Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 15, 2016 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Trading Symbol | glfh | |
Entity Registrant Name | Galenfeha, Inc. | |
Entity Central Index Key | 1,574,676 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 96,666,100 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 313,817 | $ 47,333 |
Accounts receivable | 9,475 | 107,424 |
Accounts receivable from related parties | 20,121 | 336 |
Inventory | 708,700 | 950,617 |
Prepaid inventory | 57,811 | 0 |
Prepaid expenses | 9,045 | 10,083 |
Total current assets | 1,118,969 | 1,115,793 |
FIXED ASSETS, net of accumulated depreciation of $36,245 and $21,419, respectively | 172,560 | 187,386 |
OTHER ASSETS | ||
Goodwill | 389,839 | 389,839 |
Customer list, net of accumulated amortization of $11,628 and $5,928, respectively | 11,170 | 16,870 |
Deposits | 1,000 | 1,000 |
Total other assets | 402,009 | 407,709 |
TOTAL ASSETS | 1,693,538 | 1,710,888 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 94,983 | 228,014 |
Accounts payable to related parties | 15,926 | 123,282 |
Deferred revenue | 115,629 | 0 |
Current maturities of long term debt | 350,000 | 95,771 |
Convertible note, net of unamortized discounts of $59,858 and $0, respectively | 67,642 | 0 |
Note payable - insurance finance | 12,644 | 0 |
Line of credit | 85,469 | 100,000 |
Related party convertible note, net of unamortized discounts of $0 | 125,000 | 125,000 |
Related party short term debts | 100,000 | 0 |
Derivative liabilities | 277,062 | 0 |
Total current liabilities | 1,244,355 | 672,067 |
LONG TERM DEBT | ||
Convertible notes, net of unamortized discount of $89,982 and $0, respectively | 9,298 | 0 |
Total liabilities | 1,253,653 | 672,067 |
STOCKHOLDERS' EQUITY | ||
Common stock Authorized: 500,000,000 common shares, $0.001 par value, 91,816,100 and 86,126,100 issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 91,816 | 86,126 |
Additional paid-in capital | 3,310,890 | 3,162,529 |
Accumulated deficit | (2,962,821) | (2,209,834) |
Total stockholders' equity | 439,885 | 1,038,821 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,693,538 | $ 1,710,888 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 36,245 | $ 21,419 |
Accumulated Amortization, Customer list | 11,628 | 5,928 |
Convertible Notes, Unamortized Discount Current | 59,858 | 0 |
Related Party Convertible Note, Unamortized Discount | 0 | 0 |
Convertible Notes, Unamortized Discount Noncurrent | $ 89,982 | $ 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 91,816,100 | 86,126,100 |
Common Stock, Shares, Outstanding | 91,816,100 | 86,126,100 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Third Parties | $ 292,649 | $ 249,681 | $ 664,060 | $ 279,258 |
Related Parties | 29,360 | 25,838 | 65,744 | 555,747 |
Cost of Sales | 243,493 | 216,141 | 535,657 | 521,737 |
Gross Profit | 78,516 | 59,378 | 194,147 | 313,268 |
Operating Expenses: | ||||
General and administrative | 126,514 | 182,926 | 284,114 | 340,708 |
Payroll expenses | 99,605 | 353,904 | 316,345 | 624,392 |
Professional fees | 12,050 | 135,099 | 48,721 | 165,728 |
Engineering research and development | (16,322) | 107,955 | (37,535) | 207,031 |
Depreciation and amortization expense | 6,842 | 4,257 | 20,526 | 14,061 |
Total operating expenses | 228,689 | 784,141 | 632,171 | 1,351,920 |
Loss from continuing operations | (150,173) | (724,763) | (438,024) | (1,038,652) |
Other (expense) income | ||||
Gain (loss) on sale of assets | 0 | 0 | 0 | (5,317) |
Interest income | 0 | 0 | 6 | 40 |
Miscellaneous income | 19,893 | 0 | 22,575 | 0 |
Interest expense | (155,568) | (34,363) | (222,883) | (102,770) |
Gain (loss) on derivative instruments | 534,230 | 0 | (114,661) | 0 |
Total other (expense) | 398,555 | (34,363) | (314,963) | (108,047) |
Net income (loss) | $ 248,382 | $ (759,126) | $ (752,987) | $ (1,146,699) |
Net income (loss) per share, basic | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding, basic | 86,869,035 | 86,150,013 | 86,375,553 | 83,808,979 |
Net income (loss) per share, diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding, diluted | 99,783,063 | 86,150,013 | 86,375,553 | 83,808,979 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY - 9 months ended Sep. 30, 2016 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 86,126 | $ 3,162,529 | $ (2,209,834) | $ 1,038,821 |
Beginning Balance (Shares) at Dec. 31, 2015 | 86,126,100 | |||
Reclass of conversion option to derivative liabilities | (6,175) | (6,175) | ||
Options expense | 54,402 | 54,402 | ||
Stock issued under convertible debenture | $ 5,440 | 39,878 | 45,318 | |
Stock issued under convertible debenture (Shares) | 5,440,000 | |||
Common shares issued under services contracts | $ 250 | 8,500 | 8,750 | |
Common shares issued under services contracts (Shares) | 250,000 | |||
Derivative liability extinguished on conversion | 112,468 | 112,468 | ||
Revaluation of common shares issued for services | (33,967) | (33,967) | ||
Non-vested options returned and cancelled | (26,745) | (26,745) | ||
Net loss | (752,987) | (752,987) | ||
Ending Balance at Sep. 30, 2016 | $ 91,816 | $ 3,310,890 | $ (2,962,821) | $ 439,885 |
Ending Balance (Shares) at Sep. 30, 2016 | 91,816,100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net loss | $ (752,987) | $ (1,146,699) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 20,526 | 14,061 |
