Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Intelligent Highway Solutions, Inc. | |
Entity Central Index Key | 1,549,719 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,143,545,346 | |
Trading Symbol | IHSI | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 2,445 | |
Prepaid expenses | 52,195 | 71,341 |
Deferred loan costs, current | 5,965 | 15,219 |
Total current assets | 60,605 | 86,560 |
Property and equipment, net of accumulated depreciation of $21,209 and $18,713 | 2,462 | 4,958 |
Total assets | 63,067 | 91,518 |
Current liabilities | ||
Bank overdraft | 2,981 | |
Accounts payable | 209,203 | 176,694 |
Accrued expenses and other liabilities | 1,409,294 | 1,367,110 |
Notes payable, current portion, net of discounts of $14,946 and $3,934 | 213,006 | 154,066 |
Convertible notes payable, current portion, net of discounts of $128,487 and $177,863 | 843,527 | 799,976 |
Notes payable, related party, current portion | 7,396 | 7,000 |
Derivative liability | 816,658 | 1,005,791 |
Accrued interest | 180,986 | 148,655 |
Total current liabilities | 3,680,070 | 3,662,273 |
Stockholders' deficit | ||
Series A convertible preferred stock, $0.00001 par value; 10,000,000 shares authorized; 2,500,000 issued and outstanding at March 31, 2016 and December 31,2015 | 25 | 25 |
Common stock, $0.00001 par value; 10,000,000,000 shares authorized; 2,775,701,670 and 2,552,409,195 issued; 2,775,651,671 and 2,552,359,195 outstanding at March 31, 2016 and December 31, 2015 | 27,757 | 25,524 |
Additional paid-in capital | 6,997,178 | 6,974,608 |
Treasury stock, 50,000 shares at $.084 per share | (4,200) | (4,200) |
Accumulated deficit | (10,637,763) | (10,566,712) |
Total stockholders' deficit | (3,617,003) | (3,570,755) |
Total liabilities and stockholders' deficit | $ 63,067 | $ 91,518 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 21,209 | $ 18,713 |
Notes payable, current portion - discounts | 14,946 | 3,934 |
Convertible notes payable, current portion - discounts | $ 128,487 | $ 177,863 |
Series A convertible preferred stock, par value | $ 0.00001 | $ 0.00001 |
Series A convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A convertible preferred stock, shares issued | 2,500,000 | 2,500,000 |
Series A convertible preferred stock, shares outstanding | 2,500,000 | 2,500,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 2,775,701,670 | 2,552,409,195 |
Common stock, shares outstanding | 2,775,651,671 | 2,552,359,195 |
Treasury stock, shares | 50,000 | 50,000 |
Treasury stock par or stated value per share | $ .084 | $ .084 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 183,274 | |
Cost of sales | 138,971 | |
Gross profit | 44,303 | |
Operating expenses | ||
Salaries and wages | 38,179 | 39,274 |
General and administrative | 103,463 | 161,345 |
Total operating expenses | 141,642 | 200,619 |
Loss from operations | (141,642) | (156,316) |
Other income (expense) | ||
Gain on extinguishment of debt | 40 | |
Gain (loss) on derivative fair value adjustment | 270,252 | (137,037) |
Penalties and settlements | (15,562) | |
Interest expense | (199,701) | (129,683) |
Total other income (expense) | 70,591 | (282,282) |
Loss before income taxes | (71,051) | (438,598) |
Income tax expense | ||
Net loss | $ (71,051) | $ (438,598) |
Basic and diluted loss per common share | $ 0 | $ (0.01) |
Basic and diluted weighted average shares outstanding | 2,727,711,483 | 32,501,015 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (71,051) | $ (438,598) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Common stock issued for services | 2,553 | |
Common stock issued for penalties | 13,745 | |
Depreciation | 2,496 | 2,495 |
(Gain) loss on derivative fair value adjustment | (270,252) | 137,037 |
Amortization of deferred loan costs | 9,254 | 49,508 |
Amortization of debt discount | 121,090 | 57,941 |
Amortization of prepaid expenses | 19,146 | 17,371 |
Expenses paid on behalf of company | 6,000 | |
Excess derivative liability charged to interest | 36,631 | |
Changes in operating assets and liabilities | ||
Contracts receivable | 425 | |
Earnings in excess of billings | 115,801 | |
Accounts payable | 32,509 | (60,193) |
Accrued interest | 32,331 | 12,581 |
Accrued expenses and other liabilities | 42,184 | 41,915 |
Net cash used in operating activities | (45,662) | (41,419) |
Cash flows from investing activities | ||
Cash flows from financing activities | ||
(Repayments on) proceeds from bank overdraft | (2,981) | |
Repayments of convertible notes payable | (10,000) | |
Proceeds from notes payable | 53,955 | |
Repayments of notes payable | (3,263) | |
Repayment of related party notes payable | (6,000) | |
Net proceeds from related party payables | 396 | |
Net cash provided by financing activities | 48,107 | (16,000) |
Change in cash and cash equivalents | 2,445 | (57,419) |
Cash at beginning of period | 95,251 | |
Cash at end of period | 2,445 | 37,832 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 9,000 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Common stock issued for note conversion | 5,825 | 34,000 |
Debt discount on convertible notes | 83,122 | |
Initial measurements of derivative liabilities | $ 100,097 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization, Nature of Business and Trade Name Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed on April 22, 2011. IHS is a technology based intelligent highway solutions contractor. Through June 30, 2013, the Company’s primary focus was in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the State’s transportation infrastructure. Since that time, the Company has devoted its time to electrical service contracts. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience. |
Unaudited Condensed Interim Fin
Unaudited Condensed Interim Financial Statements | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Condensed Interim Financial Statements | NOTE 2 – UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ended March 31, 2016 and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2015 audited financial statements. The results of operations for the period ended March 31, 2016 are not necessarily indicative of the operating results for the full year. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The Company’s unaudited condensed interim financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Cash The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company does not have cash equivalents as of March 31, 2016. Property, Plant and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Life Furniture and fixtures 3 - 5 years Machinery and equipment 5 years Vehicles 5 years For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of March 31, 2016 and December 31, 2015 were: March 31, 2016 December 31, 2015 Machinery and equipment $ 2,149 $ 2,149 Furniture and fixtures 6,273 6,273 Vehicles 15,249 15,249 Sub Total $ 23,671 $ 23,671 Accumulated depreciation (21,209 ) (18,713 ) Total $ 2,462 $ 4,958 Depreciation expense for the three months ended March 31, 2016 and 2015 was $2,496 and $2,495, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following at March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Payroll tax liabilities 761,396 $ 758,773 Other payroll accruals 62,039 45,851 Federal and state income taxes payable 128,741 128,741 Other 457,118 433,745 Total $ 1,409,294 $ 1,367,110 Other accrued expenses mainly consist of accrued consulting fees due to management and other consulting firms. Revenues and Cost of Revenues Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of the actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method. Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changed in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim in probable and the amount can be reasonably determined. Cost of sales totaled $0 and $138,971 during the three months ended March 31, 2016 and 2015, respectively. Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Derivative Liabilities The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the three months ended March 31, 2016 and 2015 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 12,837,333,612 such potentially dilutive shares excluded for the three months ended March 31, 2016. Reclassification of Prior Period Presentation Certain amounts have been reclassified on the December 31, 2015 balance sheet to conform to current period presentation. Specifically, long term prepaid expenses of $34,965 have been reclassified as current prepaid expenses and a $3,000 contra-liability for related party payables has been removed from current notes payable and is included in related party payables. These reclassifications have no impact on net loss. Recent Accounting Pronouncements In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three or six months ended March 31, 2017 or 2016. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ” In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Derivative Liabilities | NOTE 5 – DERIVATIVE LIABILITIES As discussed in Note 3, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of March 31, 2016 and December 31, 2015: Level 1 Level 2 Level 3 Fair Value at March 31, 2016 Liabilities Derivative Liability $ - $ 816,658 $ - $ 816,658 Level 1 Level 2 Level 3 Fair Value at December 31, 2015 Liabilities Derivative Liability $ - $ 1,005,791 $ - $ 1,005,791 As of March 31, 2016 the Company had a $816,658 derivative liability balance on the balance sheet and recorded a gain from derivative liability fair value adjustment of $270,252 during the three months ended March 31, 2016. The Company assessed its outstanding convertible notes payable as summarized in Note 8 – Convertible Notes Payable ASC 920, Fair Value Measurements and Disclosures ASC 825, Financial Instruments. Utilizing Level 2 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the three months ended March 31, 2016 and 2015 of $270,252 and $137,037, respectively. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates ranging between 0.18% - 0.59%, dividend yield of 0%, expected lives ranging between .12 and 1 year, and volatility between 125% and 303%. A summary of the activity of the derivative liability is shown below: Balance at December 31, 2015 $ 1,005,791 Derivative liabilities recorded 100,097 Change due to note conversion (18,978 ) Fair value adjustment (270,252) Balance at March 31, 2016 $ 816,658 |
Concentrations of Risk
Concentrations of Risk | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | NOTE 6 – CONCENTRATIONS OF RISK Our revenues during the three months ended March 31, 2015 were generated completely from two clients. The loss of either of these clients will have a material adverse impact on our business. There were no revenues earned during the three months ended March 31, 2016. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES PAYABLE The Company has entered into various debt agreements to fund operations. A summary of outstanding non-convertible notes payable is as follows: March 31, 2016 December 31, 2015 Note payable to non-related party, unsecured, due on September 1, 2014, interest rate of 0%. Currently in default. Principal due on demand. $ 20,000 $ 20,000 Note payable to non-related party, unsecured, due on December 31, 2014, interest rate of 0%. Currently in default. Principal due on demand. 5,000 5,000 Note payable to non-related party, secured by vehicles owned by the Company, due on October 22, 2016, interest rate of 15%. Principal and accrued interest due on demand. 100,000 100,000 Note payable to non-related party, unsecured, due on April 29, 2016, interest rate of 8%. Principal and accrued interest due on demand. 33,000 33,000 Note payable to non-related party, unsecured, due on June 22, 2016, interest rate of 8%. Principal and accrued interest due on demand. 29,715 - Sale of future receivable to non-related party, secured by future accounts receivable, due on December 31, 2016. Principal due as future accounts receivable are collected. 40,237 - Total principal outstanding 227,952 158,000 Less: debt discounts (14,946 ) (3,934 ) Total balance $ 213,006 $ 154,066 Required principal payments from March 31, 2016 forward are as follows: 2016 $ 227,952 2017 - 2018 - 2019 - 2020 - Total $ 227,952 There was $12,074 and $7,083 of accrued interest payable on non-convertible notes payable as of March 31, 2016 and December 31, 2015. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 8 – CONVERTIBLE NOTES PAYABLE The Company has entered into various convertible debt agreements to fund operations. A summary of outstanding convertible notes payable is as follows: March 31, 2016 December 31, 2015 Convertible note payable to non-related party, unsecured, interest of 10%, due on February 13, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. $ 50,000 $ 50,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on April 8, 2016. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 15,000 15,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on March 21, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 30,000 30,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on May 9, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 50,000 50,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on November 4, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on July 15, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 50,000 50,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on September 3, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on October 31, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on October 21, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 20,000 20,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on December 30, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 45,000 45,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on March 26, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on April 26, 2013. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 30,000 30,000 Convertible note payable to non-related party, interest of 10%, unsecured, due on June 11, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. The Company may not repay the convertible note in cash. 59,800 59,800 Convertible note payable to non-related party, interest rate of 10%, unsecured, due on December 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash. 55,000 55,000 Convertible note payable to non-related party, interest rate of 10%, unsecured, due on July 7, 2016. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash. 27,466 27,466 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 20,904 21,564 Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 25, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 5,500 5,500 Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 77,947 77,947 Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 80,236 80,236 Convertible note payable to non-related party, interest rate of 10, unsecured, due on June 15, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 11,500 11,500 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 19, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 60,000 60,000 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 30, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 47,000 47,000 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 19, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 16,018 21,183 Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash. 58,941 58,941 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 30, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash. 36,000 36,000 Convertible note payable to non-related party, interest rate of 15%, default interest rate of 22%, unsecured, due on September 11, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five days prior to conversion. The Company may not repay the convertible note in cash. 16,651 16,651 Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 28, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. The Company may not repay the convertible note in cash. 9,050 9,050 Total principal outstanding 972,014 977,839 Less: debt discounts (128,487 ) (177,863 ) Total balance $ 843,527 $ 799,976 Required principal payments from March 31, 2016 forward are as follows: 2016 $ 972,014 2017 - 2018 - 2019 - 2020 - Total $ 972,014 There was $168,912 and $141,572 of accrued interest payable on convertible notes payable as of March 31, 2016 and December 31, 2015. The Company has recorded a derivative liability for each convertible note payable with a variable conversion rate. See Note 5 for further discussion. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS We have engaged an entity controlled by the director of the Company to perform consulting services related to the development of new technologies. Payments to this party totaled $0 and $1,509 during the three months ended March 31, 2016 and 2015, respectively. During the year ended December 31, 2014, the Company received an interest free $8,000 loan from a related party to fund operations. The loan is unsecured, due on demand and as such is included in current liabilities. There was $5,000 due as of March 31, 2016 and December 31, 2015, respectively. During the year ended December 31, 2014, the Company received an interest free $2,000 loan from a related party to fund operations. The related party made additional advances of $396 during the three months ended March 31, 2016. The loan is unsecured, due on demand and as such is included in current liabilities. There was $2,396 and $2,000 due as of March 31, 2016 and December 31, 2015, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 10 – STOCKHOLDERS’ DEFICIT The Company is authorized to issue up to 10,000,000,000 shares of $0.00001 par value common stock and 50,000,000 shares of $0.0001 par value blank check preferred stock of which 10,000,000 has been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted to common stock at the option of the holder at the greater of one share of common for each share of Series A Convertible Preferred Stock or the par value of the stock divided by a 10% discount from the volume weighted average price of the common stock of the preceding ten trading days. During the three months ended March 31, 2016, the Company issued a total of 223,292,475 shares of common stock for the conversion of $5,825 of outstanding principal on convertible notes payable. All conversions were performed under the contractual terms of the respective notes payable. There were 2,775,701,670 and 2,552,409,195 common shares issued and 2,775,651,671 and 2,552,359,195 outstanding at March 31, 2016 and December 31, 2015, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this report, except as described below, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities. Payroll Tax Liabilities As of March 31, 2016 and December 31, 2015 the Company had accrued $761,396 and 758,773, in payroll tax liabilities. The payment of these liabilities has not been made due to our limited profitability. Due to the uncertainty regarding our future profitability, it is difficult to predict our ability to pay these liabilities. As a result, a federal tax lien has been levied that will have to be satisfied. Federal Income Tax Liability On January 29, 2015, we received a notification from the Internal Revenue Service (the “IRS”) regarding deficiencies in our tax return for the year ended December 31, 2011. The notice was the result of not filing our tax return for the year then ended and included the results of an IRS examination which yielded an income tax amount due of $92,804 plus penalties and interest totaling $34,337 for a total amount due of $127,141. While we believe we will be able to successfully reduce the tax liability and assessed penalties to zero or near zero due to our net loss sustained during the year ended December 31, 2011, the possibility exists we will be unsuccessful and could face an assessment for the full amount of $127,141. There is no accrued liability for this potential payout as of December 31, 2015 or March 31, 2016 given the inestimable nature of the outcome at this point. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Stock Options | NOTE 12 – STOCK OPTIONS The following table summarizes all stock option activity for the three month period ending March 31, 2016: Shares Weighted- Average Exercise Price Per Share Outstanding, December 31, 2015 631,905 $ 0.30 Granted - - Exercised - - Forfeited - - Expired (183,335 ) 0.30 Outstanding, March 31, 2016 448,570 $ 0.30 The following table discloses information regarding outstanding and exercisable options at March 31, 2016: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.30 448,570 $ 0.30 1.74 448,570 $ 0.30 448,570 $ 0.30 1.74 448,570 $ 0.30 In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows: March 31, 2016 Expected term of options granted 2 - 5 years Expected volatility range 394 - 408 % Range of risk-free interest rates 1.70 – 1.73 % Expected dividend yield 0 % |
Equity Line of Credit
