Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Next Graphite, Inc. | |
Entity Central Index Key | 1,563,315 | |
Trading Symbol | GPNE | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 51,411,443 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 11,068 | $ 9,299 |
Total current assets: | 11,068 | 9,299 |
Total assets | 11,068 | 9,299 |
Current liabilities: | ||
Accounts payable | 477,117 | 407,913 |
Accrued interest payable | 41,213 | 28,770 |
Note payable, net of debt discount of $1,517 and $1,517, respectively | 148,348 | 145,483 |
Note payable - related parties | 16,000 | 16,000 |
Convertible note payable, net of debt discount of $7,233 and 0, respectively | 145,767 | 121,000 |
Fair value of derivative liability - beneficial conversion feature | 39,026 | 38,756 |
Deposit | 132,971 | |
Total current liabilities | 867,471 | 890,893 |
Total liabilities | 867,471 | 890,893 |
Stockholders' deficit: | ||
Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at June 30, 2017 and December 31, 2016. | ||
Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at June 30, 2017 and December 31, 2016. | 5,141 | 5,141 |
Additional paid-in capital | 4,460,250 | 4,175,170 |
Accumulated deficit | (5,321,794) | (5,061,905) |
Total stockholders' deficit | (856,403) | (881,594) |
Total liabilities and stockholders' deficit | $ 11,068 | $ 9,299 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Note payable, net of debt discount | $ 1,517 | $ 1,517 |
Convertible note payable, net of debt discount | $ 7,233 | $ 0 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 51,411,443 | 51,411,443 |
Common stock, shares outstanding | 51,411,443 | 51,411,443 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
NET SALES | ||||
OPERATING EXPENSES: | ||||
Professional fees | 76,713 | 72,577 | 124,377 | 185,573 |
Stock based compensation | 221,422 | 269,980 | 5,449 | |
Selling, general, and administrative | 13,611 | 9,571 | 23,802 | 12,273 |
Total Operating Expenses | 311,746 | 82,148 | 418,159 | 203,295 |
Loss from operations | (311,746) | (82,148) | (418,159) | (203,295) |
OTHER INCOME (EXPENSES): | ||||
Other income | 1,775 | |||
Interest expense | (14,533) | (11,938) | (20,728) | (30,430) |
Changes in fair value of derivative | 7,450 | 225,604 | (270) | 64,475 |
Gain on the sale of subsidiary | 177,493 | |||
Total Other Income (Expense) | (7,083) | 213,666 | 158,270 | 34,045 |
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES | $ (318,829) | $ 131,518 | $ (259,889) | $ (169,250) |
NET LOSS PER BASIC AND DILUTED SHARES | $ (0.01) | $ (0.01) | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 51,411,443 | 50,411,443 | 51,411,443 | 50,411,443 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Activities: | ||
Net loss | $ (259,889) | $ (169,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 269,980 | 5,449 |
Interest expense - note payable | 12,443 | 15,942 |
Interest expense - amortization of convertible note discount | 7,867 | 14,350 |
Changes in deposit balance | (132,971) | |
Changes in fair value of convertible note | 270 | (64,475) |
Accounts payable | 69,204 | 135,807 |
Net cash used in operating activities | (33,096) | (62,177) |
Financing Activities: | ||
Proceeds from issuance of note payable | 2,865 | 26,983 |
Proceeds from issuance of convertible notes | 32,000 | |
Proceeds from deposit | 24,990 | |
Net cash provided by financing activities | 34,865 | 51,973 |
Net increase(decrease) in cash | 1,769 | (10,204) |
Cash, Beginning of period | 9,299 | 15,563 |
Cash, End of period | $ 11,068 | $ 5,359 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2017 | |
Organization [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION Next Graphite, Inc. (the “Company”) was incorporated in Nevada on September 26, 2012 under the name Zewar Jewellery, Inc. and is a development-stage entity. The Company’s current business plan is to engage in the mining business developing graphite properties located in Namibia. The Company is based in Carson City, Nevada. On November 14, 2013, the Company consummated transactions pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) dated November 14, 2013 by and among the Company and the stockholders of African Graphite, Inc., a private Nevada corporation (“AGI” and the “AGI Stockholders”) whereby AGI Stockholders transferred 100% of the outstanding shares of common stock of AGI held by them, in exchange for an aggregate of 8,980,047 newly issued shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”). On November 14, 2013, AGI entered into a Stock Purchase Option Agreement (the “Option Agreement”) with NMC Corp., a corporation organized under the laws of the Province of Ontario, Canada (“NMC”), whereby NMC granted to AGI an option to purchase 90 ordinary shares, par value one Namibian dollar per share, of Gazania Investments Two Hundred and Forty Two (Proprietary) Limited, a corporation organized under the laws of