Non-vested options forfeited | (26,745) | 0 |
Common shares issued for services | (25,217) | 296,281 |
Options expense | 54,402 | 227,241 |
Loss on disposal of assets | 0 | 5,317 |
Loss on derivative instruments | 114,661 | 0 |
Amortization of debt discounts on convertible notes | 204,505 | 93,493 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in accounts receivable | 97,949 | 29,537 |
(Increase) Decrease in accounts receivable from related party | (19,785) | 0 |
(Increase) Decrease in inventory | 241,917 | (469,771) |
(Increase) Decrease in prepaid expenses and other assets | (56,773) | (125,787) |
Increase (Decrease) in accounts payable and accrued liabilities | (133,031) | 67,927 |
Increase (Decrease) in accounts payable to related parties | (107,356) | 0 |
Increase (Decrease) in deferred revenue | 115,629 | 0 |
Net cash used in operating activities | (272,305) | (1,008,400) |
INVESTING ACTIVITIES | ||
Proceeds from sale of assets | 0 | 5,000 |
Purchase of fixed assets | 0 | (59,366) |
Cash paid for acquisition of subsidiary | 0 | (160,300) |
Net cash used in Investing activities | 0 | (214,666) |
FINANCING ACTIVITIES | ||
Proceeds from line of credit/notes payable | 439,168 | 199,189 |
Payments on notes payable | (269,073) | (38,258) |
Proceeds from convertible debentures, net of original issue discounts | 268,694 | 0 |
Proceeds from related party convertible promissory note | 100,000 | 0 |
Payment on convertible promissory notes | 0 | (125,000) |
Proceeds from sale of common stock | 0 | 1,512,200 |
Net cash provided by financing activities | 538,789 | 1,548,131 |
INCREASE IN CASH | 266,484 | 325,065 |
CASH AT BEGINNING OF PERIOD | 47,333 | 94,668 |
CASH AT END OF PERIOD | 313,817 | 419,733 |
Cash paid for: | ||
Interest expense | 5,600 | 1,078 |
Income taxes | 0 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Treasury stock returned to Company pursuant to lockup agreement | 0 | 5,125 |
Assumption of liabilities by an officer for disposal of fixed assets | 0 | 42,016 |
Common stock issued for acquisition of subsidiary | 0 | 191,750 |
Debt discount due to derivative liabilities | 268,694 | 0 |
Note payable issued for acquisition of subsidiary | 0 | 53,000 |
Common stock issued for debt conversion | 45,318 | 0 |
Reclass of conversion option from equity to derivative liabilities | 6,175 | 0 |
Derivative liability extinguished on conversion | $ 112,468 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION [Text Block] | NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2016, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these unaudited interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2015 audited financial statements included in its Form 10-K filed with the Securities and Exchange Commission. The results of operations for the period ended September 30, 2016 and the same period last year are not necessarily indicative of the operating results for the full years. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
GOING CONCERN [Text Block] | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses and net cash used in operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONCENTRATIONS During the nine months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, two other third party customers contributed to 56% of total revenue for nine months ended September 30, 2016. For the nine months ended September 30, 2015, 67% of sales were to a single related party customer. During the three months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, one other third party customer contributed to 53% of total revenue for three months ended September 30, 2016. For the three months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, one other third party customer contributed to 59% of total revenue for three months ended September 30, 2015. As of September 30, 2016, accounts receivable from one related party customer comprised 68% of total accounts receivable before it netted with accounts payable due to the same related party and accounts receivable from one third party customer comprised 31% of accounts receivable. As of December 31, 2015, accounts receivable from one third party customer comprised 81% of accounts receivable, while another third-party customer comprised 12% of accounts receivable. NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. During fiscal year 2015 and for the nine months ended September 30, 2016, all common stock equivalents were excluded as they would have been anti-dilutive the dilutive. For the three months ended September 30, 2016, the dilutive effect of the outstanding common stock options was 9,266,366 shares and convertible debt was 22,185,176 shares with a reduction to net income of $512,471. INVENTORIES Inventories are stated at the lower of cost, determined on a first-in, first-out basis (“FIFO”), or market, including direct material costs and direct and indirect manufacturing costs. Inventory consists of the following amounts as of September 30, 2016 and December 31, 2015. September 30, 2016 December 31, 2015 Raw Materials $ 267,741 $ 311,673 Work In Process - - Finished Goods 440,959 638,944 - Total Inventory $ 708,700 $ 950,617 FAIR VALUE ACCOUNTING As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table sets forth by level with the fair value hierarchy the Company’s assets and liabilities measured at fair value as of September 30, 2016: Level 1 Level 2 Level 3 Total Assets None $ — $ — $ — $ — Liabilities Derivative liabilities $ — $ — $ 277,062 $ 277,062 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