Equity Line of Credit | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Equity Line of Credit | NOTE 13 – EQUITY LINE OF CREDIT On August 6, 2015, the Company entered into line of credit whereby it has the right to sell to the investor up to $5,000,000 of common stock over a period of 24 months. The Company may sell up to $100,000 of common stock, but not less than $5,000, at any time at is sole discretion by issuing a put notice to the investor. The sales price of the stock will be equal to a 30% discount from the average of the lowest two closing bid prices in the preceding five trading days. There is a minimum of ten trading days between put notices. The agreement requires the Company to issue 3% of the total credit line, or $150,000, in common stock with an issue price equal to the average of the daily volume weighted average prices of the Company’s common stock during the five business days immediately preceding the due date of the issuance. The Company did not exercise its rights under the agreement during the period ended March 31, 2016. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Common Stock Issuances On various dates through June 30, 2017, the Company issued a total of 1,791,282,420 common shares for the conversion of a total of $87,289 of outstanding principal on convertible notes payable. All conversions were done under contractual terms within each respective convertible note payable. On various dates through June 30, 2017, the Company issued a total of 316,611,256 common shares for the conversion of a total of $17,160 of outstanding accrued interest on convertible notes payable. All conversions were done under contractual terms within each respective convertible note payable. On various dates through June 30, 2017, the Company issued a total of 260,000,000 common shares for services provided by consultants. The shares were valued using the closing price on the dates of issuance which was from $0.0001 to $0.0002 per share resulting in a total value of $42,000. Convertible Notes Payable On April 25, 2017, the Company executed a securities purchase agreement with an existing convertible noteholder to enter into an additional $21,230 of convertible notes payable with each carrying a 10% original issue discount resulting in net cash borrowings of $19,300 being available to the Company. The note is carries interest at 12% and each tranche of cash received is due nine months after receipt. The note is convertible into shares of the Company’s common stock at a rate equal to a 42% discount from the lowest intra-day trading price for the Company’s common stock during the twenty days prior to conversion. The Company has received all of the available cash borrowings under the convertible note payable resulting in $21,230 being outstanding as of June 30, 2017. On May 10, 2017, the Company executed a securities purchase agreement with an existing convertible noteholder to enter into an additional $11,250 of convertible notes payable with and original issue discount totaling $1,500 resulting in net cash borrowings of $9,750 being available to the Company. The note carries interest at 12% and each tranche of cash received is due nine months after receipt. The note is convertible into shares of the Company’s common stock at a rate equal to a 42% discount from the lowest intra-day trading price for the Company’s common stock during the twenty days prior to conversion. The Company has received all of the available cash borrowings under the convertible note payable resulting in $11,250 being outstanding as of June 30, 2017. Acquisition and Financing On March 9, 2017, the Company, through a newly created special purpose entity, executed a share purchase agreement to acquire all outstanding ownership interests in Crescent Construction Company, Inc. a full service general contracting firm for total consideration of $1,800,000. The agreement requires a cash payment of $500,000 at closing plus a note payable for $1,300,000. The note carries interest of 6%, matures on March 31, 2022 and requires equal quarterly payments of $152,693. As part of the transaction, the Company entered into a revolving credit facility to borrow up to $5,000,000 of which $1,500,000 as advanced to the Company upon closing. Of the $1,500,000 advanced to the Company, $631,855 was paid for the seller and financier’s closing costs resulting in net cash to the Company of $868,145. The credit line carries an interest rate of 12% per annum and requires repayment based on cash collected from clients which are required to be sent to a lockbox maintained by the financier of which the net receipts after required payments to the financier under the credit facility agreement will be provided to the Company. The Company also issued a total of 7,500,000 shares of series A convertible preferred stock to the financier as part of the transaction. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Cash | Cash The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company does not have cash equivalents as of March 31, 2016. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Life Furniture and fixtures 3 - 5 years Machinery and equipment 5 years Vehicles 5 years For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of March 31, 2016 and December 31, 2015 were: March 31, 2016 December 31, 2015 Machinery and equipment $ 2,149 $ 2,149 Furniture and fixtures 6,273 6,273 Vehicles 15,249 15,249 Sub Total $ 23,671 $ 23,671 Accumulated depreciation (21,209 ) (18,713 ) Total $ 2,462 $ 4,958 Depreciation expense for the three months ended March 31, 2016 and 2015 was $2,496 and $2,495, respectively. |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following at March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Payroll tax liabilities 761,396 $ 758,773 Other payroll accruals 62,039 45,851 Federal and state income taxes payable 128,741 128,741 Other 457,118 433,745 Total $ 1,409,294 $ 1,367,110 Other accrued expenses mainly consist of accrued consulting fees due to management and other consulting firms. |
Revenues and Cost of Revenues | Revenues and Cost of Revenues Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of the actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method. Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changed in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim in probable and the amount can be reasonably determined. Cost of sales totaled $0 and $138,971 during the three months ended March 31, 2016 and 2015, respectively. |
Fair Value Measurements | Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Derivative Liabilities | Derivative Liabilities The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the three months ended March 31, 2016 and 2015 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 12,837,333,612 such potentially dilutive shares excluded for the three months ended March 31, 2016. |
Reclassification of Prior Period Presentation | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the three months ended March 31, 2016 and 2015 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 12,837,333,612 such potentially dilutive shares excluded for the three months ended March 31, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2015, the FASB issued ASC 2015-02, "Consolidation (Topic 810) - Amendments to the Consolidation Analysis." This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three or six months ended March 31, 2017 or 2016. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ” In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company. |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Life Furniture and fixtures 3 - 5 years Machinery and equipment 5 years Vehicles 5 years |
Schedule of Property, Plant and Equipment | Balances of each asset class as of March 31, 2016 and December 31, 2015 were: March 31, 2016 December 31, 2015 Machinery and equipment $ 2,149 $ 2,149 Furniture and fixtures 6,273 6,273 Vehicles 15,249 15,249 Sub Total $ 23,671 $ 23,671 Accumulated depreciation (21,209 ) (18,713 ) Total $ 2,462 $ 4,958 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following at March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Payroll tax liabilities 761,396 $ 758,773 Other payroll accruals 62,039 45,851 Federal and state income taxes payable 128,741 128,741 Other 457,118 433,745 Total $ 1,409,294 $ 1,367,110 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s liabilities measured at fair value as of March 31, 2016 and December 31, 2015: Level 1 Level 2 Level 3 Fair Value at March 31, 2016 Liabilities Derivative Liability $ - $ 816,658 $ - $ 816,658 Level 1 Level 2 Level 3 Fair Value at December 31, 2015 Liabilities Derivative Liability $ - $ 1,005,791 $ - $ 1,005,791 |
