Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Spiral Energy Tech., Inc. | ||
Entity Central Index Key | 1,552,189 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 15,244,885 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 41,692 | |
Restricted cash | $ 72,342 | |
Accounts receivable, net allowance for doubtful accounts of $0 and $0, respectively | $ 1,491 | |
Due from related parties | $ 7,010 | 6,115 |
Investment in marketable securities | 805 | |
Prepaid expenses | 4,167 | |
Deferred tax | 3,201 | |
Total current assets | $ 79,352 | 57,471 |
Property and equipment, net of accumulated depreciation of $1,914 and $4,661, respectively. | 1,453 | 23,706 |
Intellectual property, net | 4,080 | 3,630 |
TOTAL ASSETS | 84,885 | $ 84,807 |
Current Liabilities | ||
Bank overdraft | 1,172 | |
Accounts payable | 75,483 | $ 32,043 |
Accrued expenses | 1,550 | $ 7,000 |
Note payable | 100,000 | |
Total Current Liabilities | 178,205 | $ 39,043 |
TOTAL LIABILITIES | $ 178,205 | $ 39,043 |
Stockholders' (Deficit) Equity | ||
Preferred stock: 50,000,000 authorized; $0.0001 par value 0 shares issued and outstanding | ||
Common stock: 200,000,000 shares authorized; $0.0001 par value 15,244,885 and 15,144,885 shares issued and outstanding, respectively | $ 1,524 | $ 1,514 |
Additional paid-in capital | $ 642,115 | 429,442 |
Accumulated other comprehensive loss | (6,210) | |
Accumulated deficit | $ (736,959) | (378,982) |
Total Stockholders'(Deficit) Equity | (93,320) | 45,764 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 84,885 | $ 84,807 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Accumulated depreciation, property and equipment | $ 1,914 | $ 4,661 |
Preferred stock, shares authorized | 50,000,000 | |
Preferred stock, par value per share | $ .0001 | |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 200,000,000 | |
Common stock, par value per share | $ .0001 | |
Common stock, shares issued | 15,244,885 | 15,144,885 |
Common stock, shares outstanding | 15,244,885 | 15,144,885 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 213 | $ 852 |
Operating Expenses | ||
Stock-based compensation | 5,000 | 55,010 |
General and administration | 108,400 | 167,493 |
Professional | 176,286 | 138,498 |
Research and development | 77,344 | $ 58,320 |
Impairment on equipment | 20,625 | |
Depreciation and amortization | 1,627 | $ 1,789 |
Total operating expenses | 389,282 | 421,110 |
Net loss from operations | $ (389,069) | (420,258) |
Other Income (loss) | ||
Other income | 9,436 | |
Gain on sale of marketable securities | $ 114,251 | |
Debt forgiveness | $ 41,307 | |
Impairment on marketable securities | (10,215) | |
Total other (loss) income | 31,092 | $ 123,687 |
Net loss before income taxes | $ (357,977) | $ (296,571) |
Provision for income tax | ||
Net Loss | $ (357,977) | $ (296,571) |
Other comprehensive loss, net of tax | (108,320) | |
Total Comprehensive Loss | $ (357,977) | $ (404,891) |
Basic and Diluted Loss per Common Share | $ (0.02) | $ (0.02) |
Weighted Average Number of Common Shares Outstanding | 15,147,625 | 13,073,160 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance, beginning of period, Shares at Dec. 31, 2013 | 12,094,885 | ||||
Balance, beginning of period, Value at Dec. 31, 2013 | $ 1,209 | $ 172,788 | $ 102,110 | $ (82,411) | $ 193,696 |
Stock issued for services to related party and consultant, September 2, 2014, Shares | 1,050,000 | ||||
Stock issued for services to related partyand consultant, September 2, 2014, Amount | $ 105 | 54,705 | 54,810 | ||
Stock issued for services to related party, September 8, 2014, Shares | 2,000,000 | ||||
Stock issued for services to related party, September 8, 2014, Amount | $ 200 | $ 200 | |||
Shares issued to related party, Shares | 50,000 | ||||
Shares issued to related party, Amount | $ 55,010 | ||||
Common stock surrendered | |||||
Other comprehensive loss | (108,109) | $ (108,320) | |||
Impairment of investment in marketable | (108,320) | ||||
Net Loss | (296,571) | $ (296,571) | |||
Balance, end of period, Shares at Dec. 31, 2014 | 15,144,885 | 15,144,885 | |||
Balance, end of period, Value at Dec. 31, 2014 | $ 1,514 | 429,442 | (6,210) | (378,982) | $ 45,764 |
Shares issued to related party, Shares | 100,000 | 100,000 | |||
Shares issued to related party, Amount | $ 10 | 4,990 | $ 5,000 | ||
Stock issued for services to related party, Shares | 100,000 | ||||
Other comprehensive loss | |||||
Impairment of investment in marketable | $ 6,210 | $ 6,210 | |||
Net Loss | (357,977) | $ (357,977) | |||
Balance, end of period, Shares at Dec. 31, 2015 | 15,244,885 | 15,244,885 | |||
Balance, end of period, Value at Dec. 31, 2015 | $ 1,524 | $ 642,115 | $ (736,959) | $ (93,320) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (357,977) | $ (296,571) |
