Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 23, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | GLOBAL EQUITY INTERNATIONAL INC | ||
Entity Central Index Key | 1,533,106 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,931,027 | ||
Entity Common Stock, Shares Outstanding | 379,475,775 | ||
Trading Symbol | GEQU | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 66,523 | $ 42,163 |
Accounts receivable | 21,800 | |
Prepaids | 35,788 | 86,398 |
Other current assets | 8,794 | 7,982 |
Total current assets | 132,905 | 136,543 |
Investments, cost | 3,085,322 | 2,650,471 |
Fixed assets, net | 10,215 | 20,081 |
Total assets | 3,228,442 | 2,807,095 |
Current Liabilities | ||
Accounts payable and other accrued liabilities | 172,538 | 188,337 |
Accrued contingencies and penalties | 196,509 | 184,656 |
Accounts payable and accrued liabilities - related parties | 53,748 | 203,609 |
Deferred revenue | 200,000 | 839,130 |
Accrued interest | 304,569 | 304,569 |
Notes payable - net of discount of $70,000 and $11,667, respectively | 840,018 | 563,351 |
Fixed price convertible note payable - net of discount of $2,647 and $0, respectively | 47,353 | |
Total current liabilities | 1,814,735 | 2,283,652 |
Total liabilities | 1,814,735 | 2,283,652 |
Commitments and contingencies (Note 11) | ||
Stockholders' Equity | ||
Preferred stock: 50,000,000 shares authorized; $0.001 par value, 45,000,000 designated as series "B" convertible preferred shares, 45,000,000 and 0 issued and outstanding, respectively. | 45,000 | |
Common stock: 950,000,000 shares authorized; $0.001 par value: 374,475,775 and 776,165,973 shares issued and outstanding, respectively. | 374,476 | 776,166 |
Additional paid in capital | 8,197,449 | 6,934,493 |
Accumulated deficit | (7,203,218) | (7,187,216) |
Total stockholders' equity | 1,413,707 | 523,443 |
Total liabilities and stockholders' equity | $ 3,228,442 | $ 2,807,095 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt discount net | $ 70,000 | $ 11,667 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 45,000,000 | 0 |
Preferred stock, shares outstanding | 45,000,000 | 0 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 374,475,775 | 776,165,973 |
Common stock, shares outstanding | 374,475,775 | 776,165,973 |
Convertible Series B Preferred Stock [Member] | ||
Preferred stock, shares designated | 45,000,000 | 45,000,000 |
Convertible Notes Payable [Member] | ||
Debt discount net | $ 2,647 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue - Clients | $ 1,511,178 | $ 3,165,356 |
Revenue - Related party clients | 148,000 | |
Total revenue | 1,511,178 | 3,313,356 |
General and administrative expenses | 183,835 | 454,859 |
Salaries | 825,923 | 1,071,999 |
Professional services | 301,520 | 332,105 |
Depreciation | 11,478 | 11,251 |
Total operating expenses | 1,322,756 | 1,870,214 |
Income from operations | 188,422 | 1,443,142 |
Other income (expenses): | ||
Interest expense | (337,106) | |
Finance Charges | (124,175) | |
Amortization of debt discount | (119,964) | (355,253) |
Loss on derivative liabilities | (407,482) | |
Loss on conversion of notes into common stock | (733,922) | |
Loss on conversion of accrued salaries and accounts payables into common stock, net | (1,097) | |
Gain on transfer of preferred stock | 1,454 | |
Gain on settlement of debt | 660,578 | |
(Loss) / gain on extinguishment of debt and other liabilities | (83,353) | 116,921 |
Bad debt expense | (13,345) | |
Exchange rate loss | (1,464) | (1,924) |
Total other expenses | (204,424) | (1,195,708) |
Net (loss) / income | $ (16,002) | $ 247,434 |
Net (loss) income per common share - basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 732,119,702 | 373,102,366 |
Comprehensive (loss) / income: | ||
Loss on foreign currency translation | $ (1,045) | |
Net (loss) / income | (16,002) | 247,434 |
Comprehensive (loss) / income | $ (16,002) | $ 246,389 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income / (Loss) [Member] | Total |
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 | ||||||
Common stock issued in settlement of debt and accrued interest | $ 557,957 | 1,222,927 | 1,780,884 | ||||
Common stock issued in settlement of debt and accrued interest, shares | 557,956,997 | ||||||
Common stock issued in settlement of accrued salary and commission | $ 175,297 | 1,071,210 | 1,246,507 | ||||
Common stock issued in settlement of accrued salary and commission, shares | 175,297,274 | ||||||
Common stock issued for services | |||||||
Cancellation of preferred stock | 1,020,000 | 1,020,000 | |||||
Stock payable written back | (82,850) | (82,850) | |||||
Other comprehensive loss | (1,045) | (1,045) | |||||
Common stock issued for services provided | $ 6,641 | 147,452 | 154,093 | ||||
Common stock issued for services provided, shares | 6,640,554 | ||||||
Net income loss | 247,434 | 247,434 | |||||
Balance at Dec. 31, 2015 | $ 776,166 | 6,934,493 | (7,187,216) | 523,443 | |||
Balance, shares at Dec. 31, 2015 | 776,165,973 | ||||||
Common stock issued for services | (20,568) | ||||||
Common stock issued for accrued salaries and accounts payable | $ 25,833 | 505,181 | 531,014 | ||||
Common stock issued for accrued salaries and accounts payable, shares | 25,833,255 | ||||||
Common stock issued as partial conversion of a loan note | $ 6,668 | 106,682 | 113,350 | ||||
Common stock issued as partial conversion of a loan note, shares | 6,667,647 | ||||||
Common stock issued as exchange fee for loan notes | $ 4,000 | 65,898 | 69,898 | ||||
Common stock issued as exchange fee for loan notes, shares | 4,000,000 | ||||||
Common stock issued for cash subscription | $ 10,000 | 125,000 | 135,000 | ||||
Common stock issued for cash subscription, shares | 10,000,000 | ||||||
Common stock issued for services provided | $ 1,809 | 29,251 | 31,060 | ||||
Common stock issued for services provided, shares | 1,808,900 | ||||||
Common stock exchanged with series "B" convertible preferred stock | $ 45,000 | $ (450,000) | 405,000 | ||||
Common stock exchanged with series "B" convertible preferred stock, shares | 45,000,000 | (450,000,000) | |||||
Beneficial conversion feature recorded on a loan note | 25,944 | 25,944 | |||||
Net income loss | (16,002) | (16,002) | |||||
Balance at Dec. 31, 2016 | $ 45,000 | $ 374,476 | $ 8,197,449 | $ (7,203,218) | $ 1,413,707 | ||
Balance, shares at Dec. 31, 2016 | 45,000,000 | 374,475,775 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net (loss) / income | $ (16,002) | $ 247,434 |
Adjustments to reconcile net (loss) / income to net cash used in operating activities | ||
Depreciation | 11,478 | 11,251 |
Securities paid for services | 20,568 | |
Securities received as payment for services and deferred securities recorded as revenues | (730,595) | (2,647,471) |
Stock compensation | 31,060 | 155,827 |
Gain on transfer of preferred stock | (1,454) | |
Loss on conversion of notes into common stock | 733,922 | |
Loss (gain) on embedded conversion option derivative liabilities | 407,482 | |
Gain on settlement of debt | (660,578) | |
Loss (gain) on extinguishment of debt and other liabilities | 83,353 | (116,921) |
Loss on conversion of accrued salaries and accounts payables into common stock | 1,097 | |
Amortization of debt discount | 119,964 | 355,253 |
Bad debts | 13,345 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (21,800) | |
Prepaids | 50,610 | (80,150) |
Other current assets | (812) | 1,499 |
Accounts payable | 69,997 | 445,780 |
Accrued liabilities | 11,853 | |
Accounts payable and accrued liabilities - related parties | 309,155 | 240,704 |
Deferred revenue | (362,500) | 377,115 |
Accrued interest and finance charges | 441,358 | |
Net cash used in operating activities: | (424,028) | (74,150) |
Cash Flows used in investing activities: | ||
Office furniture and equipment, net | (1,612) | (1,108) |
Net cash used in investing activities | (1,612) | (1,108) |
Cash flows from financing activities: | ||
Proceeds from loans - related parties | 5,974 | 48,422 |
Repayment of loans - related parties | (5,974) | (5,500) |
Proceeds from issuance of common stock | 135,000 | |
Proceeds from notes payable | 450,000 | 100,000 |
Repayment of notes payable | (135,000) | (43,482) |
Net cash provided by financing activities | 450,000 | 99,440 |
Net increase in cash | 24,360 | 24,182 |
Effect of Exchange Rates on Cash | (1,045) | |
Cash at Beginning of Year | 42,163 | 19,026 |
Cash at End of Year | 66,523 | 42,163 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 30,981 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Notes payable and interest converted into shares | 113,350 | 637,820 |
Debt discount and issuance costs recorded on notes payable | 180,944 | 35,000 |
Accounts payable and accrued salaries settled in shares | 529,915 | 552,958 |
Cancellation of redeemable series A preferred stock | 1,020,000 | |
Cancellation of common stock in exchange for series B preferred stock | $ (450,000) |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and 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 GEP called GE Professionals DMCC. On June 10, 2016, GEI incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited (“GEPEH”), under the laws of the Republic of Seychelles. On March 14, 2017, GEPEH became the parent company of GE Professionals DMCC (Dubai). Revenue is generated from business consulting services and employment placements. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2 - Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All amounts in the consolidated financial statements are stated in U.S. dollars. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - 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. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $16,002 and net cash used in operations of $424,028 for the year ended December 31, 2016; and a working capital deficit of $1,681,830 and stockholders´ equity of $1,413,707 as of December 31, 2016. It is management’s opinion that some of these factors may raise substantial doubt about the Company’s ability to continue as a going concern. The ability for the Company to continue its operations is primarily dependent on: a) Continually engaging with new clients which over the years have become consistent. b) Consummating and executing current engagements. Whilst the Company´s current engagements are being consummated and executed, the Company may also have to resort to borrowing additional funds with certain related parties, such as management, and also third party funders on a non-discounted basis (if for shares, on a fixed price basis) to sustain the Company’s existence. In addition, in the event that operating cash flows are slowed, the Company would reduce its overheads wherever possible and any monies owed to the management can be forgiven, if necessary. The Company´s deferred revenue, $200,000 at December 31, 2016, is non-refundable hence once certain contractual milestones are achieved or contractual terms pass over time, as applicable, on each individual engagement a proportion of deferred revenue will become revenue for the Company and therefore no cash outlays are required for these liabilities. The two largest debts (The Able Foundation loan & Eden loan) stated on our current liabilities are non-collateralized and non-convertible loans. However, Able Foundation has a judgment against the Company, which is currently under appeal (See Note 11). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4 - Summary of Significant Accounting Policies Principles of Consolidation Global Equity International Inc. is the parent company of its two 100% subsidiaries called Global Equity Partners Plc. and GEP Equity Holdings Limited. GEP Equity Holdings Limited is the parent company of its 100% subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated 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. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations, and equity valuations for non-cash equity grants. 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, 2016 and at December 31, 2015 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. There was no allowance for bad debt at December 31, 2016 and 2015. Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (AED). All foreign currency balances and transactions are translated into United States dollars “$” and/or “USD” as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss)”. Since the AED is pegged to the U.S. dollar, translation gains and losses are always De Minimis, therefore a statement of comprehensive income (loss) is not presented. Gains and losses resulting from foreign currency transactions are included in the statement of operations. Investments (A) Classification of Securities Marketable Securities At the time of the acquisition, a marketable 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. Any unrealized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) are computed on a specific identification basis and are reflected in the statement of operations. Cost Method Investments Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing. (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 statement. 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 did not record any permanent impairment during the years ended December 31, 2016 or 2015. Fixed Assets Fixed assets are 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. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Revenue Recognition We recognize revenue from the services we provide in accordance with ASC Topic 605, Revenue Recognition We receive consideration in the form of cash and/or securities. We recognize cash consideration as revenues as the services are performed either on a pro rata basis or on a milestone basis. Securities received as consideration are often earned at a point in time when the specified event occurs and the securities are issued to us. Therefore, we measure and recognize these securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. At December 31, 2016 and 2015, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2016 PDI 91.74 % DUO 8.26 % 100 % For the years ended December 31, 2016 and 2015, the Company had the following concentrations of revenues with customers: Customer December 31, 2016 December 31, 2015 SAC 0 % 1.81 % MHB 0 % 0.91 % TAM 0 % 1.81 % EER 0 % 0.91 % MGP 0 % 1.81 % ALP 0 % 4.46 % UNI 12.24 % 6.10 % DUO 7.70 % 31.25 % PDI 20.46 % 49.96 % QFS 37.06 % 0.38 % INSCX 2.65 % 0.60 % GPL 3.97 % 0 % EEC 5.52 % 0 % UGA 3.97 % 0 % SCL 3.31 % 0 % TLF 1.32 % 0 % VME 1.17 % 0 % AGL 0.63 % 0 % 100 % 100 % Deferred Revenue Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the years ended December 31, 2016 and 2015: Balance, December 31, 2014 $ 462,015 New payments received in 2015 2,099,520 Revenue recognized during 2015 (1,722,405 ) Balance, December 31, 2015 $ 839,130 New payments received during the period 120,000 Cash deferred revenue recognized as revenue during the period (482,500 ) Securities deferred revenue recognized as revenue during the period (276,630 ) Balance, December 31, 2016 $ 200,000 Share-based payments The Company recognizes all forms of share-based payments to employees, 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 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 as of the measurement date. Amounts received prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. 