Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 23, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | Apptigo International, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,562,738 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,301,275,642 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Assets, Current | ||
Cash | $ 3,470 | $ 334,227 |
Total current assets | 3,470 | 334,227 |
Furniture and Fixtures net accumulated depreciation $12,055 and $10,046 | 44,192 | 46,201 |
Deposits | 5,592 | 5,592 |
Total Assets | 53,254 | 386,020 |
Liabilities and Stockholders' Deficit | ||
Accounts payable and accrued liabilities | 197,707 | 162,157 |
Payroll liabilities | 159,094 | 142,743 |
Convertible debenture - related party, net of discounts of $329,834 and $625,154 | 579,371 | 384,051 |
Convertible debenture - current portion, net of discounts of $333,992 and $522,587 | 405,063 | 258,782 |
Derivative liability | 3,478,975 | 8,746,651 |
Total current liabilities | 4,820,210 | 9,694,384 |
Convertible debenture - long term, net of discounts of $57,618 and $82,845 | 142,382 | 137,119 |
Total liabilities | $ 4,962,592 | $ 9,831,503 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $0.001 par value: 10,000,000 authorized 0 and 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 0 | $ 0 |
Common stock, $0.001 par value: 2,000,000,000 authorized; 1,239,428,192 and 129,487,298 and 29,225,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 1,239,428 | 129,487 |
Additional paid-in-capital | 499,471 | 1,398,491 |
Accumulated deficit | (6,648,237) | (10,973,461) |
Total stockholders' deficit | (4,909,338) | (9,445,483) |
Total liability and stockholders' deficit | $ 53,254 | $ 386,020 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 12,055 | $ 10,046 |
Discount on convertible debenture related party | 329,834 | 625,154 |
Discount on convertible debenture | $ 333,992 | $ 522,587 |
Preferred stock, par value | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,239,428,192 | 129,487,298 |
Common stock, shares outstanding | 1,239,428,192 | 129,487,298 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
Selling, general and administrative expenses | 242,355 | 248,257 |
Research and development expense | 0 | 33,779 |
Depreciation Expense | 2,009 | 2,009 |
Total operating expenses | 244,364 | 284,045 |
Loss from operations | (244,364) | (284,045) |
Other expense | ||
Interest expense - related party | (320,744) | (9,329) |
Interest expense | (239,172) | (17,501) |
Change in fair value of derivative liabilities | 5,129,504 | (641,598) |
Income (loss) before income tax | 4,325,224 | (952,473) |
Provision for income tax | 0 | 0 |
Net Income (Loss) | $ 4,325,224 | $ (952,473) |
Net income (loss) per share: basic | $ .01 | $ (.03) |
Net income (loss) per share: diluted | $ 0 | $ (.03) |
Weighted Averages shares outstanding: basic | 473,699,140 | 30,258,000 |
Weighted Averages shares outstanding: diluted | 14,306,478,137 | 30,258,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ 4,325,224 | $ (952,473) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||
Depreciation | 2,009 | 2,009 | |
Amortization of loan discounts | 509,142 | 0 | |
Change in fair value of derivative liabilities | (5,129,504) | 641,598 | |
Stock-based compensation | 2,247 | 83,967 | |
Changes in operating assets and liabilities | |||
Accounts payable and accrued liabilities | 0 | (22,717) | |
Accrued interest expense | 43,774 | 26,830 | |
Payroll liabilities | 16,351 | (3,049) | |
Due from related party | 0 | (7,618) | |
Net cash used in operating activities | (230,757) | (231,453) | |
Cash flow from financing activities | |||
Repayment of convertible debenture - related party | (100,000) | (10,000) | |
Proceeds from convertible debenture | 0 | 234,000 | |
Net cash (used in) provided by financing activities | (100,000) | 224,000 | |
Net change in cash and cash equivalents | (330,757) | (7,453) | |
Cash and cash equivalents at beginning of the period | 334,227 | 9,513 | $ 9,513 |
Cash and cash equivalents at end of the period | 3,470 | 2,060 | $ 334,227 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 7,000 | 0 | |
Cash paid for income taxes | 0 | 0 | |
Noncash Investing and Financing Activities | |||
Conversion of convertible debenture and accrued interest into common stock | 70,502 | 0 | |
Resolution of derivative liabilities | $ 138,172 | $ 0 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Apptigo International, Inc. and its wholly-owned subsidiary (collectively Apptigo or the Company) designs, develops, markets and intends to sell software applications. The Company intends to sell its products worldwide through online stores. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of March 31, 2016, and the results of operations and cash flows for the three months ended March 31, 2016 and 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. The Companys fiscal year ends on December 31. Nature of Business Operations The Company was originally incorporated under the laws of the State of Nevada on October 23, 2012 under the name of Balius Corp. (Inception). Effective April 15, 2014, we acquired Apptigo Inc., a Nevada corporation incorporated on October 31, 2012 (Apptigo). Under the terms of the Agreement and Plan of Reorganization Agreement, dated April 14, 2014 by and between the Company, its principal shareholder, Apptigo, and its shareholders, Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the acquisition transaction was completed effective April 15, 2014. At closing of the acquisition transaction, Apptigo became the Companys wholly-owned subsidiary and the Company became Apptigos parent. Thereafter, the principal shareholder of the Company cancelled 10,000,000 shares of the Companys common stock owned by him. As a