PROPERTY AND EQUIPMENT [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from three to forty years. A summary is as follows: September 30, 2016 December 31, 2015 Manufacturing assets $ 168,015 $ 168,015 Vehicles - - Furniture and equipment 19,318 19,318 Improvements 21,472 21,472 208,805 208,805 Less accumulated depreciation (36,245 ) (21,419 ) Property and equipment, net $ 172,560 $ 187,386 Depreciation expense related to property and equipment was $14,826 and $14,061 for the nine months ended September 30, 2016 and 2015, respectively and $4,942 and $4,257 for the three months ended September 30, 2016 and 2015, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2016 | |
NOTES PAYABLE [Text Block] | NOTE 5 – NOTES PAYABLE On May 12, 2016, the Company incurred a loan of $5,625 relating to the renewal of their commercial general liability insurance. The note has an interest rate of 8.00%, payable in payments of $583 for 10 months. Additionally in May of 2016, the Company incurred a loan of $5,746 relating to the renewal of their workers compensation, commercial property, and commercial automobile insurance. The loan balance increased by $6,798 on September 27, 2016 due to an additional workers compensation assessment after auditing the prior payroll period. The note has an interest rate of 0.00%, payable in payments of $936, $1,223, $599, and $7.669 in months one, two, three and four, respectively, and $509 per month for the remaining four months. The outstanding balance on these finance agreements was $12,644 and $6,791, as of September 30, 2016 and December 31, 2015, respectively. In August 2015, the Company incurred a loan of $78,593 that is secured by a customer purchase order. The loan has an interest rate of 4.75% payable in four payment of $19,843 with the first payment due on December 28, 2015. Since the prior customer purchase orders had been fulfilled and paid, the loan of $78,593 was repaid by a second loan of $88,980 on December 28, 2015 which was secured by current customer purchase orders. The second loan of $88,980 has an interest rate of 4.75% and is payable in one principal payment of $88,980 plus accrued interest on April 28, 2016. The outstanding balance on this loan was $0 and $88,980 as of September 30, 2016 and December 31, 2015, respectively. The Company also took out a line of credit of $100,000 on August 5, 2015 which is payable on demand. The line of credit is secured by all present and future inventory, all present and future accounts receivable, other receivables, contract rights, instruments, documents, notes, and all other similar obligation and indebtedness that may now and in the future be owed to the Company, and all general intangibles. On January 15, 2016 the Company’s line of credit was increased from $100,000 to $200,000. The Company withdrew an additional $70,000 in funds from the line of credit and paid loan origination and documentation fees of $1,000 at closing to bring the total outstanding line of credit balance to $171,000 as of January 15, 2016. Under the terms of the new agreement the loan is a fixed rate ( 4.75%) revolving line of credit loan to the Company for $200,000 due on January 15, 2017. Additionally, the line of credit is secured by a deposit account held at the Grantor’s institution which had a cash balance of $45 and $11,499 as of September 30, 2016 and December 31, 2015, respectively. The outstanding balance on the line of credit was $85,469 and $100,000 as of September 30, 2016 and December 31, 2015, respectively. On August 23, 2016, the Company entered into a Promissory Note Agreement with Kevin L. Wilson, in the amount of $350,000. The note bears an interest rate of 11 ½ % per annum from the date until the principal is paid in full. This note may be prepaid in whole or in part, without penalty. All outstanding principal, interest and fees shall be due and payable on or before August 23, 2017. As of September 30, 2016, the principal and interest due on the note is $354,190 (the accrued interest of $4,190 is presented as accounts payable in the consolidated balance sheet). The current maturities and five year debt schedule for the notes is as follows: 2016 $ - 2017 435,469 2018 - 2019 - 2020 - Total current notes payable $ 435,469 |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 9 Months Ended |
Sep. 30, 2016 | |