Schedule of Activity of Derivative Liability | A summary of the activity of the derivative liability is shown below: Balance at December 31, 2015 $ 1,005,791 Derivative liabilities recorded 100,097 Change due to note conversion (18,978 ) Fair value adjustment (270,252) Balance at March 31, 2016 $ 816,658 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Non-convertible Notes Payable | The Company has entered into various debt agreements to fund operations. A summary of outstanding non-convertible notes payable is as follows: March 31, 2016 December 31, 2015 Note payable to non-related party, unsecured, due on September 1, 2014, interest rate of 0%. Currently in default. Principal due on demand. $ 20,000 $ 20,000 Note payable to non-related party, unsecured, due on December 31, 2014, interest rate of 0%. Currently in default. Principal due on demand. 5,000 5,000 Note payable to non-related party, secured by vehicles owned by the Company, due on October 22, 2016, interest rate of 15%. Principal and accrued interest due on demand. 100,000 100,000 Note payable to non-related party, unsecured, due on April 29, 2016, interest rate of 8%. Principal and accrued interest due on demand. 33,000 33,000 Note payable to non-related party, unsecured, due on June 22, 2016, interest rate of 8%. Principal and accrued interest due on demand. 29,715 - Sale of future receivable to non-related party, secured by future accounts receivable, due on December 31, 2016. Principal due as future accounts receivable are collected. 40,237 - Total principal outstanding 227,952 158,000 Less: debt discounts (14,946 ) (3,934 ) Total balance $ 213,006 $ 154,066 |
Schedule of Outstanding Notes Payable Required Principal Payments | Required principal payments from March 31, 2016 forward are as follows: 2016 $ 227,952 2017 - 2018 - 2019 - 2020 - Total $ 227,952 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Convertible Notes Payable | The Company has entered into various convertible debt agreements to fund operations. A summary of outstanding convertible notes payable is as follows: March 31, 2016 December 31, 2015 Convertible note payable to non-related party, unsecured, interest of 10%, due on February 13, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. $ 50,000 $ 50,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on April 8, 2016. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 15,000 15,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on March 21, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 30,000 30,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on May 9, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 50,000 50,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on November 4, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on July 15, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 50,000 50,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on September 3, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on October 31, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on October 21, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 20,000 20,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on December 30, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 45,000 45,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on March 26, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000 Convertible note payable to non-related party, unsecured, interest of 10%, due on April 26, 2013. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 30,000 30,000 Convertible note payable to non-related party, interest of 10%, unsecured, due on June 11, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. The Company may not repay the convertible note in cash. 59,800 59,800 Convertible note payable to non-related party, interest rate of 10%, unsecured, due on December 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash. 55,000 55,000 Convertible note payable to non-related party, interest rate of 10%, unsecured, due on July 7, 2016. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash. 27,466 27,466 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 20,904 21,564 Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 25, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 5,500 5,500 Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 77,947 77,947 Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 80,236 80,236 Convertible note payable to non-related party, interest rate of 10, unsecured, due on June 15, 2016. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 11,500 11,500 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 19, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 60,000 60,000 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 30, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 47,000 47,000 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 19, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 16,018 21,183 Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash. 58,941 58,941 Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 30, 2016. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash. 36,000 36,000 Convertible note payable to non-related party, interest rate of 15%, default interest rate of 22%, unsecured, due on September 11, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five days prior to conversion. The Company may not repay the convertible note in cash. 16,651 16,651 Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 28, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. The Company may not repay the convertible note in cash. 9,050 9,050 Total principal outstanding 972,014 977,839 Less: debt discounts (128,487 ) (177,863 ) Total balance $ 843,527 $ 799,976 |
Schedule of Outstanding Convertible Notes Payable Required Principal Payments | Required principal payments from March 31, 2016 forward are as follows: 2016 $ 972,014 2017 - 2018 - 2019 - 2020 - Total $ 972,014 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes all stock option activity for the three month period ending March 31, 2016: Shares Weighted- Average Exercise Price Per Share Outstanding, December 31, 2015 631,905 $ 0.30 Granted - - Exercised - - Forfeited - - Expired (183,335 ) 0.30 Outstanding, March 31, 2016 448,570 $ 0.30 |
Schedule of Outstanding and Exercisable Options | The following table discloses information regarding outstanding and exercisable options at March 31, 2016: Outstanding Exercisable Exercise Prices Number of Option Shares Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number of Option Shares Weighted Average Exercise Price $ 0.30 448,570 $ 0.30 1.74 448,570 $ 0.30 448,570 $ 0.30 1.74 448,570 $ 0.30 |
Estimated of Grant Using Black-scholes Option Pricing Model | The assumptions used in these calculations are summarized as follows: March 31, 2016 Expected term of options granted 2 - 5 years Expected volatility range 394 - 408 % Range of risk-free interest rates 1.70 – 1.73 % Expected dividend yield 0 % |
