
The Series “A”, convertible preferred stock is redeemable on December 1, 2014 and it is presented on the balance sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity. There are no other features associated with this class of redeemable preferred stock, which require disclosure. The carrying amount and redemption amount is $1,020,000. There are no redemption requirements and the preferred stock holders will redeem these shares within the next 6 months. | |||||||||||
(B) Common Stock | |||||||||||
During the year ended December 31, 2014, the Company issued the following shares: | |||||||||||
Date | Type | Shares | Valuation | ||||||||
3/17/14 | Stock issued for payment of debt | 295,567 | $ | 12,000 | |||||||
4/1/14 | Stock issued for payment of debt | 501,149 | $ | 109,819 | |||||||
4/22/14 | Stock issued for services | 165,000 | $ | 8,250 | |||||||
7/22/14 | Stock issued for services | 115,000 | $ | 17,250 | |||||||
7/22/14 | Stock issued for services | 50,000 | $ | 7,500 | |||||||
7/22/14 | Stock issued for services | 12,500 | $ | 1,875 | |||||||
7/22/14 | Stock issued for services | 276,000 | $ | 41,400 | |||||||
8/4/14 | Stock issued for services | 200,000 | $ | 30,000 | |||||||
9/19/14 | Salary Bonus | 500,000 | $ | 80,000 | |||||||
10/2/14 | Stock issued on debt conversion | 86,207 | $ | 16,379 | |||||||
10/17/14 | Stock issued on debt conversion | 162,543 | $ | 23,406 | |||||||
10/27/14 | Stock issued on debt conversion | 162,543 | $ | 19,505 | |||||||
10/29/14 | Stock issued on debt conversion | 162,543 | $ | 18,530 | |||||||
11/6/14 | Stock issued on debt conversion | 18,498 | $ | 2,109 | |||||||
12/1/14 | Stock issued on debt conversion | 517,241 | $ | 39,828 | |||||||
12/1/14 | Stock issued on debt conversion | 902,155 | $ | 315,754 | |||||||
12/2/14 | Stock issued on debt conversion | 500,000 | $ | 42,200 | |||||||
12/16/14 | Stock issued on debt conversion | 600,000 | $ | 18,000 | |||||||
Effective February 16, 2015, the Company amended its Articles of Incorporation (Article 3) to increase the number of shares of common stock which the Company has the authority to issue from 70,000,000 to 500,000,000. | |||||||||||
(C) Notes Receivable Common | |||||||||||
On May 1, 2014, the Company entered into two Securities Purchase Agreement, one with Adar Bay LLC and the other with LG Capital Inc., each providing for the purchase of Convertible Redeemable Note. The aggregate principal amount of each note was $100,000. The first note from each of the funders being in the amount of $50,000 each and the second (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such hat the Second Note may not be converted until it has been paid for in cash. The amount due under second note is classified as Contra Equity account and presented under the statement of stockholders’ deficit. On December 19, 2014 and December 24, 2014 respectively, the noteholders unilaterally decided not to fund these second notes and hence the Second note along with the buyers note stands cancelled leaving $0 balance in Contra Equity Account as at December 31, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 7 – Commitments and contingencies |
On April 24, 2013, the Company entered into advertisement contract with Robert Sullivan. The Company is required to pay $30,000 in cash and issue 150,000 shares. During 2013 the Company paid $10,000 in cash, the balance of $20,000 was due within 60 days of the signing of the agreement; this amount is unpaid as at December 31, 2014. The Company has guaranteed a value of $100,000 for its shares at the time of legend removal. At December 31, 2014 the legend is still not removed, the Company has accrued for the shortfall of $77,350 as a stock payable. | |
On June 4, 2013, the Company secured a twelve month convertible loan for $50,000 with the understanding that the Company will issue 10,000 common restricted shares in lieu of interest, these shares are not issued as of December 31, 2014 and accounted for as Stock Payable. The terms of the conversion will be either a $0.50 conversion price or a 25% discount to market based on an average price calculated on the 10 trading days prior to the conversion date, whichever is the lowest. This loan note was adjusted against and applied against the amount receivable for services rendered by the Company to the note holder on June 4, 2014. At December 31, 2014 the Company has accrued for the $5,500 as a stock payable. |
Other_Current_Assets
Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Other Current Assets | Note 8 – Other current assets | ||||||||
The following is a summary of the Company’s other current assets: | |||||||||
2014 | 2013 | ||||||||
Cash collateral paid to secure loan | $ | - | -1 | $ | 450,000 | ||||
Retainers paid to legal counsel | 2,201 | 2,201 | |||||||
$ | 2,201 | $ | 452,201 | ||||||
(1) Please refer to Note 4(D) – Notes payable and Note 9 – Subsequent Events. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent events |
On January 21, 2015, our Company was engaged by a Natural Resources company to assist with introducing them to capital in the Middle East and a possible listing of their stock on a recognized stock exchange. | |
On January 22, 2015, our Company was engaged by a company that is the sole proprietor of a “Life Management App”; an application that helps consumers remove friction from their busy lives and live more and worry less by using digital services across a range of key life departments such as finances, vehicle, personal security, travel, health, privacy & data security and home. Our mandate is to assist with introducing the company to capital in the Middle East and a possible listing of their stock on a recognized stock exchange. | |
Effective February 16, 2015, the Company amended its Articles of Incorporation (Article 3) to increase the number of shares of common stock which the Company has the authority to issue from 70,000,000 to 500,000,000. There was no change in the number of shares of preferred stock authorized, as that number remained at 5,000,000 shares of preferred stock. | |
On January 5, 2015, the Company issued 1,600,000 shares of restricted common stock at $.00275 per share to JMJ Financial upon conversion of debt. | |
On January 12, 2015, the Company issued 639,403 shares of restricted common stock at $.0033 per share to LG Capital upon conversion of debt and interest. | |
On January 21, 2015, the Company issued 1,680,000 shares of restricted common stock at $.00250 per share to JMJ Financial upon conversion of debt. | |
On January 21, 2015, the Company issued 2,287,582 shares of restricted common stock at $.00306 per share to Adar Bay upon conversion of debt. | |
On January 21, 2015, the Company issued 1,056,986 shares of restricted common stock at $.003 per share to LG Capital upon conversion of debt. | |
On February 10, 2015, the Company issued 1,809,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt. | |
On February 12, 2015, the Company issued 1,636,958 shares of restricted common stock at $.0012 per share to LG Capital upon conversion of debt and interest. | |
