STL Marketing (STLK) 10-Q 19 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 18, 2015
Document And Entity Information
Entity Registrant Name	STL Marketing Group, Inc.
Entity Central Index Key	1,569,055
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		866,507,801
Trading Symbol	STLK
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 3,525	$ 102
Deferred offering costs		84,070
Total Current Assets	$ 3,525	84,172
Property and Equipment, net	4,660	5,755
Other Assets
Security deposits	1,135	1,135
Total Assets	9,320	91,062
Current Liabilities:
Accounts payable and accrued liabilities, including $670,070 and $579,120 salaries due to officers, respectively	1,197,588	1,062,173
Accrued liabilities and accounts payable - related party	416,703	385,677
Notes payable - related party	71,446	42,751
Liabilities payable in shares	114,500	114,500
Liability settlement	18,681	18,681
Notes payable	60,000	60,000
Convertible notes payable, net of discount	991,463	978,069
Derivative liabilities	3,206,813	2,439,998
Total Liabilities	$ 6,077,194	$ 5,101,849
Commitments and Contingencies
Stockholders' Deficit
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 866,507,801 Shares Issued and Outstanding at June 30, 2015, 59,764,239 Issued and Outstanding at December 31, 2014	$ 866,508	$ 59,764
Additional paid in capital - Preferred Stock	(232,000)	(232,000)
Discount on Preferred Stock	(2,466,999)	(2,466,999)
Additional paid in capital - Common Stock	599,851	1,305,726
Accumulated Deficit	(8,035,234)	(6,877,278)
Total Stockholders' Deficit	(6,067,874)	(5,010,787)
Total Liabilities and Stockholders' Deficit	9,320	91,062
Class A Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value	1,800,000	1,800,000
Class B Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value	$ 1,400,000	$ 1,400,000
Class C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock value

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Salaries due to officers	$ 670,070	$ 579,120
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	2,600,000,000	2,600,000,000
Common Stock, shares issued	866,507,801	59,764,239
Common Stock, shares outstanding	866,507,801	59,764,239
Class A Preferred Stock [Member]
Preferred Stock, par value, percentage	10.00%	10.00%
Preferred Stock, shares authorized	1,800,000	1,800,000
Preferred Stock, shares issued	1,800,000	1,800,000
Preferred Stock, shares outstanding	1,800,000	1,800,000
Class A Preferred Stock [Member] | Non-Cumulative [Member]
Preferred Stock, par value	$ 1	$ 1
Class B Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	1,400,000,000	1,400,000,000
Preferred Stock, shares issued	1,400,000,000	1,400,000,000
Preferred Stock, shares outstanding	1,400,000,000	1,400,000,000
Class C Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	125,000	125,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Revenues
Cost of revenues
Gross profit
Operating expenses
Compensation	$ 61,899	$ 61,899	$ 124,506	$ 124,506
Professional fees	25,218	73,232	65,304	206,441
Selling, general and administrative	95,092	16,334	103,248	33,844
Total operating expenses	182,209	151,465	293,058	364,791
Loss from operations	(182,209)	(151,465)	(293,058)	(364,791)
Other income (expense):
Interest expense	$ (24,828)	(135,635)	$ (157,082)	(304,729)
Loss on settlement liability		(41,856)		(41,856)
Change in fair value of derivative liabilities	$ (872,633)	$ (1,534,462)	$ (840,874)	$ 569,944
Gain on extinguisment of derivative liabilities	287,635		287,635
Private placement costs	(54,933)	$ (122,135)	(154,577)	$ (221,424)
Other income (expense) - net	(664,759)	(1,834,088)	(864,898)	1,935
Net Loss	$ (846,968)	$ (1,985,553)	$ (1,157,956)	$ (362,856)
Net loss per common share - basic and diluted	$ 0	$ (0.01)	$ 0	$ 0
Weighted average common shares outstanding - basic and diluted	514,075,919	180,232,846	288,897,064	161,199,866