Adjustments to reconcile net loss to cash used in operations: | ||
Depreciation and amortization | 1,627 | 1,789 |
Expenses incurred on behalf of related company | (358,807) | $ (48,216) |
Expenses paid by related company | 68,885 | |
Bad debt | 1,704 | |
Debt forgiveness | 41,307 | |
Impairment on equipment | 20,625 | |
Impairment on investment in marketable securities | 10,215 | |
Stock-based compensation | $ 5,000 | $ 55,010 |
Write-off of website development costs | 9,000 | |
Gain on sale of marketable securities | (114,251) | |
(Increase) decrease in operating assets: | ||
Accounts receivable | $ (213) | (852) |
Due from related parties | (895) | (6,115) |
Prepaid expenses | 4,167 | $ (4,167) |
Restricted cash | (72,342) | |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 84,748 | $ 2,723 |
Accrued expenses | (5,450) | 2,000 |
Net Cash Used In Operating Activities | $ (640,020) | (399,650) |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment | (6,018) | |
Patent acquisition costs | (3,630) | |
Net Cash Used In Investing Activities | $ (9,648) | |
Cash Flows From Financing Activities: | ||
Bank overdraft | $ 1,172 | |
Proceeds from sale of marketable securities | $ 165,326 | |
Proceeds from issuance of note payable | $ 100,000 | |
Proceeds from related party (contributed capital) | 497,156 | $ 250,165 |
Net Cash Provided By Financing Activities | 598,328 | 415,491 |
Net (decrease) increase in cash and cash equivalents | (41,692) | 6,193 |
Cash and cash equivalents at beginning of period | $ 41,692 | 35,499 |
Cash and cash equivalents at end of period | $ 41,692 | |
Supplemental Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-Cash transactions: | ||
Purchase of Patent by related party | $ 450 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION | Spiral Energy Tech, Inc. (Spiral, our, us, we or the Company) was incorporated on January 18, 2008 in the State of Nevada. On May 16, 2013, we filed a certificate of amendment to the Companys amended and restated articles of incorporation to change our name to Spiral Energy Tech., Inc. from Solid Solar Energy, Inc. Our primary business focus has been on developing and commercializing our proprietary SkyPorts drone support and Energy Demand Network (EDEN) technology and our XTRAX (R) remote monitoring system. Since our inception in 2008, we have devoted substantially all of our efforts and resources to design, research and development activities. We have had no product sales from inception through December 31, 2015. Our losses from operations have been funded primarily with the proceeds of equity and debt financings and proceeds from the sale of our XTRAX (R) patents to Endeavor, LLP (Endeavor). As of December 31, 2015, we have no self-developed or licensed products available for sale. There can be no assurance that our technology will be commercially successful. In addition, we operate in an environment of rapid change in technology and are dependent upon the services of consultants and subcontractors. On October 1, 2014, we entered into a Merger Agreement with Fuse Science, Inc. (Fuse) and Acquisition Sub. Upon the closing of the Merger, Acquisition Sub merged with and into Spiral, and Spiral, as the surviving entity, became a 51% majority-owned subsidiary of Fuse. As a result of the Merger, among other effects, at the effective time of the Merger, (i) 51% of Spirals shares of common stock issued and outstanding immediately prior to the effective time (calculated on a pro rata basis among the shareholders of Spiral immediately prior to the effective time of the Merger) were automatically cancelled and retired and ceased to exist and certificates previously evidencing any such shares thereafter represented the right to receive an aggregate of 150,000,000 newly issued shares of common stock, par value $0.001 per share, of Fuse, or, at the election of any holder of Spiral common stock who, as a result of receiving shares of Fuse common stock in connection with the Merger would hold in excess of 4.9% of the issued and outstanding shares of Fuse common stock, shares of Series C Convertible Preferred Stock, par value $0.001 per share, of Fuse; (ii) 49% of the Spiral shares issued and outstanding immediately prior to the effective time (calculated on a pro rata basis among the shareholders of Spiral immediately prior to the effective time of the Merger) remained outstanding and (iii) the shares of common stock of Merger Sub, par value $0.0001 per share, held by Fuse immediately prior to the effective time of the Merger, by virtue of the Merger and without any action on the part of Fuse, were converted into the right to receive an aggregate of 7,723,892 shares of Spiral, which