On February 23, 2015, a social networking firm that had previously signed an agreement with our company on December 4, 2014, signed a new contract with us in order to allow us to assist with the listing of their stock on a recognized exchange. The total value of the contract is $1,200,000. | |
On February 25, 2015, the Company issued 2,318,841 shares of restricted common stock at $.00138 per share to Adar Bay upon conversion of debt. | |
On February 26, 2015, the Company issued 1,800,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt. | |
On March 12, 2015, the Company issued 2,391,304 shares of restricted common stock at $.00138 per share to Adar Bay upon conversion of debt. | |
On March 13, 2015, the Company issued 1,808,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt. | |
On March 16, 2015, the Company issued 2,532,051 shares of restricted common stock at $.00156 per share to Adar Bay upon conversion of debt. | |
On March 17, 2015, the Company issued 1,669,013 shares of restricted common stock at $.00147 per share to LG Capital upon conversion of debt and interest. | |
On March 18, 2015, the Company issued 2,660,256 shares of restricted common stock at $.00156 per share to Adar Bay upon conversion of debt. | |
On March 19, 2015, the Company was engaged by an Oil and Gas Company located in the Texas Panhandle to assist with introducing them to capital in the Middle East and a possible listing of their stock on a recognized stock exchange. | |
On March 23, 2015, the Company issued 1,807,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt. | |
On March 23, 2015, the Company issued 3,100,000 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt. | |
On March 24, 2015, the Company paid off a convertible note payable to KBM Worldwide Inc. The note was for $32,500 principal amount plus interest and carried a 30% premium if paid within 180 days. The Company elected to pay the premium on the loan to avoid conversion of the note into the Company’s common stock, due to the current stock price. | |
On March 25, 2015, the Company issued 2,974,430 shares of restricted common stock at $.00144 per share to LG Capital upon conversion of debt and interest. | |
On March 26, 2015, the Company issued 3,466,667 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt. | |
On March 30, 2015, the Company issued 3,033,333 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt. | |
On March 31, 2015, the Company issued 2,780,053 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt and the accrued interest. | |
On April 10, 2015, filed a form 8k with the Securities and Exchange Commission stating that during the course of its audit of the financial statements of Global Equity International, Inc. for the fiscal year ended December 31, 2014, the Company’s independent accountant, De Joya Griffith, advised the Company that action should be taken and disclosure should be made to prevent future reliance on completed interim reviews related to previously issued financial statements (Form 10-Qs for the fiscal quarters ended March 31, June 30 and September 30, 2014), for the following reasons: An analysis of convertible notes for assessing derivative liability, interest expense, prepaid, certain fixed assets and revenue policy was conducted and it was determined that significant adjustments were required to be made at each quarter ended March 31, June 30 and September 30, 2014. The Company intends to file amendments to its Form 10-Qs for the first three quarters of 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||
Global Equity International Inc. is the parent company of its 100% subsidiary Global Equity Partners Plc and Global Equity Partners Plc. is the parent company of its 100% subsidiary GE Professionals JLT DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation. | ||||||||||
Use of Estimates | Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. | ||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non confirming events. Accordingly, the actual results could differ from those estimates. | ||||||||||
Risks and Uncertainties | Risks and Uncertainties | |||||||||
The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai. | ||||||||||
Cash | Cash | |||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and at December 31, 2013 respectively; the Company had no cash equivalents. | ||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. | ||||||||||
Foreign currency policy | Foreign currency policy | |||||||||
The Company’s accounting policies related to the consolidation and accounting for foreign operations in future filings will be as follows: All foreign currency transactions will be translated into United States dollars ($) and/or USD as the reporting currency. Assets and liabilities will be translated at the exchange rate in effect at the balance sheet date. Revenues and expenses will be translated at the average rate of exchange prevailing during the reporting period. Equity transactions will be translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period will be included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions will be included in the statement of operations and comprehensive loss as other income (expense). | ||||||||||
For the years ended December 31, 2014 and 2013 our functional and operational currency was the US Dollar. | ||||||||||
Marketable Securities | Marketable Securities | |||||||||
(A) Classification of Securities | ||||||||||
At the time of the acquisition, a security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. | ||||||||||
All securities held at December 31, 2014 and December 31, 2013, respectively were designated as available for sale. Any un-realized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) will be computed on a specific identification basis and will be reflected in the statement of operations. | ||||||||||
Cost Method Investment | ||||||||||
At March 31, 2013, the Company had investment in securities of two different Companies, having a cost of $163,000 that was treated as a cost method investment. The value of the cost method investment pertains to the receipt of 9.2% of the common stock in a private company in which the best evidence of value was the services rendered and a further 9.86% of the common stock in another private company in which the best evidence of value was the services rendered. | ||||||||||
At June 30, 2013, there were identifiable events or changes in circumstances that had a significant adverse effect on the value of one of the investments: hence the Company impaired $160,000 of the investments. | ||||||||||
Also at June 30, 2013, the Company received 2,000,000 shares from a private company and client having a cost of $2,000 that is treated as a cost method investment. The value of the cost method investment pertains to the receipt of 8.55% of the common stock in a private company in which the best evidence of value was the services rendered. | ||||||||||
At December 31, 2014, there were identifiable events or changes in circumstances that had a significant adverse effect on the value of one of the investments hence the Company impaired $2,000 of the investments. | ||||||||||