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 is 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 which are based upon our historical volatility. ● 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 U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S. 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 related to income tax positions for the years ended December 31, 2016 and 2015. At December 31, 2016, we accrued an IRS fine of $10,000 plus $492 of interest on account of a late filing of our 2013 Form 5472 Tax Return. The Company is currently appealing this fine. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2014, 2015 and 2016 tax years. The Company’s two subsidiaries, Global Equity Partners Plc. and GEP Equity Holdings Limited, are 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. None of these two subsidiaries did business in Seychelles for the years ended December 31, 2016 and 2015, and do 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, 2016 and 2015. All business activities were performed by Global Equity Partners Plc. and GEP Equity Holdings Limited in Dubai for the years ended December 31, 2016 and December 31, 2015. Dubai does not have an income tax. Earnings per Share The basic net 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 are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As at December 31, 2016, the Company had common stock equivalents of 2,941,176 common shares in the form of a fixed price convertible note, which, if converted, would be dilutive. See Note 7(E). These common stock equivalents were not included in the computation of diluted net loss per share because the effects would have been anti-dilutive due to the net losses. 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 measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company had gains and losses reported in the statement of operations. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2016 and December 31, 2015, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2016 December 31, 2015 Level 3 – Non-Marketable Securities – Non-recurring $ 3,085,322 $ 2,650,471 The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value: Marketable Securities Non-Marketable Securities at Fair Value on a Nonrecurring Basis 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. Changes in Level 3 assets measured at fair value for the years ended December 31, 2016 and 2015 were as follows: Balance, December 31, 2014 $ 3,000 Realized and unrealized gains (losses) - Purchases, sales and settlements 2,647,471 Impairment loss - Balance, December 31, 2015 2,650,471 Realized and unrealized gains (losses) - Securities received for services during the period 453,965 Sales and settlements during the period (19,114 ) Impairment loss - Balance, December 31, 2016 $ 3,085,322 Reclassification Certain amounts in the December 31, 2015 balance sheet have been reclassified to conform to the current period´s presentation. Accrued liabilities amounting to $184,656 were included in the accounts payable at December 31, 2015. Recent Accounting Pronouncements There are no new accounting pronouncements that have any impact on the Company’s financial statements other than discussed below: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principle-based approach. The core principle of the standard is that revenue should be recognized when the transfer of promised goods or services is made in an amount that the entity expects to be entitled to in exchange for the transfer of goods and services. The update also requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB voted to defer the effective date of this guidance by one year. On March 17, 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations, which clarifies how an entity determines if it is a principal or an agent for each specified good or service promised to the customer, the nature of each specified good or service, and how an entity that is principal obtains control of a good and service provided by another party involved in providing goods or services to a customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, which clarifies the guidance related to whether goods or services are distinct within the context of contract and therefore a performance obligation and the timing and pattern of revenue recognition for IP licenses. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides clarifying guidance in certain narrow areas and added some practical expedients. In December 2016, the FASB issued ASU 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements, which provides clarifying guidance in certain technical areas. The standard and related amendments will be effective for financial statements issued by public companies for interim and annual reporting periods beginning after December 16, 2018. Early adoption of the standard is permitted, but not before the original date of financial statements issued by public companies for interim and annual reporting periods beginning after December 16, 2017. We currently do not plan to early adopt this guidance and are evaluating the potential impact of this guidance on our consolidated financial statements as well as transition methods. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. We have completed an initial evaluation of this standard, which requires cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities. We have determined that there were no cash payments involved in debt extinguishment during the year ended December 31, 2016, hence there will be no potential impact on our financial statements due to this update. We will continue to evaluate the potential impact of this guidance on our consolidated financial statements. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Note 5 – Investments Global Equity Partners Plc. and GEP Equity Holdings Limited hold following common equity securities in private and reporting companies as at December 31, 2016 and December 31, 2015: 12/31/2016 12/31/2015 Company No. of Shares Book value No. of Shares Book value Status M1 Lux AG 2,000,000 $ - 2,000,000 $ - Private Company Monkey Rock Group Inc. 1,500,000 $ - 1,500,000 $ - Reporting Company – OTC Voz Mobile Cloud Limited 3,200,000 $ - 3,200,000 $ - Private Company Arrow Cars International Inc. 3,000,000 $ 3,000 3,000,000 $ 3,000 Private Company Direct Security Integration Inc. 400,000 $ - 400,000 $ - Private Company Duo World Inc. 3,481,133 $ 880,850 3,460,000 $ 865,000 Reporting Company – OTC Primesite Developments Inc. 5,606,521 $ 1,781,521 5,606,521 $ 1,781,521 Private Company Quartal Financial Solutions AG 2,271 $ 419,365 - - Private Company 19,189,925 $ 3,084,736 19,166,521 $ 2,649,521 Global Equity Partners Plc. and GEP Equity Holdings Limited hold following preferred equity securities in private companies as at December 31, 2016 and December 31, 2015: 12/31/2016 12/31/2015 Company No. of Shares Book value No. of Shares Book value Status Duo World Inc. 136,600 $ 136 500,000 $ 500 Reporting Company – OTC Primesite Developments Inc. 450,000 $ 450 450,000 $ 450 Private Company 586,600 $ 586 950,000 $ 950 On April 28, 2015, the Company received 3,460,000 common shares from a private company and client having a fair market value of $865,000 that has been treated as a cost method investment. The value of the cost method investment pertains to the receipt of 9.09% of the common stock in a private company in which the best evidence of value was the last available price at which shares were sold in a private placement. On April 28, 2015, the Company received 500,000 preferred shares from the same private company and client having a fair market value of $500 that is treated as a cost method investment. The value of the cost method investment pertains to the receipt of 10% of the preferred stock in this private company in which the best evidence of value was the services rendered. On September 24, 2015, the Company received 4,500,000 common shares from a private company and client having a fair market value of $675,000 that is treated as a cost method investment. The value of the cost method investment pertains to partial receipt of 5% of the common stock in a private company in which the best evidence of value was based on the net asset value of the private company. On September 24, 2015, the Company also received 450,000 preferred shares from the same private company and client having a fair market value of $450 that is treated as a cost method investment. The value of the cost method investment pertains to the receipt of the preferred stock (10% of 4,500,000 common shares received) in the aforementioned private company in which the best evidence of value was the services rendered. On December 14, 2015, the Company further received 1,106,521 common shares from the same private company and client having a fair market value of $1,106,521 that is treated as a cost method investment. The value of the cost method investment pertains to partial receipt of 5% of the common stock in a private company in which the best evidence of value was based on the debt conversion price of the private company. On February 8, 2016, the Company entered into an agreement with Yenom (Pvt.) Limited where the Company agreed to pay an equity commission, for the introduction of a client to the Company, in the form of transfer of 363,400 preferred shares (valued at $0.005 per share) of Duo World Inc. out of the 500,000 preferred shares which were owned by the Company at the year ended December 31, 2015. As a result of this transfer, the Company’s investment in preferred shares of Duo World Inc. was reduced to 136,600 preferred shares as on March 31, 2016 and a gain of $1,454 was recorded on transfer of this preferred stock. On March 29, 2016, the Company received 1,815 common shares valued at CHF 160 or $163.89 and 456 common shares valued at CHF 261 or $267.34 from a private company and client having a fair market value of $419,365 that is treated as a cost method investment. The value of the cost method investment pertains to receipt of agreed common stock in a private company in which the best evidence of value was based on the Company´s prior equity sales. On April 27, 2016, the Company received 46,133 common shares valued at $0.75 per share from a private company and client having a fair market value of $34,600 that is treated as a cost method investment. The value of the cost method investment pertains to receipt of agreed common stock in a private company in which the best evidence of value was the last available price at which shares were sold in a private placement. On June 1, 2016, the Company paid an equity commission to a consultant, for the introduction of a client to the Company, in the form of transfer of 25,000 common shares (valued at $0.75 per share or $18,750 based on the Company´s prior equity sales) of Duo World Inc. out of the 46,133 common shares which were received and owned by the Company on April 27, 2016. As a result of this transfer, the Company’s overall investment in common shares of Duo World Inc. was reduced to 3,481,133 common shares as of December 31, 2016 and there was no gain / loss recorded on transfer of this common stock. At December 31, 2016, there were no identifiable events or changes in circumstances that had a significant adverse effect on the value of the investments; hence, no impairment is required as of December 31, 2016. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 6 – Fixed Assets Following table reflects net book value of fixed assets as of December 31, 2016 and 2015: 12/31/2016 12/31/2015 Useful Life Furniture and Equipment $ 38,815 $ 37,204 3 to 5 years Accumulated depreciation $ (28,600 ) $ (17,123 ) Net fixed assets $ 10,215 $ 20,081 Depreciation expense for the years ended December 31, 2016 and 2015 was $11,478 and $11,251, respectively. |
Debt & Accounts Payables
Debt & Accounts Payables | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt & Accounts Payables | Note 7 – Debt & Accounts Payables (A) Accounts Payables and other accrued liabilities The following table represents breakdown of accounts payable as of December 31, 2016 and December 31, 2015, respectively: 12/31/2016 12/31/2015 Accrued salaries and benefits $ 89,184 $ 79,386 Accounts payables 83,354 108,951 $ 172,538 $ 188,337 On September 9, 2015, one of the employees of the Company decided to convert his accrued salary and commission balance to the common shares of the Company at $0.01 per share. As a result of this conversion, the Company issued 5,500,000 common shares having a fair value of $0.014 per share or $77,000 to the employee for his accrued salary and bonus of $55,000. As a result, $22,000 was recognized as net loss on conversion into stock. On September 10, 2015, another employee of the Company decided to convert his accrued salary and commission balance to the common shares of the Company at $0.00735 per share. As a result of this conversion, the Company issued 10,749,000 common shares having a fair value of $0.0127 per share or $136,512 to the employee for his accrued salary and bonus of $79,000. As a result, $57,512 was recognized as net loss on conversion into stock. On December 4, 2015, one of the employees of the Company decided to convert his accrued salary and bonus balance to the common shares of the Company at $0.0233 per share. Because of this conversion, the Company issued 892,790 common shares having a fair value of $0.0233 per share or $20,802, based on the quoted trading price, to the employee for his accrued salary and bonus of $20,000 and expenses payable of $802. As a result, no gain/loss was recognized on conversion into stock. On April 25, 2016, two of the Company’s consultants decided to convert their accrued fee balance amounting to $5,250 to the common shares of the Company at $0.015 per share. As a result of this conversion, the Company issued following common stock to its consultants: ● 100,000 common shares to a consultant, having a fair value of $0.0143 per share or $1,430 based on closing quoted price on the date of conversion for his accrued fee balance of $1,500, thereby recognizing a gain on conversion of $70. ● 250,000 common shares to a consultant, having a fair value of $0.0143 per share or $3,575 based on closing quoted price on the date of conversion for his accrued fee balance of $3,750, thereby recognizing a gain on conversion of $175. On September 30, 2016, three of the Company’s employees decided to convert their partial accrued salaries and expenses payable balance amounting to $65,652 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued following common stock to its employees: ● 900,000 common shares to Mr. Colin Copeland, having a fair value of $0.0205 per share or $18,450 based on closing quoted price on the date of conversion for his accrued salary balance of $18,000, thereby recognizing a loss on conversion of $450. ● 1,599,240 common shares to