CONVERTIBLE LOANS [Text Block] | NOTE 6 – CONVERTIBLE LOANS At September 30, 2016 and December 31, 2015, convertible loans consisted on the following: September 30, 2016 December 31, 2015 February 2016 Note $ - - March 2016 Note 99,280 - April 2016 Note 75,000 - May 2016 Note 52,500 - Total notes payable 226,780 - Less: Unamortized debt discounts (149,840 ) - Total convertible loans, net 76,940 - Less: current portion of convertible loans (67,642 ) - Long-term convertible loans, net $ 9,298 - February 2016 Note Effective February 29, 2016 the Company entered into a Convertible Promissory Note (“Vista Note”) with Vista Capital Investments, LLC pursuant to which the Company issued Vista Capital Investments, LLC a convertible note in the amount of $275,000 with an original issue discount in the amount of $25,000. The principal amount due Vista Capital Investments, LLC is based on the consideration paid. The maturity date is two years from the effective date of each payment. On February 29, 2016 the Company received consideration of $75,000 for which an original issue discount of $7,500 was recorded. In addition, the Company recognized a discount of $5,625 on fees paid upon entering into this agreement and recognized accrued interest under the Vista Note totaling $16,500. There were no additional borrowings under the Vista Note during the nine months ended September 30, 2016. The Vista Note carries an interest rate of 6% which shall be applied on the issuance date to the original principal amount. The Vista Note provides Vista Capital Investments, LLC the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 70% of the lowest trade price in the 25 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $72,775 was recorded. On September 1, 2016 Vista converted $9,951 of the Vista Convertible Note into a total of 790,000 shares of Common Stock at a fair value of $0.01260 per share. On September 28, 2016 Vista converted $10,200 of the Vista Convertible Note into a total of 2,000,000 shares of Common Stock at a fair value of $0.0051 per share. See Note 9. Amortization of the debt discount totaled $102,400 for the nine months ended September 30, 2016. There was no remaining principal balance or accrued interest due under the Vista Note at September 30, 2016. March 2016 Note Effective March 2, 2016 the Company entered into a Convertible Promissory Note (“JMJ Note”) with JMJ Financial pursuant to which the Company issued JMJ Financial a convertible note in the amount of $500,000 with an original issue discount in the amount of $50,000. The principal amount due JMJ is based on the consideration paid. The maturity date is two years from the effective date of each payment. On March 2, 2016 the Company received consideration of $100,000 for which an original issue discount of $10,000 was recorded. In addition, the Company recognized a discount of $7,500 on fees paid upon entering into this agreement. There were no additional borrowings under the JMJ Note during the nine months ended September 30, 2016. If the Company doesn’t repay the JMJ Note on or before 90 days from the effective date the Company may not make further payments on this JMJ Note prior to the maturity date and a one-time interest charge of 12% will be applied to the principal amount. Since no payments were made on the note on or before 90 days from the effective date of the note, accrued interest due was recorded in the amount of $13,200 on June 1, 2016. The JMJ Note provides JMJ Financial the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 25 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $92,500 was recorded. On September 12, 2016 JMJ converted $8,820 of the JMJ Convertible Note into a total of 700,000 shares of Common Stock at a fair value of $0.01260 per share. On September 21, 2016 JMJ converted $9,000 of the JMJ Convertible Note into a total of 750,000 shares of Common Stock at a fair value of $0.01200 per share. On September 28, 2016 JMJ converted $7,344 of the JMJ Convertible Note into a total of 1,200,000 shares of Common Stock at a fair value of $0.006120 per share. See Note 9. Amortization of the debt discount totaled $34,462 for the nine months ended September 30, 2016. The principal balance due, net of the amortized discount under the JMJ Note was $9,298 at September 30, 2016. April 2016 Note Effective April 22, 2016 the Company entered into a Convertible Promissory Note (“Auctus Note”) with Auctus Fund, LLC pursuant to which the Company issued Auctus Fund, LLC a convertible note in the amount of $75,000. The maturity date is January 22, 2017. On April 22, 2016 the Company received consideration of $75,000. In addition, the Company recognized a discount of $6,750 on fees paid upon entering into this agreement. The Auctus Note carries an interest rate of 10% which shall be applied on the issuance date to the original principal amount. Interest paid under the Auctus Note totaled $5,625 at September 30, 2016. The Auctus Note provides Auctus Fund, LLC the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 25 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $62,625 was recorded. Amortization of the debt discount totaled $43,909 for the nine months ended September 30, 2016. The principal balance due, net of the amortized discount under the Auctus Note was $43,909 at September 30, 2016. May 2016 Note Effective April 18, 2016 the Company entered into a Convertible Promissory Note (“Adar Note”) with Adar Bays, LLC pursuant to which the Company issued Adar Bays, LLC a convertible note in the amount of $52,500 with an original issue discount in the amount of $2,500. The maturity date is April 18, 2017. On May 12, 2016 the Company received consideration of $50,000 for which an original issue discount of $2,500 was recorded. In addition, the Company recognized a discount of $6,250 on fees paid upon entering into this agreement. The Adar Note carries an interest rate of 8% which shall be applied on the issuance date to the original principal amount. Accrued interest due under the Adar Note totaled $4,200 at September 30, 2016. The Adar Note provides Adar Bays, LLC the right at any time, to convert the outstanding balance (including accrued and unpaid interest) into shares of the Company’s common stock at 60% of the lowest trade price in the 20 trading days previous to the conversion, additional discounts may apply in the case that conversion shares are not deliverable or if the shares are ineligible. As a result of the derivatives calculation (see Note 8) an additional discount of $39,550 was recorded. Amortization of the debt discount totaled $23,733 for the nine months ended September 30, 2016. The principal balance due, net of the amortized discount under the Adar Note was $23,733 at September 30, 2016. |