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows From Operating Activities:
Net Loss	$ (1,157,956)	$ (362,856)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	$ 1,095	1,031
Stock based compensation		$ 45,000
Deferred offering costs	$ 84,070
Amortization of debt discount	111,974	$ 247,036
Change in fair value of derivative liabilities	840,874	(569,944)
Private placement costs	154,577	$ 213,577
Gain on extinguishment of derivative liabilites	$ (287,635)
Amortization of deferred offering costs		$ 7,847
Financing fee		41,856
Debt converted below par		7,857
Changes in operating assets and liabilities:
Security deposits		(69)
Accounts payable and accrued liabilities	$ 137,703	116,604
Accounts payable - related party	31,026	75,134
Net Cash Used in Operating Activities	$ (84,272)	(176,927)
Cash Flows From Investing Activities:
Security deposits		3,398
Net Cash Provided by Investing Activities		$ 3,398
Cash Flows From Financing Activities:
Proceeds from related party notes payable	$ 33,695
Payment of related party notes payable	(5,000)
Proceeds from convertible notes	59,000	$ 186,500
Net Cash Provided by Financing Activities	87,695	186,500
Net increase cash	3,423	12,971
Cash at beginning of period	102	717
Cash at end of period	3,525	13,688
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible notes payable into common stock	$ 100,868	32,500
Note payable issued for deferred offering costs		25,000
Common stock issued for deferred offering costs		50,000
Liabilities settled in connection with the Liabilities Purchase Agreement		$ 81,495

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Stockholders' Deficit - 6 months ended Jun. 30, 2015 - USD ($)	Class A Preferred Stock [Member]	Class B Preferred Stock [Member]	Additional Paid-In Capital Preferred Stock [Member]	Discount On Preferred Stock [Member]	Common Stock Class B [Member]	Additional Paid-In Capital Common Stock [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2014	$ 1,800,000	$ 1,400,000	$ (232,000)	$ (2,466,999)	$ 59,764	$ 1,305,726	$ (6,877,278)	$ (5,010,787)
Balance, shares at Dec. 31, 2014	1,800,000	1,400,000,000			59,764,239
Stock issued for conversion of note payable					$ 806,744	$ (705,876)		100,868
Stock issued for conversion of note payable, Shares					806,743,562
Net Loss							$ (1,157,956)	(1,157,956)
Balance at Jun. 30, 2015	$ 1,800,000	$ 1,400,000	$ (232,000)	$ (2,466,999)	$ 866,508	$ 599,851	$ (8,035,234)	$ (6,067,874)
Balance, shares at Jun. 30, 2015	1,800,000	1,400,000,000			866,507,801

Nature of Operations and Summar

Nature of Operations and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Summary of Significant Accounting Policies	Note 1 – Nature of Operations and Summary of Significant Accounting Policies Nature of Operations The Company has recently added the sale and distribution of PBX equipment (VoIP technology) to its original focus in the development of renewable energy projects. As a result, our business is the sales and distribution of VoIP PBXs under the brand name PhoneSuite, as well as the prospective sale of electricity through a wind park to a government owned utility company in Costa Rica. On October 15, As the owners and management of Versant had voting and operating control of the Company after the merger, the transaction was accounted for as a recapitalization with Versant deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the consolidated financial statements reflect the historical results of Versant prior to the merger and that of the consolidated Company following the merger. Common Stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as of the earliest periods presented as capital stock reflecting the exchange ratio in the merger. STLK was a “shell company” prior to the merger and did not conduct an active trade or business. Because it was a shell company at the time of the Merger, we filed a general form for registration under Form 10 under the Securities Exchange Act of 1934, as amended. Summary of Significant Accounting Policies Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the six months ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2014 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015. These financial statements should be read in conjunction with that report. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain significant estimates were made in connection with preparing the Company’s financial statements. This includes the assumptions used to calculate derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those estimates. Fair Value of Financial Instruments The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs based on the Company’s assumptions and not corroborated by market data. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. At June 30, 2015 and December 31, 2014, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value (see Note 7): Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Derivative liabilities $ - $ 3,208,813 $ - Total $ - $ 3,208,813 $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Derivative liabilities $ - $ 2,439,998 $ - Total $ - $ 2,439,998 $ - Share-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Reverse Stock Split In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented. Net Income/(Loss) per Common Share Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. During the three and six months ended June 30, 2015 and June 30, 2014, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods Common stock equivalents are as follows: June 30, 2015 December 31, 2014 Convertible Debt 31,094,655,843 151,220,218 Liability to be paid in shares 545,000,000 2,422,222 Liability to be paid in shares (30% discount) 990,955,429 4,289,961 Common stock equivalents 32,630,611,272 157,932,401 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2015
Going Concern
Going Concern	Note 2 – Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses. During the six month period ended June 30, 2015, the Company incurred a net loss of $1,157,956 and used cash in operations of $84,272. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2014 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. At June 30, 2015, the Company had cash on hand in the amount of $3,525. Management estimates that the current funds on hand will not be sufficient to continue operations. Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business, and estimates that a significant amount of capital will be necessary to advance the development of our projects to the point at which they will become commercially viable. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. The ability of the Company to continue as a going concern is dependent on management’s plans, which include further implementation of its business plan and continuing to raise funds through debt and/or equity raises.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Notes Payable	Note 3 – Notes Payable June 30, 2015 December 31, 2014 In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. This note is in default. $ 50,000 $ 50,000 In March 2011, third parties loaned the Company $10,000 under a demand note bearing zero interest. The note were acquired in the merger and is in default. 10,000 10,000 $ 60,000 $ 60,000