Mr. James Robert Payne, having a fair value of $0.0205 per share or $32,784 based on closing quoted price on the date of conversion for his accrued salary balance of $31,985, thereby recognizing a loss on conversion of $799. ● 783,335 common shares to Ms. Zara Victoria Clark, having a fair value of $0.0205 per share or $16,058 based on closing quoted price on the date of conversion for his accrued salary balance of $15,667, thereby recognizing a loss on conversion of $391. (B) Accrued Contingencies and Penalties Following is a breakdown of accrued liabilities as at December 31, 2016 and 2015, respectively: 12/31/2016 12/31/2015 Provision for potential damages - See Note 7(D) $ 184,656 $ 184,656 Provision for late filing fee of 2013 Tax return (See below) 10,492 - Other 1,361 - $ 196,509 $ 184,656 At December 31, 2016, we accrued an IRS fine of $10,000 plus $492 of interest on account of a late filing of our 2013 IRS Form 5472 Tax Return. The Company is currently appealing this fine. (C) Accounts Payable and Accrued Liabilities – Related Parties The following table represents the accounts payable and accrued expenses to related parties as of December 31, 2016 and December 31, 2015, respectively: 12/31/2016 12/31/2015 Accrued salaries and benefits $ 52,587 $ 152,875 Expenses payable 1,161 50,734 $ 53,748 $ 203,609 On August 27, 2015, all of the officers and directors of the Company decided to convert their accrued salaries balance amounting to $398,156 to the common shares of the Company at $0.0025 per share, which is 50% of the average 20 days closing price prior to the conversion. Following is the breakdown of this conversion: ● The Company issued 69,076,922 common shares at $0.0025 per share having a fair value of $0.0064 per share or $442,092 based on closing quoted price on the date of conversion to Mr. Enzo Taddei for his accrued salary balance of $173,901. As a result, $268,191 was recognized as net loss on conversion into stock. ● The Company issued 42,127,492 common shares at $0.0025 per share having a fair value of $0.0064 per share or $269,616 based on closing quoted price on the date of conversion to Mr. Peter Smith for his accrued salary balance of $106,056. As a result, $163,560 was recognized as net loss on conversion into stock. ● The Company issued 46,951,071 common shares at $0.0025 per share having a fair value of $0.0064 per share or $300,487 based on closing quoted price on the date of conversion to Mr. Patrick Dolan for his accrued salary balance of $118,199. As a result, $182,288 was recognized as net loss on conversion into stock. On May 31, 2016, Mr. Peter Smith, officer and director of the Company, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to Mr. Peter having a fair value of $0.0248 per share or $24,800 based on closing quoted price on the date of conversion, thereby recognizing a gain on conversion of $2,700. On the same day, Mr. Enzo Taddei, officer and director of the Company, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to Mr. Enzo having a fair value of $0.0248 per share or $24,800, thereby recognizing a gain on conversion of $2,700. On June 15, 2016, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $250,000 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued 4,500,000 common shares each to Mr. Peter Smith and Mr. Enzo Taddei, having a fair value of $0.0201 per share or $180,900 based on closing quoted price on the date of conversion for their accrued salary balance of $180,000, thereby recognizing a loss on conversion of $900, and issued 3,500,000 common shares to Mr. Patrick Dolan, having a fair value of $0.0201 per share or $70,350 based on closing quoted price on the date of conversion for his accrued salary balance of $70,000, thereby recognizing a loss on conversion of $350. On September 30, 2016, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $154,014 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued following common stock to its officers and directors: ● 2,720,120 common shares to Mr. Peter Smith, having a fair value of $0.0205 per share or $55,762 for his accrued salary balance of $54,402, thereby recognizing a loss on conversion of $1,360 ● 3,656,697 common shares to Mr. Enzo Taddei, having a fair value of $0.0205 per share or $74,962 for his accrued salary balance of $73,134, thereby recognizing a loss on conversion of $1,828, and ● 1,323,863 common shares to Mr. Patrick Dolan, having a fair value of $0.0205 per share or $27,139 for his accrued salary balance of $26,477, thereby recognizing a loss on conversion of $662. (D) Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2015: Date of Note Principal (net of debt discount) Accrued Interest Accrued Liabilities Total Payable October 9, 2013 $ 120,420 $ 106,196 $ 184,656 $ 411,272 October 17, 2013 319,598 160,402 - 480,000 November 26, 2013 - 37,971 - 37,971 August 27, 2015 123,333 - - 123,333 Balance, December 31, 2015 $ 563,351 $ 304,569 $ 184,656 $ 1,052,576 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest and accrued liabilities as at December 31, 2016: Date of Note Principal (net of debt discount) Accrued Interest Accrued Liabilities Total Payable October 9, 2013 $ 120,420 $ 106,196 $ 184,656 $ 411,272 October 17, 2013 319,598 160,402 - 480,000 November 26, 2013 - 37,971 - 37,971 August 25, 2016 153,333 - - 153,333 October 13, 2016 114,584 - - 114,584 December 06, 2016 132,083 - - 132,083 Balance, December 31, 2016 $ 840,018 $ 304,569 $ 184,656 $ 1,329,243 ● 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, 2016 is $106,196. The Company also accrued $184,656 provision for potential damages due to the ongoing litigation in the Dubai Courts as of December 31, 2016 and 2015, which is included in accrued liabilities in the accompanying consolidated balance sheet. (See Note 7(B) and 11). Principal Accrued Interest Accrued Liabilities Balance, December 31, 2014 $ 120,420 106,196 - Repayments - - - Interest accrued in 2015 - - - Potential damages accrued in 2015 - - 184,656 Balance, December 31, 2015 $ 120,420 106,196 184,656 Repayments - - - Interest accrued in 2016 - - - Balance, December 31, 2016 $ 120,420 106,196 184,656 ● 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 principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company. On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. As a result, the Company has reversed the excess accrued interest and monitoring fee payable amounting to $660,578 recognized as a gain on settlement; leaving the principal loan balance of $319,598 and accrued interest balance $180,402 of as on September 30, 2015. On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance $319,598 of as on December 31, 2015. The remaining installments totaling to $480,000, as per the amended agreement, have not been paid as of December 31, 2016. Loan granted in 2013 $ 319,598 Interest accrued in 2013 39,602 Balance at December 31, 2013 $ 359,200 Interest accrued in 2014 390,197 Balance at December 31, 2014 $ 749,397 Monitoring fee accrual 124,175 Interest accrued in 2015 287,006 Interest repayment (20,000 ) Excess interest and monitoring fee gain (660,578 ) Balance at December 31, 2015 $ 480,000 Interest accrued during the year - Balance at December 31, 2016 $ 480,000 ● On April 29, 2016, the Company secured a six-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs. The interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $5,000 of the debt issuance costs and $30,000 of the debt discount balance was amortized to income statement, making the aggregate note payable balance amounting to $135,000. On October 12, 2016, the Company repaid the full amount of this loan note in cash to the lender. Principal loan amount $ 135,000 Original issue discount (30,000 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 35,000 Cash repayment (135,000 ) Balance at December 31, 2016 $ - ● On August 25, 2016, the Company secured a six-month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $3,333 of the debt issuance costs and $25,000 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $14,167. Principal loan amount $ 167,500 Original issue discount (37,500 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 28,333 Balance at December 31, 2016 $ 153,333 (Net of unamortized discount and issue costs of $14,167) Subsequent to the year ended December 31, 2016, after receipt of $167,500 from Mammoth Corporation (New Lender) on February 23, 2017, St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $167,500 dated August 25, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated February 23, 2017. The terms of this exchanged note were a one-off 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of GEQU stock as on the date of exchange was $0.0179. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of GEQU stock as on February 23, 2017. The Company accounted for the difference arising due to BCF amounting to $9,754 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated August 25, 2016 and $16,750 was recognized as loss on debt extinguishment. (See Note 12) ● On October 13, 2016, the Company secured a six-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $2,084 of the debt issuance costs and $12,500 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $20,416. Principal loan amount $ 135,000 Original issue discount (30,000 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 14,584 Balance at December 31, 2016 $ 114,584 (Net of unamortized discount and issue costs of $20,416) ● On December 06, 2016, the Company secured a six-month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $833 of the debt issuance costs and $6,250 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $35,417. Principal loan amount $ 167,500 Original issue discount (37,500 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 7,083 Balance at December 31, 2016 $ 132,083 (Net of unamortized discount and issue costs of $35,417) (E) Fixed Price Convertible Note Payable ● On August 27, 2015, the Company secured a six-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the three months ended March 31, 2016, $1,667 of the debt issuance costs and $10,000 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0. On March 18, 2016, the Company entered into an exchange agreement with the same lender whereby original purchase agreement dated August 27, 2015 was exchanged with the new agreement to extend the loan repayment term until April 17, 2016. The total exchange price for $135,000 of principal of the Old Note was as follows: ● $135,000 principal of New Note, and ● an issuance of 1,000,000 common shares to the lender as exchange shares. Also, in the new note, there was an addition of a conversion option that the lender has right at any time after the exchange date until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.025. There was no beneficial conversion feature as the conversion price was higher than the current market value of the GEQU stock at that time. Since a conversion option was added to the note in the March 18, 2016 modification, this modification was accounted for as a debt extinguishment on that date and $25,200 was recognized as loss on debt extinguishment. On April 28, 2016, St. George decided not to opt for converting the principal loan to common shares. Instead, on April 28, 2016, the Company renegotiated the loan terms, further extending the repayment to July 1, 2016. The terms of this further extension were a one-off 10% interest payment of $13,500 to be added to the principal of $135,000 and the issuance of 3,000,000 common shares. The Company accounted for this further extension as a debt extinguishment of previous extension dated March 18, 2016 and $58,200 was recognized as loss on debt extinguishment comprising of $13,500 of interest payment and $44,700 for issuance of 3,000,000 common shares of the Company valued at a fair value of $0.0149 on the date of new exchange. (See Note 9 (B)) On July 1, 2016, after receipt of $148,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $148,500 dated April 28, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9-month convertible promissory note amounting to $163,350 dated July 01, 2016. The terms of this exchanged note were a one-off 10% increase in the principal loan of $14,850, making the principal sum from $148,500 to $163,350. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of GEQU stock as on the date of exchange was $0.0197. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of GEQU stock as on July 01, 2016. The Company accounted for the difference arising due to BCF amounting to $25,944 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated April 28, 2016 and $14,850 was further recognized as loss on debt extinguishment. On September 16, 2016, the note holder partially converted $59,500 of the note to the common shares of the Company at an agreed fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,500,000 common shares to Mammoth Corporation. On December 1, 2016, the note holder partially converted $53,850 of the note to the common shares of the Company at an agreed fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,167,647 common shares to Mammoth Corporation. During the year ended December 31, 2016, the company amortized $23,297 of debt discount balance arising due to BCF, leaving un-amortized debt discount balance of $2,647 as of December 31, 2016. The outstanding convertible note balance amounted to $50,000 as of December 31, 2016, and $47,353 net of the discount. Subsequent to the year ended December 31, 2016, the Company issued 5,000,000 common shares to Mammoth Corporation in order to settle remaining payable balance in full amounting to $50,000. The Company verbally agreed to a conversion price of $0.01 per share other than the contractual fixed price of $0.017 per share, in order to fully settle this obligation, thereby $39,324 was recognized as a loss on conversion of this note. (See Note 12) (F) Related Party – Short Term Loans Payable The Company received loans from two of its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the loans payable activity as of December 31, 2016 and 2015: Balance, December 31, 2014 $ 58,595 Proceeds from loans 48,422 Repayments (5,500 ) Converted to common stock (101,517 ) Balance, December 31, 2015 $ - Proceeds from loans 5,974 Repayments (5,974 ) Balance, December 31, 2016 $ - On August 27, 2015, both of the officers and directors of the Company decided to convert their short-term loans payable balance amounting to $101,517 to common shares of the Company at $0.0025 per share, which is 50% of the average 20 days closing price prior to the conversion. Following is the breakdown of this conversion: ● The Company issued 11,776,756 common shares at $0.0025 per share having a fair value of $0.0064 per share or $75,371 to Mr. Enzo Taddei for his loan payable balance of $29,648. As a result, $45,723 was recognized as net loss on conversion into stock. ● The Company issued 28,547,822 common shares at $0.0025 per share having a fair value of $0.0064 per share or $182,706 to Mr. Peter Smith for his loan payable balance of $71,869. As a result, $110,837 was recognized as net loss on conversion into stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 - Income Taxes The income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 35% as follows: 2016 2015 Income Tax (benefit) provision at statutory rate: $ (5,600 ) $ 86,603 Increase (decrease) in income tax due to: Non-Taxable foreign earnings / losses (99,306 ) (402,915 ) Amortization of debt discount 41,987 30,473 Loss on derivative liabilities - 88,315 Loss on conversion of notes 384 328,464 Stock based compensation 19,821 54,539 Change in valuation allowance 42,714 (185,478 ) Total $ - $ - 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. Net deferred tax assets and liabilities are comprised of the following: 2016 2015 Deferred tax assets (liabilities), current $ - $ - Deferred tax assets (liabilities), non-current Net operating loss carry-forward $ 108,904 $ 66,190 Valuation allowance $ (108,904 ) $ (66,190 ) $ - $ - Net deferred tax assets (liabilities) $ - $ - Non-current assets (liabilities) $ - $ - $ - $ - The US parent entity´s expenses are funded by the foreign subsidiaries through a management fee, which is, included in the US parent´s unconsolidated US annual income tax return as taxable revenues. The Company has not recorded deferred income taxes applicable to undistributed earnings of the foreign subsidiaries because there are cumulative losses in those subsidiaries through December 31, 2016. In the future, the Company does not intend to record deferred income taxes applicable to undistributed future earnings of the foreign subsidiaries because it is the present intention of management to reinvest the undistributed earnings indefinitely in those foreign subsidiaries. In assessing the realizability of deferred tax assets, management considers that 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, 2016 and 2015, 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 $(108,904) and $(66,190) has been provided in the accompanying financial statements as of December 31, 2016 and 2015, respectively. At December 31, 2016, the Company had approximately $311,000 of net operating loss carry-forwards that will expire through 2036. The Company is not subject to any foreign income taxes for the years ended December 31, 2016 and 2015. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2014, 2015 and 2016 tax years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 - Stockholders’ Equity (A) Preferred Stock On November 30, 2011, the Company designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred shares. 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 On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the company that held these Preferred Shares, returned all 1,983,332 Shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the company at zero cost with no gain or loss recognized. On July 15, 2015 the designation of the 5,000,000 Series “A” preferred shares was withdrawn. On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “B” Preferred is convertible at any time, and from time to time, into ten (10) shares of common stock 1 day after the first anniversary of issuance; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “B” Preferred share will be entitled to receive an equivalent dividend as if the Series “B” Preferred share had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On November 11, 2016, Enzo Taddei, Patrick V. Dolan and Peter J. Smith, all Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Messrs. Taddei, Dolan and Smith to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively. There was no loss or gain related to this transaction as the value of the common shares exchanged equated to the value of the Series “B” Preferred shares received. (B) Common Stock During the year ended December 31, 2015, the Company issued 739,894,825 common shares valued at their fair value of $3,181,479 in exchange for conversion of promissory notes, accrued interest, accrued salaries, and commission of $1,344,629 and related derivative liabilities of $1,102,928, thereby recognizing a net loss on conversion of $733,922. 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. Effective August 3, 2015, the Company again amended its Articles of Incorporation (Article 3) to increase the number of shares of common stock available to issue from 500,000,000 to 1,000,000,000. During the year ended December 31, 2016, the Company issued 48,309,802 common shares and cancelled 450,000,000 common shares as follows: ● 350,000 common shares were issued at a fair value of $5,005 in exchange for conversion of fee payable to the Company’s consultants amounting to $5,250, thereby recognizing a gain on conversion of $245. (See Note 7 (A)). ● 25,483,255 common shares were issued at a fair value of $526,007 in exchange for conversion of accrued salaries of $524,665, thereby recognizing a net loss on conversion of $1,342. (See Note 7 (A&C)). ● 4,000,000 common shares were issued to St. George Investments LLC at a fair value of $69,900 in lieu of exchange fee for a loan note. (See Note 7(E)). ● 6,667,647 common shares were issued to Mammoth Corporation at a fixed conversion price of $0.017 per share as a result of a partial conversion of a loan note amounting to $113,350. (See Note 7(E)). ● 10,000,000 restricted common shares under SEC Rule 144 to a non-affiliated investor at $0.0135 per share or $135,000. ● 1,808,900 common shares were issued to a couple of vendors against services received by the Company as per the agreements signed with them. ● On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions On July 1, 2015, the Company entered into a consultancy agreement valued at $148,000 with a Nevada Corporation that is majority owned by the two officers of the Company. During the year ended December 31, 2015, the Company received $148,000 in cash as per the agreement and has provided the relevant consultancy services in due course of the business, thereby recognizing it as revenue from related party in the statement of operations. On November 11, 2016, certain Officers and Directors of the Company exchange 450,000,000 shares of Common Shares held by them for 45,000,000 Series “B” Preferred Stock. (See Note 9(A)). During 2016, the Company issued certain Officers and Directors 22,200,680 shares of Common Stock for $459,013 of accrued salaries. (See Note 9(B) and 7(C)). At December 31, 2016 and 2015 there were accounts payable and accrued liabilities due to related parties. (See Note 7(C)). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and contingencies Contingencies ● On October 9, 2013, the Company secured a two-month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repaid 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 restricted shares of common stock in consideration for a for a five-month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation loan. The plaintiff, the Able Foundation, is requesting a settlement of $411,272, which is the $226,616 currently owed, and an additional $184,656 accrued in 2015 as a provision for potential damages (see Note 7(D)). On, June 1, 2015, the Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently, there is a judgment against the Company (the defendant) for the recovery of $411,272. The Company’s Dubai lawyers, Al Safar & Partners, have subsequently appealed this judgment based on the fact that they believe from a legal stand point that: 1) the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “Audi Alteram Partem”. 2) there is no legal existence of Global Equity Partners Plc. in Dubai as it is a Republic of Seychelles corporation; hence the Courts of Dubai have no jurisdiction in the matter. According to the Dubai lawyers, the judgment issued against the Company (the defendant) by the Dubai First Instance Court bears no legality and void therefore the Plaintiff´s claim should be rejected in its entirety. These legal proceedings and appeal the judgment are currently ongoing. The Company intends to vigorously defend the litigation. At December 31, 2016, the Company cannot predict the outcome of the litigation ● From time to time, we may be involved in litigation or disputes relating to claims arising out of our operations in the normal course of business. As of December 31, 2016, we are in dispute with a former client regarding certain payments that we made on behalf of this former client. We are maintaining an open dialogue with this former client in an effort to resolve the matter. Commitments ● On October 7, 2015, the Company renewed its rent agreement for its head office at Dubai for a further period of two years amounting to a rental of $31,850 per annum for the first year (from November 2015 until October 2016) and $35,035 for the second year (from November 2016 until October 2017). This agreement is further renewable for a period of one year at 5% higher than the current rent. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent events ● On February 2, 2017, the Company issued 5,000,000 common shares to Mammoth Corporation in order to settle remaining payable balance in full amounting to $50,000. The Company verbally agreed to a conversion price of $0.01 per share other than the contractual fixed price of $0.017 per share, in order to fully settle this obligation, thereby $39,324 was recognized as a loss on conversion of this note. (See Note 7(E)). ● On February 6, 2017, the Company secured from a private individual a nine-month fixed price convertible loan amounting to $60,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.012 per share. Fair value of GEQU stock as on the date of exchange was $0.0198. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of GEQU stock as on February 6, 2017. The Company accounted for the difference arising due to BCF amounting to $39,000 as a debt discount with a corresponding effect to additional paid in capital. ● On February 21, 2017, the Company was engaged by a natural resources client with upstream oil and gas, mining and commodities trading divisions in the Americas, Africa and Asia, called Blackstone Natural Resources BV, to assist with introducing them to capital in the Middle East and a possible listing of their stock on a stock exchange. ● On February 23, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $167,500 dated August 25, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated February 23, 2017. The terms of this exchanged note were a one-off 10% increase in the principal loan of $16,750, making the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of GEQU stock as on the date of exchange was $0.0179. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of GEQU stock as on February 23, 2017. The Company accounted for the difference arising due to BCF amounting to $9,754 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated August 25, 2016 and $16,750 was recognized as loss on debt extinguishment. (See Note 7(D)). ● On March 14, 2017, the Company, as part of a group restructuring exercise, transferred the ownership of GE Professional DMCC from its subsidiary Global Equity Partners Plc. to its other subsidiary GEP Equity Holdings Limited. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Global Equity International Inc. is the parent company of its two 100% subsidiaries called Global Equity Partners Plc. and GEP Equity Holdings Limited. GEP Equity Holdings Limited is the parent company of its 100% subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated 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. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations, and equity valuations for non-cash equity grants. |
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, 2016 and at December 31, 2015 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. There was no allowance for bad debt at December 31, 2016 and 2015. |
Foreign Currency Policy | Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (AED). All foreign currency balances and transactions are translated into United States dollars “$” and/or “USD” as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss)”. Since the AED is pegged to the U.S. dollar, translation gains and losses are always De Minimis, therefore a statement of comprehensive income (loss) is not presented. Gains and losses resulting from foreign currency transactions are included in the statement of operations. |
Investments | Investments (A) Classification of Securities Marketable Securities At the time of the acquisition, a marketable 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. Any unrealized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) are computed on a specific identification basis and are reflected in the statement of operations. Cost Method Investments Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing. (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 statement. 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 did not record any permanent impairment during the years ended December 31, 2016 or 2015. |
Fixed Assets | Fixed Assets Fixed assets are 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. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Original Issue Discount | Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Revenue Recognition | Revenue Recognition We recognize revenue from the services we provide in accordance with ASC Topic 605, Revenue Recognition We receive consideration in the form of cash and/or securities. We recognize cash consideration as revenues as the services are performed either on a pro rata basis or on a milestone basis. Securities received as consideration are often earned at a point in time when the specified event occurs and the securities are issued to us. Therefore, we measure and recognize these securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. At December 31, 2016 and 2015, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2016 PDI 91.74 % DUO 8.26 % 100 % For the years ended December 31, 2016 and 2015, the Company had the following concentrations of revenues with customers: Customer December 31, 2016 December 31, 2015 SAC 0 % 1.81 % MHB 0 % 0.91 % TAM 0 % 1.81 % EER 0 % 0.91 % MGP 0 % 1.81 % ALP 0 % 4.46 % UNI 12.24 % 6.10 % DUO 7.70 % 31.25 % PDI 20.46 % 49.96 % QFS 37.06 % 0.38 % INSCX 2.65 % 0.60 % GPL 3.97 % 0 % EEC 5.52 % 0 % UGA 3.97 % 0 % SCL 3.31 % 0 % TLF 1.32 % 0 % VME 1.17 % 0 % AGL 0.63 % 0 % 100 % 100 % |
Deferred Revenue | Deferred Revenue Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the years ended December 31, 2016 and 2015: Balance, December 31, 2014 $ 462,015 New payments received in 2015 2,099,520 Revenue recognized during 2015 (1,722,405 ) Balance, December 31, 2015 $ 839,130 New payments received during the period 120,000 Cash deferred revenue recognized as revenue during the period (482,500 ) Securities deferred revenue recognized as revenue during the period (276,630 ) Balance, December 31, 2016 $ 200,000 |