CONVERTIBLE LOANS RELATED PARTY
CONVERTIBLE LOANS RELATED PARTY | 9 Months Ended |
Sep. 30, 2016 | |
CONVERTIBLE LOANS RELATED PARTY [Text Block] | NOTE 7 – CONVERTIBLE LOANS – RELATED PARTY The Company issued a convertible promissory note to a related party in 2014 for $250,000 (see Note 12). The note is convertible into common stock of the Company at $0.50 per share. The intrinsic value of the beneficial conversion feature was determined to be $125,000 at the commitment date and the discount is being amortized over the one year life of the promissory note. As of September 30, 2016, $125,000 of the discount has been amortized as interest expense. Interest amortized for the nine months ended September 30, 2016 and 2015 was $0 and $61,986, respectively. The Company repaid $125,000 under this note during the twelve months ended December 31, 2015 and the outstanding balance was $125,000 as of September 30, 2016. This conversion option was accounted for as a derivative liability during the nine months ended September 30, 2016 resulting in a reclassification of the fair value of the derivative liability of $6,175 from equity (see Note 8). |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2016 | |
DERIVATIVE LIABILITY [Text Block] | NOTE 8 – DERIVATIVE LIABILITY During the nine months ended September 30, 2016, the Company identified conversion features embedded within its convertible debt. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Therefore, the fair value of the derivative instruments have been recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts will be accreted from the issuance date to the maturity date of the Notes. The change in the fair value of the derivative liabilities will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. The fair values of the embedded derivative liabilities were determined using the Black-Scholes valuation model on the issuance dates with the assumptions in the table below. The change in fair value of the Company’s derivative liabilities for the nine months ended September 30, 2016 is as follows: December 31, 2015 fair value $ - Additions recognized as derivative loss at inception 429,817 Additions recognized as note discount at inception 268,694 Derivative liability extinguished on conversion (112,468 ) Reclass from equity to derivative liability 6,175 Fair value mark – to market adjustment (315,156 ) September 30, 2016 fair value $ 277,062 The loss on the change in fair value of derivative liabilities for the three months ending March 31, 2016 totaled $114,661 and the gain on the change in fair value of derivative liabilities for the three months ending September 30, 2016 totaled $534,230. The fair value at the issuance and remeasurement dates for the convertible debt treated as derivative liabilities are based upon the following estimates and assumptions made by management for the nine months ended September 30, 2016: Exercise prices See Notes 6 and 7 Expected dividends 0% Expected volatility 188%-400% Expected term See Notes 6 and 7 Discount rate . 29%-.85% |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
SHAREHOLDERS EQUITY [Text Block] | NOTE 9 - SHAREHOLDERS’ EQUITY COMMON STOCK The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.001. As of September 30, 2016 and December 31, 2015, 91,816,100 and 86,126,100 shares of the Company’s common stock were issued and outstanding. In October 2014, the Company entered into an agreement for the issuance of 1,000,000 common shares for CAD/CAM Engineering Design Services for GLFH1200 series battery development. The shares vest in equal installments of 250,000 each year following the date of the agreement. On May 1, 2015, the Company issued 250,000 shares under this award. Since inception through September 30, 2016, $118,311 was expensed under this award and $0 remains to be expensed over the remaining service period. This nonemployee award is valued upon completion of services. This nonemployee signed an agreement effective July 22, 2016 between them and the Company acknowledging that the Company does not anticipate the need for any additional engineering contract services resulting in the return of non-vested options back to the Company. This resulted in a reduction to engineering research and development expense of $23,311 for the three months ended September 30, 2016. In July 2016, the Company entered into an agreement for the issuance of 1,000,000 common shares for consulting services. The shares are to be transferred in four quarterly installments of two hundred fifty thousand shares on or before the fifth day of the following months: August 2016, October 