Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'NUTRAFUELS INC |
Document Type | '10-K |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001563463 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 21,238,408 |
Entity Public Float | $0 |
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 | '2013 |
Document Fiscal Period Focus | 'FY |
NutraFuels_Inc_Balance_Sheets
NutraFuels, Inc. - Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Current Assets: | ' | ' | ||
Cash | $63,255 | $144,750 | ||
Accounts receivable | 10,068 | 2,209 | ||
Subscription receivable | 25,000 | ' | ||
Inventory | 274,925 | 21,333 | ||
TOTAL CURRENT ASSETS | 373,247 | 168,292 | ||
Property, Plant and Equipment, net | 274,282 | [1] | 80,597 | [1] |
Total Assets | 647,529 | 248,889 | ||
Current Liabilities: | ' | ' | ||
Accounts payable | 109,707 | 51,771 | ||
Accrued liabilities | 41,099 | 4,222 | ||
Convertible debt | 262,823 | 200,000 | ||
Convertible note payable, related party | 210,000 | 160,000 | ||
Notes payable, related party | 95,000 | ' | ||
Total Current Liabilities | 718,629 | 415,993 | ||
Stockholders' Deficit | ' | ' | ||
Preferred stock | ' | [2] | ' | [2] |
Common stock | 2,124 | [3] | 1,549 | [3] |
Additional paid-in capital | 2,707,549 | 528,761 | ||
Retained deficit | -2,780,773 | -697,414 | ||
SHAREHOLDERS' DEFICIT | -71,100 | -167,104 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $647,529 | $248,889 | ||
[1] | net of accumulated depreciation of $46,092 and $768, respectively. | |||
[2] | $0.0001 par value; Authorized 10,000; issued and outstanding 1,000 and 1,000 respectively. | |||
[3] | $0.0001 par value; Authorized 500,000,000; issued and outstanding 21,238,40 and 15,485,715, respectively. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 1,000 | 1,000 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 21,238,408 | 15,785,715 |
Common Stock, Shares Outstanding | 21,238,408 | 15,785,715 |
NutraFuels_Inc_Statements_of_O
NutraFuels, Inc. - Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement | ' | ' |
Revenue | $597,777 | $126,576 |
Cost of revenues | 346,961 | 74,827 |
Gross profit | 250,816 | 51,749 |
Operating Expenses: | ' | ' |
Advertising and promotion | 274,528 | 33,175 |
Administrative salaries | 107,500 | 92,701 |
Selling, general, and administrative | 1,839,866 | 312,853 |
Depreciation expense | 45,324 | 768 |
TOTAL OPERATING EXPENSES | 2,267,218 | 439,497 |
Net Loss from operations | -2,016,402 | -387,748 |
Interest expense | -66,955 | ' |
Net Loss | ($2,083,359) | ($387,748) |
Net loss per common share- basic and diluted | ($0.11) | ($0.03) |
Weighted average common shares outstanding- basic and diluted | 18,416,915 | 15,037,646 |
NutraFuels_Inc_Statements_of_C
NutraFuels, Inc. - Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Activities: | ' | ' |
Net Loss | ($2,083,359) | ($387,748) |
Adjustments to reconcile net loss to net cash provided by operations: | ' | ' |
Stock compensation | 1,277,560 | 70,000 |
Depreciation expense | 45,324 | 768 |
Bad debt expense | 127,321 | ' |
Amortization of debt discount | 24,626 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, increase decrease | -135,180 | -520 |
Inventory, increase decrease | -253,592 | -21,333 |
Other current assets, increase decrease | ' | 700 |
Accrued expenses, increase decrease | 36,877 | 4,222 |
Accounts payable, increase decrease | 57,937 | 42,928 |
Net Cash Used In Operating Activities | -902,486 | -290,983 |
Investing Activities: | ' | ' |
Purchase of fixed assets | -239,009 | -81,365 |
Financing Activities: | ' | ' |
Common stock issued for cash | 615,000 | 100,000 |
Capital contributions | ' | 60,000 |
Borrowings on debt | 300,000 | 175,000 |
Borrowing on debt, related party | 455,000 | 160,000 |
Payments, related party | -310,000 | ' |
Net Cash Provided by Financing Activities | 1,060,000 | 495,000 |
Net increase (decrease) for the period | -81,495 | 122,652 |
Cash, beginning of period | 144,750 | 22,098 |
Cash, end of period | 63,255 | 144,750 |
Non-cash financing and investing activities: | ' | ' |
Exchange of members' capital for common shares | ' | 360,310 |
Shares issued for conversion of debt | 150,000 | ' |
Shares issued for subscription receivable | 25,000 | ' |
Discount from warrants and stock issued with debt | $111,803 | ' |
Nutrafuels_Inc_Statement_of_St
Nutrafuels, Inc. - Statement of Stockholders' Deficit (USD $) | Common Stock | Preferred Stock | Members' Capital | Additional Paid-in Capital | Accumulated Deficit | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance, Value at Dec. 31, 2011 | ' | ' | $300,310 | ' | ($309,666) | ($9,356) |
Capital contributions | ' | ' | 60,000 | ' | ' | 60,000 |
Common stock issued for members' capital, Value | 1,500 | ' | -360,310 | 358,810 | ' | ' |
Common stock issued for members' capital, Shares | 15,000,000 | ' | ' | ' | ' | ' |
Shares issued for services, Value | 20 | ' | ' | 69,980 | ' | 70,000 |
Shares issued for services, Shares | 200,000 | ' | ' | ' | ' | ' |
Shares issued for cash, Value | 29 | ' | ' | 99,971 | ' | 100,000 |
Shares issued for cash, Shares | 285,715 | ' | ' | ' | ' | ' |
Net Loss | ' | ' | ' | ' | -387,748 | -387,748 |