Share-based Payments | Share-based payments The Company recognizes all forms of share-based payments to employees, 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 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 as of the measurement date. Amounts received prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. 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 is 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 which are based upon our historical volatility. ● 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 U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S. 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 related to income tax positions for the years ended December 31, 2016 and 2015. At December 31, 2016, we accrued an IRS fine of $10,000 plus $492 of interest on account of a late filing of our 2013 Form 5472 Tax Return. The Company is currently appealing this fine. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2014, 2015 and 2016 tax years. The Company’s two subsidiaries, Global Equity Partners Plc. and GEP Equity Holdings Limited, are 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. None of these two subsidiaries did business in Seychelles for the years ended December 31, 2016 and 2015, and do 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, 2016 and 2015. All business activities were performed by Global Equity Partners Plc. and GEP Equity Holdings Limited in Dubai for the years ended December 31, 2016 and December 31, 2015. Dubai does not have an income tax. |
Earnings Per Share | Earnings per Share The basic net 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 are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As at December 31, 2016, the Company had common stock equivalents of 2,941,176 common shares in the form of a fixed price convertible note, which, if converted, would be dilutive. See Note 7(E). These common stock equivalents were not included in the computation of diluted net loss per share because the effects would have been anti-dilutive due to the net losses. |
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 measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company had gains and losses reported in the statement of operations. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2016 and December 31, 2015, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2016 December 31, 2015 Level 3 – Non-Marketable Securities – Non-recurring $ 3,085,322 $ 2,650,471 The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value: Marketable Securities Non-Marketable Securities at Fair Value on a Nonrecurring Basis 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. Changes in Level 3 assets measured at fair value for the years ended December 31, 2016 and 2015 were as follows: Balance, December 31, 2014 $ 3,000 Realized and unrealized gains (losses) - Purchases, sales and settlements 2,647,471 Impairment loss - Balance, December 31, 2015 2,650,471 Realized and unrealized gains (losses) - Securities received for services during the period 453,965 Sales and settlements during the period (19,114 ) Impairment loss - Balance, December 31, 2016 $ 3,085,322 |
Reclassification | Reclassification Certain amounts in the December 31, 2015 balance sheet have been reclassified to conform to the current period´s presentation. Accrued liabilities amounting to $184,656 were included in the accounts payable at December 31, 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no new accounting pronouncements that have any impact on the Company’s financial statements other than discussed below: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principle-based approach. The core principle of the standard is that revenue should be recognized when the transfer of promised goods or services is made in an amount that the entity expects to be entitled to in exchange for the transfer of goods and services. The update also requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB voted to defer the effective date of this guidance by one year. On March 17, 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations, which clarifies how an entity determines if it is a principal or an agent for each specified good or service promised to the customer, the nature of each specified good or service, and how an entity that is principal obtains control of a good and service provided by another party involved in providing goods or services to a customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, which clarifies the guidance related to whether goods or services are distinct within the context of contract and therefore a performance obligation and the timing and pattern of revenue recognition for IP licenses. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides clarifying guidance in certain narrow areas and added some practical expedients. In December 2016, the FASB issued ASU 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements, which provides clarifying guidance in certain technical areas. The standard and related amendments will be effective for financial statements issued by public companies for interim and annual reporting periods beginning after December 16, 2018. Early adoption of the standard is permitted, but not before the original date of financial statements issued by public companies for interim and annual reporting periods beginning after December 16, 2017. We currently do not plan to early adopt this guidance and are evaluating the potential impact of this guidance on our consolidated financial statements as well as transition methods. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. We have completed an initial evaluation of this standard, which requires cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities. We have determined that there were no cash payments involved in debt extinguishment during the year ended December 31, 2016, hence there will be no potential impact on our financial statements due to this update. We will continue to evaluate the potential impact of this guidance on our consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivables with Major Customers | At December 31, 2016 and 2015, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2016 PDI 91.74 % DUO 8.26 % 100 % |
Schedule of Revenues from Major Customers | For the years ended December 31, 2016 and 2015, the Company had the following concentrations of revenues with customers: Customer December 31, 2016 December 31, 2015 SAC 0 % 1.81 % MHB 0 % 0.91 % TAM 0 % 1.81 % EER 0 % 0.91 % MGP 0 % 1.81 % ALP 0 % 4.46 % UNI 12.24 % 6.10 % DUO 7.70 % 31.25 % PDI 20.46 % 49.96 % QFS 37.06 % 0.38 % INSCX 2.65 % 0.60 % GPL 3.97 % 0 % EEC 5.52 % 0 % UGA 3.97 % 0 % SCL 3.31 % 0 % TLF 1.32 % 0 % VME 1.17 % 0 % AGL 0.63 % 0 % 100 % 100 % |
Schedule of Deferred Revenue | Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the years ended December 31, 2016 and 2015: Balance, December 31, 2014 $ 462,015 New payments received in 2015 2,099,520 Revenue recognized during 2015 (1,722,405 ) Balance, December 31, 2015 $ 839,130 New payments received during the period 120,000 Cash deferred revenue recognized as revenue during the period (482,500 ) Securities deferred revenue recognized as revenue during the period (276,630 ) Balance, December 31, 2016 $ 200,000 |
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, 2016 and December 31, 2015, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2016 December 31, 2015 Level 3 – Non-Marketable Securities – Non-recurring $ 3,085,322 $ 2,650,471 |
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, 2016 and 2015 were as follows: Balance, December 31, 2014 $ 3,000 Realized and unrealized gains (losses) - Purchases, sales and settlements 2,647,471 Impairment loss - Balance, December 31, 2015 2,650,471 Realized and unrealized gains (losses) - Securities received for services during the period 453,965 Sales and settlements during the period (19,114 ) Impairment loss - Balance, December 31, 2016 $ 3,085,322 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Equity Securities in Private Companies | Global Equity Partners Plc. and GEP Equity Holdings Limited hold following common equity securities in private and reporting companies as at December 31, 2016 and December 31, 2015: 12/31/2016 12/31/2015 Company No. of Shares Book value No. of Shares Book value Status M1 Lux AG 2,000,000 $ - 2,000,000 $ - Private Company Monkey Rock Group Inc. 1,500,000 $ - 1,500,000 $ - Reporting Company – OTC Voz Mobile Cloud Limited 3,200,000 $ - 3,200,000 $ - Private Company Arrow Cars International Inc. 3,000,000 $ 3,000 3,000,000 $ 3,000 Private Company Direct Security Integration Inc. 400,000 $ - 400,000 $ - Private Company Duo World Inc. 3,481,133 $ 880,850 3,460,000 $ 865,000 Reporting Company – OTC Primesite Developments Inc. 5,606,521 $ 1,781,521 5,606,521 $ 1,781,521 Private Company Quartal Financial Solutions AG 2,271 $ 419,365 - - Private Company 19,189,925 $ 3,084,736 19,166,521 $ 2,649,521 Global Equity Partners Plc. and GEP Equity Holdings Limited hold following preferred equity securities in private companies as at December 31, 2016 and December 31, 2015: 12/31/2016 12/31/2015 Company No. of Shares Book value No. of Shares Book value Status Duo World Inc. 136,600 $ 136 500,000 $ 500 Reporting Company – OTC Primesite Developments Inc. 450,000 $ 450 450,000 $ 450 Private Company 586,600 $ 586 950,000 $ 950 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Following table reflects net book value of fixed assets as of December 31, 2016 and 2015: 12/31/2016 12/31/2015 Useful Life Furniture and Equipment $ 38,815 $ 37,204 3 to 5 years Accumulated depreciation $ (28,600 ) $ (17,123 ) Net fixed assets $ 10,215 $ 20,081 |
Debt & Accounts Payables (Table
Debt & Accounts Payables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Accounts Payable and Other Accrued Liabilities | The following table represents breakdown of accounts payable as of December 31, 2016 and December 31, 2015, respectively: 12/31/2016 12/31/2015 Accrued salaries and benefits $ 89,184 $ 79,386 Accounts payables 83,354 108,951 $ 172,538 $ 188,337 |
Schedule of Breakdown of Accrued Liabilities | Following is a breakdown of accrued liabilities as at December 31, 2016 and 2015, respectively: 12/31/2016 12/31/2015 Provision for potential damages - See Note 7(D) $ 184,656 $ 184,656 Provision for late filing fee of 2013 Tax return (See below) 10,492 - Other 1,361 - $ 196,509 $ 184,656 |
Schedule of Accounts Payable and Accrued Liabilities to Related Parties | The following table represents the accounts payable and accrued expenses to related parties as of December 31, 2016 and December 31, 2015, respectively: 12/31/2016 12/31/2015 Accrued salaries and benefits $ 52,587 $ 152,875 Expenses payable 1,161 50,734 $ 53,748 $ 203,609 |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2015: Date of Note Principal (net of debt discount) Accrued Interest Accrued Liabilities Total Payable October 9, 2013 $ 120,420 $ 106,196 $ 184,656 $ 411,272 October 17, 2013 319,598 160,402 - 480,000 November 26, 2013 - 37,971 - 37,971 August 27, 2015 123,333 - - 123,333 Balance, December 31, 2015 $ 563,351 $ 304,569 $ 184,656 $ 1,052,576 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest and accrued liabilities as at December 31, 2016: Date of Note Principal (net of debt discount) Accrued Interest Accrued Liabilities Total Payable October 9, 2013 $ 120,420 $ 106,196 $ 184,656 $ 411,272 October 17, 2013 319,598 160,402 - 480,000 November 26, 2013 - 37,971 - 37,971 August 25, 2016 153,333 - - 153,333 October 13, 2016 114,584 - - 114,584 December 06, 2016 132,083 - - 132,083 Balance, December 31, 2016 $ 840,018 $ 304,569 $ 184,656 $ 1,329,243 |
Schedule of Provision for Potential Damages Included in Accrued Liabilities | Principal Accrued Interest Accrued Liabilities Balance, December 31, 2014 $ 120,420 106,196 - Repayments - - - Interest accrued in 2015 - - - Potential damages accrued in 2015 - - 184,656 Balance, December 31, 2015 $ 120,420 106,196 184,656 Repayments - - - Interest accrued in 2016 - - - Balance, December 31, 2016 $ 120,420 106,196 184,656 |
Schedule of Loan Payable Related Party | The following table represents the loans payable activity as of December 31, 2016 and 2015: Balance, December 31, 2014 $ 58,595 Proceeds from loans 48,422 Repayments (5,500 ) Converted to common stock (101,517 ) Balance, December 31, 2015 $ - Proceeds from loans 5,974 Repayments (5,974 ) Balance, December 31, 2016 $ - |
Notes Payable [Member] | |
Schedule of Notes Payable | Loan granted in 2013 $ 319,598 Interest accrued in 2013 39,602 Balance at December 31, 2013 $ 359,200 Interest accrued in 2014 390,197 Balance at December 31, 2014 $ 749,397 Monitoring fee accrual 124,175 Interest accrued in 2015 287,006 Interest repayment (20,000 ) Excess interest and monitoring fee gain (660,578 ) Balance at December 31, 2015 $ 480,000 Interest accrued during the year - Balance at December 31, 2016 $ 480,000 |
Non-convertible Loan One [Member] | |
Schedule of Non-Convertible Loan | Principal loan amount $ 135,000 Original issue discount (30,000 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 35,000 Cash repayment (135,000 ) Balance at December 31, 2016 $ - |
Non-convertible Loan Two [Member] | |
Schedule of Non-Convertible Loan | Principal loan amount $ 167,500 Original issue discount (37,500 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 28,333 Balance at December 31, 2016 $ 153,333 (Net of unamortized discount and issue costs of $14,167) |
Non-convertible Loan Three [Member] | |
Schedule of Non-Convertible Loan | Principal loan amount $ 135,000 Original issue discount (30,000 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 14,584 Balance at December 31, 2016 $ 114,584 (Net of unamortized discount and issue costs of $20,416) |
Non-convertible Loan Four [Member] | |
Schedule of Non-Convertible Loan | Principal loan amount $ 167,500 Original issue discount (37,500 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the year 7,083 Balance at December 31, 2016 $ 132,083 (Net of unamortized discount and issue costs of $35,417) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 US federal statutory rate of 35% as follows: 2016 2015 Income Tax (benefit) provision at statutory rate: $ (5,600 ) $ 86,603 Increase (decrease) in income tax due to: Non-Taxable foreign earnings / losses (99,306 ) (402,915 ) Amortization of debt discount 41,987 30,473 Loss on derivative liabilities - 88,315 Loss on conversion of notes 384 328,464 Stock based compensation 19,821 54,539 Change in valuation allowance 42,714 (185,478 ) Total $ - $ - |
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are comprised of the following: 2016 2015 Deferred tax assets (liabilities), current $ - $ - Deferred tax assets (liabilities), non-current Net operating loss carry-forward $ 108,904 $ 66,190 Valuation allowance $ (108,904 ) $ (66,190 ) $ - $ - Net deferred tax assets (liabilities) $ - $ - Non-current assets (liabilities) $ - $ - $ - $ - |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net income (loss) | $ 16,002 | $ (247,434) | |
Net cash used in operating activities | 424,028 | 74,150 | |
Working capital deficit | 1,681,830 | ||
Stockholders' deficit | 1,413,707 | 523,443 | $ (3,841,580) |
Deferred revenue | $ 200,000 | $ 839,130 | $ 462,015 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful debts | |||