at the time of the Merger represented 51% of Spirals issued and outstanding common stock. Subsequent to June 30, 2015, Fuse delivered shares of Spiral to third parties as payment for various costs and expenses. As a result of these transfers, as of the date hereof, Fuse holds less than 7.5% of Spirals current outstanding shares. On January 29, 2016, Ezra Green resigned as our CEO and member of our board of directors (the Board). Concurrently with the resignation of Ezra Green, the Board appointed Elliot Maza to serve as our new Chief Executive Officer and as a member of the Board. In addition, Mr. Maza will continue to serve as our Chief Financial Officer. Mr. Maza, with the Boards approval, has undertaken a strategic review of the Companys operations and upon conclusion of such review, will recommend to the Board strategic alternatives for optimizing the Companys asset portfolio, including divestiture of the current asset portfolio in favor of new lines of business. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | These financial statements are presented on the basis that we will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. No adjustment has been made to the carrying amount and classification of our assets and the carrying amount of our liabilities based on the going concern uncertainty. We have considered ASU 2014-15 in consideration of reporting requirements of the going concern financial statements. Since our inception in 2008, we have generated losses from operations and we anticipate that we will continue to generate significant losses from operations for the foreseeable future. As of December 31, 2015, we had $0 in cash or cash equivalents and a bank overdraft of $1,172. As of December 31, 2015, we had a capital deficiency of $98,853 and our accumulated deficit was $736,959. We had a loss from operations of $389,069 for the year ended December 31, 2015 and $420,258 for the year ended December 31, 2014. Our cash used in operations was $640,020 and $399,650 for the years ended December 31, 2015 and 2014, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern. We anticipate that our existing capital resources will enable us to continue operations for the next several months. If we fail to raise additional capital or obtain substantial cash inflows from existing or potential partners within the next few months, we may be forced to cease operations. We cannot assure you that financing will be available in a timely manner, on favorable terms or at all. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation Use of Estimates. Stock-Based Compensation. We may issue restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is measurable more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. Research and Development Expenses. Revenue Recognition Fair Value Measurements. ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. Cash and Cash Equivalents. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. We have not experienced any losses on such accounts and we do not believe we are exposed to any significant credit risk. Cash and cash equivalents of $0 and a bank overdraft of $1,172, and as of December 31, 2014 we had cash and cash equivalents of $41,692. Restricted Cash. The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. At December 31, 2015 and 2014, the Company's current restricted cash consisted of cash held in trust account of $72,342 and $0, respectively. M arketable Securities. Long-Lived Assets Including Other Acquired Intangible Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, we estimate fair value by using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We recognized impairment losses of $20,625 for the year ended December 31, 2015. Related Parties. Related Party Disclosures, Income Taxes. We account for income taxes under ASC 740 Income Taxes Earnings per Share Earnings per Share Comprehensive Income (Loss). Recent Accounting Pronouncements During the fourth quarter of 2014, the Company adopted Accounting Standards Update ("ASU") 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The adoption of this guidance has not had a material impact on the Companys financial position, results of operations or cash flows. During the first quarter of 2015, the company adopted FASBs guidance on reporting discontinued operations and disclosures of disposals of components of an entity. This standard raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The adoption of this guidance has not had a material impact on its financial position, results of operations or cash flows. During the fourth quarter of 2015, the Company adopted ASU 2015-03, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, and amortization of those costs should be reported as