Equity investment in companies is accounted for under the cost method as the equity investments do not have readily determinable fair values. As per ASC codification 320 “Certain Investments in Debt and Equity Securities”, non-marketable equity securities that do not have a readily determinable fair value are not required to be accounted for under the equity method and are typically carried at cost. | ||||||||||
(B) Other than Temporary Impairment | ||||||||||
The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company recorded as permanent impairment loss on available for sale marketable securities of $2,000 and $160,000 as of December 31, 2014 and 2013, respectively. | ||||||||||
Fixed Assets | Fixed Assets | |||||||||
Fixed Assets are to be stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets can be capitalized. Repairs and maintenance expenses are to be charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. | ||||||||||
2014 | 2013 | |||||||||
Furniture and equipment | $ | 36,095 | $ | 9,316 | ||||||
Accumulated depreciation | $ | (5,871 | ) | $ | (1,499 | ) | ||||
Net fixed assets | $ | 30,224 | $ | 7,817 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $4,372 and $1,382, respectively. | ||||||||||
Beneficial Conversion Feature | Beneficial Conversion Feature | |||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. | ||||||||||
When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt. | ||||||||||
Debt Issue Costs and Debt Discount | Debt issue costs and debt discount | |||||||||
The Company may pay debt issue costs, and record financing costs and debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | ||||||||||
Original Issue Discount | Original issue discount | |||||||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | ||||||||||
Revenue Recognition | Revenue Recognition | |||||||||
We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. | ||||||||||
For the years ended December 31, 2014 and December 31, 2013 the Company received marketable securities and cash as consideration for services rendered. | ||||||||||
At December 31, 2014 and December 31, 2013, the Company had the following concentrations of accounts receivables with customers: | ||||||||||
Customer | 31-Dec-14 | 31-Dec-13 | ||||||||
ACI | 100 | % | 100 | % | ||||||
For the years ended December 31, 2014 and December 31, 2013, the Company had the following concentrations of revenues with customers: | ||||||||||
Customer | 31-Dec-14 | 31-Dec-13 | ||||||||
ATC | 6 | % | 0 | % | ||||||
AUT | 12 | % | 0 | % | ||||||
UNI | 12 | % | 0 | % | ||||||
ACI | 0 | % | 8 | % | ||||||
SAC | 5 | % | 14 | % | ||||||
ANR | 0 | % | 14 | % | ||||||
YMD | 5 | % | 0 | % | ||||||
IOA | 5 | % | 0 | % | ||||||
STV | 5 | % | 0 | % | ||||||
PCI | 6 | % | 0 | % | ||||||
DSI | 22 | % | 63 | % | ||||||
MHB | 19 | % | 0 | % | ||||||
DUO | 0 | % | 0 | % | ||||||
VTH | 4 | % | 0 | % | ||||||
The company currently holds the following equity securities in private and also reporting companies: | ||||||||||
Company | No. Shares | Status | ||||||||
M1 Lux AG | 2,000,000 | Private Company | ||||||||
Monkey Rock Group Inc. | 1,500,000 | Reporting Company – OTC | ||||||||
Voz Mobile Cloud Limited | 3,200,000 | Private Company | ||||||||
Arrow Cars International Inc. | 3,000,000 | Reporting Company – OTC | ||||||||
Direct Security Integration Inc. | 400,000 | Private Company | ||||||||
10,100,000 | ||||||||||
Deferred Revenue | Deferred Revenue | |||||||||
Deferred revenue represents fees that have been received by the Company for requested services that have not been substantially completed. During the year ended December 31, 2014 the Company received $730,015 from eleven clients for service to be rendered during the year 2014 and 2015. At December 31, 2014, the Company recognized $515,000 of this deferred revenue as revenue; leaving the deferred revenue balance of $462,015 (which includes $247,000 of deferred revenue received during the year ended December 31, 2013.) | ||||||||||
Share-based Payments | Share-based payments | |||||||||
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. | ||||||||||
Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. | ||||||||||
When computing fair value, the Company considered the following variables: | ||||||||||
● | The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. | |||||||||
● | The expected term was developed by management estimate. | |||||||||
● | The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. | |||||||||
● | The expected volatility is based on management estimates regarding private company stock, where future trading of stock in a public market is expected to be highly volatile. | |||||||||
● | The forfeiture rate is based on historical experience. | |||||||||
Income Taxes | Income Taxes | |||||||||
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. | ||||||||||
On November 15, 2010, the date of the reverse recapitalization, the Company became subject to federal and state income taxes. | ||||||||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties related to unrecognized tax benefits in income tax expense. There were no penalties or interest for the years ended December 31, 2014 and 2013. | ||||||||||
The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2014 and 2013 tax years. | ||||||||||
The Company’s subsidiary, GEP, is incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that does not do business in Seychelles, is not subject to income tax there. GEP did not do business in Seychelles for the years ended December 31, 2014 and December 31, 2013, and GEP does not intend to do business in Seychelles in the future. Accordingly, the Company is not subject to income tax in Seychelles for the years ended December 31, 2014 and December 31, 2013. All business activities were performed by GEP in Dubai for the years ended December 31, 2014 and December 31, 2013. Dubai does not have an income tax. | ||||||||||
Earnings Per Share | Earnings per Share | |||||||||
Basic earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | ||||||||||
The Company has no common stock equivalents, which, if exercisable, would be dilutive. A separate computation of diluted earnings (loss) per share is not presented. | ||||||||||
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities | |||||||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. | ||||||||||
The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: | ||||||||||
● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||
● | Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||
● | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||||||||
The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties and loans payable to related parties, approximate fair value based on the short-term nature of these instruments. | ||||||||||
The Company has assets and liabilities measured at fair market value on a recurring basis. Consequently, the Company had gains and losses reported in the statement of comprehensive income (loss). | ||||||||||
The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2014 and December 31, 2013, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||
Level 1 – Cash | $ | (19,026 | ) | $ | (48,856 | ) | ||||