Balance, Value at Dec. 31, 2012 | 1,549 | ' | ' | 528,761 | -697,414 | -167,104 |
Balance, Shares at Dec. 31, 2012 | 15,485,715 | 1,000 | ' | ' | ' | ' |
Preferred shares issued, Shares at Dec. 31, 2012 | ' | 1,000 | ' | ' | ' | 1,000 |
Shares issued for services, Value | 367 | ' | ' | 1,277,193 | ' | 1,277,560 |
Shares issued for services, Shares | 3,666,984 | ' | ' | ' | ' | 3,666,984 |
Shares issued for cash, Value | 140 | ' | ' | 639,860 | ' | 640,000 |
Shares issued for cash, Shares | 1,407,138 | ' | ' | ' | ' | ' |
Net Loss | ' | ' | ' | ' | -2,083,359 | -2,083,359 |
Shares issued for the conversion of debt, Value | 43 | ' | ' | 149,957 | ' | 150,000 |
Shares issued for the conversion of debt, Shares | 428,571 | ' | ' | ' | ' | ' |
Shares issued for the issuance of debt, Value | 25 | ' | ' | 38,561 | ' | 38,586 |
Shares issued for the issuance of debt, Shares | 250,000 | ' | ' | ' | ' | ' |
Warrants issued for the issuance of debt | ' | ' | ' | 73,217 | ' | 73,217 |
Balance, Value at Dec. 31, 2013 | $2,214 | ' | ' | $2,707,549 | ($2,780,773) | ($71,100) |
Balance, Shares at Dec. 31, 2013 | 21,238,408 | 1,000 | ' | ' | ' | ' |
Preferred shares issued, Shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | 1,000 |
Note_1_Description_of_Business
Note 1 - Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 1 - Description of Business and Basis of Presentation | ' |
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
Description of Business | |
NutraFuels, Inc. (the “Company”) was incorporated in Florida as a limited liability company on April 10, 2010 and converted to a regular corporation on December 3, 2012. NutraFuels is the producer of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption. | |
Basis of presentation | |
The financial statements have been prepared by NutraFuels, Inc. in accordance with accounting principles generally accepted in the United States. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2 - Significant Accounting Policies | ' |
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES | |
Cash and cash equivalents | |
Cash equivalents are highly liquid investments with an original maturity of three months or less. | |
Revenue recognition | |
The Company’s financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently shipped. | |
Inventories | |
Inventories are stated at cost utilizing the weighted average method of valuation and consist of raw materials and finished goods. | |
Allowance for doubtful accounts | |
We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. | |
Property and equipment | |
Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 7 to 13 years. | |
Impairment of long-lived assets | |
The Company will review the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. | |
An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. As of December 31, 2012 and 2013, the firm has not had to recognize an impairment loss. | |
Research and development | |
Costs incurred in connection with the development of new products and manufacturing methods are charged to selling, general and administrative expenses as incurred. During the years ended December 31, 2012 and 2013, $20,826 and $2,155, respectively, were expensed as research and development costs. | |
Income taxes | |
Prior to December 3, 2012, the firm was structured as an LLC and all the losses were allocated to the Member. Since conversion, the Corporation has operating losses, which are a carry forward against any income tax liability. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. | |
Basic and diluted net loss per share | |
Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is determined by dividing the net loss by the sum of (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of stock awards determined utilizing the treasury stock method. The dilutive effect of the outstanding awards for the years ended December 31, 2013 and 2012 was 0 shares. | |
Stock based compensation | |
We account for stock based compensation in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1, 2012 stock-based compensation expense will be recognized on a straight-line basis over the requisite service period. Until such time as a public market exists for the shares; or until such time as a reasonable price can be determined, the valuation will be determined with reference to contemporaneous sales of stock for cash or the value of service rendered. | |
Financial instruments | |
The carrying amount of our financial instruments, consisting of cash equivalents, short-term investments, account and notes receivable, accounts and notes payable, short-term borrowings and certain other liabilities, approximate their fair value due to their relatively short maturities. The carrying amount of our long-term debt approximates fair value since the stated rate of interest approximates a market rate of interest. | |
Concentrations | |
During 2013, the Company received approximately 23%, 36% and 14% of its revenues, respectively, from three separate customers. During 2012, approximately 68% of revenue was concentrated among three customers. | |
Recently issued accounting pronouncements | |