interest expense. This ASU is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted for financial statements that have not been previously issued. The new guidance should be applied on a retrospective basis for each period presented in the balance sheet. The adoption of this guidance has not had a material impact on its financial position, results of operations or cash flows. In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Recent Accounting Pronouncements Issued But Not Adopted as of December 31, 2015 In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This standard provides guidance about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company expects to adopt this guidance on January 1, 2017. The Company does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
MARKETABLE SECURITIES | We own 50,000 common shares of Endeavor IP, Inc. (Endeavor), which we received in May 2013 upon the sale of our XTRAX (R) patents to Endeavor. Our marketable equity securities have been classified and accounted for as available-for-sale. We recognized an impairment of $10,215 in our marketable securities for the year ended December 31, 2015. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Property consists of equipment purchased for the production of revenues. The following table shows the Companys property and equipment as of December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Estimated Service Lives in Years Production equipment $ 900 $ 25,900 5-20 Office and computer 2,467 2,467 3 Total property and equipment 3,367 28,367 Less accumulated depreciation 1,914 4,661 Property and equipment, net $ 1,453 $ 23,706 Assets are depreciated over there useful lives when placed in service. Depreciation expense was $1,627 and $1,789 for the year ended December 31, 2015 and 2014, respectively. We recognized an impairment loss of $20,625 on production equipment for the year ended December 31, 2015. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | As described further in Note 12. Subsequent Events, on December 16, 2015, we received a subscription for 2,500,000 shares of our common stock, for $100,000 from one institutional investor. As of December 31, 2015, we failed to issue the shares. On February 12, 2016, the subscription was rescinded and the $100,000 deposit was mutually agreed to be treated as a short term loan and the balance of $72,342 in escrow account was shown as Restricted cash on the balance sheet . Accordingly, we have recorded the $100,000 loan amount as a Note Payable as of December 31, 2015. The Note Payable is unsecured, non-interest bearing, and is due on demand. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | As of December 31, 2015, the Company has a deferred tax asset, resulting from benefits of net operating loss carry forward generated from inception, which expire in varying amounts between 2028 and 2035. Management believes it is more likely than not that the deferred tax assets will not be realized. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize deferred tax assets through future operations. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net income (loss) before provision for income taxes. As of December 31, 2015, there was approximately $121,700 in deferred tax assets, which were off-set by an equal valuation allowance. The Company has not taken positions contrary to the Internal Revenue Code, however, the tax years of 2011 through 2015 remain subject to audit by the Internal Revenue Service. As of December 31, 2015 and 2014, the Company had a deferred tax asset of $0 and $3,201, respectively, attributable to the valuations (unrealized) of the marketable securities available for sale. The tax effects of temporary differences that give rise to the Companys net deferred tax asset as of December 31, 2015 and 2014 are as follows: December 31, December 31, 2015 2014 Current tax benefit $ (121,700 ) $ (100,800 ) Valuation allowance 121,700 100,800 Total tax expense $ - $ - December 31, December 31, 2015 2014 Balance forward $ 128,800 $ 28,000 Change in deferred tax asset 121,700 100,800 Total deferred tax asset 250,500 128,800 Valuation allowance (250,500 ) (128,800 ) Total tax expense $ - $ - |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | Common Stock. Preferred Stock. On February 17, 2016, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to five million (5,000,000) shares, par value $0.0001 and a class of preferred stock entitled Series B-2 Preferred Stock, consisting of up to six million (6,000,000) shares, par value $0.0001, with a stated value of $0.25 per share (see Note 12, Subsequent Events Warrants and Options |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | The following table details the changes in accumulated other comprehensive income (AOCI) for the period ended December 31, 2015: Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ (6,210 ) Other comprehensive loss on available-for-sale securities, net of tax 6,210 Balance at December 31, 2015 $ - We recognized an impairment loss of $10,215 in our marketable securities and no accumulated other comprehensive income for the year ended December 31, 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector. These agreements are typically with business partners, clinical sites, and suppliers. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to our product candidates, use of such product candidates, or other actions taken or omitted by us. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, we have no liabilities recorded for these provisions as of December 31, 2015 and 2014. In the normal course of business, we may be confronted with issues or events that may result in a contingent liability. These generally relate to lawsuits, claims, environmental actions or the action of various regulatory agencies. If necessary, management consults with counsel and other appropriate experts to assess any matters that arise. If, in managements opinion, we have incurred a probable loss as set forth by accounting principles generally accepted in the United States, an estimate is made of the loss, and the appropriate accounting entries are reflected in our financial statements. We do not anticipate that liabilities arising out of currently pending or threatened lawsuits and claims will have a material adverse effect on our financial position, results of operations or cash flows. |
RELATED PARTY CONSIDERATIONS
RELATED PARTY CONSIDERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY CONSIDERATIONS | Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. We have not formulated a policy for the resolution of such conflicts. We do not have employment contracts with our key employees, including the officers of the Company. In December 2015, we issued 100,000 shares of common stock to Elliot Maza, our Chief Executive and Chief Financial Officer, for services valued at $5,000. In September 2014, we issued 1,000,000 shares of common stock to Ezra Green, our former Chief Executive Officer, for services valued at $52,200. During the years ended December 31, 2015 and 2014, Mr. Green, received cash and stock-based compensation in the amount of $0 and $193,700, respectively. In September 2014, Mr. Bhansali, , for During the year ended December 31, 2015, we received $497,156 from Fuse Science, Inc. (Fuse) and paid $358,808 of expenses on behalf of Fuse, which as of June 30, 2015, owned 7,723,892 (51%) of Spiral shares. During the three months ended September 30, 2015, Fuse sold 6,600,000 of their Spiral shares in private transactions, which reduced their ownership to 7.4%. Of these shares, 6,200,000 were sold for the benefit of Spiral and recorded as a contribution to capital of $25,595. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In accordance with authoritative guidance, we have evaluated any events or transactions occurring after December 31, 2015, the balance sheet date, through the date of filing of this report and note that there have been no such events or transactions that would require recognition or disclosure in the consolidated financial statements as of and for the year ended December 31, 2015, except as disclosed below. On December 16, 2015, we received a subscription for 2,500,000 shares of our common stock, for $100,000 from one institutional investor (the Investor). As of December 31, 2015, we failed to issue the shares. On February 12, 2016, the subscription was rescinded and the $100,000 deposit was mutually agreed to be treated as a short term loan (the Loan). On February 16, 2016, we agreed with the Investor to exchange 1,342,100 shares of common stock held by the Investor for 1.1 million shares of Series A Preferred Stock; extinguish the $100,000 Loan for 400,000 shares of Series B-2 Preferred Stock ($0.25 per share); and issue to the Investor an additional 200,000 shares of Series B-2 Preferred Stock) for $50,000 upon filing of the Certificate of Designation therefor and completion of a recapitalization of the Company, which is expected to occur on or prior to February 29, 2016. On February 17, 2016, pursuant to Article 3.03 of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to five million (5,000,000) shares, par value $0.0001. With respect to rights on liquidation, winding up and dissolution, the Series A Preferred Stock ranks pari passu to the class of common stock. Shares of Series A Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Shares of Series A Preferred Stock are convertible, at the option of the holder, into