Level 2 – Marketable Securities | - | - | ||||||||
Level 3 – Non-Marketable Securities | 3,000 | 5,000 | ||||||||
Level 3 – Derivative liability | (695,447 | ) | - | |||||||
Total | $ | (711,473 | ) | $ | 53,856 | |||||
The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value: | ||||||||||
Marketable Securities — the Level 2 position consists of the Company’s investment in equity securities of stock held in publically traded companies. The valuation of these securities is based on significant inputs that are observable or can be derived from or corroborated by observable market data. These valuations are typically based on quoted prices in active markets. The Company´s investments in equity securities are in relatively inactive markets. | ||||||||||
Non-Marketable Securities at Fair Value on a Nonrecurring Basis — certain assets are measured at fair value on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position consists of investment in an equity security held in a private company. | ||||||||||
Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent; although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors which may be indicative of an “other-than-temporary impairment”, such as: | ||||||||||
● | the length of time and extent to which market value has been less than cost; | |||||||||
● | the financial condition and near-term prospects of the issuer; and | |||||||||
● | the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. | |||||||||
Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal. The financial condition and near-term prospects of the Company’s investment is expected to realize improved value due to a public reverse merger. | ||||||||||
Changes in Level 3 assets measured at fair value for the years ended December 31, 2014, 2013 and 2012 were as follows: | ||||||||||
Balance, December 31, 2012 | 160,000 | |||||||||
Realized and unrealized gains (losses) | - | |||||||||
Purchases, sales and settlements | 5,000 | |||||||||
Impairment loss | (160,000 | ) | ||||||||
Balance, December 31, 2013 | 5,000 | |||||||||
Realized and unrealized gains (losses) | - | |||||||||
Purchases, sales and settlements | - | |||||||||
Impairment loss | (2,000 | ) | ||||||||
Balance, December 31, 2014 | $ | 3,000 | ||||||||
Derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life. | ||||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the year ended December 31, 2014. | ||||||||||
Balance, December 31, 2013 | $ | - | ||||||||
Additions to derivative instruments | (695,447 | ) | ||||||||
Change in fair value of derivative instruments | - | |||||||||
Balance, December 31, 2014 | $ | (695,447 | ) | |||||||
Loans to Third Parties | Loans to Third Parties | |||||||||
On March 22, 2013 the Company granted a loan to Dreamscapes Properties International Inc. The principal amount lent was $6,000, the agreed interest rate was 5% per annum and finally, the loan would have to be repaid no later than one year from the date that the loan was granted. This loan is currently in default, the Company plans to speak to Dreamscapes Properties International Inc. with a review to discuss a payment plan over the next 6 months. | ||||||||||
In October 2014, the Company granted a loan to another third party. The principal amount lent was $4,825, it was agreed that no interest would be paid and that the loan would have to be repaid no later than one year from the date that the loan was granted. | ||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||
There are no new accounting pronouncements that have any impact on the Company’s financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Summary of Fixed Assets | 2014 | 2013 | ||||||||
Furniture and equipment | $ | 36,095 | $ | 9,316 | ||||||
Accumulated depreciation | $ | (5,871 | ) | $ | (1,499 | ) | ||||
Net fixed assets | $ | 30,224 | $ | 7,817 | ||||||
Schedule of Accounts Receivables with Major Customers | At December 31, 2014 and December 31, 2013, the Company had the following concentrations of accounts receivables with customers: | |||||||||
Customer | 31-Dec-14 | 31-Dec-13 | ||||||||
ACI | 100 | % | 100 | % | ||||||
Schedule of Revenues from Major Customers | For the years ended December 31, 2014 and December 31, 2013, the Company had the following concentrations of revenues with customers: | |||||||||
Customer | 31-Dec-14 | 31-Dec-13 | ||||||||
ATC | 6 | % | 0 | % | ||||||
AUT | 12 | % | 0 | % | ||||||
UNI | 12 | % | 0 | % | ||||||
ACI | 0 | % | 8 | % | ||||||
SAC | 5 | % | 14 | % | ||||||
ANR | 0 | % | 14 | % | ||||||
YMD | 5 | % | 0 | % | ||||||
IOA | 5 | % | 0 | % | ||||||
STV | 5 | % | 0 | % | ||||||
PCI | 6 | % | 0 | % | ||||||
DSI | 22 | % | 63 | % | ||||||
MHB | 19 | % | 0 | % | ||||||
DUO | 0 | % | 0 | % | ||||||
VTH | 4 | % | 0 | % | ||||||
Schedule of Equity Securities in Private Companies | The company currently holds the following equity securities in private and also reporting companies: | |||||||||
Company | No. Shares | Status | ||||||||
M1 Lux AG | 2,000,000 | Private Company | ||||||||
Monkey Rock Group Inc. | 1,500,000 | Reporting Company – OTC | ||||||||
Voz Mobile Cloud Limited | 3,200,000 | Private Company | ||||||||
Arrow Cars International Inc. | 3,000,000 | Reporting Company – OTC | ||||||||
Direct Security Integration Inc. | 400,000 | Private Company | ||||||||
10,100,000 | ||||||||||
Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis | The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2014 and December 31, 2013, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||
31-Dec-14 | 31-Dec-13 | |||||||||
Level 1 – Cash | $ | (19,026 | ) | $ | (48,856 | ) | ||||
Level 2 – Marketable Securities | - | - | ||||||||
Level 3 – Non-Marketable Securities | 3,000 | 5,000 | ||||||||
Level 3 – Derivative liability | (695,447 | ) | - | |||||||
Total | $ | (711,473 | ) | $ | 53,856 | |||||
Schedule of Changes in Level 3 Assets Measured at Fair Value | Changes in Level 3 assets measured at fair value for the years ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||
Balance, December 31, 2012 | 160,000 | |||||||||
Realized and unrealized gains (losses) | - | |||||||||
Purchases, sales and settlements | 5,000 | |||||||||
Impairment loss | (160,000 | ) | ||||||||
Balance, December 31, 2013 | 5,000 | |||||||||
Realized and unrealized gains (losses) | - | |||||||||
Purchases, sales and settlements | - | |||||||||
Impairment loss | (2,000 | ) | ||||||||
Balance, December 31, 2014 | $ | 3,000 | ||||||||
Summary of Changes in Fair Value of Company's Level 3 Financial Liabilities (derivative Liabilities) | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the year ended December 31, 2014. | |||||||||
Balance, December 31, 2013 | $ | - | ||||||||
Additions to derivative instruments | (695,447 | ) | ||||||||
Change in fair value of derivative instruments | - | |||||||||
Balance, December 31, 2014 | $ | (695,447 | ) |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Loans Payable Activity | The following table represents the accounts payable to related parties as of December 31, 2014 and December 31, 2013, respectively: | ||||||||
12/31/14 | 12/31/13 | ||||||||