the Republic of Namibia (“Gazania”), representing 90% of the issued and outstanding shares of Gazania, for $240,000. NMC had entered into an option agreement dated March 29, 2013, as amended on November 4, 2013 (the “Centre Agreement”), with Centre for Geoscience Research CC (formerly known as “Industrial Minerals and Rock Research Centre CC”), a company organized under the laws of the Republic of Namibia (“Centre”), whereby Centre agreed to transfer to Gazania 100% undivided interest in the exclusive prospecting license No. 3895 known as AUKAM originally issued to Centre by the government of the Republic of Namibia on April 4, 2011 and renewed on April 4, 2013 (the “License”). The License grants the right to conduct prospecting operations, bulk sampling and pilot production in the license area called AUKAM located in southern Namibia in the Karas Region within the Betaine district. The license area covers about 49,127 hectares. The only mine in Namibia which has produced graphite is situated in the license area. The transfer of the License to Gazania was approved by the Ministry of Mines and Energy of the Republic of Namibia on February 25, 2014. Under the Option Agreement, AGI was required to pay to NMC $90,000 as an advance payment to be credited towards the purchase price of the Gazania shares. The Company made the advance payment on November 14, 2013. The balance of the purchase price in the amount of $150,000 was paid by AGI upon exercise of the option that was completed on March 14, 2014. As a result, Gazania became a direct 90% owned subsidiary of the Company. The Company acquired the remaining 10% ownership of Gazania for $15,000 in the third quarter of 2015. As a result, Gazania became a direct 100% owned subsidiary of the Company. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has incurred $5,321,794 in accumulated deficit since its inception, and has generated no operating revenue, which could raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations. These unaudited condensed consolidated financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 3 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the financial position, the results of operations and comprehensive income (loss) and cash flows of the Company for the periods presented. These unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Form 10-K filed on March 31, 2017. The operating results or cash flows for the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Revenue Recognition, Deferred Revenue and Customer Deposits The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. The Company did not have product sales for the six months ended June 30, 2017 and 2016. The Company received a customer deposit for potential usage of Company’s license in the amount of $177,493 and $132,971 as of March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, the Company recognized the amount of $177,493 as gain on sale of subsidiary by transferring 52% of interest to the joint venture party. As of June 30, 2017, the balance of deposit was $0. Income Taxes Provisions for income taxes are based on taxes payable or refundable and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and tax operating loss carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense. Basic and Diluted Loss per Common Share Basic loss per common share amounts are computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts payable, and related party payables approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for convertible notes payable approximate fair value based on the value of the common stock into which the notes are convertible. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates that approximate current market rates. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Financial instruments include cash, accounts payable and accrued expenses and other current liabilities. The carrying amounts of cash, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the short term maturities of these instruments. The Company has Level 3 financial instrument, an embedded derivative liability (beneficial conversion feature) that is recorded at fair value on periodic basis. The embedded derivative is evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of such Level 3 financial instrument is estimated using the Black-Scholes option pricing model. The foregoing Level 3 financial instrument has certain provisions which qualifies to be classified as a liability under ASC 815. As of June 30, 2017, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 39,026 As of December 31, 2016, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 38,756 Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation – Stock Compensation : Improvements to Employee Share-Based Payment Accounting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Accounts Payable
Accounts Payable | 6 Months Ended |
Jun. 30, 2017 | |