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Note_3_Going_Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 3 - Going Concern | ' |
NOTE 3 – GOING CONCERN | |
As shown in the accompanying financial statements, we have incurred net losses of $387,748 and $2,083,359 during 2012 and 2013, respectively. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes | ' | ||||||||||||||||
Note 4 - Property and Equipment | ' | ||||||||||||||||
NOTE 4 - PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment consisted of the following at December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Beginning balance | 80,597 | - | |||||||||||||||
Additions: Equipment | 148,588 | 77,454 | |||||||||||||||
Additions: Leasehold Improvements | 90,421 | 3,911 | |||||||||||||||
Depreciation | (45,323) | -768 | |||||||||||||||
Ending Balance | 274,282 | 80,597 | |||||||||||||||
Note_5_Convertible_Notes_Payab
Note 5 - Convertible Notes Payable | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 5 - Convertible Notes Payable | ' | ||||
NOTE 5 – CONVERTIBLE NOTES PAYABLE | |||||
On November 15, 2012, we entered into a convertible note agreement with a third party with a principal amount of $150,000. The note was originally convertible at the most recent price we offered or sold common stock in an offering registered with the Securities and Exchange Commission. During September 2013, the note was modified to establish a set conversion price of $0.35 per share. On September 12, 2013, the lender converted the amounts outstanding into an aggregate of 428,571 common shares. | |||||
On November 15, 2012, we entered into a convertible note agreement with a third party with a principal amount of $50,000. The note bears interest at the rate of 10% and is due on November 15, 2014. The note was originally convertible at the most recent price we offered or sold common stock in an offering registered with the Securities and Exchange Commission. During September 2013, the note was modified to establish a set conversion price of $1.00 per share. | |||||
On June 7, 2013, we entered into a convertible note with a third party in the principal amount of $100,000 which bears interest at the rate of 10% per annum. The note had originally had a due date of June 1, 2014 and was convertible at the most recent price we offered or sold common in an offering registered with the Securities and Exchange Commission. On September 7, 2013, the note was amended to allow the amounts outstanding to be converted into our common stock at the price of $1.00 per share. The note is due on June 1, 2014. As of December 31, 2013, the note had $100,000 of principal outstanding. | |||||
Because no registered offering of our common stock has occurred, the two notes described above did not have an effective conversion feature before the modification occurred and thus derivative treatment was not determined. Additionally, there was no beneficial conversion feature associated with the notes prior to their modification. We evaluated the modification using the criteria set forth in ASC Topic 470-50, Debt – Modifications and Extinguishments and we determined that the modification was an extinguishment because there was a substantial modification of terms. However, we did not experience a gain or loss on extinguishment because the fair value of the extinguished notes was the same as the fair value of the modified notes. There was no beneficial conversion feature associated with either of the modified notes because the conversion price equaled or exceeded the cash sales prices of common stock ($0.35 per share) that had occurred before the modification. | |||||
We evaluated the conversion features embedded in the modified notes payable for derivative accounting in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s own stock and concluded that the conversion features meet the criteria for classification in stockholders' equity. Therefore, derivative accounting is not applicable. | |||||
On August 26, 2013, we entered into a note agreement with a third party with a principal amount of $200,000. The note bears interest at the rate of 15% per annum and is due on August 26, 2014. Under the terms of the note, the lender received 250,000 common shares and 500,000 common stock purchase warrants. The warrants are exercisable at the price of $0.75 per share at any time prior to August 26, 2015. | |||||
We evaluated the warrants for derivative accounting consideration under ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s own stock. We concluded that the warrants meet the criteria for classification in stockholders' equity. Therefore, derivative accounting is not applicable for the warrants. Accordingly, we allocated the proceeds from the transaction to the debt, stock, and warrants based on their relative fair value. We determined the fair value of the warrants using a Black-Sholes option pricing model with the following inputs: | |||||
Risk-free interest rate | 0.36% | ||||
Dividend yield | 0% | ||||
Volatility factor | 297.25% | ||||
Expected life (years) | 2 | ||||
The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have a trading history from which to determine historical volatility. | |||||