Liabilities Payable in Shares

Liabilities Payable in Shares	6 Months Ended
	Jun. 30, 2015
Liabilities Payable In Shares
Liabilities Payable in Shares	Note 4 – Liabilities payable in shares In August 2012, the Company executed a consulting agreement with a third party to provide various services. This liability was acquired in the merger. Under the terms of the agreement, the consultant would be paid $10,000 per month for six months in the form of free trading shares. The share total is computed as follows: earned compensation will accrue interest at 6%, and accrued compensation will be convertible into 70% of the average of the lowest three closing bid prices of the 20 days preceding any conversion. At June 30, 2015, a balance of $60,000 remains outstanding and available to be converted. In January 2014, the Company executed a three-month consulting agreement with a third party to provide strategic planning matters. The consultant would be paid $15,000 per month for three months in the form of restricted common stock, using the average of the last five trading days of the month. As of June 30, 2015, a balance of $15,000 remains outstanding and available to be converted. In February 2014, the Company engaged an attorney as counsel. According to the engagement contract, a portion of the fees due to the attorney would be paid in restricted common shares. As of June 30, 2015 the Company has fees payable in the amount of $39,500, which is available to be converted.

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 5 – Convertible Notes Payable At June 30, 2015 and December 31, 2014, convertible notes consisted of the following: June 30, 2015 December 31, 2014 Unsecured convertible notes payable. $ 1,044,739 $ 1,084,319 Debt discount (53,276 ) (106,250 ) Notes payable, net of discount $ 991,463 $ 978,069 From 2007 to 2015, the Company issued Convertible Promissory Notes (“Notes”) in the aggregate principal amount of $1,087,073 to various accredited investors. The Notes bear interest ranging from 8% to 12% per annum and mature on various dates from March 2008 to September 2016. The Company is currently in default of payment for Notes that matured in March 2008 through April 2015 in the aggregate principal amount of $921,739. The Notes are convertible into shares of Common Stock of the Company at the option of the holder commencing on various dates following the issuance date of the Notes and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties, are convertible at price per share at discounts ranging from 10% to 75% of the Company’s Common Stock trading market price during a certain time period, as defined in the agreements. Further, the conversion prices for three notes are subject to a floor such that the conversion prices will not be less than a certain price, as defined in the agreement, with such floor prices ranging from $0.004 to $0.015 per share. In addition, the conversion prices are subject to adjustment in certain events, such as in conjunction with any sale, conveyance or disposition of all or substantially all of the Company’s assets or consummation of a transaction or series of related transactions in which the Company is not the surviving entity. As of December 31, 2014, the balance of the Notes was $1,084,319. During the six month ended June 30, 2014, the Company issued $59,000 of new unsecured convertible notes. During the six months ended June 30, 2015, note holders converted $98,580 of principal and $2,287 of accrued interest into 806,743,562 shares of the Company’s common stock. At June 30, 2015, the principal balance of the Notes was $1,044,739. As of December 31, 2014, the debt discount related to issuance of the Notes was $762,644 and the related accumulated amortization was $656,394. During the six months ended June 30, 2015, the Company recorded debt discounts of $59,000, and recorded discount amortization of $111,974. Also during the six months ended June 30, 2015 $98,580 of fully amortized discounts related to Notes converted into shares of stock was written off. As of June 30, 2015, debt discount was $723,063 and accumulated amortization was $669,787. The remainder of the valuation discount will be amortized as interest expense over the remaining term of the Notes. The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. In addition, the Company determined that instruments with floor prices ranging from $0.004 to $0.015 were de minimus and in substance not indexed to the Company’s own stock. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company records debt discount to the face amount of the notes, and any excess is recorded as a derivative liability.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions (A) Accounts Payable and Accrued Liabilities – Related Party Since April 8, 2010 through June 30, 2015, management and board members have been advancing funds to the Company, paying expenses on behalf of the Company, and deferring salaries and consulting fees. As of June 30, 2015 and December 31, 2014, accounts payable and accrued liabilities due to board members and companies owned by board members totaled $416,703 and $385,677, respectively. (B) Related Party Consulting Services The Company incurred consulting expenses to a company that is owned by a board member, and for the six months ending June 30, 2015 and 2014 the amounts were $15,000 and $75,000 respectively. (C) Notes Payable – Related Parties The Company executed various promissory notes to related parties since inception. The balance of the outstanding notes at December 31, 2014 was $42,751. During the six months ended June 30, 2015, notes were issued in the amount of $33,695 to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. During the six months ended June 30, 2015, the Company repaid $5,000 of notes to related parties. The balance of the outstanding notes at June 30, 2015 was $71,446. At June 30, 2015, the Company is in default on $39,877 of these notes.