shares of our common stock on a one (1) for one (1) basis, subject to a limitation that the Company shall not effect any conversion of any preferred shares held by a holder to the extent that such holder or any of its affiliates would beneficially own in excess of 4.99% of our common stock following the conversion. A holder may increase this limitation to 9.99% upon 60 days written notice to the Company. All outstanding shares of Series A Preferred Stock shall be automatically converted to shares of common stock thirty (30) days after the closing of a contemplated acquisition and a minimum private offering of our Series B-2 Preferred Stock. Holders of Series A Preferred Stock have the right to vote as-if-converted to common stock all matters submitted to a vote of holders of the Companys common stock. Also on February 17, 2016 and pursuant to Article 3.03 of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B-2 Preferred Stock, consisting of up to six million (6,000,000) shares, par value $0.0001, with a stated value of $0.25 per share. With respect to rights on liquidation, winding up and dissolution, holders of Series B-2 Preferred Stock will be paid in cash in full, before any distribution is made to any holder of common or other classes of capital stock, an amount of $0.25 per share. Shares of Series B-2 Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Shares of Series B-2 Preferred Stock are convertible, at the option of the holder, into shares of our common stock on a one (1) for one (1) basis. Holders of Series B-2 Preferred Stock have the right to vote as-if-converted to common stock all matters submitted to a vote of holders of the Companys common stock. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates. |
Stock-Based Compensation | Stock-Based Compensation. We may issue restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is measurable more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. |
Research and Development Expenses | Research and Development Expenses. |
Revenue Recognition | Revenue Recognition |
Fair Value Measurements | Fair Value Measurements. ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. We have not experienced any losses on such accounts and we do not believe we are exposed to any significant credit risk. Cash and cash equivalents of $0 and a bank overdraft of $1,172, and as of December 31, 2014 we had cash and cash equivalents of $41,692. |
Restricted Cash | Restricted Cash. The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. At December 31, 2015 and 2014, the Company's current restricted cash consisted of cash held in trust account of $72,342 and $0, respectively. |
Marketable Securities | Marketable Securities. |
Long-Lived Assets Including Other Acquired Intangible Assets | Long-Lived Assets Including Other Acquired Intangible Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, we estimate fair value by using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We recognized impairment losses of $20,625 for the year ended December 31, 2015. |
Related Parties | Related Parties. Related Party Disclosures, |
Income Taxes | Income Taxes. We account for income taxes under ASC 740 Income Taxes |
Earnings per Share | Earnings per Share Earnings per Share |
Comprehensive Income (Loss) | Comprehensive Income (Loss). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements During the fourth quarter of 2014, the Company adopted Accounting Standards Update ("ASU") 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The adoption of this guidance has not had a material impact on the Companys financial position, results of operations or cash flows. During the first quarter of 2015, the company adopted FASBs guidance on reporting discontinued operations and disclosures of disposals of components of an entity. This standard raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The adoption of this guidance has not had a material impact on its financial position, results of operations or cash flows. During the fourth quarter of 2015, the Company adopted ASU 2015-03, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, and amortization of those costs should be reported as interest expense. This ASU is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted for financial statements that have not been previously issued. The new guidance should be applied on a retrospective basis for each period presented in the balance sheet. The adoption of this guidance has not had a material impact on its financial position, results of operations or cash flows. In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Recent Accounting Pronouncements Issued But Not Adopted as of December 31, 2015 In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This