The fair value of the investment was allocated among the notes, common stock, and warrant as follows: | |||||
Relative fair value of warrants | $ | 73,217 | |||
Relative fair value of stock | 38,586 | ||||
Relative fair value of note payable | 88,197 | ||||
Because the effective conversion price exceeded the price for recent sales of common stock, there was no beneficial conversion feature associated with this note. | |||||
The relative fair value of the warrants and stock were recorded as a discount to the notes. These discounts, totaling $111,803, will be amortized and charged to interest expense over the life of the note using the effective interest rate method. As of December 31, 2013, $24,626 of the discount had been amortized. The effective interest rate on the notes, including the discount, is $0.75%. | |||||
The following table summarizes convertible debt as of December 31, | |||||
2013 | 2012 | ||||
Beginning balance | $ | 150,000 | $ | - | |
Debt proceeds | 300,000 | 150,000 | |||
Discount | -111,803 | - | |||
Amortization of discount | 24,626 | - | |||
Conversions | -150,000 | - | |||
Ending balance | 262,823 | 150,000 | |||
Note_6_Notes_Payable_Related_P
Note 6 - Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 6 - Notes Payable - Related Party | ' |
NOTE 6 – NOTES PAYABLE - RELATED PARTY | |
As of December 31, 2013, the Company is indebted to Neil Catania, vice president, for $305,000. From time to time, Mr. Catania has advanced funds to the Company with no formal note agreement. During 2013, Mr. Catania advanced $405,000 to the Company and the Company repaid $310,000, resulting a net balance due to him of $95,000. The remaining $210,000 relates to two convertible notes payable, which are described below. | |
On November 15, 2012, the Company borrowed $135,000 under a convertible note agreement with Neil Catania, vice president. Under the original terms of the note, it was convertible at the most recent price of shares sold in an offering registered with SEC. The note bears interest at 10% and is due on November 15, 2014. As of December 31, 2012, $160,000 in principal was outstanding. During September 2013, the note was modified to establish a set conversion price of $1.00 per share. Because no registered offering of our common stock has occurred, the notes did not have an effective conversion feature before the modification occurred and thus derivative treatment could not be determined. Additionally, there was no beneficial conversion feature associated with the notes prior to their modification. | |
We evaluated the modification using the criteria set forth in ASC Topic 470-50, Debt – Modifications and Extinguishments and we determined that the modification was an extinguishment because there was a substantial modification of terms. However, we did not experience a gain or loss on extinguishment because the fair value of the extinguished note was the same as the fair value of the modified note. There was no beneficial conversion feature associated with the modified note because the conversion price equaled or exceeded the cash sales prices of common stock ($.35 per share) that had occurred before the modification. | |
On February 15, 2013 Mr. Catania lent the Company an additional $50,000. The note is convertible into common stock at a price of $1.00 per share. The note bears interest at 10% and is due on May 15, 2014. The conversion feature was not beneficial at the time of issuance because the conversion price equaled or exceeded the cash sales prices of common stock ($.35 per share) that had occurred before the modification. | |
We evaluated the conversion features embedded in the modified November Note and the February Note for derivative accounting in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s own stock and concluded that the conversion features meet the criteria for classification in stockholders' equity. Therefore, derivative accounting is not applicable. |
Note_7_Commitments_and_Conting
Note 7 - Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 7 - Commitments and Contingencies | ' | ||||
NOTE 7 – COMMITMENTS AND CONTINGENCIES | |||||
The Company has an operating lease commitment for office space with Lyons Corporate Park, LLLP, Coconut Creek Florida. The lease began on December 18, 2012 and will expire in February 2016. | |||||
The minimum lease payments required for the term of the lease are as follows: | |||||
12/31/14 | 12/31/15 | 12/31/16 | |||
$42,627 | $43,947 | $7,360 | |||
In the normal course of business, we may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations. |
Note_8_Income_Taxes
Note 8 - Income Taxes | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Note 8 - Income Taxes | ' | |||||
NOTE 8 - INCOME TAXES | ||||||
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2013 and 2012, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $765,000 at December 31, 2013, and will begin to expire in the year 2032. | ||||||
The Company had deferred income tax assets as of December 31, 2013, and 2012 as follows: | ||||||
12/31/13 | 12/31/12 | |||||
Loss Carryforwards | 260,000 | 12,000 | ||||
Less - Valuation Allowance | (260,000) | (12,000) | ||||
Total Net Deferred Tax Assets | - | - | ||||
Note_9_Shareholders_Equity