Accounts Payable [Abstract] | |
ACCOUNTS PAYABLE | NOTE 5 – ACCOUNTS PAYABLE As of June 30, 2017, and December 31, 2016, the Company’s accounts payable was primarily composed of professional fees. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable/ Convertible Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE The Company had the following notes payable as of June 30, 2017 and December 31, 2016: Issuance Date Maturity Date Interest Rate June 30, 2017 December 31, 2016 February 10, 2015 February 9, 2016 7.0 % $ 24,000 $ 24,000 March 31, 2015 September 30, 2015 7.0 % 10,000 10,000 December 3, 2015 February 29, 2016 10.0 % 29,000 29,000 December 23, 2015 September 29, 2016 10.0 % 20,500 20,500 March 2, 2016 September 29, 2016 10.0 % 13,500 13,500 March 2, 2016 September 29, 2016 10.0 % 15,000 15,000 August 3, 2016 September 30, 2016 8.0 % 10,000 10,000 August 3, 2016 September 30, 2016 8.0 % 7,500 7,500 September 9, 2016 March 9, 2017 8.0 % 7,500 7,500 October 13, 2016 April 13, 2017 8.0 % 10,000 10,000 May 5, 2017 November 7, 2017 26.68 % 2,865 - Total $ 149,865 $ 147,000 Original issuance discount (1,517 ) (1,517 ) Total $ 148,348 $ 145,483 The notes payable with the maturity date that has matured at the time the financial statements are issued continued to accrue interest and no default penalties were incurred. Interest expense for notes payable amounted to $6,462 and $16,619 for the quarters ended June 30, 2017 and 2016. |
Notes Payable - Related Party
Notes Payable - Related Party | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTY | NOTE 7 – NOTES PAYABLE – RELATED PARTY The Company had the following related party notes payable as of June 30, 2017 and December 31, 2016: Description Issuance Date Maturity Date Interest Rate June 30, December 31, 2016 Michael J. Doron July 8, 2015 September 8, 2015 8.0 % $ 2,500 $ 2,500 Charles C. Bream III July 8, 2015 September 8, 2015 8.0 % 2,500 2,500 Charles C. Bream III August 24, 2015 November 23, 2015 8.0 % 1,000 1,000 Charles C. Bream III August 1, 2016 September 30, 2016 8.0 % 10,000 10,000 Total $ 16,000 $ 16,000 The notes payable with the maturity date that has matured at the time the financial statements are issued continued to accrue interest and no default penalties were incurred. Interest expense for notes payable-related party amounted to $635 and $403 for the quarters ended June 30, 2017 and 2016. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable/ Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE The Company issued convertible notes payable. The outstanding balance and any accrued interest is due on maturity date or when the cash is available to repay the notes payable. Under the agreement, the Note 1 to Note 2 can be convertible at the holder’s discretion into common shares of the Company’s stock at a 25% discount to the price at the date of exercise. Note 3 to Note 5 can be convertible at the holder’s discretion into common shares of the Company’s stock at $0.02 at the date of exercise. The Company’s convertible notes payable is as follows: Convertible Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at June 30, 2017 (unaudited) Balance at December 31, 2016 Note 1 October 2, 2014 December 31, 2015 7.0 % $ 100,000 $ 100,000 $ 100,000 Note 2 December 23, 2015 September 23, 2016 16.0 % $ 21,000 $ 21,000 $ 21,000 Note 3 March 31,2017 August 30, 2017 5.0 % $ 10,000 $ 10,000 - Note 4 May 22, 2017 August 30, 2017 5.0 % $ 10,000 $ 10,000 - Note 5 June 14, 2017 August 30, 2017 6.0 % $ 12,000 $ 12,000 - Total 153,000 121,000 Debt Discount (7,233 ) - Net balance $ 145,767 $ 121,000 The convertible notes with the maturity date that has matured at the time the financial statements are issued continued to accrue interest and no default penalties were incurred. The Company incurred $5,346 and $4,281 of interest expense for the quarters ended June 30, 2017 and 2016. No convertible notes were converted as of June 30, 2017 and up to the date the financial statements are issued. The Company adopted the provisions of FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) (previously EITF 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock”), as the convertible note agreement contained certain provision that the convertible note failed to pass the “fixed for fixed” criteria of ASC815, the conversion feature of the convertible debt should have to be bifurcated and recorded separately until the conversion date. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and full-ratchet provision which the Company valued the embedded derivative using the Black-Scholes method. The following table represents fair value of embedded derivative movement from the date of issuance to December 31, 2016: Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at December 31, Note 1 – Issued in 2014 $ 70,334 $ (34,778 ) $ 35,556 Note 2 – Issued in 2015 $ 21,000 $ (17,800 ) $ 3,200 Total $ (52,578 ) $ 38,756 The Company accretes debt discount of $30,500 for convertible notes issued in 2015 and $70,334 for convertible note issued in 2014 over the life of the convertible note. The following table represents fair value of embedded derivative movement from the date of issuance to June 30, 2017: Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at June 30, Note 1 – Issued in 2014 $ 70,334 $ (35,246 ) $ 35,088 Note 2 – Issued in 2015 $ 21,000 $ (17,062 ) $ 3,938 Total $ (52,308 ) $ 39,026 The Company accretes debt discount of $30,500 for convertible notes issued in 2015 and $70,334 for convertible note issued in 2014 over the life of the convertible note. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 9 – PROVISION FOR INCOME TAXES The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASB 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the period from August 28, 2013 (inception) to June 30, 2017, the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at June 30, 2017. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10 - STOCKHOLDERS’ DEFICIT As of June 30, 2017 the Company had (i) 100,000,000 Common shares authorized with a par value of $.0001 per share, of which 51,441,443 shares were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $.0001 per share, authorized, none of which was issued and outstanding. On November 14, 2013, the Company consummated transactions pursuant to the Share Exchange Agreement with AGI dated November 14, 2013 by and among the Company and the stockholders of AGI whereby the AGI Stockholders transferred 100% of the outstanding shares of common stock of AGI held by them, in exchange for an aggregate of 8,980,047 newly issued shares of Common Stock |
Restricted Common Shares
Restricted Common Shares | 6 Months Ended |
Jun. 30, 2017 | |
Restricted Common Shares [Abstract] | |
RESTRICTED COMMON SHARES | NOTE 11 – RESTRICTED COMMON SHARES In May 20, 2014, the Company approved future issuances of performance based restricted common shares to the following employees and outside consultants. The Company accounts the issuances of restricted common shares, as defined by ASC 718, Compensation—Stock Compensation On May 28, 2015, the Company has elected to grant warrants to certain entities and individuals in lieu of restricted common stock that has been issued. As of June 30,2017: (i) 9,930,044 shares of Company common stock were subject to issuance pursuant to outstanding convertible notes payable, (ii) 17,355,000 shares of Company common stock were subject to issuance pursuant to the existing warrants. There are total 48,588,557 unissued shares of Company common stocks, which are more than the potential of common stocks if the convertible debt and warrant have been converted at the end of June 30, 2017. The stock warrants issued is presented below: Date Issued Exercise Price Number of Shares Weighted Average Remaining Contractual Life Expiration date May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,720,000 2.91 years May 27, 2020 May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 2.91 years May 27, 2020 June 16, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,000,000 2.96 years June 15, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.02 years July 7, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.02 years July 7, 2020 August 24, 2015 (Issued in lieu of restricted common stock) $ 0.011 10,000 3.15 years August 23, 2020 February 1, 2016 $ 0.008 3,000,000 3.59 years January 31,2021 February 1, 2016 $ 0.003 1,750,000 3.59 years January 31,2021 February 29, 2016 $ 0.004 50,000 3.67 years February 28, 2021 July 15, 2016 $ 0.03 1,500,000 4.04 years July 14, 2021 January 6, 2017 $ 0.03 1,750,000 4,52 years January 5, 2022 April 5, 2017 $ 0.048 1,500,000 4.76 years April 4, 2022 April 5, 2017 $ 0.048 3,000,000 4.76 years April 4, 2022 Total warrants at June 30, 2017 17,355,000 The initial fair value of the new warrants issued for services in 1st quarter, 2016 was estimated at an aggregate value of $5,449. The initial fair value of the new warrants issued for services in 3rd quarter, 2016 was estimated at an aggregate value of $40,002. The initial fair value of the new warrants issued for services in 1st quarter, 2017 was estimated at an aggregate value of $48,558. The initial fair value of the new warrants issued for services in 2nd quarter, 2017 was estimated at an aggregate value of $221,422. All warrants are vested and exercisable immediately. The total 4,750,000 and 4,750,000 shares of warrants for the quarters ended of June 30, 2017 and 2016, respectively, were issued to a related party. The total 3,000,000 and 50,000 shares of warrants for the quarters ended of June 30, 2017 and 2016, respectively, were issued to 3 rd |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings from time to time as part of its business. As of June 30, 2017, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 –SUBSEQUENT EVENTS ASC 855, “Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. During these periods, other than as set forth above, the Company did not have any material recognizable subsequent events required to be disclosed other than those disclosed in this note to the financial statements as of and for quarter ended June 30, 2017. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