2016, January 2017, and April 2017. On August 5, 2016, the Company issued 250,000 shares under this award. Since inception through September 30, 2016, $14,188 was expensed under this award and $4,312 remains to be expensed over the remaining service period. A total of ($25,217) expense, net of revaluation of prior period, was recorded for common stock issued for services for the nine months ended September 30, 2016. On September 1, 2016 Vista converted $9,954 of the February 2016 Vista Convertible Note into a total of 790,000 shares of Common Stock at a fair value of $0.01260 per share. See Note 6. On September 12, 2016 JMJ converted $8,820 of the March 2016 JMJ Convertible Note into a total of 700,000 shares of Common Stock at a fair value of $0.01260 per share. See Note 6. On September 21, 2016 JMJ converted $9,000 of the March 2016 JMJ Convertible Note into a total of 750,000 shares of Common Stock at a fair value of $0.01200 per share. See Note 6. On September 28, 2016 JMJ converted $7,344 of the March 2016JMJ Convertible Note into a total of 1,200,000 shares of Common Stock at a fair value of $0.006120 per share. See Note 6. On September 28, 2016 Vista converted $10,200 of the February 2016 Vista Convertible Note into a total of 2,000,000 shares of Common Stock at a fair value of $0.0051 per share. See Note 6. |
OPTIONS
OPTIONS | 9 Months Ended |
Sep. 30, 2016 | |
OPTIONS [Text Block] | NOTE 10 - OPTIONS During the year ended December 31, 2015, the Company granted an aggregate of 2,050,000 options to a military sales representative and three employees. Col. Ashton Naylor (Ret) received 100,000 options exercisable at $0.25 per share, Chris Watkins received 750,000 options exercisable at $0.25 per share, Jeff Roach received 1,000,000 options exercisable at $0.20 per share, and Brian Nallin received 200,000 options exercisable at $0.20 per share. These options expire on April 1, 2016; June 11, 2020, February 1, 2017, and December 31, 2017 respectively. The options granted to Brian Nallin vest immediately and the other options vest in equal tranches over periods ranging from 2 to 5 years. The aggregate fair value of the option grants was determined to be $430,839 using the Black-Scholes Option Pricing Model and the following assumptions: volatilities between 218% and 396%, risk free rates between . 27% and 1.74%, expected terms between 1 and 5 years and zero expected dividends. The fair value of the award is being expensed over the vesting periods. $295,553 was expensed during the year ended December 31, 2015, $24,703 was expensed during the three months ended March 31, 2016, $18,741 was expensed during the three months ended June 30, 2016, and $10,958 was expensed during the three months ended September 30, 2016. Jeff Roach and Brian Nallin both voluntarily terminated employment with the Company on February 12, 2016 resulting in Jeff returning non-vested options back to the Company. This resulted in a reversal of prior period share based compensation and option expense of $26,745 during the nine months ended September 30, 2016. As of September 30, 2016, $63,707 remains to be expensed over the remaining vesting period. As of September 30, 2016, there were 1,700,000 options outstanding of which 1,250,000 were exercisable. The range of exercise prices and remaining weighted average life of the options outstanding at September 30, 2016 were $0.20 to $0.25 and 2.06 years, respectively. The aggregate intrinsic value of the outstanding options at September 30, 2016 was $0. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Text Block] | NOTE 11 - COMMITMENTS AND CONTINGENCIES The Company entered into a lease agreement for office and research facilities in Louisiana. One lease is for $10,200 per year for 24 months beginning May 1, 2014. Beginning in May of 2016 this lease became month to month and is $850 per month. The second lease is $2,600 per month for 24 months beginning on November 1, 2014. Additionally, the Company leases space in Fort Worth, Texas for corporate facilities for $99 monthly or $1,188 per year. The terms of this lease are also month to month. Year Ended Amount 2016 $ 18,200 2017 - 2018 - 2019 - 2020 - $ 18,200 From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. On September 15, 2016, the Company entered into a Cooperative Endeavor and Joint Marketing Agreement with T&L Consolidated, LLC whereby T&L Consolidated, LLC was engaged to locate and identify interested parties to the Company and assist with brokering the sale of the timer and Daylight Pump division to such third parties. Upon a sale of Daylight Pumps to a customer identified by T&L, the parties agree to the following distribution of the sales proceeds. The first $650,000 shall be paid to the Galenfeha, thereafter the next $650,000 shall be paid to T&L, and anything in excess of $1,300,000 shall be split equally between the Company and T&L. Galenfeha entered into an Independent Sales Contract with Electromax Power Solutions, LLC (EPS) with an initial two year term beginning October 2016 and ending October 2018. This contract shall automatically renew on the two year anniversary for an additional one year term. EPS shall facilitate sales of Galenfeha products, affiliated products, and equipment to customers. Galenfeha shall pay EPS 20% of all new initial and sustained revenue derived by EPS’s efforts, involvement, sales, and any other activities brought forth by EPS to Galenfeha. Net sales revenue shall be measured as the product sales price less cost of goods sold according to generally accepted accounting principles. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