Foreign Operations

Foreign Operations	6 Months Ended
	Jun. 30, 2015
Foreign Currency [Abstract]
Foreign Operations	Note 7 – Foreign Operations Costa Rica Operations outside the U.S. include subsidiaries in Costa Rica. Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. These subsidiaries are still in the development stage and have not generated any revenues.

Stockholders Deficit

Stockholders Deficit	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Stockholders Deficit	Note 8 – Stockholders Deficit Common Stock – For the six months ended June 30, 2015, 806,743,563 of Common Stock has been issued to the Holders of various convertible notes that converted $98,580 in principal and $2,288 in accrued interest with maturity dates between March and August 2015.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – Commitments and Contingencies Payable to Tarpon Bay Partners LLC In 2014, Tarpon Bay Partners LLC (Tarpon) assumed $519,282 of past due accounts payable of the Company from various creditors of the Company. Tarpon then commenced an action against the Company to recover the aggregate of the past due accounts. On March 19, 2014, the Circuit Court of the Second Judicial Circuit for Leon County, Florida approved an agreement between the Company and Tarpon, in which the Company agreed to issue shares of the Company’s common stock to Tarpon sufficient to generate proceeds equal to the aggregate of the past due accounts. In addition, Tarpon will receive a fee of approximately 33% based on the proceeds. The Company will record the fees as the shares are issued and the past due accounts are paid. The past due amounts assumed are recorded as current liabilities of the Company until settled under the assignment agreement. In connection with the settlement, during the six months ended June 30, 2014, the Company did not issue any shares of common stock to Tarpon. During the six months ended June 30, 2014, the Company issued to Tarpon 63,378,000 shares of common stock valued at $123,351, of which Tarpon received fees of $41,856 and $81,495 was paid to settle outstanding vendor payables. In addition, pursuant to the terms of the Settlement Agreement, the Company issued to Tarpon two convertible notes aggregating $50,000, which were due in May and September 2014. The notes are currently in default. At June 30, 2015, the amounts outstanding on the notes plus accrued interest was $46,091, and were convertible into 921,830,800 shares of the Company’s common stock. Litigations, Claims and Assessments The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. Other than the below litigation with the Costa Rican Investment Bank, the Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results. In 2012, the Company filed an arbitration claim with the “Centro Internacional de Conciliacion y Arbitraje” or “CICA” alleging that Grupo Aldesa, S.A., its then investment bank, withheld $195,400 of investor funds from the Company in mid-2011 for its own use and benefit and contrary to the executed agreement between the companies. The case claims that Aldesa received funds from two investors and remitted 50% of those funds and keeping the balance without authorization. Additionally, the Company did notify the Federal Bureau of Investigation (FBI), as well as, the State Attorney General of both Delaware and Colorado in mid-2012. Grupo Aldesa appealed to the Sala Primera de la Corte Suprema (the Supreme Court over these types of legal matters) in October of 2012 claiming CICA did not have subject matter jurisdiction or the right to adjudicate the case. In a strongly worded opinion Sala Primera rejected Aldesa’s appeal in the Company’s favor. CICA has received the official notice from the Sala Primera regarding the opinion and has taken up the case from where we were before the appeal. The CICA process has reached its final legal stage, we are awaiting the final judgment which is expected this year.