result of the closing of the acquisition transaction, the Company had 8,250,000 shares of common stock outstanding and 145,000 Series A Preferred Shares outstanding, which preferred shares are convertible into 4,550,000 common shares. Following the acquisition transaction, the Company filed Amended and Restated Articles of Incorporation to change its name to Apptigo International, Inc., increased the number of authorized common shares, authorized preferred shares, and approved a 3.5-for-1 forward split of the outstanding shares (the Forward Split), including the shares issued at the closing of the acquisition transaction. The Forward Split was effective at the opening of business on April 30, 2014. The effect of the Forward Split has been applied retroactively. Also, in connection with the acquisition transaction, the Company filed a Certificate of Designations, Preferences and Rights for its Series A Convertible Preferred Stock. Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net income of $4,325,224 and an operating loss of $244,364 for the three months ended March 31, 2016. The Company has a net negative working capital of $4,816,740 as of March 31, 2016. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Companys ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. Net Income (Loss) per Share Basic income (loss) per share is computed using the weighted average number of common shares outstanding during the year. Diluted income (loss) per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. During 2015, all common stock equivalents were excluded as they would have been anti-dilutive. For the three months ended March 31, 2016, the dilutive effect of the outstanding warrants was 789,543,296 shares and the dilutive effect of the outstanding convertible debt was 13,516,934,841 shares and a reduction to net income of $5,093,954. Fair Value of Financial Instruments The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. · Level 1: Observable inputs such as quoted prices in active markets; · Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and · Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below as of March 31, 2016 and December 31, 2015: Fair Value Measurements Level 1 Level 2 Level 3 Total March 31, 2016: Derivative liabilities $ $ $ 3,478,975 3,478,975 Total $ $ $ 3,478,975 3,478,975 December 31, 2015: Derivative liabilities $ $ $ 8,746,651 8,746,651 Total $ $ $ 8,746,651 8,746,651 Derivative liability as of March 31, 2016 is $3,478,975, compared to $8,746,651 as of December 31, 2015. The table below presents the change in the fair value of the derivative liabilities during the three months ended March 31, 2016: Fair value as of December 31, 2015 $ 8,746,651 Additions recognized as derivative expense Additions recognized as debt discounts Resolution upon conversion of debt (138,172 ) Change in fair value (5,129,504 ) Fair value as of March 31, 2016 $ 3,478,975 |
2. CONVERTIBLE DEBENTURES
2. CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | On November 21, 2014, the Company entered into a 10% Secured Convertible Debenture. The debenture carries a term of 15 months. The debenture was issued in the amount of $225,000. The Company has received one tranche from this convertible note in the amount of $60,000, which included $5,000 in fees and an OID of $5,000. The debenture has a conversion feature at a share price of the lower of $0.25 or 70% of the average of the three lowest closing prices in a 20 day period prior to the conversion. During the year ended, December 31, 2015 the lender converted $90,288 of the convertible note and accrued interest of $4,178 in exchange for 29,002,687 shares of common stock. March 31, 2016 December 31, 2015 Convertible debenture $ 60,000 $ 60,000 Additional amount due to true-up feature 56,201 56,201 Conversion of debt to common stock (108,476 ) (90,288 ) Original issue discount (137 ) Discount warrant (2,345 ) Discount derivative (19,026 ) Convertible debenture, net of unamortized discount $ 7,725 $ 4,405 On December 2, 2014, the Company entered into a 7% Secured Convertible Debenture. The debenture carries a three year term. The debenture was issued in the amount of $200,000. As of December 31, 2014 the Company had received $100,000, with the remaining $100,000 received on January 7, 2015. The conversion price of the outstanding balance is the lower of $0.15 or 60% of the 30 day trading average. March 31, 2016 December 31, 2015 Convertible debenture $ 200,000 $ 100,000 Additional amount received 100,000 Discount derivative (57,618 ) (66,226 ) Convertible debenture, net of unamortized discount $ 142,382 $ 133,774 On February 9, 2015, the Company executed a $59,000 Convertible Promissory Note. The note has an 8% interest rate and a term of nine months. The conversion price for the amount to be converted of 58% of the average of the three lowest trading price for the previous 10 days at date of conversion. During the year ended December 31, 2015, the lender converted $30,340 of the convertible debt for 33,949,803 shares of common stock. There was an additional interest accrued as a default on the note in the amount of $29,500. March 31, 2016 December 31, 2015 Convertible debenture $ 59,000 $ 59,000 Conversion of debt to common stock (35,920 ) (30,340 ) Convertible debenture, net of unamortized discount $ 23,080 $ 28,660 On March 4, 2015, the Company executed a $50,000 Convertible Promissory Note. The note has a 12% interest rate and a term of six months. Conversion of the note is based on a comparison between the lesser of two variable conversion prices. The conversion price of the outstanding balance is the lower of 55% of the lowest trading price for the previous 20 days at date of conversion or 55% of the lowest trading price for the previous 20 days before