RELATED PARTY TRANSACTIONS [Text Block] | NOTE 12 – RELATED PARTY TRANSACTIONS On November 1, 2014, the Company entered into a Convertible Promissory Note Agreement with Ray Moore Sr., a related party, in the amount of $250,000. The note bears an interest rate of 7% per annum until paid in full. Repayment of the loan is due on or before November 7, 2015. The lender shall have the right to convert this indebtedness to equity shares of Galenfeha at the rate of one share per $.50 of indebtedness for a total of 500,000 shares upon the expiration date, or at any time the Lender desired for the relieve of indebtedness of Maker. As of September 30, 2016, the principal and interest due on the note is $136,699 (the accrued interest of $11,699 is presented as accounts payable to related parties in the consolidated balance sheet). On May 12, 2016, the Company entered into a Promissory Note Agreement with Diane Moore, a related party, in the amount of $100,000. The note bears an interest rate of 5% per annum until the balance is paid in full. Repayment of the loan is due on or before December 31, 2016. As of September 30, 2016, the principal and interest due on the note is $101,846 (the accrued interest of $1,846 is presented as accounts payable to related parties in the consolidated balance sheet). Falcon Resources, LLC & MarionAv, LLC are two companies owned by Board Member, Trey Moore, and CEO/President, Lucien Marioneaux, Jr., respectively. These related party entities provide flight services to employees and directors of the Company. The total amount paid for flight services to Falcon Resources and MarionAv, LLC for the nine months ending September 30, 2016 totaled $6,600 and $5,050, respectively. As of September 30, 2016, the Company had outstanding accounts payable balances to Falcon Resources, LLC totaling $0 and MarionAv, LLC totaling $0. Galenfeha sells a portion of its finished goods to Fleaux Services, LLC, a company owned by Board Member, Trey Moore. During the three and nine months ended September 30, 2016, sales to the related company totaled $28,553 and $64,936, respectively. As of September 30, 2016, the Company had outstanding receivables from the related party company of $20,121. As of September 30, 2016, the Company had an outstanding accounts payable balance to Fleaux Services, LLC totaling $37. During the nine months ended September 30, 2016, the Company paid Fleaux Services, LLC $17,033 for inventory and shop supply purchases. Galenfeha purchases component parts used in the assembly of inventory items from River Cities Machine, LLC, a company owned by CEO/President, Lucien Marioneaux, Jr. During the nine months ended September 30, 2016 purchases from the related company totaled $960. As of September 30, 2016, the Company had zero outstanding payables to River Cities Machine, LLC. Galenfeha agreed to pay Lucien Marioneaux, Jr., former President & CEO, an auto allowance of $1,500 per month. For the nine months ending September 30, 2016, the Company paid a total of $13,500 to Mr. Marioneaux. |
UNCERTAIN TAX POSITIONS
UNCERTAIN TAX POSITIONS | 9 Months Ended |
Sep. 30, 2016 | |
UNCERTAIN TAX POSITIONS [Text Block] | NOTE 13 – UNCERTAIN TAX POSITIONS The Company received a letter on May 17, 2016 from the Caddo-Shreveport Sales and Use Tax Commission informing them of a parish sales and use tax audit scheduled to begin on June 28, 2016. The audit period covered is January 1, 2013 through May 31, 2016. The audit is currently under way and no judgments or assessments have been issued. Management is of the opinion that this audit will not result in any material change in the Company’s financial results. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
SUBSEQUENT EVENTS [Text Block] | NOTE 14 – SUBSEQUENT EVENTS On October 5, 2016 JMJ converted $7,800 of the March 2016 JMJ Convertible Note into a total of 1,300,000 shares of Common Stock at a fair value of $0.006000 per share. On October 18, 2016 JMJ converted $9,000 of the March 2016 JMJ Convertible Note into a total of 1,500,000 shares of Common Stock at a fair value of $0.006000 per share. On October 26, 2016, the Company extended an offer to Mr. James Ketner for the position of interim Chairman of the Board, and Interim CEO. Mr. Ketner accepted this offer on October 27, 2016 and his position became effective immediately. Mr. Marioneaux will step down as the Company’s President and CEO effective immediately. The new Board of Directors and executive officer structure is as follows: James Ketner – Interim Chairman/Interim CEO As of October 31, 2016, the Auctus Note issued on April 22, 2016 had been paid in full and extinguished. There is no common stock remaining to be converted. As of November 2, 2016, the Adar Note issued on April 18, 2016 had been paid in full and extinguished. No common stock was converted under this note, and there is no common stock remaining to be converted. As of November 4, 2016, the JMJ Note issued on March 2, 2016 had been paid in full and extinguished. The cash payoff amount was $90,000 and JMJ is to be issued 1,800,000 shares as requested and held in reserve on October 25, 2016. There is no common stock remaining to be converted. On November 4, 2016, Mr. James Ketner, Galenfeha’s Interim Chairman and CEO made a cash contribution to the company in the amount of $100,000 in exchange for a note that has a fixed repayment of $110,000. The note bears no interests, and can be repaid by the Company when funds become available. The note can be renegotiated between Galenfeha and Mr. Ketner if both parties agree to the terms. As of November 4, 2016, the Company had terminated and extinguished all of the convertible notes the Company entered into during the first and second quarters of 2016. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