Note 9 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 9 - Shareholders' Equity | ' |
NOTE 9 – SHAREHOLDERS’ EQUITY | |
On November 27, 2012, the Company changed its legal business form from an LLC to a corporation. During 2012, prior to the recapitalization, the Company had received $60,000 in capital proceeds. The Company issued 15,000,000 common shares to recapitalize the contributions received from 2010 through 2012. | |
In November 2012, 200,000 common shares valued at $70,000 were issued for legal services. | |
In December 2012, 285,715 common shares were issued for proceeds of $100,000. | |
On December 3, 2012, the Company issued 1,000 preferred shares to its CEO and original majority shareholder in exchange for services rendered. Each preferred share has voting rights equal to 500,000 common shares. The shares are not convertible, not liquidating, and do not have dividends. They have a liquidation value of $1.00 per share based upon the redemption value. | |
During the year ended December 31, 2013, 1,407,138 shares were sold for cash of $640,000, which included cash proceeds of $615,000 and a subscription receivable for $25,000, which was received in January 2014. | |
Additionally, 3,666,984 shares were issued for services. These service-related shares were also valued at $0.35 per share or $1.00, based on the cash price of stock sold prior to making the grants. | |
In June 2013, a noteholder converted his $150,000 note into 428,571 shares (See Note 5). | |
Another 250,000 shares were issued to a lender, along with warrants to purchase 500,000 shares of common stock at $0.75 per share. This equity was received as part of his $290,000 convertible note in August 2013 (See Note 5). Adjustments to common stock and additional paid in capital are reflected via a debt discount totaling $111,803. |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 10 - Subsequent Events | ' | ||||
NOTE 10 - SUBSEQUENT EVENTS | |||||
During January 2014, the Company received $25,000 in cash from an investor with respect to the Subscription Receivable due at year end. | |||||
During February 2014, an investor loaned the Company $50,000. The loan is due by May 1, 2014 and a payment of $25,000 was made during April 2014. The investor received 50,000 shares of common stock in conjunction with the loan. The proceeds were allocated using relative fair value to the stock and loan as follows: | |||||
Relative fair value of stock | $ | 25,000 | |||
Relative fair value of note payable | $ | 25,000 | |||
The discount on the note, $25,000, will be recognized as additional interest over the life of the note. | |||||
On March 26, 2014, the Company borrowed $290,000 under a convertible note agreement with an investor. The note bears an interest rate of 10% and matures on March 26, 2015. The investor received warrants to purchase 500,000 shares of common stock at $0.50 per share with a two year exercise term. | |||||
We evaluated the warrants for derivative accounting consideration under ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s own stock. We concluded that the warrants meet the criteria for classification in stockholders' equity. Therefore, derivative accounting is not applicable for the warrants. Accordingly, we allocated the proceeds from the transaction to the debt, stock, and warrants based on their relative fair value. We determined the fair value of the warrants using a Black-Sholes option pricing model with the following inputs: | |||||
Risk-free interest rate | 0.45% | ||||
Dividend yield | -% | ||||
Volatility factor | 145% | ||||
Expected life (years) | 2 | ||||
The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have a trading history from which to determine historical volatility. | |||||
The fair value of the investment was allocated between the note and warrant as follows: | |||||
Relative fair value of warrants | 167,477 | ||||
Relative fair value of note payable | $ 122,553 | ||||
Because the price for recent sales of common stock exceeded the effective conversion price, we also recognized a beneficial conversion feature of $122,553. The total discount on the note, $290,000, will be recognized as additional interest over the life of the note. | |||||
During April 2014, an investor purchased 500,000 shares of common stock for $1.00 per share. The investor also received warrants to purchase 500,000 shares of common stock at $0.50 per share. The warrants have a one-year term. | |||||
During January 2014, we were granted a license to market nutritional supplements under the TapouT XT name to retail locations worldwide. Under the license agreement, we are required to pay a royalty fee to Nutra Evolution of 12.5% of net sales. The agreement provides us with an initial test period of four years, until January 31, 2018, to distribute the product. We paid $85,000 in conjunction with the license. At the expiration of this four year period, we may extend the license for three (3) consecutive three (3) year terms. We are required to pay minimum royalties of $400,000 during the first contract year; $750,000 during the second contract year and $1,000,000 each year thereafter. |
Note_2_Significant_Accounting_1