the effective date of the note. During the year ended December 31, 2015, the Company converted $8,204 of the convertible debt for 21,394,225 shares of common stock. March 31, 2016 December 31, 2015 Convertible debenture $ 50,000 $ 50,000 Conversion of debt to common stock (19,979 ) (8,204 ) Convertible debenture, net of unamortized discount $ 30,021 $ 41,796 On March 25, 2015, the Company executed and sold a $250,000 Convertible Promissory Note. The note has a one-time 12% interest rate and a term of one year. The Company received $25,000 along with an original issue discount of $2,778 upon closing of the transaction. The conversion price of the outstanding balance is the lower of $0.087 or 60% of the lowest trading price for the previous 25 days prior to conversion. During the year ended December 31, 2015, the Company converted $7,814 of the convertible debt for 12,021,000 share of common stock. March 31, 2016 December 31, 2015 Convertible debenture $ 27,778 $ 27,778 Conversion of debt to common stock (27,054 ) (7,814 ) Original issue discount (36 ) (1,229 ) Discount derivative (445 ) (15,390 ) Convertible debenture, net of unamortized discount $ 243 $ 3,345 On May 20, 2015, the Company executed a $31,500 Convertible Promissory Note. The note has an 8% interest rate and a term of one year. The Company received $30,000 upon closing of the transaction with $1,500 paid to the lender for legal fees. The conversion price of the outstanding balance is the 55% of the lowest trading price for the previous 18 days at date of conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 31,500 $ 31,500 Conversion of debt to common stock (4,725 ) Discount (174 ) (578 ) Discount derivative (3,483 ) (11,557 ) Convertible debenture, net of unamortized discount $ 23,118 $ 19,365 On May 21, 2015, the Company executed a $55,000 Convertible Promissory Note. The note has a 10% interest rate and a term of nine months. The Company received $49,250 upon closing of the transaction with $5,750 paid to the lender for legal and service fees. The conversion price of the outstanding balance is 50% of the average of the two lowest trading price for the previous 25 days at date of conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 55,000 $ 55,000 Conversions (1,707 ) Discount (1,083 ) Conversion of debt to common stock (9,279 ) Convertible debenture, net of unamortized discount $ 53,293 $ 44,638 On May 22, 2015, the Company executed a $55,000 Convertible Promissory Note. The note has an 8% interest rate and a term of one year. The note includes an original issue discount of $5,000 and the Company paid $5,000 in legal fees to the lender upon execution of this loan. The conversion price of the outstanding balance is 50% of the average of the three lowest trading price for the previous 20 days at date of conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 55,000 $ 55,000 Conversions (1,063 ) Original issue discount (1,393 ) (1,954 ) Discount (1,953 ) Conversion of debt to common stock (6,270 ) (17,582 ) Convertible debenture, net of unamortized discount $ 46,274 $ 33,511 On June 3, 2015, the Company executed a $43,500 Convertible Promissory Note. The note has an 8% interest rate and a term of nine months. As consideration for entering into this transaction, the Company granted 543,750 warrants to the lender. See Note 5. The conversion price of the outstanding balance is 51% of the average of the three lowest trading price for the previous 15 days at date of conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 43,500 $ 43,500 Discount warrants (9,072 ) Discount - derivative (1,172 ) Convertible debenture, net of unamortized discount $ 43,500 $ 33,256 On August 10, 2015, the Company executed a $809,235 Convertible Debenture with a related party in exchange for 145,000 shares of Preferred Stock held by the related party lender. The note has a 10% interest rate and a term of one year. The conversion price of the outstanding balance is 45% of the lowest trading price for the previous 10 days at date of conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 809,205 $ 809,205 Discount - derivative (278,802 ) (485,070 ) Convertible debenture, net of unamortized discount $ 530,403 $ 324,135 On August 10, 2015, the Company entered into a $50,000 Convertible Debenture with a related party. The note has a 10% interest rate and a term of one year. Additionally, the Company entered into three additional notes, each for principal of $50,000, consisting of two notes in September and one in October, with the same party and under the same terms as the note on August 10, 2015. The conversion price of the outstanding balance is 40% of the lowest trading price for the previous 10 days at date of conversion. A portion of the proceeds were used to repay in full the note dated December 18, 2014. March 31, 2016 December 31, 2015 Convertible debenture $ 200,000 $ 200,000 Repayments (100,000 ) Discount - derivative (51,032 ) (140,084 ) Convertible debenture, net of unamortized discount $ 48,968 $ 59,916 On November 18, 2015, the Company entered into a 10% Secured Convertible Debenture. The debenture carries a one year term. The debenture was issued in the amount of $200,000. The conversion price of the outstanding balance is 50% of the lowest closing price in a 10 day period prior to conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 200,000 $ 200,000 Discount - derivative (126,575 ) (176,438 ) Convertible debenture, net of unamortized discount $ 73,425 $ 23,562 On November 25, 2015, the Company executed a $300,000 Convertible Debenture. The note has a 10% interest rate and a term of one year. The conversion price of the outstanding balance is 50% of the lowest trading price for the previous 10 days at date of conversion. March 31, 2016 December 31, 2015 Convertible debenture $ 300,000 $ 300,000 Discount - derivative (195,616 ) (270,411 ) Convertible debenture, net of unamortized discount $ 104,384 $ 29,589 |