standard provides guidance about managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company expects to adopt this guidance on January 1, 2017. The Company does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | December 31, 2015 December 31, 2014 Estimated Service Lives in Years Production equipment $ 900 $ 25,900 5-20 Office and computer 2,467 2,467 3 Total property and equipment 3,367 28,367 Less accumulated depreciation 1,914 4,661 Property and equipment, net $ 1,453 $ 23,706 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | December 31, December 31, 2015 2014 Current tax benefit $ (121,700 ) $ (100,800 ) Valuation allowance 121,700 100,800 Total tax expense $ - $ - December 31, December 31, 2015 2014 Balance forward $ 128,800 $ 28,000 Change in deferred tax asset 121,700 100,800 Total deferred tax asset 250,500 128,800 Valuation allowance (250,500 ) (128,800 ) Total tax expense $ - $ - |
ACCUMULATED OTHER COMPREHENSI22
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Accumulated other comprehensive income | Accumulated Other Comprehensive Loss Balance at December 31, 2014 $ (6,210 ) Other comprehensive loss on available-for-sale securities, net of tax 6,210 Balance at December 31, 2015 $ - |
BUSINESS DESCRIPTION (Details N
BUSINESS DESCRIPTION (Details Narrative) | 12 Months Ended |
Dec. 31, 2015 | |
Date of incorporation | Jan. 18, 2008 |
State of incorporation | Nevada |
Current Fiscal Year End Date | --12-31 |
Fuse Science [Member] | |
Equity ownership | 51.00% |
Fuse Ownership [Member] | |
Equity ownership | 7.50% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 41,692 | $ 35,499 | |
Bank overdraft | $ 1,172 | ||
Accumulated deficit | (736,959) | $ (378,982) | |
Net loss from operations | (389,069) | (420,258) | |
Net Cash Used In Operating Activities | $ (640,020) | $ (399,650) |
SIGNIFICANT ACCOUNTING POLICI25
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share based expense | $ 5,000 | $ 55,010 | |
Research and development | $ 77,344 | 58,320 | |
Cash and cash equivalents | $ 41,692 | $ 35,499 | |
Restricted cash | $ 72,342 | ||
Other comprehensive loss on available-for-sale securities, net of tax | 6,210 | $ (108,320) | |
Bank overdraft | 1,172 | ||
Marketable securities impairment | 10,215 | ||
Impairment on equipment | $ 20,625 | ||
Deferred tax | $ 3,201 | ||
Other comprehensive loss, net of tax | $ (108,320) | ||
Computer Equipment [Member] | |||
Property and equipment, estimated useful life | 3 years | ||
Equipment [Member] | Minimum [Member] | |||
Property and equipment, estimated useful life | 5 years | ||
Equipment [Member] | Maximum [Member] | |||
Property and equipment, estimated useful life | 20 years |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity ownership, shares | 15,244,885 | 15,144,885 |
Marketable securities impairment | $ 10,215 | |
Endeavor IP [Member] | ||
Equity ownership, shares | 50,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and equipment | $ 3,367 | $ 28,367 |
Less accumulated depreciation | 1,914 | 4,661 |
Property and equipment, net | 1,453 | 23,706 |
Equipment [Member] | ||
Property and equipment | $ 900 | 25,900 |
Equipment [Member] | Minimum [Member] | ||
Property and equipment, estimated useful life | 5 years | |
Equipment [Member] | Maximum [Member] | ||
Property and equipment, estimated useful life | 20 years | |
Computer Equipment [Member] | ||
Property and equipment | $ 2,467 | $ 2,467 |
Property and equipment, estimated useful life | 3 years |
PROPERTY AND EQUIPMENT (Detai28
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 1,627 | $ 1,789 |
Impairment on equipment | $ 20,625 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 12, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Stock subscription | 2,500,000 | ||
Proceeds from stock subscription | $ 100,000 | ||
Short term loan | $ 100,000 | ||
Note payable | 100,000 | ||
Restricted cash | $ 72,342 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current tax benefit | $ (121,700) | $ (100,800) |
Valuation allowance | $ 121,700 | $ 100,800 |
Total tax expense | ||
Balance forward | $ 128,800 | $ 28,000 |
Change in deferred tax asset | 121,700 | 100,800 |
Total deferred tax asset | 250,500 | 128,800 |
Valuation allowance | $ (250,500) | $ (128,800) |
Total tax expense |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statutory federal income tax rate | 34.00% | |
Change in deferred tax asset | $ 121,700 | $ 100,800 |
Valuation allowance | $ 112,100 | 100,800 |
Deferred tax | $ 3,201 | |
Minimum [Member] | ||
Tax Credit Carryforward, Expiration Date | Jan. 1, 2028 | |
Income tax, subject to audit | 2,011 | |
Maximum [Member] | ||
Tax Credit Carryforward, Expiration Date | Dec. 31, 2035 | |