Note 2 - Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and cash equivalents | |
Cash equivalents are highly liquid investments with an original maturity of three months or less. |
Note_2_Significant_Accounting_2
Note 2 - Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue recognition | |
The Company’s financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently shipped. |
Note_2_Significant_Accounting_3
Note 2 - Significant Accounting Policies: Inventories (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Inventories | ' |
Inventories | |
Inventories are stated at cost utilizing the weighted average method of valuation and consist of raw materials and finished goods. |
Note_2_Significant_Accounting_4
Note 2 - Significant Accounting Policies: Allowance For Doubtful Accounts (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Allowance For Doubtful Accounts | ' |
Allowance for doubtful accounts | |
We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. |
Note_2_Significant_Accounting_5
Note 2 - Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Property and Equipment | ' |
Property and equipment | |
Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 7 to 13 years. |
Note_2_Significant_Accounting_6
Note 2 - Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Impairment of Long-lived Assets | ' |
Impairment of long-lived assets | |
The Company will review the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. | |
An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. As of December 31, 2012 and 2013, the firm has not had to recognize an impairment loss. |
Note_2_Significant_Accounting_7
Note 2 - Significant Accounting Policies: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Research and Development | ' |
Research and development | |
Costs incurred in connection with the development of new products and manufacturing methods are charged to selling, general and administrative expenses as incurred. During the years ended December 31, 2012 and 2013, $20,826 and $2,155, respectively, were expensed as research and development costs. |
Note_2_Significant_Accounting_8
Note 2 - Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income taxes | |
Prior to December 3, 2012, the firm was structured as an LLC and all the losses were allocated to the Member. Since conversion, the Corporation has operating losses, which are a carry forward against any income tax liability. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. |
Note_2_Significant_Accounting_9
Note 2 - Significant Accounting Policies: Basic and Diluted Net Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Basic and Diluted Net Loss Per Share | ' |
Basic and diluted net loss per share | |
Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is determined by dividing the net loss by the sum of (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of stock awards determined utilizing the treasury stock method. The dilutive effect of the outstanding awards for the years ended December 31, 2013 and 2012 was 0 shares. |
Recovered_Sheet1
Note 2 - Significant Accounting Policies: Stock Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Stock Based Compensation | ' |
Stock based compensation | |
We account for stock based compensation in accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1, 2012 stock-based compensation expense will be recognized on a straight-line basis over the requisite service period. Until such time as a public market exists for the shares; or until such time as a reasonable price can be determined, the valuation will be determined with reference to contemporaneous sales of stock for cash or the value of service rendered. |
Recovered_Sheet2
Note 2 - Significant Accounting Policies: Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Financial Instruments | ' |
Financial instruments | |
The carrying amount of our financial instruments, consisting of cash equivalents, short-term investments, account and notes receivable, accounts and notes payable, short-term borrowings and certain other liabilities, approximate their fair value due to their relatively short maturities. The carrying amount of our long-term debt approximates fair value since the stated rate of interest approximates a market rate of interest. |
Recovered_Sheet3
Note 2 - Significant Accounting Policies: Concentrations (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Concentrations | ' |
Concentrations | |
During 2013, the Company received approximately 23%, 36% and 14% of its revenues, respectively, from three separate customers. During 2012, approximately 68% of revenue was concentrated among three customers. |
Recovered_Sheet4
Note 2 - Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Recently Issued Accounting Pronouncements | ' |
Recently issued accounting pronouncements | |
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment: Property and Equipment Consisted of The Following At December 31, (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||
Property and Equipment Consisted of The Following At December 31, | ' | ||||||||||||||||
Property and equipment consisted of the following at December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Beginning balance | 80,597 | - | |||||||||||||||