Revenue Recognition, Deferred Revenue and Customer Deposits | Revenue Recognition, Deferred Revenue and Customer Deposits The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. The Company did not have product sales for the six months ended June 30, 2017 and 2016. The Company received a customer deposit for potential usage of Company’s license in the amount of $177,493 and $132,971 as of March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017, the Company recognized the amount of $177,493 as gain on sale of subsidiary by transferring 52% of interest to the joint venture party. As of June 30, 2017, the balance of deposit was $0. |
Income Taxes | Income Taxes Provisions for income taxes are based on taxes payable or refundable and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and tax operating loss carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense. |
Basic and Diluted Loss per Common Share | Basic and Diluted Loss per Common Share Basic loss per common share amounts are computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts payable, and related party payables approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for convertible notes payable approximate fair value based on the value of the common stock into which the notes are convertible. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates that approximate current market rates. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Financial instruments include cash, accounts payable and accrued expenses and other current liabilities. The carrying amounts of cash, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the short term maturities of these instruments. The Company has Level 3 financial instrument, an embedded derivative liability (beneficial conversion feature) that is recorded at fair value on periodic basis. The embedded derivative is evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of such Level 3 financial instrument is estimated using the Black-Scholes option pricing model. The foregoing Level 3 financial instrument has certain provisions which qualifies to be classified as a liability under ASC 815. As of June 30, 2017, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 39,026 As of December 31, 2016, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 38,756 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation – Stock Compensation : Improvements to Employee Share-Based Payment Accounting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value measured on recurring basis | Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 39,026 Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 38,756 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable/ Convertible Notes Payable [Abstract] | |
Schedule of notes payable | Issuance Date Maturity Date Interest Rate June 30, 2017 December 31, 2016 February 10, 2015 February 9, 2016 7.0 % $ 24,000 $ 24,000 March 31, 2015 September 30, 2015 7.0 % 10,000 10,000 December 3, 2015 February 29, 2016 10.0 % 29,000 29,000 December 23, 2015 September 29, 2016 10.0 % 20,500 20,500 March 2, 2016 September 29, 2016 10.0 % 13,500 13,500 March 2, 2016 September 29, 2016 10.0 % 15,000 15,000 August 3, 2016 September 30, 2016 8.0 % 10,000 10,000 August 3, 2016 September 30, 2016 8.0 % 7,500 7,500 September 9, 2016 March 9, 2017 8.0 % 7,500 7,500 October 13, 2016 April 13, 2017 8.0 % 10,000 10,000 May 5, 2017 November 7, 2017 26.68 % 2,865 - Total $ 149,865 $ 147,000 Original issuance discount (1,517 ) (1,517 ) Total $ 148,348 $ 145,483 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable - Related Party [Abstract] | |
Schedule of related party notes payable | Description Issuance Date Maturity Date Interest Rate June 30, December 31, 2016 Michael J. Doron July 8, 2015 September 8, 2015 8.0 % $ 2,500 $ 2,500 Charles C. Bream III July 8, 2015 September 8, 2015 8.0 % 2,500 2,500 Charles C. Bream III August 24, 2015 November 23, 2015 8.0 % 1,000 1,000 Charles C. Bream III August 1, 2016 September 30, 2016 8.0 % 10,000 10,000 Total $ 16,000 $ 16,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable/ Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | Convertible Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at June 30, 2017 (unaudited) Balance at December 31, 2016 Note 1 October 2, 2014 December 31, 2015 7.0 % $ 100,000 $ 100,000 $ 100,000 Note 2 December 23, 2015 September 23, 2016 16.0 % $ 21,000 $ 21,000 $ 21,000 Note 3 March 31,2017 August 30, 2017 5.0 % $ 10,000 $ 10,000 - Note 4 May 22, 2017 August 30, 2017 5.0 % $ 10,000 $ 10,000 - Note 5 June 14, 2017 August 30, 2017 6.0 % $ 12,000 $ 12,000 - Total 153,000 121,000 Debt Discount (7,233 ) - Net balance $ 145,767 $ 121,000 |