Salaries | 353,913 | 182,080 | |||||||
Expenses | 7,071 | 9,973 | |||||||
$ | 360,984 | $ | 192,053 | ||||||
Schedule of Accounts Payable to Related Parties | The Company received loans from related parties. The loans are non-interest bearing, unsecured and due on demand. The following table represents the loans payable activity as of December 31, 2014 and as of December 31, 2013, respectively: | ||||||||
Loans payable – related party – December 31, 2013 | $ | 57,194 | |||||||
Proceeds from loans | 1,401 | ||||||||
Repayments | - | ||||||||
Loans payable – related party – December 31, 2014 | $ | 58,595 | |||||||
Schedule of Notes Payable | Loan granted in 2013 | $ | 120,420 | ||||||
Interest accrued in 2013 | 56,196 | ||||||||
Balance at December 31, 2013 | $ | 176,616 | |||||||
Interest accrued in 2014 | 50,000 | ||||||||
Balance at December 31, 2014 | $ | 226,616 | |||||||
Loan granted in 2013 | $ | 319,598 | |||||||
Interest accrued in 2013 | $ | 39,602 | |||||||
Balance at December 31, 2013 | $ | 359,200 | |||||||
Accrued interest and expenses in 2014 | $ | 390,197 | |||||||
Balance at December 31, 2014 | $ | 749,397 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Provision (Benefit) for Income Taxes | The income tax provision differs from the amount of tax determined by applying the federal statutory rate approximately as follows: | ||||||||
2014 | 2013 | ||||||||
Income Tax provision at statutory rate: | $ | (551,137 | ) | $ | (814,647 | ) | |||
Increase (decrease) in income tax due to: | |||||||||
Non-Taxable foreign earnings | 164,252 | 317,325 | |||||||
State taxes | - | - | |||||||
Change in valuation allowance | 386,886 | 497,322 | |||||||
Total | $ | - | $ | - | |||||
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are comprised approximately of the following: | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets (liabilities), current | $ | - | $ | - | |||||
Deferred tax assets (liabilities), non-current | |||||||||
Net operating loss | $ | 386,886 | $ | 497,322 | |||||
Change invaluation allowance | $ | (386,886 | ) | $ | (497,322 | ) | |||
$ | - | $ | - | ||||||
Net deferred tax assets (liabilities) | $ | - | $ | - | |||||
Non-current assets (liabilities) | $ | - | $ | - | |||||
$ | - | $ | - |
Temporary_Equity_and_Stockhold1
Temporary Equity and Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity [Abstract] | |||||||||||
Schedule of Issuance of Cash, Debt Discount and Services | During the year ended December 31, 2014, the Company issued the following shares: | ||||||||||
Date | Type | Shares | Valuation | ||||||||
3/17/14 | Stock issued for payment of debt | 295,567 | $ | 12,000 | |||||||
4/1/14 | Stock issued for payment of debt | 501,149 | $ | 109,819 | |||||||
4/22/14 | Stock issued for services | 165,000 | $ | 8,250 | |||||||
7/22/14 | Stock issued for services | 115,000 | $ | 17,250 | |||||||
7/22/14 | Stock issued for services | 50,000 | $ | 7,500 | |||||||
7/22/14 | Stock issued for services | 12,500 | $ | 1,875 | |||||||
7/22/14 | Stock issued for services | 276,000 | $ | 41,400 | |||||||
8/4/14 | Stock issued for services | 200,000 | $ | 30,000 | |||||||
9/19/14 | Salary Bonus | 500,000 | $ | 80,000 | |||||||
10/2/14 | Stock issued on debt conversion | 86,207 | $ | 16,379 | |||||||
10/17/14 | Stock issued on debt conversion | 162,543 | $ | 23,406 | |||||||
10/27/14 | Stock issued on debt conversion | 162,543 | $ | 19,505 | |||||||
10/29/14 | Stock issued on debt conversion | 162,543 | $ | 18,530 | |||||||
11/6/14 | Stock issued on debt conversion | 18,498 | $ | 2,109 | |||||||
12/1/14 | Stock issued on debt conversion | 517,241 | $ | 39,828 | |||||||
12/1/14 | Stock issued on debt conversion | 902,155 | $ | 315,754 | |||||||
12/2/14 | Stock issued on debt conversion | 500,000 | $ | 42,200 | |||||||
12/16/14 | Stock issued on debt conversion | 600,000 | $ | 18,000 |
Other_Current_Assets_Tables
Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Schedule of Other Current Assets | The following is a summary of the Company’s other current assets: | ||||||||
2014 | 2013 | ||||||||
Cash collateral paid to secure loan | $ | - | -1 | $ | 450,000 | ||||
Retainers paid to legal counsel | 2,201 | 2,201 | |||||||
$ | 2,201 | $ | 452,201 | ||||||
(1) Please refer to Note 4(D) – Notes payable and Note 9 – Subsequent Events. |
Nature_of_Operations_Details_N
Nature of Operations (Details Narrative) (Global Equity Partners Plc [Member]) | Dec. 31, 2014 | Aug. 22, 2014 |
Global Equity Partners Plc [Member] | ||
Percentage of ownership in subsidiary company | 100.00% | 100.00% |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Going Concern | ||||
Net loss | $2,222,129 | $2,344,958 | ||
Due to permanent impairment of investment | 160,000 | 2,000 | ||
Net cash used in operating activities | 209,328 | -929,502 | ||
Working capital deficit | 2,427,493 | |||
Stockholders deficit | $3,841,580 | $2,440,967 | $767,381 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | Nov. 29, 2013 | Mar. 22, 2013 | Aug. 22, 2014 | |
Clients | ||||||||
Cash equivalents | $0 | $0 | ||||||
Unrealized loss on marketable securities | 0 | 0 | ||||||
Fair value of cost method investment | 163,000 | |||||||
Value of cost method investment pertains to receipt of common stock in private company | 8.55% | 9.20% | ||||||
Value of cost method investment pertains to receipt of common stock in another private company | 9.86% | |||||||
Impairment of investments | 160,000 | 2,000 | ||||||
Number of Stock purchased from a private company | 2,000,000 | |||||||
Value of stock purchased from a private company | 2,000 | |||||||
Impairment loss on available for sale marketable securities | 2,000 | 160,000 | ||||||
Depreciation expense | 4,372 | 1,382 | ||||||
Recognized income tax positions percent likely of being realized | 50.00% | |||||||
Unrecognized tax benefits income tax penalties or interest | 0 | 0 | ||||||
Revenue from services | 730,015 | |||||||
Number of clients for service to be rendered | 11 | |||||||
Recognized deferred revenue | 515,000 | |||||||
Deferred revenue | 462,015 | 247,000 | ||||||
Principal amount lent | $10,825 | $6,000 | $4,825 | $6,000 | ||||
Interest rate | 10.00% | 4.50% | 5.00% | |||||
Global Equity Partners Plc [Member] | ||||||||
Percentage of equity ownership interest | 100.00% | 100.00% | ||||||
GE Professionals JLT [Member] | ||||||||
Percentage of equity ownership interest | 100.00% |
Summary_of_Fixed_Assets_Detail
Summary of Fixed Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||
Furniture and equipment | $36,095 | $9,316 |
Accumulated depreciation | -5,871 | -1,499 |
Net fixed assets | $30,224 | $7,817 |
Schedule_of_Accounts_Receivabl
Schedule of Accounts Receivables with Major Customers (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Customer ACI [Member] | ||
Percentage of account receivables from major customers | 0.00% | 8.00% |
Accounts Receivable [Member] | ||
Percentage of account receivables from major customers | 100.00% | 100.00% |
Accounts Receivable [Member] | Customer ACI [Member] | ||
Percentage of account receivables from major customers | 100.00% | 100.00% |
Schedule_of_Revenues_from_Majo