Income tax, subject to audit | 2,015 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Feb. 17, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Common stock, shares authorized | 200,000,000 | |||
Common stock, par value per share | $ .0001 | |||
Common stock, shares issued | 15,244,885 | 15,144,885 | ||
Common stock, shares outstanding | 15,244,885 | 15,144,885 | ||
Shares issued during period | 3,050,000 | |||
Shares issued for services | 100,000 | 50,000 | ||
Shares issued to related party, value | $ 5,000 | $ 55,010 | ||
Preferred stock, shares authorized | 50,000,000 | |||
Preferred stock, par value per share | $ .0001 | |||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Common stock shares issuances | 3,050,000 | |||
Warrants outstanding | ||||
Options outstanding | ||||
Former CEO [Member] | ||||
Shares issued for services | 1,000,000 | |||
Shares issued to related party, value | $ 52,200 | $ 0 | $ 193,700 | |
Vendor [Member] | ||||
Shares issued for services | 50,000 | |||
Shares issued to related party, value | $ 2,610 | |||
Former Officer [Member] | ||||
Shares issued for services | 2,000,000 | |||
Shares issued to related party, value | $ 200 | |||
Series A Preferred Stock [Member] | ||||
Shares issued during period | 1,100,000 | |||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value per share | $ .0001 | |||
Common stock shares issuances | 1,100,000 | |||
Series B-2 Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 6,000,000 | |||
Preferred stock, par value per share | $ 0.0001 | |||
Preferred stock, stated value | $ 0.25 |
ACCUMULATED OTHER COMPREHENSI33
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Beginning | $ (6,210) | |
Other comprehensive loss on available-for-sale securities, net of tax | $ 6,210 | $ (108,320) |
Net-of-Tax Amount | $ (6,210) |
ACCUMULATED OTHER COMPREHENSI34
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Marketable securities impairment | $ 10,215 |
RELATED PARTY CONSIDERATIONS (D
RELATED PARTY CONSIDERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Shares issued to related party | 100,000 | 50,000 | |||||
Shares issued to related party, value | $ 5,000 | $ 55,010 | |||||
Proceeds from related party (contributed capital) | 497,156 | 250,165 | |||||
Expenses incurred on behalf of a parent company | (358,807) | (48,216) | |||||
Chief Executive Officer [Member] | |||||||
Shares issued to related party | 100,000 | ||||||
Shares issued to related party, value | $ 5,000 | ||||||
Former CEO [Member] | |||||||
Shares issued to related party | 1,000,000 | ||||||
Shares issued to related party, value | $ 52,200 | 0 | $ 193,700 | ||||
Paradox [Member] | |||||||
Commission payment | $ 1,048 | ||||||
Royalty revenues | $ 10,485 | ||||||
Former Officer [Member] | |||||||
Shares issued to related party | 2,000,000 | ||||||
Shares issued to related party, value | $ 200 | ||||||
Fuse Science Inc. [Member] | |||||||
Proceeds from related party (contributed capital) | 497,156 | ||||||
Expenses incurred on behalf of a parent company | $ 354,810 | ||||||
Equity ownership, shares | 7,723,892 | ||||||
Equity ownership | 7.40% | 51.00% | |||||
Sale of shares of stock | 6,600,000 | ||||||
Fuse Science Inc. [Member] | Other Income [Member] | |||||||
Sale of shares of stock | 6,200,000 | ||||||
Contributed capital | $ 25,595 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 16, 2016 | Feb. 12, 2016 | Feb. 17, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stock subscription | 2,500,000 | ||||
Proceeds from stock subscription | $ 100,000 | ||||
Short term loan | $ 100,000 | ||||
Conversion of debt, debt amount | $ 100,000 | ||||
Common stock converted to preferred stock | 1,342,100 | ||||
Shares issued, new issuance | 3,050,000 | ||||
Preferred stock, shares authorized | 50,000,000 | ||||
Preferred stock, par value per share | $ .0001 | ||||
Series A Preferred Stock [Member] | |||||
Shares issued, new issuance | 1,100,000 | ||||
Preferred stock, shares authorized | 5,000,000 | ||||
Preferred stock, par value per share | $ .0001 | ||||
Preferred stock conversion basis | Shares of Series A Preferred Stock are convertible, at the option of the holder, into shares of our common stock on a one (1) for one (1) basis | ||||
Series B-2 Preferred Stock [Member] | |||||
Shares issued in conversion of debt | 400,000 | ||||
Stock issued for services | 200,000 | ||||
Issuance of stock for services, value | $ 50,000 | ||||
Preferred stock, shares authorized | 6,000,000 | ||||
Preferred stock, par value per share | $ 0.0001 | ||||
Preferred stock, stated value | $ 0.25 | ||||
Preferred stock conversion basis | Shares of Series B-2 Preferred Stock are convertible, at the option of the holder, into shares of our common stock on a one (1) for one (1) basis. |