3. DERIVATIVE LIABILITIES
3. DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | Due to the variable conversion prices in the convertible notes described above, the Company treats the convertible debenture and outstanding warrants as derivative liabilities in accordance with the provisions of ASC 815 Derivatives and Hedging (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entitys own common stock. The Company assesses the fair value of the convertible debentures and warrants using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss. The Company uses expected volatility based primarily on historical volatility using weekly pricing observations for recent periods that correspond to the expected life of the instruments. The risk-free interest rate is based on U.S. Treasury securities rates. The following table describes the significant assumptions used in the Black Scholes pricing model: March 31, 2016 December 31, 2015 Risk-free interest rate at grant date .21 - .87 % .08 - .65% Expected stock price volatility 307 - 527% 218 - 465% Expected dividend payout Expected option in life-years .1 - 3.7 .1 - .65 The table below presents the change in the fair value of the derivative liabilities during the three months ended March 31, 2016: Fair value as of December 31, 2015 $ 8,746,651 Additions recognized as derivative expense Additions recognized as debt discounts Resolution upon conversion of debt (138,172 ) Change in fair value (5,129,504 ) Fair value as of March 31, 2016 $ 3,478,975 |
4. WARRANTS AND OPTIONS
4. WARRANTS AND OPTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
WARRANT AND OPTIONS | As of March 31, 2016, these warrants include the following: Warrants granted on November 21, 2014 in connection with the 12% convertible debenture, the right to purchase up to 282,575 shares of the Companys common stock with an original exercise price of $0.0005. The warrants carry a provision for the adjustment based on the terms of the contract, wherein the number of warrants is adjusted to equal $30,000. As a result of this provision, the lender has the right to purchase up to 428,571,429 shares of the Companys common stock as of March 31, 2016. A derivative liability on the fair value of the warrants as of March 31, 2016 amounted to $42,847. Fair value was determined using the following variables: Grant Date March 31, 2016 Risk-free interest rate at grant date 1.63% 0.73% Expected stock price volatility 139% 377% Expected dividend payout Expected option in life-years 5 2.21 The following table summarizes the warrant activity during the three months ended March 31, 2016: Number of Weighted-Average Outstanding at December 31, 2015 129,115,179 $ .0001 Granted Adjusted for variable conversion 300,000,000 Canceled or expired Outstanding at March 31, 2016 429,115,179 $ .0006 On June 17, 2014, the Company granted 550,000 options to six employees for services. As of March 31, 2015, an additional 20,000 options have been vested for a total of 410,000 options vested. No options have been exercised and 140,000 options have been canceled due to termination of service contracts. Stock based compensation for the three months ended March 31, 2016 and 2015, amounted to $2,247 and $0, respectively. The following table summarizes the option activity through March 31, 2016: Number of Option Price Per Share Outstanding at December 31, 2015 410,000 $ 1.00 Granted Canceled or expired Outstanding at March 31, 2016 410,000 $ 1.00 |
5. EQUITY
5. EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
EQUITY | Common Stock The Company was formed in the state of Nevada on October 31, 2012. The Company had authorized capital of 75,000 shares of common stock with a par value of $0.01. On April 17, 2014, the Company filed Amended and Restated Articles of Incorporation with the state of Nevada, increasing its authorized shares from 75,000,000 to 100,000,000 shares of common stock. On April 14, 2014, the Company, entered into an a reverse acquisition transaction with Apptigo Inc., a Nevada corporation incorporated on October 31, 2012, and its shareholders, pursuant to an Agreement and Plan of Reorganization Agreement, dated April 14, 2014 between the Company, its principal shareholder, and Apptigo and its shareholders. Under the terms of the Agreement the shareholders of Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the Transaction was completed effective April 15, 2014 (the Closing Date A 3.5-for-1 forward stock split of the Companys outstanding common shares became effective at the open of business on April 30, 2014. As a result of the forward stock split, the number of outstanding shares of common stock was increased from 8,250,000 to 29,225,000, and the 145,000 outstanding shares of Series A Convertible Preferred Stock will be convertible into 15,925,000 rather than 4,550,000 in the event of conversion. On October 6, 2015, the Company filed with the Secretary of State of the State of Nevada an Amendment to Articles of Incorporation to increase the authorized shares of Common Stock of the Company. The Amendment authorizes the Company to issue 2,000,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. On January 6, 2016, the Company filed with the Secretary of State of the State of Nevada an Amendment to Articles of Incorporation to increase the authorized shares of Common Stock of the Company. The Amendment authorizes the Company to issue 5,000,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. 2016 During the three months ended March 31, 2016, the Company issued 1,109,940,894 shares of common stock for the conversion of debt in the amount of $70,502, consisting of principal of $62,278 and accrued interest of $8,224. |