Schedule of fair value of embedded derivative movement | Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at December 31, Note 1 – Issued in 2014 $ 70,334 $ (34,778 ) $ 35,556 Note 2 – Issued in 2015 $ 21,000 $ (17,800 ) $ 3,200 Total $ (52,578 ) $ 38,756 Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at June 30, Note 1 – Issued in 2014 $ 70,334 $ (35,246 ) $ 35,088 Note 2 – Issued in 2015 $ 21,000 $ (17,062 ) $ 3,938 Total $ (52,308 ) $ 39,026 |
Restricted Common Shares (Table
Restricted Common Shares (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restricted Common Shares [Abstract] | |
Schedule of stock warrants issued | Date Issued Exercise Price Number of Shares Weighted Average Remaining Contractual Life Expiration date May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,720,000 2.91 years May 27, 2020 May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 2.91 years May 27, 2020 June 16, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,000,000 2.96 years June 15, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.02 years July 7, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.02 years July 7, 2020 August 24, 2015 (Issued in lieu of restricted common stock) $ 0.011 10,000 3.15 years August 23, 2020 February 1, 2016 $ 0.008 3,000,000 3.59 years January 31,2021 February 1, 2016 $ 0.003 1,750,000 3.59 years January 31,2021 February 29, 2016 $ 0.004 50,000 3.67 years February 28, 2021 July 15, 2016 $ 0.03 1,500,000 4.04 years July 14, 2021 January 6, 2017 $ 0.03 1,750,000 4,52 years January 5, 2022 April 5, 2017 $ 0.048 1,500,000 4.76 years April 4, 2022 April 5, 2017 $ 0.048 3,000,000 4.76 years April 4, 2022 Total warrants at June 30, 2017 17,355,000 |
Organization (Details)
Organization (Details) | Nov. 14, 2013USD ($)ha$ / sharesshares | Sep. 30, 2015USD ($) | Jun. 30, 2017$ / shares | Mar. 31, 2017 | Dec. 31, 2016$ / shares |
Organization (Textual) | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Ownership percentage of subsidiary | 10.00% | 52.00% | |||
Purchase price amount paid | $ 15,000 | ||||
Share Exchange Agreement [Member] | |||||
Organization (Textual) | |||||
Share exchange, description | AGI Stockholders transferred 100% of the outstanding shares of common stock. | ||||
Newly issued AGI aggregate number of common stock | shares | 8,980,047 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Ownership percentage of subsidiary | 100.00% | ||||
Share exchange agreement AGI stockholders transferred percentage | 100.00% | ||||
Stock Purchase Option Agreement [Member] | |||||
Organization (Textual) | |||||
Options to purchase number of ordinary shares | shares | 90 | ||||
Ordinary shares par value, description | Ordinary shares, par value one Namibian dollar per share. | ||||
Issued and outstanding shares of Gazania percentage | 90.00% | ||||
Value of issued and outstanding shares under option agreement | $ 240,000 | ||||
Undivided interest rate | 100.00% | ||||
License area | ha | 49,127 | ||||
Ownership percentage of subsidiary | 90.00% | ||||
Advance payment to purchase price of Gazania shares | $ 90,000 | ||||
Purchase price amount paid | $ 150,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Going Concern (Textual) | ||
Accumulated deficit | $ (5,321,794) | $ (5,061,905) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 39,026 | $ 38,756 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 39,026 | $ 38,756 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||||
Customer deposit for potential usage | $ 177,493 | $ 132,971 | ||
Additional paid-in capital from joint venture | $ 177,493 | |||
Percentage of interest to joint venture party | 52.00% | 10.00% | ||
Customer deposit | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Total | $ 149,865 | $ 147,000 |
Original issuance discount | (1,517) | (1,517) |
Total | $ 148,348 | 145,483 |
February 10, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Feb. 10, 2015 | |
Maturity Date | Feb. 9, 2016 | |
Interest Rate | 7.00% | |
Total | $ 24,000 | 24,000 |
March 31, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Mar. 31, 2015 | |
Maturity Date | Sep. 30, 2015 | |
Interest Rate | 7.00% | |
Total | $ 10,000 | 10,000 |
December 3, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Dec. 3, 2015 | |
Maturity Date | Feb. 29, 2016 | |
Interest Rate | 10.00% | |
Total | $ 29,000 | 29,000 |
December 23, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Dec. 23, 2015 | |
Maturity Date | Sep. 29, 2016 | |
Interest Rate | 10.00% | |
Total | $ 20,500 | 20,500 |
March 2, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Mar. 2, 2016 | |
Maturity Date | Sep. 29, 2016 | |
Interest Rate | 10.00% | |
Total | $ 13,500 | 13,500 |
March 2, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Mar. 2, 2016 | |