Schedule of Revenues from Major Customers (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Customer ATC [Member] | ||
Percentage of revenue from major customers | 6.00% | 0.00% |
Customer AUT [Member]] | ||
Percentage of revenue from major customers | 12.00% | 0.00% |
Customer UNI [Member] | ||
Percentage of revenue from major customers | 12.00% | 0.00% |
Customer ACI [Member] | ||
Percentage of revenue from major customers | 0.00% | 8.00% |
Customer SAC [Member] | ||
Percentage of revenue from major customers | 5.00% | 14.00% |
Customer ANR [Member] | ||
Percentage of revenue from major customers | 0.00% | 14.00% |
Customer YMD [Member] | ||
Percentage of revenue from major customers | 5.00% | 0.00% |
Customer IOA [Member] | ||
Percentage of revenue from major customers | 5.00% | 0.00% |
Customer STV [Member] | ||
Percentage of revenue from major customers | 5.00% | 0.00% |
Customer PCI [Member] | ||
Percentage of revenue from major customers | 6.00% | 0.00% |
Customer DSI [Member] | ||
Percentage of revenue from major customers | 22.00% | 63.00% |
Customer MHB [Member] | ||
Percentage of revenue from major customers | 19.00% | 0.00% |
Customer DUO [Member] | ||
Percentage of revenue from major customers | 0.00% | 0.00% |
Customer VTH [Member] | ||
Percentage of revenue from major customers | 4.00% | 0.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Equity Securities in Private Companies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
No. Shares | 10,100,000 |
M1 Lux AG [Member] | |
Company | M1 Lux AG |
No. Shares | 2,000,000 |
Status | Private Company |
Monkey Rock Group Inc. [Member] | |
Company | Monkey Rock Group Inc. |
No. Shares | 1,500,000 |
Status | Reporting Company B OTC |
Voz Mobile Cloud Limited [Member] | |
Company | Voz Mobile Cloud Limited |
No. Shares | 3,200,000 |
Status | Private Company |
Arrow Cars International Inc. [Member] | |
Company | Arrow Cars International Inc. |
No. Shares | 3,000,000 |
Status | Reporting Company B OTC |
Direct Security Integration Inc. [Member] | |
Company | Direct Security Integration Inc. |
No. Shares | 400,000 |
Status | Private Company |
Significan_Accounting_Policies
Significan Accounting Policies - Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair value of assets recurring and non-recurring basis | ($711,473) | $53,856 |
Level 1 B Cash [Member] | ||
Fair value of assets recurring and non-recurring basis | -19,026 | -48,856 |
Level 2 B Marketable Securities [Member] | ||
Fair value of assets recurring and non-recurring basis | ||
Level 3 B Non-Marketable Securities [Member] | ||
Fair value of assets recurring and non-recurring basis | 3,000 | 5,000 |
Level 3 B Derivative liability [Member] | ||
Fair value of assets recurring and non-recurring basis | ($695,447) |
Significant_Accounting_Policie
Significant Accounting Policies - Schedule of Changes in Level 3 Assets Measured at Fair Value (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Balance, beginning | $5,000 | $160,000 |
Realized and unrealized gains (losses) | ||
Purchases, sales and settlements | 5,000 | |
Impairment loss | -2,000 | -160,000 |
Balance, ending | $3,000 | $5,000 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of Company's Level 3 Financial Liabilities (derivative Liabilities) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Balance, December 31, 2013 | |
Additions to derivative instruments | -695,447 |
Change in fair value of derivative instruments | |
Balance, December 31, 2014 | ($695,447) |
Debt_Details_Narrative
Debt (Details Narrative) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||||
Nov. 15, 2014 | Dec. 12, 2013 | Dec. 07, 2013 | Oct. 18, 2013 | Oct. 17, 2013 | Jun. 04, 2013 | Jun. 14, 2013 | Apr. 23, 2013 | Nov. 21, 2012 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 29, 2013 | Oct. 09, 2013 | Mar. 22, 2013 | Dec. 07, 2013 | Oct. 17, 2013 | Oct. 09, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | 1-May-14 | Dec. 31, 2014 | Dec. 31, 2014 | 1-May-14 | Dec. 31, 2014 | Jun. 12, 2014 | Dec. 31, 2014 | Jun. 12, 2014 | Jun. 12, 2014 | Sep. 09, 2013 | Dec. 31, 2014 | Oct. 02, 2014 | Dec. 31, 2014 | Nov. 15, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Nov. 15, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 09, 2013 | Nov. 29, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | GBP [Member] | GBP [Member] | GBP [Member] | Related Party Long Term [Member] | Notes Payable One [Member] | Notes Payable Two [Member] | Notes Payable Three [Member] | Lg Capital Llc [Member] | Lg Capital Llc [Member] | Second Note [Member] | Adar Bay LLC [Member] | Adar Bay LLC [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | JMJ Financial [Member] | Asher Enterprises Inc [Member] | Asher Enterprises Inc [Member] | KMB Worldwide Inc [Member] | KMB Worldwide Inc [Member] | Peter J. Smith [Member] | Peter J. Smith [Member] | Peter J. Smith [Member] | Enzo Taddei [Member] | Enzo Taddei [Member] | Enzo Taddei [Member] | Convertible Notes [Member] | Convertible Notes One [Member] | Chief Executive Officer [Member] | Chief Financial Officer [Member] | United Kingdom Resident [Member] | United Kingdom Resident [Member] | ||||
GBP (£) | USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||
USD ($) | USD ($) | ||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable related parties converted into convertible loan | $324,475 | ||||||||||||||||||||||||||||||||||||||||||||||
Due to officers | 209,475 | 115,000 | |||||||||||||||||||||||||||||||||||||||||||||
Period of amount advance | 2 years | ||||||||||||||||||||||||||||||||||||||||||||||
Percentage of debt instrument, accrued interest rate | 10.00% | 4.50% | 5.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||
Common restricted shares value per share | $1.20 | ||||||||||||||||||||||||||||||||||||||||||||||
Extended loan maturity date | 31-Dec-15 | 31-Dec-15 | 31-Dec-15 | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of average closing price prior conversion | 50.00% | 50.00% | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 32,537 | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 299,535 | 23,407 | 33,800 | 83,423 | 13,000 | 20,194 | 53,000 | 11,240 | 21,820 | 21,820 | 5,355 | 6,945 | |||||||||||||||||||||||||||||||||||
Gain loss on conversion | 22,486 | 6,078 | 336,507 | ||||||||||||||||||||||||||||||||||||||||||||
Loan payable, long term | 33,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 268,189 | 16,577 | 34,807 | 0 | 21,259 | 173,138 | 173,138 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Loan payable | 440,018 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest payable | 56,873 | 106,196 | 429,799 | 42,971 | 2,677 | 85,579 | 18,372 | 657 | 36,748 | 36,748 | 0 | 0 | |||||||||||||||||||||||||||||||||||
Accrued interest onwed noteholder value | 37,971 | ||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | 319,598 | 42,500 | 42,500 | 120,420 | 200,000 | 75,000 | |||||||||||||||||||||||||||||||||||||||||