6. RELATED PARTY TRANSACTIONS
6. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Between August and October 2015, the Company entered into four separate 10% Secured Convertible Debentures with a related party. During the three months ended March 31, 2016, the Company repaid two of these notes in full (see Note 2). The Company entered into an Exchange Agreement on August 10, 2015. Under the terms of the Exchange Agreement the Holder, who was the owner of a 145,000 shares of the Companys Series A Convertible Preferred stock, exchanged the Preferred Shares for a 10% Convertible Debenture in the amount of $809,205. See Note 2. The remaining balance on these notes, net of unamortized discount, is $579,371 as of March 31, 2016. |
7. SUBSEQUENT EVENTS
7. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | During April 2016, the Company entered into a 10% Secured Convertible Debenture in the amount of $30,000 with a related party. The term of the note is 6 months. The conversion price of the outstanding balance is 40% of the lowest trading price for the previous 10 days at date of conversion. On May 18, 2016, the Company entered into a 10% Secured Convertible Debenture in the amount of $2,500 with a related party. The term of the note is 6 months. The conversion price of the outstanding balance is 20% of the lowest trading price for the previous 10 days at date of conversion On May 16, 2016, the Company issued 61,847,450 shares of common stock for the conversion of debt in the amount of $1,237 consisting of accrued interest in the amount of $1,237. |
1. SUMMARY OF SIGNIFICANT ACC13
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2015. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of March 31, 2016, and the results of operations and cash flows for the three months ended March 31, 2016 and 2015. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year. Certain prior period amounts have been reclassified to conform to current period presentation. The Companys fiscal year ends on December 31. |
Nature of Business Operations | Nature of Business Operations The Company was originally incorporated under the laws of the State of Nevada on October 23, 2012 under the name of Balius Corp. (Inception). Effective April 15, 2014, we acquired Apptigo Inc., a Nevada corporation incorporated on October 31, 2012 (Apptigo). Under the terms of the Agreement and Plan of Reorganization Agreement, dated April 14, 2014 by and between the Company, its principal shareholder, Apptigo, and its shareholders, Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the acquisition transaction was completed effective April 15, 2014. At closing of the acquisition transaction, Apptigo became the Companys wholly-owned subsidiary and the Company became Apptigos parent. Thereafter, the principal shareholder of the Company cancelled 10,000,000 shares of the Companys common stock owned by him. As a result of the closing of the acquisition transaction, the Company had 8,250,000 shares of common stock outstanding and 145,000 Series A Preferred Shares outstanding, which preferred shares are convertible into 4,550,000 common shares. Following the acquisition transaction, the Company filed Amended and Restated Articles of Incorporation to change its name to Apptigo International, Inc., increased the number of authorized common shares, authorized preferred shares, and approved a 3.5-for-1 forward split of the outstanding shares (the Forward Split), including the shares issued at the closing of the acquisition transaction. The Forward Split was effective at the opening of business on April 30, 2014. The effect of the Forward Split has been applied retroactively. Also, in connection with the acquisition transaction, the Company filed a Certificate of Designations, Preferences and Rights for its Series A Convertible Preferred Stock. |
Going Concern | Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net income of $4,325,224 and an operating loss of $244,364 for the three months ended March 31, 2016. The Company has a net negative working capital of $4,816,740 as of March 31, 2016. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Companys ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic income (loss) per share is computed using the weighted average number of common shares outstanding during the year. Diluted income (loss) per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. During 2015, all common stock equivalents were excluded as they would have been anti-dilutive. For the three months ended March 31, 2016, the dilutive effect of the outstanding warrants was 789,543,296 shares and the dilutive effect of the outstanding convertible debt was 13,516,934,841 shares and a reduction to net income of $5,093,954. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. · Level 1: Observable inputs such as quoted prices in active markets; · Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and · Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below as of March 31, 2016 and December 31, 2015: Fair Value Measurements Level 1 Level 2 Level 3 Total March 31, 2016: Derivative liabilities $ $ $ 3,478,975 3,478,975 Total $ $ $ 3,478,975 3,478,975 December 31, 2015: Derivative liabilities $ $ $ 8,746,651 8,746,651 Total $ $ $ 8,746,651 8,746,651 Derivative liability as of March 31, 2016 is $3,478,975, compared to $8,746,651 as of December 31, 2015. The table below presents the change in the fair value of the derivative liabilities during the three months ended March 31, 2016: Fair value as of December 31, 2015 $ 8,746,651 Additions recognized as derivative expense Additions recognized as debt discounts Resolution upon conversion of debt (138,172 ) Change in fair value (5,129,504 ) Fair value as of March 31, 2014 $ 3,478,975 |