Additions: Equipment | 148,588 | 77,454 | |||||||||||||||
Additions: Leasehold Improvements | 90,421 | 3,911 | |||||||||||||||
Depreciation | (45,323) | -768 | |||||||||||||||
Ending Balance | 274,282 | 80,597 | |||||||||||||||
Note_5_Convertible_Notes_Payab1
Note 5 - Convertible Notes Payable: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||
Risk-free interest rate | 0.36% | ||||
Dividend yield | 0% | ||||
Volatility factor | 297.25% | ||||
Expected life (years) | 2 |
Note_5_Convertible_Notes_Payab2
Note 5 - Convertible Notes Payable: Schedule Fair Value Warrants (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule Fair Value Warrants | ' | ||||
Relative fair value of warrants | $ | 73,217 | |||
Relative fair value of stock | 38,586 | ||||
Relative fair value of note payable | 88,197 |
Note_5_Convertible_Notes_Payab3
Note 5 - Convertible Notes Payable: Convertible Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Convertible Notes Payable | ' | ||||
2013 | 2012 | ||||
Beginning balance | $ | 150,000 | $ | - | |
Debt proceeds | 300,000 | 150,000 | |||
Discount | -111,803 | - | |||
Amortization of discount | 24,626 | - | |||
Conversions | -150,000 | - | |||
Ending balance | 262,823 | 150,000 |
Note_7_Commitments_and_Conting1
Note 7 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||
12/31/14 | 12/31/15 | 12/31/16 | |||
$42,627 | $43,947 | $7,360 | |||
Note_8_Income_Taxes_Schedule_o
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||
12/31/13 | 12/31/12 | |||||
Loss Carryforwards | 260,000 | 12,000 | ||||
Less - Valuation Allowance | (260,000) | (12,000) | ||||
Total Net Deferred Tax Assets | - | - |
Note_10_Subsequent_Events_Sche
Note 10 - Subsequent Events: Schedule Fair Value Stock and Loan (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule Fair Value Stock and Loan | ' | ||||
Relative fair value of stock | $ | 25,000 | |||
Relative fair value of note payable | $ | 25,000 |
Note_10_Subsequent_Events_Sche1
Note 10 - Subsequent Events: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||
Risk-free interest rate | 0.45% | ||||
Dividend yield | -% | ||||
Volatility factor | 145% | ||||
Expected life (years) | 2 |
Note_10_Subsequent_Events_Sche2
Note 10 - Subsequent Events: Schedule Fair Value Note and Warrant (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule Fair Value Note and Warrant | ' | ||||
Relative fair value of warrants | 167,477 | ||||
Relative fair value of note payable | $ 122,553 |
Recovered_Sheet5
Note 2 - Significant Accounting Policies: Research and Development (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Research and Development Expense | $2,155 | $20,826 |
Note_3_Going_Concern_Details
Note 3 - Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Net Loss | $2,083,359 | $387,748 |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment: Property and Equipment Consisted of The Following At December 31, (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Property, Plant and Equipment, Net, Beginning Balance | $274,282 | [1] | $80,597 | [1] |
Property, Plant and Equipment, Gross | 148,588 | 77,454 | ||
Leasehold Improvements, Gross | 90,421 | 3,911 | ||
Property, Plant and Equipment, Other, Accumulated Depreciation | -45,323 | -768 | ||
Property, Plant and Equipment, Net, Ending Balance | 274,282 | [1] | 80,597 | [1] |
Beginning | ' | ' | ||
Property, Plant and Equipment, Net, Beginning Balance | 80,597 | ' | ||
Property, Plant and Equipment, Net, Ending Balance | 80,597 | ' | ||
Ending | ' | ' | ||
Property, Plant and Equipment, Net, Beginning Balance | 274,282 | 80,597 | ||
Property, Plant and Equipment, Net, Ending Balance | $274,282 | $80,597 | ||
[1] | net of accumulated depreciation of $46,092 and $768, respectively. |
Note_5_Convertible_Notes_Payab4
Note 5 - Convertible Notes Payable (Details) (USD $) | Apr. 30, 2014 | Mar. 26, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 27, 2012 | Sep. 30, 2013 | Sep. 12, 2013 | Nov. 15, 2012 | Sep. 30, 2013 | Nov. 15, 2012 | Dec. 31, 2013 | Sep. 07, 2013 | Jun. 07, 2013 | Aug. 26, 2013 |
Third Party 1 | Third Party 1 | Third Party 1 | Third Party 2 | Third Party 2 | Third Party 3 | Third Party 3 | Third Party 3 | Third Party 4 | ||||||
Convertible note payable, related party | ' | ' | $210,000 | $160,000 | ' | ' | ' | $150,000 | ' | $50,000 | ' | ' | $100,000 | $200,000 |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | 0.35 | ' | ' | 1 | ' | ' | 1 | ' | 0.75 |
Conversion of Stock, Shares Converted | ' | ' | ' | ' | ' | ' | 428,571 | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | 15.00% |
Debt Instrument, Principal Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Common Stock, Shares Issued | ' | ' | 21,238,408 | 15,785,715 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 500,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 |
Discount from warrants and stock issued with debt | ' | ' | 111,803 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Debt Discount | ' | ' | $24,626 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Remaining Discount Amortization Period | ' | ' | 0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_5_Convertible_Notes_Payab5