Issuance of share repay lieu of interest | 56,196 | 35,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted shares | 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of restricted common stock additionally | 20,000 | 518,498 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Sale of stock during period | 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of original debt into common stock | 27,364 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from loans - related parties | 1,401 | 10,319 | 450,000 | ||||||||||||||||||||||||||||||||||||||||||||
Secured convertible loans | 50,000 | 325,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | 29-Jan-14 | 12-Jun-16 | 11-Jun-14 | 29-Sep-14 | 25-Nov-14 | ||||||||||||||||||||||||||||||||||||||||||
Recorded debt discount | 40,200 | 14,421 | |||||||||||||||||||||||||||||||||||||||||||||
Capital and interest paid for loan | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash collateral and subsequently paid | 450,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Guarantee loan amount | 3,540,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of convertible promissory note | 100,000 | 100,000 | 13,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible promissory note | 100,000 | 100,000 | 250,000 | 32,500 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of conversion price | 25.00% | 60.00% | 60.00% | 60.00% | |||||||||||||||||||||||||||||||||||||||||||
Debt instruments face amount | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Cancelled and a gain on debt settlement | 138,834 | 18,200 | 46,673 | ||||||||||||||||||||||||||||||||||||||||||||
Market price | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | |||||||||||||||||||||||||||||||||||||||||
Debt instuments conversion price per share | $0.50 | $0.50 | $0.50 | $0.00 | $0.00 | $0.30 | $0.00 | $0.00 | $0.01 | $0.01 | |||||||||||||||||||||||||||||||||||||
Expected volatility rate | 474.25% | 474.25% | 328.59% | 401.89% | 368.91% | 368.91% | |||||||||||||||||||||||||||||||||||||||||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||||||||||
Expected term | 4 months | 4 months | 1 year 5 months 12 days | 6 months | 1 year | 1 year | |||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.04% | 0.04% | 0.25% | 0.12% | 0.25% | 0.25% | |||||||||||||||||||||||||||||||||||||||||
Fair value per share | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | |||||||||||||||||||||||||||||||||||||||||
Number of shares issed for derivative liability | 11,327,736 | 8,403,170 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock shares exercised | 8,403,170 | 14,638,222 | 7,294,445 | 33,695,784 | 18,498,700 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense | 2,518 | 2,518 | 13,972 | 2,855 | 21,037 | 11,500 | 901 | ||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 78,874 | 58,511 | 112,941 | 0 | 51,611 | 254,043 | 139,467 | ||||||||||||||||||||||||||||||||||||||||
Loss on derivative liability | 227,495 | 25,547 | 38,056 | -62,363 | 9,105 | -19,112 | -59,085 | -32,437 | |||||||||||||||||||||||||||||||||||||||
Percentage of further discount | 42.00% | 10.00% | 42.00% | 42.00% | |||||||||||||||||||||||||||||||||||||||||||
Ownership interest discount proportional | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from opted to receive | 55,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares issued during period for repayment of debt amount | 7,500 | 433,402 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock shares issued during period for repayment of debt amount, shares | 600,000 | 1,993,232 | |||||||||||||||||||||||||||||||||||||||||||||
Equity issuance amount price per share | $0.25 | $0.60 | $0.03 | ||||||||||||||||||||||||||||||||||||||||||||
Other fees | 4,400 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible loan | 50,000 | 325,000 | |||||||||||||||||||||||||||||||||||||||||||||
Percentage of optional prepayment amount | 130.00% | 130.00% | 130.00% | ||||||||||||||||||||||||||||||||||||||||||||
Converted unpaid salary to convertable notes payable | 209,475 | 115,000 | |||||||||||||||||||||||||||||||||||||||||||||
Restricted shares price per share | $1.20 | $1.20 | |||||||||||||||||||||||||||||||||||||||||||||
Option exercised amount | 42,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Financing interest expense | 23,407 | 69,388 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $20,125 |
Debt_Schedule_of_Accounts_Paya
Debt - Schedule of Accounts Payable To Related Parties (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Salaries | $353,913 | $182,080 |
Expenses | 7,071 | 9,973 |
Accounts Payable -Related parties | $360,984 | $192,053 |
Debt_Schedule_of_Loans_Payable
Debt - Schedule of Loans Payable Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ||
Loans payable - related party - December 31, 2013 | $57,194 | |
Proceeds from loans | 1,401 | 10,319 |
Repayments | ||
Loans payable - related party - December 31, 2014 | $58,595 | $57,194 |
Debt_Schedule_of_Notes_Payable
Debt - Schedule of Notes Payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Notes Payable One [Member] | ||
Notes payable | $176,616 | $226,616 |
Loan granted | 120,420 | |
Interest accrued | 56,196 | 50,000 |
Notes Payable Two [Member] | ||
Notes payable | 359,200 | 749,397 |
Loan granted | 319,598 | |
Interest accrued | 39,602 | |
Accrued interest and expenses | $390,197 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $386,886 | $497,322 |
Operating loss expiration date | expiring on December 31, 2033 | |
Valuation allowance Amount | 386,886 | 497,322 |
Net loss | $2,222,129 | $2,344,958 |
Income_Taxes_Schedule_of_Provi
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income Tax provision at Statutory rate: | ($551,137) | ($814,647) |
Non-Taxable foreign earnings | 164,252 | 317,325 |
State taxes | ||
Change in valuation allowance | 386,886 | 497,322 |
Total |
Income_Taxes_Schedule_of_Net_D
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets (liabilities), current | ||
Net operating loss | 386,886 | 497,322 |
Change in valuation allowance | -386,886 | -497,322 |
Net deferred tax assets (liabilities) | ||
Non-current assets (liabilities) |
Temporary_Equity_and_Stockhold2
Temporary Equity and Stockholders' Equity (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Nov. 21, 2012 | Dec. 31, 2013 | Dec. 12, 2013 | Dec. 31, 2014 | 1-May-14 | Nov. 13, 2012 | Nov. 30, 2011 | Dec. 19, 2014 | Dec. 24, 2014 | |
positiveinteger | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock, value | $1,020,000 | $1,020,000 | |||||||
Preferred stock, price per share | $0.00 | $0.00 | |||||||
Conversion of Preferred stock into common stock | 5,333,320 | ||||||||
Series A Preferred shares returned by Chief Executive Officer | 3,466,668 | ||||||||
Number of preferred stock retained balance | 1,533,332 | ||||||||
Series A preferred stock transferred from Chief Executive Officer | 533,332 | ||||||||
Shares issued per share | $0.25 | $0.60 | |||||||
Contribution by Officer | 1,333,330 | ||||||||
Stock issued during period for consideration of services | 142,550 | ||||||||
Redeemable Series A - Preferred Stock, Redemption amount | 480,000 | 480,000 | |||||||
Common stock authority to issue | 70,000,000 | 70,000,000 | |||||||
February 16, 2015 [Member] | Minimum [Member] | |||||||||