1. SUMMARY OF SIGNIFICANT ACC14
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | Fair Value Measurements Level 1 Level 2 Level 3 Total March 31, 2016: Derivative liabilities $ $ $ 3,478,975 3,478,975 Total $ $ $ 3,478,975 3,478,975 December 31, 2015: Derivative liabilities $ $ $ 8,746,651 8,746,651 Total $ $ $ 8,746,651 8,746,651 |
Changes in fair value of derivative liabilities | Fair value as of December 31, 2015 $ 8,746,651 Additions recognized as derivative expense Additions recognized as debt discounts Resolution upon conversion of debt (138,172 ) Change in fair value (5,129,504 ) Fair value as of March 31, 2016 $ 3,478,975 |
2. CONVERTIBLE DEBENTURES (Tabl
2. CONVERTIBLE DEBENTURES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Secured Convertible Debenture 11/21/14 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 60,000 $ 60,000 Additional amount due to true-up feature 56,201 56,201 Conversion of debt to common stock (108,476 ) (90,288 ) Original issue discount (137 ) Discount warrant (2,345 ) Discount derivative (19,026 ) Convertible debenture, net of unamortized discount $ 7,725 $ 4,405 |
Secured Convertible Debenture 12/02/14 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 200,000 $ 100,000 Additional amount received 100,000 Discount derivative (57,618 ) (66,226 ) Convertible debenture, net of unamortized discount $ 142,382 $ 133,774 |
Convertible Promissory Note 2/9/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 59,000 $ 59,000 Conversion of debt to common stock (35,920 ) (30,340 ) Convertible debenture, net of unamortized discount $ 23,080 $ 28,660 |
Convertible Promissory Note 3/4/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 50,000 $ 50,000 Conversion of debt to common stock (19,979 ) (8,204 ) Convertible debenture, net of unamortized discount $ 30,021 $ 41,796 |
Convertible Promissory Note 3/25/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 27,778 $ 27,778 Conversion of debt to common stock (27,054 ) (7,814 ) Original issue discount (36 ) (1,229 ) Discount derivative (445 ) (15,390 ) Convertible debenture, net of unamortized discount $ 243 $ 3,345 |
Convertible Promissory Note 5/20/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 31,500 $ 31,500 Conversion of debt to common stock (4,725 ) Discount (174 ) (578 ) Discount derivative (3,483 ) (11,557 ) Convertible debenture, net of unamortized discount $ 23,118 $ 19,365 |
Convertible Promissory Note 5/21/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 55,000 $ 55,000 Conversions (1,707 ) Discount (1,083 ) Conversion of debt to common stock (9,279 ) Convertible debenture, net of unamortized discount $ 53,293 $ 44,638 |
Convertible Promissory Note 5/22/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 55,000 $ 55,000 Conversions (1,063 ) Original issue discount (1,393 ) (1,954 ) Discount (1,953 ) Conversion of debt to common stock (6,270 ) (17,582 ) Convertible debenture, net of unamortized discount $ 46,274 $ 33,511 |
Convertible Promissory Note 6/03/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 43,500 $ 43,500 Discount warrants (9,072 ) Discount - derivative (1,172 ) Convertible debenture, net of unamortized discount $ 43,500 $ 33,256 |
Convertible Debenture 8/10/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 809,205 $ 809,205 Discount - derivative (278,802 ) (485,070 ) Convertible debenture, net of unamortized discount $ 530,403 $ 324,135 |
Convertible Debenture 8/10/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 200,000 $ 200,000 Repayments (100,000 ) Discount - derivative (51,032 ) (140,084 ) Convertible debenture, net of unamortized discount $ 48,968 $ 59,916 |
Convertible Debenture 11/18/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 200,000 $ 200,000 Discount - derivative (126,575 ) (176,438 ) Convertible debenture, net of unamortized discount $ 73,425 $ 23,562 |
Convertible Debenture 11/25/15 | |
Convertible debt table | March 31, 2016 December 31, 2015 Convertible debenture $ 300,000 $ 300,000 Discount - derivative (195,616 ) (270,411 ) Convertible debenture, net of unamortized discount $ 104,384 $ 29,589 |
3. DERIVATIVE LIABILITIES (Tabl
3. DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Assumptions | March 31, 2016 December 31, 2015 Risk-free interest rate at grant date .21 - .87 % .08 - .65% Expected stock price volatility 307 - 527% 218 - 465% Expected dividend payout Expected option in life-years .1 - 3.7 .1 - .65 |
Fair value of derivative liabilities | Fair value as of December 31, 2015 $ 8,746,651 Additions recognized as derivative expense Additions recognized as debt discounts Resolution upon conversion of debt (138,172 ) Change in fair value (5,129,504 ) Fair value as of March 31, 2016 $ 3,478,975 |
4. WARRANTS AND OPTIONS (Tables
4. WARRANTS AND OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions used | Grant Date March 31, 2016 Risk-free interest rate at grant date 1.63% 0.73% Expected stock price volatility 139% 377% Expected dividend payout Expected option in life-years 5 2.21 |
Warrant activity | Number of Weighted-Average Outstanding at December 31, 2015 129,115,179 $ .0001 Granted Adjusted for variable conversion 300,000,000 Canceled or expired Outstanding at March 31, 2016 429,115,179 $ .0006 |
Option activity | Number of Option Price Per Share Outstanding at December 31, 2015 410,000 $ 1.00 Granted Canceled or expired Outstanding at March 31, 2016 410,000 $ 1.00 |
1. Summary of Significant Acc18
1. Summary of Significant Accounting Policies (Details - Fair Value) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Derivative liability - current | $ 3,478,975 | $ 8,746,651 |