Nature of Operations and Summ16

Nature of Operations and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation of Unaudited Condensed Financial Information	Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the six months ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2014 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015. These financial statements should be read in conjunction with that report.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain significant estimates were made in connection with preparing the Company’s financial statements. This includes the assumptions used to calculate derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs based on the Company’s assumptions and not corroborated by market data. The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. At June 30, 2015 and December 31, 2014, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value (see Note 7): Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Derivative liabilities $ - $ 3,208,813 $ - Total $ - $ 3,208,813 $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Derivative liabilities $ - $ 2,439,998 $ - Total $ - $ 2,439,998 $ -
Share-Based Compensation	Share-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Reverse Stock Split	Reverse Stock Split In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented.
Net Income/(Loss) per Common Share	Net Income/(Loss) per Common Share Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. During the three and six months ended June 30, 2015 and June 30, 2014, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods Common stock equivalents are as follows: June 30, 2015 December 31, 2014 Convertible Debt 31,094,655,843 151,220,218 Liability to be paid in shares 545,000,000 2,422,222 Liability to be paid in shares (30% discount) 990,955,429 4,289,961 Common stock equivalents 32,630,611,272 157,932,401
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Nature of Operations and Summ17

Nature of Operations and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	At June 30, 2015 and December 31, 2014, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value (see Note 7): Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Derivative liabilities $ - $ 3,208,813 $ - Total $ - $ 3,208,813 $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Derivative liabilities $ - $ 2,439,998 $ - Total $ - $ 2,439,998 $ -
Schedule of Common Stock Equivalents	During the three and six months ended June 30, 2015 and June 30, 2014, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods Common stock equivalents are as follows: June 30, 2015 December 31, 2014 Convertible Debt 31,094,655,843 151,220,218 Liability to be paid in shares 545,000,000 2,422,222 Liability to be paid in shares (30% discount) 990,955,429 4,289,961 Common stock equivalents 32,630,611,272 157,932,401

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Schedule of Notes Payable	June 30, 2015 December 31, 2014 In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. This note is in default. $ 50,000 $ 50,000 In March 2011, third parties loaned the Company $10,000 under a demand note bearing zero interest. The note were acquired in the merger and is in default. 10,000 10,000 $ 60,000 $ 60,000

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Schedule of Convertible Debt	At June 30, 2015 and December 31, 2014, convertible notes consisted of the following: June 30, 2015 December 31, 2014 Unsecured convertible notes payable. $ 1,044,739 $ 1,084,319 Debt discount (53,276 ) (106,250 ) Notes payable, net of discount $ 991,463 $ 978,069

Nature of Operations and Summ20

Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - shares	Feb. 04, 2013	Oct. 31, 2014	Feb. 04, 2015
Reverse split of shares		1-for-15 ratio.
Versant Corporation [Member]
Issuance of common shares class B	7,500,000
Versant Corporation [Member] | Class B Preferred Stock [Member]
Percentage of common shares granted	100.00%
Percentage of combined entity shares held by acquiring entity			98.26%
Preferred Series A Convertible Stock [Member] | Versant Corporation [Member]
Business acquisition, number of shares issued	1,800,000
Class B Preferred Stock [Member] | Versant Corporation [Member]
Business acquisition, number of shares issued	1,400,000,000
Common stock exchange for preferred stock, shares	1,000
Business acquisition of convertible notes receivable, description	200,003 shares of Class B common stock for convertible notes in STLK and 6,666,667 shares of STLK’s common stock;
Number of share held by stock holder equity	200,003
Shares held with company upon acquisition	100,120,000

Nature of Operations and Summ21

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Level 1 [Member]
Derivative liabilities
Derivative liabilities, Total
Level 2 [Member]
Derivative liabilities	$ 3,208,813	$ 2,439,998
Derivative liabilities, Total	$ 3,208,813	$ 2,439,998
Level 3 [Member]
Derivative liabilities
Derivative liabilities, Total

Nature of Operations and Summ22

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Convertible Debt	$ 31,094,655,843	$ 151,220,218
Liability to be paid in shares	545,000,000	2,422,222
Liability to be paid in shares (30% discount)	990,955,429	4,289,961
Common stock equivalents	32,630,611,272	157,932,401

Nature of Operations and Summ23

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical)	Jun. 30, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liability discount percentage	30.00%	30.00%

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Going Concern
Net loss	$ (846,968)	$ (1,985,553)	$ (1,157,956)	$ (362,856)
Net cash used in operating activities			84,272	$ 176,927
Cash on hand	$ 3,525		$ 3,525