Cash equivalents | |||
Accrued interest | 106,196 | 106,196 | $ 106,196 |
Accrued liabilities | 184,656 | ||
Impairment of investment | |||
Internal Revenue Service (IRS) [Member] | |||
Internal revenue service fine | 10,000 | ||
Accrued interest | $ 492 | ||
Number of common stock equivalents shares | 2,941,176 | ||
Global Equity Partners Plc [Member] | |||
Percentage of equity ownership interest | 100.00% | ||
GE Professionals DMCC [Member] | |||
Percentage of equity ownership interest | 100.00% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Accounts Receivables with Major Customers (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Percentage of account receivables from major customers | 100.00% | 100.00% |
Customer PDI [Member] | ||
Percentage of account receivables from major customers | 20.46% | 49.96% |
Customer DUO [Member] | ||
Percentage of account receivables from major customers | 7.70% | 31.25% |
Accounts Receivable [Member] | ||
Percentage of account receivables from major customers | 100.00% | |
Accounts Receivable [Member] | Customer PDI [Member] | ||
Percentage of account receivables from major customers | 91.74% | |
Accounts Receivable [Member] | Customer DUO [Member] | ||
Percentage of account receivables from major customers | 8.26% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Revenues from Major Customers (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Percentage of revenue from major customers | 100.00% | 100.00% |
Customer SAC [Member] | ||
Percentage of revenue from major customers | 0.00% | 1.81% |
Customer MHB [Member] | ||
Percentage of revenue from major customers | 0.00% | 0.91% |
Customer TAM [Member] | ||
Percentage of revenue from major customers | 0.00% | 1.81% |
Customer EER [Member] | ||
Percentage of revenue from major customers | 0.00% | 0.91% |
Customer MGP [Member] | ||
Percentage of revenue from major customers | 0.00% | 1.81% |
Customer ALP [Member] | ||
Percentage of revenue from major customers | 0.00% | 4.46% |
Customer UNI [Member] | ||
Percentage of revenue from major customers | 12.24% | 6.10% |
Customer DUO [Member] | ||
Percentage of revenue from major customers | 7.70% | 31.25% |
Customer PDI [Member] | ||
Percentage of revenue from major customers | 20.46% | 49.96% |
Customer QFS [Member] | ||
Percentage of revenue from major customers | 37.06% | 0.38% |
Customer INSCX [Member] | ||
Percentage of revenue from major customers | 2.65% | 0.60% |
Customer GPL [Member] | ||
Percentage of revenue from major customers | 3.97% | 0.00% |
Customer EEC [Member] | ||
Percentage of revenue from major customers | 5.52% | 0.00% |
Customer UGA [Member] | ||
Percentage of revenue from major customers | 3.97% | 0.00% |
Customer SCL [Member] | ||
Percentage of revenue from major customers | 3.31% | 0.00% |
Customer TLF [Member] | ||
Percentage of revenue from major customers | 1.32% | 0.00% |
Customer VME [Member] | ||
Percentage of revenue from major customers | 1.17% | 0.00% |
Customer AGL [Member] | ||
Percentage of revenue from major customers | 0.63% | 0.00% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 839,130 | $ 462,015 |
New payments received during the period | 120,000 | 2,099,520 |
Cash deferred revenue recognized as revenue during the period | (482,500) | (1,722,405) |
Securities deferred revenue recognized as revenue during the period | (276,630) | |
Ending balance | $ 200,000 | $ 839,130 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets Measured on Recurring and Non-Recurring Basis (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Level 3 - Non-Marketable Securities - Non-Recurring [Member] | ||
Fair value of assets recurring and non-recurring basis | $ 3,085,322 | $ 2,650,471 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Changes in Level 3 Assets Measured at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Balance, beginning | $ 2,650,471 | $ 3,000 |
Realized and unrealized gains (losses) | ||
Securities received for services during the period | 453,965 | |
Purchase and sales settlements during the period | (19,114) | 2,647,471 |
Impairment loss | ||
Balance, ending | $ 3,085,322 | $ 2,650,471 |
Investments (Details Narrative)
Investments (Details Narrative) | Jun. 02, 2016USD ($)$ / sharesshares | Apr. 27, 2016USD ($)$ / sharesshares | Mar. 31, 2016shares | Mar. 29, 2016USD ($)shares | Mar. 29, 2016CHF (SFr)shares | Mar. 29, 2016USD ($)shares | Mar. 29, 2016CHF (SFr)shares | Feb. 08, 2016$ / sharesshares | Dec. 14, 2015USD ($)shares | Sep. 24, 2015USD ($)shares | Apr. 28, 2015USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Number of shares issued during period | 46,133 | 1,815 | 1,815 | ||||||||||
Stock issued, price per share | $ / shares | $ 0.75 | ||||||||||||
Gain on transfer of preferred stock | $ | $ 1,454 | ||||||||||||
Number of shares issued value during period | $ | $ 164 | ||||||||||||
Impairment of investments | $ | $ 34,600 | $ 419,365 | $ 419,365 | ||||||||||
Private Company And Client [Member] | |||||||||||||
Number of shares issued during period | 456 | 456 | |||||||||||
Number of shares issued value during period | $ | $ 267 | ||||||||||||
CHF [Member] | |||||||||||||
Number of shares issued value during period | SFr | SFr 160 | ||||||||||||
CHF [Member] | Private Company And Client [Member] | |||||||||||||
Number of shares issued value during period | SFr | SFr 261 | ||||||||||||
Duo World Inc., [Member] | |||||||||||||
Number of shares issued during period | 25,000 | 46,133 | 3,481,133 | ||||||||||
Stock issued, price per share | $ / shares | $ 0.75 | ||||||||||||
Number of shares issued value during period | $ | $ 18,750 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of stock purchased from a private company | 1,106,521 | 4,500,000 | 3,460,000 | ||||||||||
Value of stock purchased from a private company | $ | $ 1,106,521 | $ 675,000 | $ 865,000 | ||||||||||
Value of cost method investment pertains to receipt of common stock in private company | 5.00% | 5.00% | 9.09% | ||||||||||
Number of shares issued during period | 48,309,802 | ||||||||||||
Preferred Shares [Member] | |||||||||||||
Number of stock purchased from a private company | 450,000 | 500,000 | |||||||||||
Value of stock purchased from a private company | $ | $ 450 | $ 500 | |||||||||||
Value of cost method investment pertains to receipt of common stock in private company | 10.00% | 10.00% | |||||||||||
Preferred Shares [Member] | Duo World Inc., [Member] | |||||||||||||
Number of shares issued during period | 136,600 | ||||||||||||
Preferred Shares [Member] | Duo World Inc., [Member] | |||||||||||||
Number of shares issued during period | 363,400 | 500,000 | |||||||||||
Stock issued, price per share | $ / shares | $ 0.005 |
Investments - Schedule of Equit
Investments - Schedule of Equity Securities in Private Companies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock [Member] | ||
No. of Shares | 19,189,925 | 19,166,521 |
Book value | $ 3,084,736 | $ 2,649,521 |
Common Stock [Member] | M1 Lux AG [Member] | ||
Company | M1 Lux AG | M1 Lux AG |
No. of Shares | 2,000,000 | 2,000,000 |
Book value | ||
Status | Private Company | Private Company |
Common Stock [Member] | Monkey Rock Group Inc. [Member] | ||
Company | Monkey Rock Group Inc. | Monkey Rock Group Inc. |
No. of Shares | 1,500,000 | 1,500,000 |
Book value | ||
Status | Reporting Company OTC | Reporting Company OTC |
Common Stock [Member] | Voz Mobile Cloud Limited [Member] | ||
Company | Voz Mobile Cloud Limited | Voz Mobile Cloud Limited |
No. of Shares | 3,200,000 | 3,200,000 |
Book value | ||
Status | Private Company | Private Company |
Common Stock [Member] | Arrow Cars International Inc. [Member] | ||
Company | Arrow Cars International Inc. | Arrow Cars International Inc. |
No. of Shares | 3,000,000 | 3,000,000 |
Book value | $ 3,000 | $ 3,000 |
Status | Private Company | Private Company |
Common Stock [Member] | Direct Security Integration Inc. [Member] | ||
Company | Direct Security Integration Inc. | Direct Security Integration Inc. |
No. of Shares | 400,000 | 400,000 |
Book value | ||
Status | Private Company | Private Company |
Common Stock [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. | Duo World Inc. |
No. of Shares | 3,481,133 | 3,460,000 |
Book value | $ 880,850 | $ 865,000 |
Status | Reporting Company OTC | Reporting Company OTC |
Common Stock [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 5,606,521 | 5,606,521 |
Book value | $ 1,781,521 | $ 1,781,521 |
Status | Private Company | Private Company |
Common Stock [Member] | Quartal Financial Solutions AG [Member] | ||
Company | Quartal Financial Solutions AG | Quartal Financial Solutions AG |
No. of Shares | 2,271 | |
Book value | $ 419,365 | |
Status | Private Company | Private Company |
Preferred Shares [Member] | ||
No. of Shares | 586,600 | 950,000 |
Book value | $ 586 | $ 950 |
Preferred Shares [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. | Duo World Inc. |
No. of Shares | 136,600 | 500,000 |
Book value | $ 136 | $ 500 |
Status | Reporting Company OTC | Reporting Company OTC |
Preferred Shares [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 450,000 | 450,000 |
Book value | $ 450 | $ 450 |
Status | Private Company | Private Company |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 11,478 | $ 11,251 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Furniture and Equipment | $ 38,815 | $ 37,204 |
Accumulated depreciation | (28,600) | (17,123) |
Net fixed assets | $ 10,215 | $ 20,081 |
Furniture and Equipment [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | |
Furniture and Equipment [Member] | Maximum [Member] | ||
Estimated useful life | 5 years |
Debt & Accounts Payables (Detai
Debt & Accounts Payables (Details Narrative) | Dec. 06, 2016USD ($) | Dec. 03, 2016USD ($) | Dec. 01, 2016$ / sharesshares | Oct. 13, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 16, 2016USD ($)$ / sharesshares | Aug. 25, 2016USD ($) | Jul. 02, 2016USD ($)$ / shares | Jun. 15, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | Apr. 29, 2016USD ($) | Apr. 28, 2016USD ($)$ / sharesshares | Apr. 27, 2016$ / sharesshares | Apr. 25, 2016USD ($)$ / sharesshares | Mar. 29, 2016USD ($)shares | Mar. 18, 2016USD ($)$ / sharesshares | Dec. 04, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 10, 2015USD ($)$ / sharesshares | Sep. 09, 2015USD ($)$ / sharesshares | Aug. 27, 2015USD ($)Number$ / sharesshares | Aug. 27, 2015USD ($)$ / sharesshares | Dec. 12, 2013shares | Dec. 07, 2013USD ($)shares | Dec. 07, 2013GBP (£)shares | Oct. 17, 2013USD ($)shares | Oct. 17, 2013USD ($) | Oct. 09, 2013USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 21, 2015USD ($) | Sep. 18, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 17, 2013GBP (£) | Oct. 09, 2013GBP (£) |
Debt instrument conversion price per share | $ / shares | $ 0.017 | $ 0.017 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | (101,517) | ||||||||||||||||||||||||||||||||||||
Expenses payable | $ 196,509 | $ 184,656 | |||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 53,850 | $ 59,500 | |||||||||||||||||||||||||||||||||||
Interest payable | 106,196 | 106,196 | 106,196 | ||||||||||||||||||||||||||||||||||
Accrued salary | 52,587 | 152,875 | |||||||||||||||||||||||||||||||||||
Secured loan | $ 319,598 | $ 319,598 | $ 120,420 | ||||||||||||||||||||||||||||||||||
Issuance of restricted shares | shares | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||
Issuance of share repay lieu of interest | $ 56,196 | ||||||||||||||||||||||||||||||||||||
Issuance of restricted common stock additionally | shares | 20,000 | ||||||||||||||||||||||||||||||||||||
Accrued provision for potential damages | 184,656 | 184,656 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||||||||||||||||||||||
Gain on settlement of debt | 660,578 | ||||||||||||||||||||||||||||||||||||
Accrued interest balance | 304,569 | 304,569 | |||||||||||||||||||||||||||||||||||
Amortization of debt discount | 119,964 | 355,253 | |||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 46,133 | 1,815 | |||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | (83,353) | 116,921 | |||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||
Interest paid | 30,981 | ||||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,944 | 25,944 | |||||||||||||||||||||||||||||||||||
Promissory note | $ 450,000 | 100,000 | |||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 164 | ||||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.017 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0179 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 4,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 69,900 | ||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | $ 14,850 | $ 16,750 | |||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 16,750 | $ 14,850 | |||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||
Promissory note | 167,500 | $ 148,500 | |||||||||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 163,350 | ||||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Increse in principal amount | $ 148,500 | $ 167,500 | |||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.017 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0197 | ||||||||||||||||||||||||||||||||||||
Increse in principal amount | $ 163,350 | 184,250 | |||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | February 23, 2017 [Member] | |||||||||||||||||||||||||||||||||||||
Debt conversion of convertible debt | $ 184,250 | ||||||||||||||||||||||||||||||||||||
Mammoth Corporation [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 39,324 | ||||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | $ 0.017 | ||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 50,000 | ||||||||||||||||||||||||||||||||||||
GBP [Member] | |||||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 200,000 | £ 75,000 | |||||||||||||||||||||||||||||||||||
Issuance of share repay lieu of interest | £ | £ 35,000 | ||||||||||||||||||||||||||||||||||||
Internal Revenue Service (IRS) [Member] | |||||||||||||||||||||||||||||||||||||
Internal revenue service fine | 10,000 | ||||||||||||||||||||||||||||||||||||
Interest payable | $ 492 | ||||||||||||||||||||||||||||||||||||
Mr. Colin Copeland [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0205 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 450 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 18,450 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 900,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 18,000 | ||||||||||||||||||||||||||||||||||||
Mr. James Robert Payne [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0205 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 799 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 32,784 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 1,599,240 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 31,985 | ||||||||||||||||||||||||||||||||||||
Ms. Zara Victoria Clark [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0205 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 391 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 16,058 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 783,335 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 15,667 | ||||||||||||||||||||||||||||||||||||