Note 5 - Convertible Notes Payable: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.36% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 297.25% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 |
Note_5_Convertible_Notes_Payab6
Note 5 - Convertible Notes Payable: Schedule Fair Value Warrants (Details) (Notes, Common Stock and Warrants, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Notes, Common Stock and Warrants | ' |
Relative Fair Value Warrants | $73,217 |
Relative Fair Value Stock | 38,586 |
Relative Fair Value Note Payable | $88,197 |
Note_5_Convertible_Notes_Payab7
Note 5 - Convertible Notes Payable: Convertible Notes Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible debt | $262,823 | $200,000 |
Debt Proceeds | 300,000 | 150,000 |
Debt Instrument, Unamortized Discount (Premium), Net | -111,803 | ' |
Amortization Debt Discount | 24,626 | ' |
Beginning Balance | ' | ' |
Convertible debt | 150,000 | ' |
Ending Balance | ' | ' |
Convertible debt | $262,823 | $150,000 |
Note_6_Notes_Payable_Related_P1
Note 6 - Notes Payable - Related Party (Details) (USD $) | Apr. 30, 2014 | Mar. 26, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Feb. 15, 2013 | Dec. 31, 2012 | Nov. 15, 2012 |
Neil Catania | Neil Catania | Neil Catania | Neil Catania | Neil Catania | |||||
Due to Related Parties, Current | ' | ' | ' | ' | $305,000 | ' | ' | ' | $135,000 |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% |
Debt Instrument, Principal Outstanding | ' | ' | ' | ' | ' | ' | ' | 160,000 | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Loans Payable, Current | ' | ' | ' | ' | ' | ' | $50,000 | ' | ' |
Common Stock, Par Value | $1 | $0.50 | $0.00 | $0.00 | ' | ' | $1 | ' | ' |
Accounts Payable, Interest-bearing, Interest Rate | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Note_7_Commitments_and_Conting2
Note 7 - Commitments and Contingencies: Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ' | ' | ' |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | ' | ' | $42,627 |
Capital Leases, Future Minimum Payments Due in Two Years | ' | 43,947 | ' |
Capital Leases, Future Minimum Payments Due in Three Years | $7,360 | ' | ' |
Note_8_Income_Taxes_Details
Note 8 - Income Taxes (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Operating Loss Carryforwards | $765,000 |
Note_8_Income_Taxes_Schedule_o1
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards | $260,000 | $12,000 |
Deferred Tax Assets, Valuation Allowance | ($260,000) | ($12,000) |
Note_9_Shareholders_Equity_Det
Note 9 - Shareholders' Equity (Details) (USD $) | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Nov. 27, 2012 | Nov. 30, 2012 | Dec. 31, 2012 | Dec. 03, 2012 | |||
Legal Services | Proceeds | CEO | ||||||
Capital contributions | ' | $60,000 | ' | ' | ' | ' | ||
Common Stock, Shares Issued | 21,238,408 | 15,785,715 | 15,000,000 | 200,000 | 285,715 | ' | ||
Common stock | 2,124 | [1] | 1,549 | [1] | ' | 70,000 | 100,000 | ' |
Preferred Stock, Shares Issued | 1,000 | 1,000 | ' | ' | ' | 1,000 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | 500,000 | ||
Preferred Stock, Liquidation Preference Per Share | ' | ' | ' | ' | ' | $1 | ||
Shares Sold for Cash | 1,407,138 | ' | ' | ' | ' | ' | ||
Shares Issued for Cash1 | $640,000 | ' | ' | ' | ' | ' | ||
Shares issued for services, Shares | 3,666,984 | ' | ' | ' | ' | ' | ||
[1] | $0.0001 par value; Authorized 500,000,000; issued and outstanding 21,238,40 and 15,485,715, respectively. |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details) (USD $) | 4 Months Ended | 12 Months Ended | 24 Months Ended | ||||||
Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2018 | Mar. 26, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subscription receivable | ' | ' | ' | ' | $290,000 | ' | $25,000 | $25,000 | ' |
Loans Payable | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' |
Due to Affiliate, Current | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' |
Shares, Issued | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 500,000 | ' | ' | ' | 500,000 | ' | ' | ' | ' |
Common Stock, Par Value | $1 | ' | ' | ' | $0.50 | ' | ' | $0.00 | $0.00 |
Common Stock Shares Purchased | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Royalties | ' | $750,000 | $400,000 | $1,000,000 | ' | ' | ' | ' | ' |
Note_10_Subsequent_Events_Sche3
Note 10 - Subsequent Events: Schedule Fair Value Stock and Loan (Details) (Stock and Loan, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock and Loan | ' |
Relative Fair Value Stock | $25,000 |
Relative Fair Value Note Payable | $25,000 |
Note_10_Subsequent_Events_Sche4
Note 10 - Subsequent Events: Schedule of Derivative Liabilities at Fair Value (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Derivative, Variable Interest Rate | 0.45% |
Fair Value Assumptions, Expected Volatility Rate | 145.00% |
Remaining Contractual Term | 2 |
Note_10_Subsequent_Events_Sche5
Note 10 - Subsequent Events: Schedule Fair Value Note and Warrant (Details) (Note and Warrants, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Note and Warrants | ' |
Relative Fair Value Warrants | $167,477 |
Relative Fair Value Note Payable | $122,553 |