Total derivative liabilities | 3,478,975 | 8,746,651 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability - current | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability - current | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability - current | 3,478,975 | 8,746,651 |
Total derivative liabilities | $ 3,478,975 | $ 8,746,651 |
1. Summary of Significant Acc19
1. Summary of Significant Accounting Policies (Details - Derivative Rollforward) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative liability rollforward | ||
Derivative liabilities, beginning balance | $ 8,746,651 | |
Additions recognized as derivative expense | 0 | |
Addtions recognized as debt discounts | 0 | |
Resolution upon conversion of debt | (138,172) | $ 0 |
Change in fair value | (5,129,504) | |
Derivative liabilities, ending balance | $ 3,478,975 |
1. Summary of Significant Acc20
1. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss | $ 4,325,224 | $ (952,473) |
Working capital | (4,816,740) | |
Antidilutive effect to net income | $ (5,093,954) | |
Warrants [Member] | ||
Antidilutive shares | 789,543,296 | |
Convertible debt [Member] | ||
Antidilutive shares | 13,516,934,841 |
2. Convertible Debentures (Deta
2. Convertible Debentures (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Discount on convertible debenture related party | $ (329,834) | $ (625,154) |
Convertible debenture - related party | 579,371 | 384,051 |
Secured Convertible Debenture 11/21/14 | ||
Convertible debentures, current and noncurrent | 60,000 | 60,000 |
Additional amount due to true-up feature | 56,201 | 56,201 |
Conversion of debt to common stock | (90,288) | |
Original issue discount | (137) | |
Discount - Warrant | (2,345) | |
Discount - derivative | (19,026) | |
Convertible debenture, net of unamortized discount | 7,725 | 4,405 |
Secured Convertible Debenture 12/02/14 | ||
Convertible debentures, current and noncurrent | 200,000 | 100,000 |
Add: Additional amounts received | 100,000 | |
Discount - derivative | (57,618) | (66,226) |
Convertible debenture, net of unamortized discount | 142,382 | 133,774 |
Convertible Promissory Note 2/9/15 | ||
Convertible debentures, current and noncurrent | 59,000 | 59,000 |
Conversion of debt to common stock | (35,920) | (30,340) |
Convertible debenture, net of unamortized discount | 23,080 | 28,660 |
Convertible Promissory Note 3/4/15 | ||
Convertible debentures, current and noncurrent | 50,000 | 50,000 |
Conversion of debt to common stock | (19,979) | (8,204) |
Convertible debenture, net of unamortized discount | 30,021 | 41,796 |
Convertible Promissory Note 3/25/15 | ||
Convertible debentures, current and noncurrent | 27,778 | 27,778 |
Conversion of debt to common stock | (27,054) | (7,814) |
Original issue discount | (36) | (1,229) |
Discount - derivative | (445) | (15,390) |
Convertible debenture, net of unamortized discount | 243 | 3,345 |
Convertible Promissory Note 5/20/15 | ||
Convertible debentures, current and noncurrent | 31,500 | 31,500 |
Conversion of debt to common stock | (4,725) | |
Amortization of discount | (174) | (578) |
Discount - derivative | (3,483) | (11,557) |
Convertible debenture, net of unamortized discount | 23,118 | 19,365 |
Convertible Promissory Note 5/21/15 | ||
Convertible debentures, current and noncurrent | 55,000 | 55,000 |
Conversions | (1,707) | |
Conversion of debt to common stock | (9,279) | |
Original issue discount | (1,083) | |
Convertible debenture, net of unamortized discount | 53,293 | 44,638 |
Convertible Promissory Note 5/22/15 | ||
Convertible debentures, current and noncurrent | 55,000 | 55,000 |
Conversions | (1,063) | |
Conversion of debt to common stock | (6,270) | (17,582) |
Original issue discount | (1,393) | (1,954) |
Amortization of discount | (1,953) | |
Convertible debenture, net of unamortized discount | 46,274 | 33,511 |
Convertible Debenture 6/03/15 | ||
Convertible debentures, current and noncurrent | 43,500 | 43,500 |
Discount - Warrant | (9,072) | |
Discount - derivative | (1,172) | |
Convertible debenture, net of unamortized discount | 43,500 | 33,256 |
Convertible Debenture 8/10/15 | ||
Convertible debenture - related party | 809,205 | 809,205 |
Discount - derivative | (278,802) | (485,070) |
Convertible debenture, net of unamortized discount | 530,403 | 324,135 |
Convertible Debenture 8/10/15 | ||
Convertible debenture - related party | 200,000 | 200,000 |
Discount - derivative | (51,032) | (140,084) |
Less: payment | (100,000) | |
Convertible debenture, net of unamortized discount | 48,968 | 59,916 |
Convertible Debenture 11/18/15 | ||
Convertible debentures, current and noncurrent | 200,000 | 200,000 |
Discount - derivative | (126,575) | (176,438) |
Convertible debenture, net of unamortized discount | 73,425 | 23,562 |
Convertible Debenture 11/25/15 | ||
Convertible debentures, current and noncurrent | 300,000 | 300,000 |
Discount - derivative | (195,616) | (270,411) |
Convertible debenture, net of unamortized discount | $ 104,384 | $ 29,589 |
2. Convertible Debentures (De22
2. Convertible Debentures (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Proceeds from convertible debt | $ 0 | $ 234,000 | |
Secured Convertible Debenture 11/21/14 | |||
Debt issuance date | Nov. 21, 2014 | ||
Debt original face amount | $ 225,000 | ||
Debt stated interest rate | 10.00% | ||
Original issue discount | $ 5,000 | ||
Debt maturity date | Feb. 21, 2015 | ||
Debt converted, amount converted | $ 90,288 | ||
Debt converted, accrued interest converted | $ 4,178 | ||
Debt converted, shares issued | 29,002,687 | ||
Secured Convertible Debenture 12/02/14 | |||
Debt issuance date | Dec. 2, 2014 | ||
Debt original face amount | $ 200,000 | ||
Debt stated interest rate | 7.00% | ||
Debt maturity date | Dec. 2, 2017 | ||
Convertible Promissory Note 2/9/15 | |||
Debt issuance date | Feb. 9, 2015 | ||
Debt original face amount | $ 59,000 | ||