Officers and Directors[Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||||||||
Accrued salary | $ 154,014 | $ 250,000 | |||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 22,200,680 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 459,013 | ||||||||||||||||||||||||||||||||||||
Mammoth Corporation [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.017 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 3,167,647 | 3,500,000 | 6,667,647 | ||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 113,350 | ||||||||||||||||||||||||||||||||||||
Mammoth Corporation [Member] | St. George [Member] | |||||||||||||||||||||||||||||||||||||
Promissory note | $ 148,500 | ||||||||||||||||||||||||||||||||||||
Mammoth Corporation [Member] | St. George [Member] | February 23, 2017 [Member] | |||||||||||||||||||||||||||||||||||||
Promissory note | 167,500 | ||||||||||||||||||||||||||||||||||||
Three Employees [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 65,652 | ||||||||||||||||||||||||||||||||||||
Mr. Peter Smith [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0275 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0205 | $ 0.0248 | |||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 1,360 | $ 2,700 | |||||||||||||||||||||||||||||||||||
Accrued salary | $ 54,402 | $ 27,500 | |||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 2,720,120 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 55,762 | $ 24,800 | |||||||||||||||||||||||||||||||||||
Enzo Taddei [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0275 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0205 | $ 0.0248 | |||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 1,828 | $ 2,700 | |||||||||||||||||||||||||||||||||||
Accrued salary | $ 73,134 | $ 27,500 | |||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 3,656,697 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 74,962 | $ 24,800 | |||||||||||||||||||||||||||||||||||
Peter Smith and Enzo Taddei [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0201 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 900 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 180,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 4,500,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 180,900 | ||||||||||||||||||||||||||||||||||||
Mr. Patrick Dolan [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0201 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 350 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 70,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 3,500,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 70,350 | ||||||||||||||||||||||||||||||||||||
Mr. Patrick Dolan [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0205 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 662 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 26,477 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 1,323,863 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 27,139 | ||||||||||||||||||||||||||||||||||||
Notes Payable One [Member] | |||||||||||||||||||||||||||||||||||||
Interest payable | 106,196 | ||||||||||||||||||||||||||||||||||||
Accrued provision for potential damages | 184,656 | ||||||||||||||||||||||||||||||||||||
Outstanding balance owed to lender | 480,000 | 480,000 | $ 749,397 | $ 359,200 | |||||||||||||||||||||||||||||||||
Notes Payable Two [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 1,600,000 | ||||||||||||||||||||||||||||||||||||
Second Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 319,598 | $ 500,000 | |||||||||||||||||||||||||||||||||||
Gain on settlement of debt | $ 660,578 | ||||||||||||||||||||||||||||||||||||
Loans principal balance | 319,598 | ||||||||||||||||||||||||||||||||||||
Accrued interest balance | $ 180,402 | $ 160,402 | $ 20,000 | ||||||||||||||||||||||||||||||||||
Installament as per the amended agreement | 480,000 | ||||||||||||||||||||||||||||||||||||
Outstanding balance owed to lender | 480,000 | ||||||||||||||||||||||||||||||||||||
Third Note [Member] | |||||||||||||||||||||||||||||||||||||
Secured loan | $ 135,000 | ||||||||||||||||||||||||||||||||||||
Outstanding balance owed to lender | 135,000 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 30,000 | 25,000 | |||||||||||||||||||||||||||||||||||
Interest expense | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Debt issuance cost | 5,000 | ||||||||||||||||||||||||||||||||||||
Fourth Note [Member] | |||||||||||||||||||||||||||||||||||||
Secured loan | 167,500 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 37,500 | 25,000 | |||||||||||||||||||||||||||||||||||
Interest expense | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Debt issuance cost | 3,333 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 14,167 | ||||||||||||||||||||||||||||||||||||
Debt conversion price percentage | 70.00% | ||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 14,167 | ||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | 9,754 | ||||||||||||||||||||||||||||||||||||
New Note [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.025 | ||||||||||||||||||||||||||||||||||||
Secured loan | $ 135,000 | $ 135,000 | $ 135,000 | $ 135,000 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 30,000 | 30,000 | 12,500 | ||||||||||||||||||||||||||||||||||
Interest expense | $ 5,000 | $ 5,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||
Debt issuance cost | 1,667 | 2,084 | |||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 0 | 20,416 | |||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 25,200 | ||||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | $ 0.0252 | ||||||||||||||||||||||||||||||||||||
New Note One [Member] | |||||||||||||||||||||||||||||||||||||
Secured loan | $ 167,500 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 37,500 | 6,250 | |||||||||||||||||||||||||||||||||||
Interest expense | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Debt issuance cost | 833 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 35,417 | ||||||||||||||||||||||||||||||||||||
Old Note [Member] | |||||||||||||||||||||||||||||||||||||
Secured loan | $ 135,000 | ||||||||||||||||||||||||||||||||||||
St. George [Member] | |||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 135,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest balance | 13,500 | ||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 58,200 | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | $ 0.0149 | ||||||||||||||||||||||||||||||||||||
Interest paid | $ 44,700 | ||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 23,297 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 2,647 | ||||||||||||||||||||||||||||||||||||
Debt conversion of convertible debt | 50,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion, net of the discount | $ 47,353 | ||||||||||||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 5,250 | ||||||||||||||||||||||||||||||||||||
One Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0143 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 70 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 1,430 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 100,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 1,500 | ||||||||||||||||||||||||||||||||||||
Two Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0143 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 175 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 3,575 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee | shares | 250,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 3,750 | ||||||||||||||||||||||||||||||||||||
Officers and Directors[Member] | Short Term Loans Payable [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Accrued salary | $ 101,517 | $ 101,517 | |||||||||||||||||||||||||||||||||||
Debt conversion percentage | 50.00% | ||||||||||||||||||||||||||||||||||||
Debt conversion average number of trading days | Number | 20 | ||||||||||||||||||||||||||||||||||||
Officers and Directors[Member] | Short Term Loans Payable [Member] | Enzo Taddei [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 11,776,756 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0064 | $ 0.0064 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 75,371 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | 45,723 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 29,648 | $ 29,648 | |||||||||||||||||||||||||||||||||||
Accounts Payable and Other Accrued Liabilities [Member] | Employee 1 [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0233 | $ 0.01 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 892,790 | 5,500,000 | |||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0233 | $ 0.014 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 20,802 | $ 77,000 | |||||||||||||||||||||||||||||||||||
Accrued salary and bonus | 20,000 | 55,000 | |||||||||||||||||||||||||||||||||||
Expenses payable | 802 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 22,000 | ||||||||||||||||||||||||||||||||||||
Accounts Payable and Other Accrued Liabilities [Member] | Employee 2 [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.00735 | ||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 10,749,000 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0127 | ||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 136,512 | ||||||||||||||||||||||||||||||||||||
Accrued salary and bonus | 79,000 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 57,512 | ||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities - Related Parties [Member] | Officers and Directors[Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 268,191 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 398,156 | $ 398,156 | |||||||||||||||||||||||||||||||||||
Debt conversion percentage | 50.00% | ||||||||||||||||||||||||||||||||||||
Debt conversion average number of trading days | Number | 20 | ||||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities - Related Parties [Member] | Officers and Directors[Member] | Enzo Taddei [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 69,076,922 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0064 | $ 0.0064 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 442,092 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 173,901 | $ 173,901 | |||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities - Related Parties [Member] | Officers and Directors[Member] | Mr. Peter Smith [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 42,127,492 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0064 | $ 0.0064 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 269,616 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | 163,560 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 106,056 | $ 106,056 | |||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities - Related Parties [Member] | Officers and Directors[Member] | Mr. Patrick Dolan [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 46,951,071 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0064 | $ 0.0064 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 300,487 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | 182,288 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 118,199 | $ 118,199 | |||||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities - Related Parties [Member] | Officers and Directors[Member] | Short Term Loans Payable [Member] | Mr. Peter Smith [Member] | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, shares | shares | 28,547,822 | ||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0064 | $ 0.0064 | |||||||||||||||||||||||||||||||||||
Common stock issued upon conversion, value | $ 182,706 | ||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | 110,837 | ||||||||||||||||||||||||||||||||||||
Accrued salary | $ 71,869 | $ 71,869 |
Debt & Accounts Payables - Sche
Debt & Accounts Payables - Schedule of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 89,184 | $ 79,386 |
Accounts payable | 83,354 | 108,951 |
Total | $ 172,538 | $ 188,337 |
Debt & Accounts Payables - Sc38
Debt & Accounts Payables - Schedule of Breakdown of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | |||
Provision for potential damages - See Note 7(D) | $ 184,656 | $ 184,656 | |
Provision for late filing fee of 2013 Tax return (See below) | 10,492 | ||
Other | 1,361 | ||
Total | $ 196,509 | $ 184,656 |
Debt & Accounts Payables - Sc39
Debt & Accounts Payables - Schedule of Accounts Payable and Accrued Liabilities to Related Parties (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 52,587 | $ 152,875 |
Expenses payable | 1,161 | 50,734 |
Accounts payable and accrued expenses - related parties | $ 53,748 | $ 203,609 |
Debt & Accounts Payables - Summ
Debt & Accounts Payables - Summary of Non-Convertible Notes Net of Discount and Accrued Interest (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Interest | $ 106,196 | $ 106,196 | $ 106,196 |
Accrued Liabilities | 196,509 | 184,656 | |
Total payable | 840,018 | 563,351 | |
Non-convertible Notes October 9, 2013 [Member] | |||
Principal (net of debt discount) | 120,420 | 120,420 | |
Accrued Interest | 106,196 | 106,196 | |
Accrued Liabilities | 184,656 | 184,656 | |
Total payable | 411,272 | 411,272 | |
Non-convertible Notes October 17, 2013 [Member] | |||
Principal (net of debt discount) | 319,598 | 319,598 | |
Accrued Interest | 160,402 | 160,402 | |
Accrued Liabilities | |||
Total payable | 480,000 | 480,000 | |
Non-convertible Notes November 26, 2013 [Member] | |||
Principal (net of debt discount) | |||
Accrued Interest | 37,971 | 37,971 | |
Accrued Liabilities | |||
Total payable | 37,971 | 37,971 | |
Non-convertible Notes August 27, 2015 [Member] | |||
Principal (net of debt discount) | 123,333 | ||
Accrued Interest | |||
Accrued Liabilities | |||
Total payable | 123,333 | ||
Non-Convertible Notes [Member] | |||
Principal (net of debt discount) | 840,018 | 563,351 | |
Accrued Interest | 304,569 | 304,569 | |
Accrued Liabilities | 184,656 | 184,656 | |
Total payable | 1,329,243 | $ 1,052,576 | |
Non-convertible Notes August 25, 2016 [Member] | |||
Principal (net of debt discount) | 153,333 | ||
Accrued Interest | |||
Accrued Liabilities | |||
Total payable | 153,333 | ||
Non-convertible Notes October 13, 2016 [Member] | |||
Principal (net of debt discount) | 114,584 | ||
Accrued Interest | |||
Accrued Liabilities | |||
Total payable | 114,584 | ||
Non-convertible Notes December 06, 2016 [Member] | |||
Principal (net of debt discount) | 132,083 | ||
Accrued Interest | |||
Accrued Liabilities | |||
Total payable | $ 132,083 |
Debt & Accounts Payables - Sc41
Debt & Accounts Payables - Schedule of Provision for Potential Damages Included in Accrued Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Principal, Balance | $ 120,420 | $ 120,420 |
Principal, Repayments | ||
Principal, Interest Accrued | ||
Principal, Potential Damages Accrued | ||
Principal, Balance | 120,420 | 120,420 |