Significant Accounting Polici26
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Depreciation expense | $ 2,496 | $ 2,495 | |
Cost of goods sold | $ 138,971 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 12,837,333,612 | ||
Reclassification of prepaid expenses current | $ 34,965 | ||
Reclassification of related party payables | $ 3,000 |
Significant Accounting Polici27
Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Significant Accounting Polici28
Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 23,671 | $ 23,671 |
Accumulated depreciation | (21,209) | (18,713) |
Total | 2,462 | 4,958 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,149 | 2,149 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,273 | 6,273 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 15,249 | $ 15,249 |
Significant Accounting Polici29
Significant Accounting Policies - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Payroll tax liabilities | $ 761,396 | $ 758,773 |
Other payroll accruals | 62,039 | 45,851 |
Federal and state income taxes payable | 128,741 | 128,741 |
Other | 457,118 | 433,745 |
Total | $ 1,409,294 | $ 1,367,110 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative liability | $ 816,658 | $ 1,005,791 | |
Gain on derivative fair value adjustment | $ 270,252 | $ (137,037) | |
Fair value assumptions, expected dividend rate | 0.00% | ||
Minimum [Member] | |||
Fair value assumptions, risk free interest rate | 0.18% | ||
Fair value assumptions, expected term | 1 month 13 days | ||
Fair value assumptions, expected volatility rate | 125.00% | ||
Maximum [Member] | |||
Fair value assumptions, risk free interest rate | 0.59% | ||
Fair value assumptions, expected term | 1 year | ||
Fair value assumptions, expected volatility rate | 303.00% | ||
Fair Value, Inputs, Level 2 [Member] | |||
Gain on derivative fair value adjustment | $ 270,252 | $ 137,037 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Liabilities Measured at Fair Value On Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 816,658 | $ 1,005,791 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 816,658 | 1,005,791 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability |
Derivative Liabilities - Sche32
Derivative Liabilities - Schedule of Activity of Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance | $ 1,005,791 |
Derivative liabilities recorded | 100,097 |
Change due to note conversion | (18,978) |
Fair value adjustment | (270,252) |
Balance | $ 816,658 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Non-convertible Notes Payable [Member] | ||
Accrued interest payable | $ 12,074 | $ 7,083 |
Notes Payable - Schedule of Out
Notes Payable - Schedule of Outstanding Non-convertible Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Notes payable | $ 213,006 | $ 154,066 |
Note Payable One [Member] | ||
Total principal outstanding | 20,000 | 20,000 |
Note Payable Two [Member] | ||
Total principal outstanding | 5,000 | 5,000 |
Note Payable Three [Member] | ||
Total principal outstanding | 100,000 | 100,000 |
Note Payable Four [Member] | ||
Total principal outstanding | 33,000 | 33,000 |
Note Payable Five [Member] | ||
Total principal outstanding | 29,715 | |
Note Payable Six [Member] | ||
Total principal outstanding | 40,237 | |
Note Payable [Member] | ||
Total principal outstanding | 227,952 | 158,000 |
Less: debt discounts | (14,946) | (3,934) |
Notes payable | $ 213,006 | $ 154,066 |
Notes Payable - Schedule of O35
Notes Payable - Schedule of Outstanding Non-convertible Notes Payable (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Note Payable One [Member] | ||
Debt instrument, due date | Sep. 1, 2014 | Sep. 1, 2014 |
Debt instrument, interest rate | 0.00% | 0.00% |
Note Payable Two [Member] | ||
Debt instrument, due date | Dec. 31, 2014 | Dec. 31, 2014 |
Debt instrument, interest rate | 0.00% | 0.00% |
Note Payable Three [Member] | ||
Debt instrument, due date | Oct. 22, 2016 | Oct. 22, 2016 |
Debt instrument, interest rate | 15.00% | 15.00% |
Note Payable Four [Member] | ||
Debt instrument, due date | Apr. 29, 2016 | Apr. 29, 2016 |
Debt instrument, interest rate | 8.00% | 8.00% |
Note Payable Five [Member] | ||
Debt instrument, due date | Jun. 22, 2016 | Jun. 22, 2016 |
Debt instrument, interest rate | 8.00% | 8.00% |
Note Payable Six [Member] | ||
Debt instrument, due date | Dec. 31, 2016 | Dec. 31, 2016 |
Notes Payable - Schedule of O36
Notes Payable - Schedule of Outstanding Notes Payable Required Principal Payments (Details) - Note Payable [Member] | Mar. 31, 2016USD ($) |
2,016 | $ 227,952 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Total | $ 227,952 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible Notes Payable [Member] | ||
Accrued interest payable | $ 168,912 | $ 141,572 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible note payable | $ 843,527 | $ 799,976 |
Convertible Notes Payable One [Member] | ||
Total principal outstanding | 50,000 | 50,000 |
Convertible Notes Payable Two [Member] | ||
Total principal outstanding | 15,000 | 15,000 |
Convertible Notes Payable Three [Member] | ||
Total principal outstanding | 30,000 | 30,000 |
Convertible Notes Payable Four [Member] | ||
Total principal outstanding | 50,000 | 50,000 |
Convertible Notes Payable Five [Member] | ||
Total principal outstanding | 25,000 | 25,000 |
Convertible Notes Payable Six [Member] | ||
Total principal outstanding | 50,000 | 50,000 |
Convertible Notes Payable Seven [Member] | ||
Total principal outstanding | 25,000 | 25,000 |
Convertible Notes Payable Eight [Member] | ||
Total principal outstanding | 25,000 | 25,000 |
Convertible Notes Payable Nine [Member] | ||
Total principal outstanding | 20,000 | 20,000 |
Convertible Notes Payable Ten [Member] | ||
Total principal outstanding | 45,000 | 45,000 |
Convertible Notes Payable Eleven [Member] | ||
Total principal outstanding | 25,000 | 25,000 |
Convertible Notes Payable Twelve [Member] | ||
Total principal outstanding | 30,000 | 30,000 |
Convertible Notes Payable Thirteen [Member] | ||
Total principal outstanding | 59,800 | 59,800 |
Convertible Notes Payable Fourteen [Member] | ||
Total principal outstanding | 55,000 | 55,000 |
Convertible Notes Payable Fifteen [Member] | ||
Total principal outstanding | 27,466 | 27,466 |
Convertible Notes Payable Sixteen [Member] | ||
Total principal outstanding | 20,904 | 21,564 |
Convertible Notes Payable Seventeen [Member] | ||
Total principal outstanding | 5,500 | 5,500 |
Convertible Notes Payable Eighteen [Member] | ||
Total principal outstanding | 77,947 | 77,947 |
Convertible Notes Payable Nineteen [Member] | ||
Total principal outstanding | 80,236 | 80,236 |
Convertible Notes Payable Twenty [Member] | ||
Total principal outstanding | 11,500 | 11,500 |
Convertible Notes Payable Twenty One [Member] | ||
Total principal outstanding | 60,000 | 60,000 |
Convertible Notes Payable Twenty Two [Member] | ||
Total principal outstanding | 47,000 | 47,000 |
Convertible Notes Payable Twenty Three [Member] | ||
Total principal outstanding | 16,018 | 21,183 |
Convertible Notes Payable Twenty Four [Member] | ||
Total principal outstanding | 58,941 | 58,941 |
Convertible Notes Payable Twenty Five [Member] | ||
Total principal outstanding | 36,000 | 36,000 |
Convertible Notes Payable Twenty Six [Member] | ||
Total principal outstanding | 16,651 | 16,651 |