Maturity Date | Sep. 29, 2016 | |
Interest Rate | 10.00% | |
Total | $ 15,000 | 15,000 |
August 3, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Aug. 3, 2016 | |
Maturity Date | Sep. 30, 2016 | |
Interest Rate | 8.00% | |
Total | $ 10,000 | 10,000 |
August 3, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Aug. 3, 2016 | |
Maturity Date | Sep. 30, 2016 | |
Interest Rate | 8.00% | |
Total | $ 7,500 | 7,500 |
September 9, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Sep. 9, 2016 | |
Maturity Date | Mar. 9, 2017 | |
Interest Rate | 8.00% | |
Total | $ 7,500 | 7,500 |
October 13, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Oct. 13, 2016 | |
Maturity Date | Apr. 13, 2017 | |
Interest Rate | 8.00% | |
Total | $ 10,000 | $ 10,000 |
May 5, 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | May 5, 2017 | |
Maturity Date | Nov. 7, 2017 | |
Interest Rate | 26.68% | |
Total | $ 2,865 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Notes Payable (Textual) | ||
Interest expense for notes payable | $ 6,462 | $ 16,619 |
Notes Payable - Related Party31
Notes Payable - Related Party (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Total | $ 16,000 | $ 16,000 |
Michael J. Doron [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Jul. 8, 2015 | |
Maturity Date | Sep. 8, 2015 | |
Interest Rate | 8.00% | |
Total | $ 2,500 | 2,500 |
Charles C. Bream III [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Jul. 8, 2015 | |
Maturity Date | Sep. 8, 2015 | |
Interest Rate | 8.00% | |
Total | $ 2,500 | 2,500 |
Charles C. Bream III [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Aug. 24, 2015 | |
Maturity Date | Nov. 23, 2015 | |
Interest Rate | 8.00% | |
Total | $ 1,000 | 1,000 |
Charles C. Bream III [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Aug. 1, 2016 | |
Maturity Date | Sep. 30, 2016 | |
Interest Rate | 8.00% | |
Total | $ 10,000 | $ 10,000 |
Notes Payable - Related Party32
Notes Payable - Related Party (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Notes Payable - Related Party (Textual) | ||
Interest expense for related party notes payable | $ 635 | $ 403 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Total | $ 153,000 | $ 121,000 |
Debt Discount | (7,233) | 0 |
Net balance | $ 145,767 | 121,000 |
Note 1 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Oct. 2, 2014 | |
Maturity Date | Dec. 31, 2015 | |
Interest Rate | 7.00% | |
Original Borrowing | $ 100,000 | |
Total | $ 100,000 | 100,000 |
Note 2 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Dec. 23, 2015 | |
Maturity Date | Sep. 23, 2016 | |
Interest Rate | 16.00% | |
Original Borrowing | $ 21,000 | |
Total | $ 21,000 | $ 21,000 |
Note 3 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Mar. 31, 2017 | |
Maturity Date | Aug. 30, 2017 | |
Interest Rate | 5.00% | |
Original Borrowing | $ 10,000 | |
Total | $ 10,000 | |
Note 4 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | May 22, 2017 | |
Maturity Date | Aug. 30, 2017 | |
Interest Rate | 5.00% | |
Original Borrowing | $ 10,000 | |
Total | $ 10,000 | |
Note 5 [Member] | ||
Short-term Debt [Line Items] | ||
Issuance Date | Jun. 14, 2017 | |
Maturity Date | Aug. 30, 2017 | |
Interest Rate | 6.00% | |
Original Borrowing | $ 12,000 | |
Total | $ 12,000 |
Convertible Notes Payable (De34
Convertible Notes Payable (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Embedded Derivative Liabilities | ||
Changes in Fair Value | $ (52,308) | $ (52,578) |
Fair Value, Total | 39,026 | 38,756 |
Note 1 - Issued in 2014 [Member] | ||
Embedded Derivative Liabilities | ||
Fair Value at Date of Issuance | 70,334 | 70,334 |
Changes in Fair Value | (35,246) | (34,778) |
Fair Value, Total | 35,088 | 35,556 |
Note 2 - Issued in 2015 [Member] | ||
Embedded Derivative Liabilities | ||
Fair Value at Date of Issuance | 21,000 | 21,000 |
Changes in Fair Value | (17,062) | (17,800) |
Fair Value, Total | $ 3,938 | $ 3,200 |
Convertible Notes Payable (De35
Convertible Notes Payable (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Convertible Notes Payable (Textual) | |||
Convertible discount rate | 25.00% | ||
Common stock, conversion price | $ 0.02 | ||
Interest expense | $ 5,346 | $ 4,281 | |
Convertible notes issued in 2015 [Member] | |||
Convertible Notes Payable (Textual) | |||
Accretes debt discount | 30,500 | $ 30,500 | |
Convertible notes issued in 2014 [Member] | |||
Convertible Notes Payable (Textual) | |||
Accretes debt discount | $ 70,334 | $ 70,334 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Nov. 14, 2013 | Jun. 30, 2017 | Dec. 31, 2016 |
Stockholders' Deficit (Textual) | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 51,411,443 | 51,411,443 | |
Common stock, shares outstanding | 51,411,443 | 51,411,443 | |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Newly issued AGI aggregate number of common stock | 8,980,047 | ||
Share Exchange Agreement [Member] | |||