Accrued Interest, Balance | 106,196 | 106,196 |
Accrued Interest, Repayments | ||
Accrued Interest, Interest Accrued | ||
Accrued Interest, Potential Damages Accrued | ||
Accrued Interest, Balance | 106,196 | 106,196 |
Accrued Liabilities, Balance | 184,656 | |
Accrued Liabilities, Repayments | ||
Accrued Liabilities, Interest Accrued | ||
Accrued Liabilities, Potential Damages Accrued | 184,656 | |
Accrued Liabilities, Balance | $ 196,509 | $ 184,656 |
Debt & Accounts Payables - Sc42
Debt & Accounts Payables - Schedule of Notes Payable (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest accrued | $ 337,106 | |||
Notes Payable One [Member] | ||||
Loan granted | $ 319,598 | |||
Monitoring fee accrual | 124,175 | |||
Interest accrued | 287,006 | $ 390,197 | 39,602 | |
Interest repayment | (20,000) | |||
Excess interest and monitoring fee gain | (660,578) | |||
Notes payable, Ending | $ 480,000 | $ 480,000 | $ 749,397 | $ 359,200 |
Debt & Accounts Payables - Sc43
Debt & Accounts Payables - Schedule of Non-Convertible Loan (Details) - USD ($) | Dec. 31, 2016 | Oct. 17, 2013 | Oct. 09, 2013 |
Principal loan amount | $ 319,598 | $ 120,420 | |
Non-convertible Loan One [Member] | |||
Principal loan amount | $ 135,000 | ||
Original issue discount | (30,000) | ||
Issuance costs | (5,000) | ||
Amortization of OID and issuance costs during the period | 35,000 | ||
Cash repayment | (135,000) | ||
Balance | |||
Non-convertible Loan Two [Member] | |||
Principal loan amount | 167,500 | ||
Original issue discount | (37,500) | ||
Issuance costs | (5,000) | ||
Amortization of OID and issuance costs during the period | 28,333 | ||
Balance | 153,333 | ||
Net of unamortized discount and issue costs | 14,167 | ||
Non-convertible Loan Three [Member] | |||
Principal loan amount | 135,000 | ||
Original issue discount | (30,000) | ||
Issuance costs | (5,000) | ||
Amortization of OID and issuance costs during the period | 14,584 | ||
Balance | 114,584 | ||
Net of unamortized discount and issue costs | 20,416 | ||
Non-convertible Loan Four [Member] | |||
Principal loan amount | 167,500 | ||
Original issue discount | (37,500) | ||
Issuance costs | (5,000) | ||
Amortization of OID and issuance costs during the period | 7,083 | ||
Balance | 132,083 | ||
Net of unamortized discount and issue costs | $ 35,417 |
Debt & Accounts Payables - Sc44
Debt & Accounts Payables - Schedule of Loan Payable Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Loans payable - related party | $ 58,595 | |
Proceeds from loans | 5,974 | 48,422 |
Repayments | (5,974) | $ (5,500) |
Converted to common stock | (101,517) | |
Loans payable - related party |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax federal statutory rate | 35.00% | |
Valuation allowance amount | $ (108,904) | $ (66,190) |
Operating loss carryforwards | $ 311,000 | |
Operating loss expiration term | expire through 2036 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income Tax (benefit) provision at statutory rate: | $ (5,600) | $ 86,603 |
Non-Taxable foreign earnings / losses | (99,306) | (402,915) |
Amortization of debt discount | 41,987 | 30,473 |
Loss on derivative liabilities | 88,315 | |
Loss on conversion of notes | 384 | 328,464 |
Stock based compensation | 19,821 | 54,539 |
Change in valuation allowance | 42,714 | (185,478) |
Total |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets (liabilities), current | ||
Deferred tax assets (liabilities), non-current, Net operating loss carry - forward | 108,904 | 66,190 |
Deferred tax assets (liabilities), non-current, Valuation allowance | (108,904) | (66,190) |
Net deferred tax assets (liabilities) | ||
Non-current assets (liabilities) | ||
Deferred tax assets and liabilities |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 03, 2016 | Dec. 01, 2016 | Nov. 11, 2016 | Nov. 11, 2016 | Nov. 10, 2016 | Sep. 16, 2016 | Apr. 27, 2016 | Mar. 29, 2016 | May 19, 2015 | Dec. 07, 2013 | Oct. 09, 2013 | Nov. 30, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jul. 02, 2016 | Jun. 15, 2016 | Aug. 03, 2015 | Jul. 15, 2015 | Feb. 16, 2015 |
Number of common stock exchange for conversion of promissory notes | ||||||||||||||||||||
Loss on conversion of notes into common stock | $ (733,922) | |||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 53,850 | $ 59,500 | ||||||||||||||||||
Common stock authority to issue | 950,000,000 | 950,000,000 | ||||||||||||||||||
Number of shares issued during period | 46,133 | 1,815 | ||||||||||||||||||
Stock issued during period, value, new issues | $ 164 | |||||||||||||||||||
Debt instrument conversion price per share | $ 0.017 | $ 0.017 | ||||||||||||||||||
Restricted stock | 10,000 | 10,000 | ||||||||||||||||||
Price per share | $ 0.75 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Common stock authority to issue | 500,000,000 | 70,000,000 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Common stock authority to issue | 1,000,000,000 | 500,000,000 | ||||||||||||||||||
Enzo Taddei, Patrick V. Dolan and Peter J. Smith [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||||||||||
Messrs .Taddei [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||
Dolan [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 50,000,000 | |||||||||||||||||||
Smith [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||
Mammoth Corporation [Member] | ||||||||||||||||||||
Common stock shares issued for conversion of debt | 3,167,647 | 3,500,000 | 6,667,647 | |||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 113,350 | |||||||||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||||||||||
Non-Affiliated Investor [Member] | ||||||||||||||||||||
Restricted stock | 10,000,000 | |||||||||||||||||||
Restricted stock, value | $ 135,000 | |||||||||||||||||||
Price per share | $ 0.0135 | |||||||||||||||||||
Couple of Vendors [Member] | ||||||||||||||||||||
Restricted stock | 1,808,900 | |||||||||||||||||||
Officers and Directors[Member] | ||||||||||||||||||||
Accured fee | $ 154,014 | $ 250,000 | ||||||||||||||||||
Common stock shares issued for conversion of debt | 22,200,680 | |||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 459,013 | |||||||||||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||||||||||
Debt instrument conversion price per share | $ 0.02 | $ 0.02 | ||||||||||||||||||
Officers and Directors One [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||
Officers and Directors Two [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 50,000,000 | |||||||||||||||||||
Officers and Directors Three [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||
St.George Investments LLC [Member] | ||||||||||||||||||||
Common stock shares issued for conversion of debt | 4,000,000 | |||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 69,900 | |||||||||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||||||||||
St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||||||||||
Convertible Series A Preferred Stock [Member] | ||||||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||||||
Convertible Series A Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||
Preferred stock redemption and returned shares | 1,983,332 | |||||||||||||||||||
Convertible Series B Preferred Stock [Member] | ||||||||||||||||||||
Number of preferred stock designated | 45,000,000 | |||||||||||||||||||
Preferred stock voting rights | 10 votes per share | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 45,000,000 | 45,000,000 | ||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||||||
Preferred stock voting rights | 10 votes per share | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Number of common stock shares exchange for conversion of promissory notes | 45,000,000 | |||||||||||||||||||
Number of common stock exchange for conversion of promissory notes | $ 45,000 | |||||||||||||||||||
Stock repurchased and retired during period, shares | 45,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Messrs .Taddei [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Dolan [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 50,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Smith [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Officers and Directors One [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 20,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Officers and Directors Two [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 5,000,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | Officers and Directors Three [Member] | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 20,000,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of common stock shares exchange for conversion of promissory notes | (450,000,000) | |||||||||||||||||||
Number of common stock exchange for conversion of promissory notes | $ (450,000) | |||||||||||||||||||
Accrued interest accrued salaries and commission | 1,344,629 | $ 1,344,629 | ||||||||||||||||||
Derivative liabilities | 1,102,928 | 1,102,928 | ||||||||||||||||||
Loss on conversion of notes into common stock | $ 733,922 | |||||||||||||||||||
Accured fee | 5,250 | |||||||||||||||||||
Gain loss on conversion of notes | $ 245 | |||||||||||||||||||
Common stock shares issued for conversion of debt | 350,000 | |||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 5,005 | |||||||||||||||||||
Number of shares issued during period | 48,309,802 | |||||||||||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||||
Accured fee | $ 524,665 | |||||||||||||||||||
Gain loss on conversion of notes | $ 1,342 | |||||||||||||||||||
Common stock shares issued for conversion of debt | 25,483,255 | |||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 526,007 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 03, 2016 | Nov. 11, 2016 | Sep. 16, 2016 | Jul. 02, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Revenue - related party clients | $ 148,000 | |||||
Common stock shares issued for conversion of debt, value | $ 53,850 | $ 59,500 | ||||
Series B Preferred Stock [Member] | ||||||
Stock repurchased and retired during period, shares | 45,000,000 | |||||
Officers and Directors[Member] | ||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||
Common stock shares issued for conversion of debt | 22,200,680 | |||||
Common stock shares issued for conversion of debt, value | $ 459,013 | |||||
Consultancy Agreement [Member] | Two Officers [Member] | ||||||
Related party transaction amount | $ 148,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Oct. 07, 2015USD ($) | Jun. 01, 2015USD ($) | Dec. 07, 2013USD ($)shares | Dec. 07, 2013GBP (£)shares | Dec. 07, 2013shares | Oct. 09, 2013USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 17, 2013USD ($) | Oct. 17, 2013GBP (£) | Oct. 09, 2013GBP (£) |
Secured loan | $ 120,420 | $ 319,598 | |||||||||
Restricted shares | shares | 10,000 | 10,000 | |||||||||
Repayment of loan | $ 56,196 | ||||||||||
Excess of restricted stock issued | shares | 20,000 | 20,000 | 20,000 | ||||||||
Litigation settlement amount | $ 411,272 | ||||||||||
Due to litigation amount | $ 411,272 | 226,616 | |||||||||
Litigation damages | $ 184,656 | ||||||||||
Lease agreement period | 2 years | ||||||||||
Rental expenses | $ 31,850 | ||||||||||
Renewed Lease Agreement [Member] | |||||||||||
Lease agreement renewable period | 1 year | ||||||||||
Rent percentage highter than current rent payble | 5.00% | ||||||||||
Renewed Lease Agreement [Member] | from November 2015 until October 2016 [Member] | |||||||||||
Rental expenses | 31,850 | ||||||||||
Renewed Lease Agreement [Member] | from November 2016 until October 2017 [Member] | |||||||||||
Rental expenses | $ 35,035 | ||||||||||
GBP [Member] | |||||||||||
Secured loan | £ | £ 200,000 | £ 75,000 | |||||||||
Repayment of loan | £ | £ 35,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 23, 2017 | Feb. 06, 2017 | Feb. 02, 2017 | Aug. 25, 2016 | Jul. 02, 2016 | Apr. 28, 2016 | Apr. 27, 2016 | Mar. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2016 | Sep. 16, 2016 |
Number of shares issuance of common shares | 46,133 | 1,815 | ||||||||||
Stock issued during period, value, new issues | $ 164 | |||||||||||
Debt instrument conversion price per share | $ 0.017 | $ 0.017 | ||||||||||
Quoted trading price | $ 0.75 | |||||||||||
Amortization of debt discount | $ 119,964 | $ 355,253 | ||||||||||
Promissory note | 450,000 | 100,000 | ||||||||||
Debt beneficial conversion feature | $ 25,944 | 25,944 | ||||||||||
Loss on debt extinguishment | $ (83,353) | $ 116,921 | ||||||||||
Mammoth Corporation [Member] | ||||||||||||
Number of shares issuance of common shares | 5,000,000 | |||||||||||
Stock issued during period, value, new issues | $ 50,000 | |||||||||||
Debt instrument conversion price per share | $ 0.01 | |||||||||||
Quoted trading price | $ 0.017 | |||||||||||
Gain on conversion of notes | $ 39,324 | |||||||||||
St.George Investments LLC [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||
Convertible debt | $ 163,350 | |||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||
Common stock fair value shares | $ 0.0179 | |||||||||||
Promissory note | $ 167,500 | $ 148,500 | ||||||||||
Debt instruments principal amount | $ 14,850 | $ 16,750 | ||||||||||
Loss on debt extinguishment | $ 16,750 | $ 14,850 | ||||||||||
St.George Investments LLC [Member] | Minimum [Member] | ||||||||||||
Increse in principal amount | $ 148,500 | 167,500 | ||||||||||
St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||
Common stock fair value shares | $ 0.0197 | |||||||||||
Increse in principal amount | $ 163,350 | $ 184,250 | ||||||||||
Subsequent Event [Member] | St.George Investments LLC [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||
Convertible debt | $ 184,250 | |||||||||||
Interest rate | 10.00% | |||||||||||
Common stock fair value shares | $ 0.0179 | |||||||||||
Promissory note | $ 167,500 | |||||||||||
Debt instruments principal amount | 16,750 | |||||||||||
Debt beneficial conversion feature | 9,754 | |||||||||||
Loss on debt extinguishment | 16,750 | |||||||||||
Subsequent Event [Member] | St.George Investments LLC [Member] | Minimum [Member] | ||||||||||||
Increse in principal amount | 167,500 | |||||||||||
Subsequent Event [Member] | St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||
Increse in principal amount | 184,250 | |||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.012 | |||||||||||
Convertible debt | $ 60,000 | |||||||||||
Interest rate | 10.00% | |||||||||||
Common stock fair value shares | $ 0.0198 | |||||||||||
Amortization of debt discount | $ 39,000 | |||||||||||
Mammoth Corporation [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.017 | |||||||||||
Mammoth Corporation [Member] | Subsequent Event [Member] | ||||||||||||
Number of shares issuance of common shares | 5,000,000 | |||||||||||
Stock issued during period, value, new issues | $ 50,000 | |||||||||||
Debt instrument conversion price per share | $ 0.01 | |||||||||||
Quoted trading price | $ 0.017 | |||||||||||
Gain on conversion of notes | $ 39,324 | |||||||||||
St. George [Member] | Subsequent Event [Member] | Mammoth Corporation [Member] | ||||||||||||
Promissory note | $ 167,500 |