Convertible Notes Payable Twenty Seven [Member] | ||
Total principal outstanding | 9,050 | 9,050 |
Convertible Notes Payable [Member] | ||
Total principal outstanding | 972,014 | 977,839 |
Less: debt discounts | (128,487) | (177,863) |
Convertible note payable | $ 843,527 | $ 799,976 |
Convertible Notes Payable - S39
Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable (Details) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable One [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Feb. 13, 2015 | Feb. 13, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Two [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Apr. 8, 2016 | Apr. 8, 2016 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Three [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Mar. 21, 2016 | Mar. 21, 2016 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Four [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | May 9, 2015 | May 9, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Five [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Nov. 4, 2015 | Nov. 4, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Six [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Jul. 15, 2015 | Jul. 15, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Seven [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Sep. 3, 2015 | Sep. 3, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Eight [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Oct. 31, 2015 | Oct. 31, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Nine [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Oct. 21, 2015 | Oct. 21, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Ten [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Dec. 30, 2015 | Dec. 30, 2015 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Eleven [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Mar. 26, 2016 | Mar. 26, 2016 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Twelve [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Apr. 26, 2013 | Apr. 26, 2013 |
Debt instrument conversion price | $ 0.30 | $ 0.30 |
Convertible Notes Payable Thirteen [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Jun. 11, 2016 | Jun. 11, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. | the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. |
Convertible Notes Payable Fourteen [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Dec. 12, 2015 | Dec. 12, 2015 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. | the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. |
Convertible Notes Payable Fifteen [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Jul. 7, 2016 | Jul. 7, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. | the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. |
Convertible Notes Payable Sixteen [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, due date | May 15, 2016 | May 15, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. |
Convertible Notes Payable Seventeen [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Jun. 25, 2016 | Jun. 25, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. |
Convertible Notes Payable Eighteen [Member] | ||
Debt instrument, interest rate | 8.00% | 8.00% |
Debt instrument, due date | Jul. 7, 2016 | Jul. 7, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. |
Convertible Notes Payable Nineteen [Member] | ||
Debt instrument, interest rate | 8.00% | 8.00% |
Debt instrument, due date | Jul. 7, 2016 | Jul. 7, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. |
Convertible Notes Payable Twenty [Member] | ||
Debt instrument, interest rate | 10.00% | 10.00% |
Debt instrument, due date | Jun. 15, 2016 | Jun. 15, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. | the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Companys common stock during the twenty trading days prior to conversion. |
Convertible Notes Payable Twenty One [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, due date | May 19, 2016 | May 19, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. | the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. |
Convertible Notes Payable Twenty Two [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, due date | Sep. 30, 2016 | Sep. 30, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. | the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. |
Convertible Notes Payable Twenty Three [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, due date | Aug. 19, 2015 | Aug. 19, 2015 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. | the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. |
Convertible Notes Payable Twenty Four [Member] | ||
Debt instrument, interest rate | 22.00% | 22.00% |
Debt instrument, due date | Oct. 12, 2015 | Oct. 12, 2015 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. | the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. |
Convertible Notes Payable Twenty Five [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, due date | Aug. 30, 2016 | Aug. 30, 2016 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. | the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. |
Convertible Notes Payable Twenty Six [Member] | ||
Debt instrument, interest rate | 15.00% | 15.00% |
Debt instrument, due date | Sep. 11, 2015 | Sep. 11, 2015 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five days prior to conversion. | the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five days prior to conversion. |
Debt instrument default percentage | 22.00% | 22.00% |
Convertible Notes Payable Twenty Seven [Member] | ||
Debt instrument, interest rate | 22.00% | 22.00% |
Debt instrument, due date | Oct. 28, 2015 | Oct. 28, 2015 |
Debt instrument, convertible, terms of conversion feature | the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. | the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. |
Convertible Notes Payable - S40
Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable Required Principal Payments (Details) - Convertible Notes Payable [Member] | Mar. 31, 2016USD ($) |
2,016 | $ 972,014 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Total | $ 972,014 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Repayments of related party debt | $ 6,000 | |||
Proceeds from related party debt | 396 | |||
Development of New Technologies [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayments of related party debt | 0 | $ 1,509 | ||
Related Party One [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party debt | $ 8,000 | |||
Due from (to) related party | 5,000 | $ 5,000 | ||
Related Party Two [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party debt | $ 2,000 | |||
Due from (to) related party | $ 2,396 | $ 2,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 06, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Stockholders Equity Note [Line Items] | ||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Number of blank check preferred stock, shares | 2,500,000 | 2,500,000 | ||
Number of blank check preferred stock par value | $ 0.00001 | $ 0.00001 | ||
Debt conversion, converted instrument, amount | $ 5,825 | $ 34,000 | ||
Common stock, shares, issued | 2,775,701,670 | 2,552,409,195 | ||
Common stock, shares outstanding | 2,775,651,671 | 2,552,359,195 | ||
Common Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Weighted average discount rate, percent | 30.00% | 10.00% | ||