Common stock authority to issue | 70,000,000 | ||||||||
February 16, 2015 [Member] | Maximum [Member] | |||||||||
Common stock authority to issue | 500,000,000 | ||||||||
Adar Bay LLC [Member] | |||||||||
Aggregate principal amount | 100,000 | ||||||||
Convertible Series A Preferred Stock [Member] | |||||||||
Shares issued per share | $0.12 | ||||||||
Stock issued during period for consideration of services, shares | 450,000 | ||||||||
Stock issued during period for consideration of services | 540,000 | ||||||||
Redeemable Series A - Preferred Stock, Redemption amount | 1,020,000 | ||||||||
Convertible Series A Preferred Stock [Member] | Employee [Member] | |||||||||
Series A preferred stock transferred from Chief Executive Officer | 133,332 | ||||||||
Stock issued during period for consideration of services, shares | 50,000 | ||||||||
Convertible Series A Preferred Stock [Member] | Chief Financial Officer [Member] | |||||||||
Stock issued during period for consideration of services, shares | 200,000 | ||||||||
Convertible Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||
Stock issued during period for consideration of services, shares | 200,000 | ||||||||
Chief Financial Officer [Member] | Convertible Series A Preferred Stock [Member] | |||||||||
Series A preferred stock transferred from Chief Executive Officer | 400,000 | ||||||||
Convertible Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Preferred stock, value | 480,000 | ||||||||
Preferred stock, price per share | $0.10 | ||||||||
Number of voting rights for each preferred stock | 10 | ||||||||
Conversion of Preferred stock into common stock | 10 | ||||||||
Convertible Redeemable Note One [Member] | |||||||||
Aggregate principal amount | 50,000 | ||||||||
Convertible Redeemable Note Two [Member] | |||||||||
Aggregate principal amount | $50,000 |
Temporary_Equity_and_Stockhold3
Temporary Equity and Stockholders' Equity - Schedule of Issuance of Cash, Debt Discount and Services (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stock issued for payment of debt, Shares | 295,567 |
Stock issued for payment of debt, Shares | 501,149 |
Stock issued for services, shares | 165,000 |
Stock issued for services, shares | 115,000 |
Stock issued for services, shares | 50,000 |
Stock issued for services, shares | 12,500 |
Stock issued for services, shares | 276,000 |
Stock issued for services, shares | 200,000 |
Salary Bonus, shares | 500,000 |
Stock issued on debt conversion, shares | 86,207 |
Stock issued on debt conversion, shares | 162,543 |
Stock issued on debt conversion, shares | 162,543 |
Stock issued on debt conversion, shares | 162,543 |
Stock issued on debt conversion, shares | 18,498 |
Stock issued on debt conversion, shares | 517,241 |
Stock issued on debt conversion, shares | 902,155 |
Stock issued on debt conversion, shares | 500,000 |
Stock issued on debt conversion, shares | 600,000 |
Stock issued for payment of debt, Valuation | $12,000 |
Stock issued for payment of debt, Valuation | 109,819 |
Stock issued for services, Valuation | 8,250 |
Stock issued during period, valuation | 17,250 |
Stock issued during period, valuation | 7,500 |
Stock issued during period, valuation | 1,875 |
Stock issued during period, valuation | 41,400 |
Stock issued during period, valuation | 30,000 |
Salary Bonus, valuation | 80,000 |
Stock issued on debt conversion, Valuation | 16,379 |
Stock issued on debt conversion, Valuation | 23,406 |
Stock issued on debt conversion, Valuation | 19,505 |
Stock issued on debt conversion, Valuation | 18,530 |
Stock issued on debt conversion, Valuation | 2,109 |
Stock issued on debt conversion, Valuation | 39,828 |
Stock issued on debt conversion, Valuation | 315,374 |
Stock issued on debt conversion, Valuation | 42,200 |
Stock issued on debt conversion, Valuation | $18,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 07, 2013 | Jun. 04, 2013 | Dec. 31, 2014 | Apr. 24, 2013 | Dec. 31, 2013 | Nov. 29, 2013 | Jun. 14, 2013 | |
Accrued advertising expense | $20,000 | ||||||
Minimal value guarantee by the company | 100,000 | ||||||
Value of share recorded as stock payable | 77,350 | ||||||
Convertible loan | 50,000 | ||||||
Restricted shares | 10,000 | 10,000 | |||||
Debt instrument conversion price | $0.50 | $0.50 | $0.50 | ||||
Percentage of discount on market average price | 25.00% | ||||||
Accrued stock payable | 5,500 | ||||||
Robert Sullivan [Member] | |||||||
Payment of cash for consideration of advertisement service | $30,000 | $10,000 | |||||
Stock issued during the period for advertisement services, shares | 150,000 |
Other_Current_Assets_Schedule_
Other Current Assets - Schedule of Other Current Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Cash collateral paid to secure loan | [1] | $450,000 | |
Retainers paid to legal counsel | 2,201 | 2,201 | |
Other Assets, Current | $9,481 | $452,201 | |
[1] | Please refer to Note 4(D) - Notes payable and Note 9 - Subsequent Events. |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | ||||||||||||||||||||||||
Dec. 07, 2013 | Jun. 04, 2013 | Feb. 23, 2015 | Mar. 23, 2015 | Mar. 13, 2015 | Feb. 26, 2015 | Feb. 10, 2015 | Jan. 21, 2015 | Jan. 05, 2015 | Mar. 17, 2015 | Mar. 25, 2015 | Feb. 12, 2015 | Jan. 12, 2015 | Mar. 30, 2015 | Mar. 31, 2015 | Mar. 12, 2015 | Mar. 16, 2015 | Mar. 26, 2015 | Mar. 18, 2015 | Feb. 25, 2015 | Mar. 24, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-14 | Feb. 16, 2015 | |
Common stock authority to issue | 70,000,000 | 70,000,000 | |||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Restricted stock shares issued | 10,000 | 10,000 | |||||||||||||||||||||||
Adar Bay LLC [Member] | |||||||||||||||||||||||||
Notes principal amount | $100,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||||||||||||||||||
Exchange value of stock | 1,200,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | JMJ Financial [Member] | |||||||||||||||||||||||||
Restricted stock shares issued | 1,807,000 | 1,808,000 | 1,800,000 | 1,809,000 | 1,680,000 | 1,600,000 | |||||||||||||||||||
Conversion price per share | $0.00 | $0.00 | $0.00 | $0.00 | $0.03 | $0.03 | |||||||||||||||||||
Subsequent Event [Member] | LG Capital [Member] | |||||||||||||||||||||||||
Restricted stock shares issued | 1,056,986 | 1,669,013 | 2,974,430 | 1,636,958 | 639,403 | ||||||||||||||||||||
Conversion price per share | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||||||||||||||
Subsequent Event [Member] | Adar Bay LLC [Member] | |||||||||||||||||||||||||
Restricted stock shares issued | 3,100,000 | 2,287,582 | 3,033,333 | 2,780,053 | 2,391,304 | 2,532,051 | 3,466,667 | 2,660,256 | 2,318,841 | ||||||||||||||||
Conversion price per share | $0.00 | $0.00 | $0.00 | $0.02 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||||||||||
Subsequent Event [Member] | KBM Worldwide Inc., [Member] | |||||||||||||||||||||||||
Notes principal amount | $32,500 | ||||||||||||||||||||||||
Debt instrument interrest rate | 30.00% | ||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||||
Common stock authority to issue | 70,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||
Common stock authority to issue | 500,000,000 |