Stockholders' Deficit (Textual) | |||
Common stock, par value | $ 0.0001 | ||
Share exchange agreement AGI stockholders transferred percentage | 100.00% | ||
President [Member] | Consulting Agreement [Member] | |||
Stockholders' Deficit (Textual) | |||
Newly issued AGI aggregate number of common stock | 400,016 | ||
Common shares issued for services, value | $ 898 | ||
Director [Member] | Consulting Agreement [Member] | |||
Stockholders' Deficit (Textual) | |||
Newly issued AGI aggregate number of common stock | 400,016 | ||
Common shares issued for services, value | $ 898 |
Restricted Common Shares (Detai
Restricted Common Shares (Details) - Warrants [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares | 17,355,000 |
May 28, 2015 (Issued in lieu of restricted common stock) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | May 28, 2015 |
Exercise Price | $ / shares | $ 0.011 |
Number of Shares | 2,720,000 |
Weighted Average Remaining Contractual Life | 2 years 10 months 28 days |
Expiration date | May 27, 2020 |
May 28, 2015 (Issued in lieu of restricted common stock) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | May 28, 2015 |
Exercise Price | $ / shares | $ 0.011 |
Number of Shares | 25,000 |
Weighted Average Remaining Contractual Life | 2 years 10 months 28 days |
Expiration date | May 27, 2020 |
June 16, 2015 (Issued in lieu of restricted common stock) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jun. 16, 2015 |
Exercise Price | $ / shares | $ 0.011 |
Number of Shares | 2,000,000 |
Weighted Average Remaining Contractual Life | 2 years 11 months 15 days |
Expiration date | Jun. 15, 2020 |
July 8, 2015 (Issued in lieu of restricted common stock) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jul. 8, 2015 |
Exercise Price | $ / shares | $ 0.011 |
Number of Shares | 25,000 |
Weighted Average Remaining Contractual Life | 3 years 7 days |
Expiration date | Jul. 7, 2020 |
July 8, 2015 (Issued in lieu of restricted common stock) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jul. 8, 2015 |
Exercise Price | $ / shares | $ 0.011 |
Number of Shares | 25,000 |
Weighted Average Remaining Contractual Life | 3 years 7 days |
Expiration date | Jul. 7, 2020 |
August 24, 2015 (Issued in lieu of restricted common stock) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Aug. 24, 2015 |
Exercise Price | $ / shares | $ 0.011 |
Number of Shares | 10,000 |
Weighted Average Remaining Contractual Life | 3 years 1 month 24 days |
Expiration date | Aug. 23, 2020 |
February 1, 2016 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Feb. 1, 2016 |
Exercise Price | $ / shares | $ 0.008 |
Number of Shares | 3,000,000 |
Weighted Average Remaining Contractual Life | 3 years 7 months 2 days |
Expiration date | Jan. 31, 2021 |
February 1, 2016 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Feb. 1, 2016 |
Exercise Price | $ / shares | $ 0.003 |
Number of Shares | 1,750,000 |
Weighted Average Remaining Contractual Life | 3 years 7 months 2 days |
Expiration date | Jan. 31, 2021 |
February 29, 2016 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Feb. 29, 2016 |
Exercise Price | $ / shares | $ 0.004 |
Number of Shares | 50,000 |
Weighted Average Remaining Contractual Life | 3 years 8 months 2 days |
Expiration date | Feb. 28, 2021 |
July 15, 2016 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jul. 15, 2016 |
Exercise Price | $ / shares | $ 0.03 |
Number of Shares | 1,500,000 |
Weighted Average Remaining Contractual Life | 4 years 15 days |
Expiration date | Jul. 14, 2021 |
January 6, 2017 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jan. 6, 2017 |
Exercise Price | $ / shares | $ 0.03 |
Number of Shares | 1,750,000 |
Weighted Average Remaining Contractual Life | 4 years 6 months 7 days |
Expiration date | Jan. 5, 2022 |
April 5, 2017 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Apr. 5, 2017 |
Exercise Price | $ / shares | $ 0.048 |
Number of Shares | 1,500,000 |
Weighted Average Remaining Contractual Life | 4 years 9 months 3 days |
Expiration date | Apr. 4, 2022 |
April 5, 2017 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Apr. 5, 2017 |
Exercise Price | $ / shares | $ 0.048 |
Number of Shares | 3,000,000 |
Weighted Average Remaining Contractual Life | 4 years 9 months 3 days |
Expiration date | Apr. 4, 2022 |
Restricted Common Shares (Det38
Restricted Common Shares (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 | |
Restricted Common Shares (Textual) | |||||
Shares of common stock issuance pursuant to outstanding convertible notes payable | 9,930,044 | ||||
Shares of common stock issuance to existing warrants | 17,355,000 | ||||
Unissued shares of common stock | 48,588,557 | ||||
Initial fair value of new warrants issued for services | $ 48,558 | $ 5,449 | $ 221,422 | $ 40,002 | |
Warrants issued to related party | 4,750,000 | 4,750,000 | |||
Warrants issued to third parties | 3,000,000 | 50,000 |