Debt conversion, converted instrument, shares issued | 223,292,475 | |||
Debt conversion, converted instrument, amount | $ 5,825 | |||
Series A Convertible Preferred Stock [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Number of blank check preferred stock, shares | 50,000,000 | |||
Number of blank check preferred stock par value | $ 0.0001 | |||
Preferred stock designated, shares | 10,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Jan. 29, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |||
Accrued payroll tax liabilities | $ 761,396 | $ 758,773 | |
Yielded income tax amount due | $ 92,804 | ||
Penalties and interest total | 34,337 | ||
Accrued income taxes, current | $ 127,141 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Compensation Related Costs [Abstract] | |
Shares Outstanding Beginning Balance | shares | 631,905 |
Shares, Granted | shares | |
Shares, Exercised | shares | |
Shares, Forfeited | shares | |
Shares, Expired | shares | (183,335) |
Shares Outstanding Ending Balance | shares | 448,570 |
Weighted Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 0.30 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | |
Weighted Average Exercise Price Per Share, Forfeited | $ / shares | |
Weighted Average Exercise Price Per Share, Expired | $ / shares | 0.30 |
Weighted Average Exercise Price Per Share, Ending Balance | $ / shares | $ 0.30 |
Stock Options - Schedule of Out
Stock Options - Schedule of Outstanding and Exercisable Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stock Options And Warrants [Line Items] | ||
Outstanding, Number of Option Shares | 448,570 | 631,905 |
Outstanding, Weighted Average Exercise Price | $ 0.30 | $ 0.30 |
Outstanding, Weighted Average Remaining Life (Years) | 1 year 8 months 26 days | |
Exercisable, Number of Option Shares | 448,570 | |
Exercisable, Weighted Average Exercise Price | $ 0.30 | |
Exercise Price Range One [Member] | ||
Stock Options And Warrants [Line Items] | ||
Weighted Average Exercise Price | $ 0.30 | |
Outstanding, Number of Option Shares | 448,570 | |
Outstanding, Weighted Average Exercise Price | $ 0.30 | |
Outstanding, Weighted Average Remaining Life (Years) | 1 year 8 months 26 days | |
Exercisable, Number of Option Shares | 448,570 | |
Exercisable, Weighted Average Exercise Price | $ 0.30 |
Stock Options - Estimated of Gr
Stock Options - Estimated of Grant Using Black-scholes Option Pricing Model (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Options And Warrants [Line Items] | |
Expected volatility range, Minimum | 394.00% |
Expected volatility range, Maximum | 408.00% |
Range of risk-free interest rates, Minimum | 1.70% |
Range of risk-free interest rates, Maximum | 1.73% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Stock Options And Warrants [Line Items] | |
Expected term of options granted | 2 years |
Maximum [Member] | |
Stock Options And Warrants [Line Items] | |
Expected term of options granted | 5 years |
Equity Line of Credit (Details
Equity Line of Credit (Details Narrative) - Common Stock [Member] - USD ($) | Aug. 06, 2015 | Mar. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Long-term line of credit | $ 5,000,000 | |
Line of credit facility, maximum borrowing capacity | 100,000 | |
Line of credit facility, minimum borrowing capacity | $ 5,000 | |
Debt instrument, term | 24 months | |
Weighted average discount rate, percent | 30.00% | 10.00% |
Debt instrument, redemption price, percentage | 3.00% | |
Line of credit facility, average outstanding amount | $ 150,000 | |
Line of credit facility, description | The agreement requires the Company to issue 3% of the total credit line, or $150,000, in common stock with an issue price equal to the average of the daily volume weighted average prices of the Companys common stock during the five business days immediately preceding the due date of the issuance. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 30, 2017 | May 10, 2017 | Apr. 25, 2017 | Mar. 09, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 28, 2017 |
Number of common stock conversion on convertible note payable | $ 5,825 | $ 34,000 | ||||||
Proceeds from notes payable | 53,955 | |||||||
Debt original issue discount | 128,487 | $ 177,863 | ||||||
Repayments of notes payable | $ 3,263 | |||||||
Convertible Notes Payable One [Member] | ||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||
Debt instrument maturity date | Feb. 13, 2015 | Feb. 13, 2015 | ||||||
Convertible Notes Payable Two [Member] | ||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||
Debt instrument maturity date | Apr. 8, 2016 | Apr. 8, 2016 | ||||||
Subsequent Event [Member] | ||||||||
Number of common stock conversion on convertible note payable, shares | 1,791,282,420 | |||||||
Number of common stock conversion on convertible note payable | $ 87,289 | |||||||
Number of common shares issued for common shares services provided | 260,000,000 | |||||||
Number of common shares issued for common shares services provided, value | $ 42,000 | |||||||
Convertible note payable amount | $ 1,300,000 | |||||||
Debt instrument interest rate | 6.00% | |||||||
Debt consideration | $ 1,800,000 | |||||||
Cash payment of debt | $ 500,000 | |||||||
Debt instrument maturity date | Mar. 31, 2022 | |||||||
Repayments of notes payable | $ 152,693 | |||||||
Revolving credit facility borrowing capacity | 5,000,000 | |||||||
Related party advances | 1,500,000 | |||||||
Related party costs | 631,855 | |||||||
Proceeds from issuance of debt | $ 868,145 | |||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Number of preferred shares issued for acquisitions | 7,500,000 | |||||||
Subsequent Event [Member] | Line of Credit [Member] | ||||||||
Debt instrument interest rate | 12.00% | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Notes Payable One [Member] | ||||||||
Convertible note payable amount | $ 21,230 | $ 21,230 | ||||||
Original issue discount, percent | 10.00% | |||||||
Proceeds from notes payable | $ 19,300 | |||||||
Debt instrument interest rate | 12.00% | |||||||
Debt instrument, convertible, terms of conversion feature | The note is convertible into shares of the Companys common stock at a rate equal to a 42% discount from the lowest intra-day trading price for the Companys common stock during the twenty days prior to conversion. | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Notes Payable Two [Member] | ||||||||
Convertible note payable amount | $ 11,250 | $ 11,250 | ||||||
Proceeds from notes payable | $ 9,750 | |||||||
Debt instrument interest rate | 12.00% | |||||||
Debt instrument, convertible, terms of conversion feature | The note is convertible into shares of the Companys common stock at a rate equal to a 42% discount from the lowest intra-day trading price for the Companys common stock during the twenty days prior to conversion. | |||||||
Debt original issue discount | $ 1,500 | |||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Stock issuance price per share | $ 0.0001 | |||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Stock issuance price per share | $ 0.0002 | |||||||
Subsequent Event [Member] | Accrued Interest [Member] | ||||||||
Number of common stock conversion on convertible note payable, shares | 316,611,256 | |||||||
Number of common stock conversion on convertible note payable | $ 17,160 |