Notes Payable - Schedule of Not

Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Notes payable	$ 60,000	$ 60,000
Notes Payable One [Member]
Notes payable	50,000	50,000
Notes Payable Two [Member]
Notes payable	$ 10,000	$ 10,000

Notes Payable - Schedule of N26

Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Notes Payable One [Member]
Debt face amount	$ 50,000	$ 50,000
Debt interest percentage	0.00%	0.00%
Notes Payable Two [Member]
Debt face amount	$ 10,000	$ 10,000
Debt interest percentage	0.00%	0.00%

Liability Payable in Shares (De

Liability Payable in Shares (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Aug. 31, 2012	Jun. 30, 2015
Liabilities Payable In Shares
Payment for consultant	$ 10,000
Compensation interest, percentage	6.00%
Discount percentage on compensation	70.00%
Fair value of liability to be settled in common stock		$ 60,000
Payment of debt to third party by consulting agreement		15,000
Due to third party unissued amount for consulting agreement		15,000
Fees payable		$ 39,500

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Debt default principal amount of notes	$ 39,877
Debt conversion principal amount of converted note		$ (7,857)
Debt discount	$ 53,276		$ 106,250
Accumulated amortization expense	111,974	247,036
Unsecured Debt One [Member]
Notes payable	98,580	$ 59,000	1,084,319
Debt accrued interest	$ 2,287
Debt conversion number of shares converted	806,743,562
Debt conversion principal amount of converted note	$ 1,044,739
Unsecured Debt Two [Member]
Debt discount	59,000		762,644
Accumulated amortization expense	111,974		$ 656,394
Debt fully amortized discounts amount written off	98,580
Unsecured Debt Three [Member]
Debt discount	723,063
Accumulated amortization expense	$ 669,787
Minimum [Member]
Debt conversion stock price per share	$ 0.004
Minimum [Member] | Various Accredited Investors [Member]
Debt conversion stock price per share	0.004
Maximum [Member]
Debt conversion stock price per share	$ 0.015
Various Accredited Investors [Member]
Convertible promissory note principal amount	$ 1,087,073
Debt interest minimum percentage	8.00%
Debt interest maximum percentage	12.00%
Debt maturity date	March 2008 to September 2016.
Various Accredited Investors [Member] | Minimum [Member]
Debt convertible price per share discount percentage	10.00%
Various Accredited Investors [Member] | Maximum [Member]
Debt convertible price per share discount percentage	75.00%
Debt conversion stock price per share	$ 0.015
Various Accredited Investors [Member] | March 2008 Through April 2015 [Member]
Debt default principal amount of notes	$ 921,739

Convertible Notes Payable - Sch

Convertible Notes Payable - Schedule of Convertible Debt (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Unsecured convertible notes payable.	$ 1,044,739	$ 1,084,319
Debt discount	(53,276)	(106,250)
Note payable, net of discount	$ 991,463	$ 978,069

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Related Party Transaction Domain - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Accounts payable - related party	$ 416,703		$ 385,677
Consulting services, related parties	15,000	$ 75,000
Proceeds from related party notes	$ 33,695		42,751
Default debt interest, related parties	6.00%
Repayment of related party notes	$ 5,000
Note payable related party	71,446		$ 42,751
Notes default amount	$ 39,877
Minimum [Member]
Debt maturity duration, related parties	3 months
Maximum [Member]
Debt maturity duration, related parties	1 year

Stockholders Deficit (Details N

Stockholders Deficit (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Conversion value of convertible debt		$ (7,857)
Convertible Notes Holder [Member]
Conversion of debt, shares issued	806,743,563
Conversion value of convertible debt	$ 98,580
Accrued interest	$ 2,288
Debt instrument maturity date description	March and August 2015

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Dec. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Mar. 19, 2014
Number of stock shares issued
Paid to settle outstanding vendor payables		$ (5,000)
Convertible notes		$ 991,463		$ 978,069
Investor funds	$ 195,400
Percentage of claims recived funds from two investors	50.00%
Tarpon Bay Partners, LLC [Member]
Accounts payable			$ 519,282
Commitment fee percentage on proceeds					33.00%
Number of stock shares issued		921,830,800	63,378,000
Number of stock shares issued amount			$ 123,351
Proceeds from fees received			41,856
Paid to settle outstanding vendor payables			$ 81,495
Convertible notes		$ 50,000
Debt maturity date		May and September 2014
Accrued interest		$ 46,091
Stock issued for conversion of note payable, Shares		921,830,800