Debt stated interest rate | 8.00% | ||
Debt maturity date | Nov. 9, 2015 | ||
Debt converted, amount converted | $ 35,920 | $ 30,340 | |
Debt converted, shares issued | 33,949,803 | ||
Interest accrued | $ 29,500 | ||
Convertible Promissory Note 3/4/15 | |||
Debt issuance date | Mar. 4, 2015 | ||
Debt original face amount | $ 50,000 | ||
Debt stated interest rate | 12.00% | ||
Debt maturity date | Sep. 4, 2015 | ||
Debt converted, amount converted | $ 19,979 | 8,204 | |
Debt converted, shares issued | 21,394,225 | ||
Convertible Promissory Note 3/25/15 | |||
Debt issuance date | Mar. 25, 2015 | ||
Debt original face amount | $ 250,000 | ||
Debt stated interest rate | 12.00% | ||
Original issue discount | $ 2,778 | ||
Debt maturity date | Mar. 25, 2016 | ||
Debt converted, amount converted | $ 27,054 | 7,814 | |
Debt converted, shares issued | 12,021,000 | ||
Convertible Promissory Note 5/20/15 | |||
Debt issuance date | May 20, 2015 | ||
Debt original face amount | $ 31,500 | ||
Debt stated interest rate | 8.00% | ||
Debt maturity date | May 20, 2016 | ||
Debt converted, amount converted | $ 4,725 | ||
Convertible Promissory Note 5/21/15 | |||
Debt issuance date | May 21, 2015 | ||
Debt original face amount | $ 55,000 | ||
Debt stated interest rate | 10.00% | ||
Debt maturity date | Feb. 21, 2016 | ||
Debt converted, amount converted | 9,279 | ||
Convertible Promissory Note 5/22/15 | |||
Debt issuance date | May 22, 2015 | ||
Debt original face amount | $ 55,000 | ||
Debt stated interest rate | 8.00% | ||
Original issue discount | $ 5,000 | ||
Debt maturity date | May 22, 2016 | ||
Debt converted, amount converted | $ 6,270 | $ 17,582 | |
Convertible Debenture 6/03/15 | |||
Debt issuance date | Jun. 3, 2015 | ||
Debt original face amount | $ 43,500 | ||
Debt stated interest rate | 8.00% | ||
Debt maturity date | Mar. 31, 2016 | ||
Convertible Debenture 8/10/15 | |||
Debt issuance date | Aug. 10, 2015 | ||
Debt original face amount | $ 809,235 | ||
Debt stated interest rate | 10.00% | ||
Debt maturity date | Aug. 10, 2016 | ||
Convertible Debenture 8/10/15 | |||
Debt issuance date | Aug. 10, 2015 | ||
Debt original face amount | $ 50,000 | ||
Debt stated interest rate | 10.00% | ||
Debt maturity date | Aug. 10, 2016 | ||
Convertible Debenture 11/18/15 | |||
Debt issuance date | Nov. 18, 2015 | ||
Debt original face amount | $ 200,000 | ||
Debt stated interest rate | 10.00% | ||
Debt maturity date | Nov. 18, 2016 | ||
Convertible Debenture 11/25/15 | |||
Debt issuance date | Nov. 25, 2015 | ||
Debt original face amount | $ 300,000 | ||
Debt stated interest rate | 10.00% | ||
Debt maturity date | Nov. 25, 2016 |
3. Derivative Liabilities (Deta
3. Derivative Liabilities (Details - Assumptions) - Convertible notes [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Expected dividend payout | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 0.21% | 0.80% |
Expected stock price volatility | 218.00% | |
Expected option in life-years | 1 month 6 days | 1 month 6 days |
Maximum [Member] | ||
Risk-free interest rate | 0.87% | 0.65% |
Expected stock price volatility | 465.00% | |
Expected option in life-years | 3 years 8 months 12 days | 7 months 24 days |
3. Derivative Liabilities (De24
3. Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative liability rollforward | ||
Derivative liabilities, beginning balance | $ 8,746,651 | |
Additions recognized as derivative expense | 0 | |
Addtions recognized as debt discounts | 0 | |
Resolution upon conversion of debt | (138,172) | $ 0 |
Change in fair value | (5,129,504) | |
Derivative liabilities, ending balance | $ 3,478,975 |
4. Warrants and Options (Detail
4. Warrants and Options (Details - Assumptions) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Risk-free interest rate | 0.73% |
Expected stock price volatility | 377.00% |
Expected dividend payout | 0.00% |
Expected option in life-years | 2 years 2 months 16 days |
4. Warrants and Options (Deta26
4. Warrants and Options (Details - Warrant activity) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants outstanding, beginning balance | 129,115,179 |
Warrants granted | 0 |
Warrants adjusted for variable conversion | 300,000,000 |
Warrants cancelled or expired | 0 |
Warrants outstanding, ending balance | 429,115,179 |
Weighted average price per share, warrants outstanding beginning price | $ / shares | $ .0001 |
Weighted average price per share, warrants outstanding ending price | $ / shares | $ .0006 |
4. Warrants and Options (Deta27
4. Warrants and Options (Details - Option activity) - Options [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Number of Options | |
Options outstanding, beginning balance | 410,000 |
Options granted | 0 |
Options exercised | 0 |
Options cancelled or expired | 0 |
Options outstanding, ending balance | 410,000 |
Option Price Per Share | |
Options price outstanding, beginning balance, price per share | $ / shares | $ 1 |
Options outstanding, ending balance, price per share | $ / shares | $ 1 |
4. Warrants and Options (Deta28
4. Warrants and Options (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of shares available for purchase with warrants | 428,571,429 | |
Derivative fair value of warrants | $ 42,847 | |
Options vested | 410,000 | |
Share based compensation | $ 2,247 | $ 83,967 |
Options [Member] | ||
Share based compensation | $ 2,247 | $ 0 |
5. Equity (Details Narrative)
5. Equity (Details Narrative) - Convertible debt holders [Member] | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Stock issued in conversion of debt | shares | 1,109,940,894 |
Debt converted | $ 70,502 |
Debt converted, accrued interest converted | $ 8,224 |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Related Party Transactions [Abstract] | ||
Convertible debt - related party | $ 579,371 | $ 384,051 |