CONCENTRATIONS [Policy Text Block] | CONCENTRATIONS During the nine months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, two other third party customers contributed to 56% of total revenue for nine months ended September 30, 2016. For the nine months ended September 30, 2015, 67% of sales were to a single related party customer. During the three months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, one other third party customer contributed to 53% of total revenue for three months ended September 30, 2016. For the three months ended September 30, 2016, 9% of sales were to a single related party customer. In addition, one other third party customer contributed to 59% of total revenue for three months ended September 30, 2015. As of September 30, 2016, accounts receivable from one related party customer comprised 68% of total accounts receivable before it netted with accounts payable due to the same related party and accounts receivable from one third party customer comprised 31% of accounts receivable. As of December 31, 2015, accounts receivable from one third party customer comprised 81% of accounts receivable, while another third-party customer comprised 12% of accounts receivable. |
NET INCOME (LOSS) PER COMMON SHARE [Policy Text Block] | NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. During fiscal year 2015 and for the nine months ended September 30, 2016, all common stock equivalents were excluded as they would have been anti-dilutive the dilutive. For the three months ended September 30, 2016, the dilutive effect of the outstanding common stock options was 9,266,366 shares and convertible debt was 22,185,176 shares with a reduction to net income of $512,471. |
INVENTORIES [Policy Text Block] | INVENTORIES Inventories are stated at the lower of cost, determined on a first-in, first-out basis (“FIFO”), or market, including direct material costs and direct and indirect manufacturing costs. Inventory consists of the following amounts as of September 30, 2016 and December 31, 2015. September 30, 2016 December 31, 2015 Raw Materials $ 267,741 $ 311,673 Work In Process - - Finished Goods 440,959 638,944 - Total Inventory $ 708,700 $ 950,617 |
FAIR VALUE ACCOUNTING [Policy Text Block] | FAIR VALUE ACCOUNTING As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table sets forth by level with the fair value hierarchy the Company’s assets and liabilities measured at fair value as of September 30, 2016: Level 1 Level 2 Level 3 Total Assets None $ — $ — $ — $ — Liabilities Derivative liabilities $ — $ — $ 277,062 $ 277,062 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Inventory, Current [Table Text Block] | September 30, 2016 December 31, 2015 Raw Materials $ 267,741 $ 311,673 Work In Process - - Finished Goods 440,959 638,944 - Total Inventory $ 708,700 $ 950,617 |
Schedule of Fair Value, by Balance Sheet Grouping [Table Text Block] | Level 1 Level 2 Level 3 Total Assets None $ — $ — $ — $ — Liabilities Derivative liabilities $ — $ — $ 277,062 $ 277,062 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Property, Plant and Equipment [Table Text Block] | September 30, 2016 December 31, 2015 Manufacturing assets $ 168,015 $ 168,015 Vehicles - - Furniture and equipment 19,318 19,318 Improvements 21,472 21,472 208,805 208,805 Less accumulated depreciation (36,245 ) (21,419 ) Property and equipment, net $ 172,560 $ 187,386 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Debt [Table Text Block] | 2016 $ - 2017 435,469 2018 - 2019 - 2020 - Total current notes payable $ 435,469 |
CONVERTIBLE LOANS (Tables)
CONVERTIBLE LOANS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Convertible Debt [Table Text Block] | September 30, 2016 December 31, 2015 February 2016 Note $ - - March 2016 Note 99,280 - April 2016 Note 75,000 - May 2016 Note 52,500 - Total notes payable 226,780 - Less: Unamortized debt discounts (149,840 ) - Total convertible loans, net 76,940 - Less: current portion of convertible loans (67,642 ) - Long-term convertible loans, net $ 9,298 - |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | December 31, 2015 fair value $ - Additions recognized as derivative loss at inception 429,817 Additions recognized as note discount at inception 268,694 Derivative liability extinguished on conversion (112,468 ) Reclass from equity to derivative liability 6,175 Fair value mark – to market adjustment (315,156 ) September 30, 2016 fair value $ 277,062 |
Schedule of Derivative Instruments [Table Text Block] | Exercise prices See Notes 6 and 7 Expected dividends 0% Expected volatility 188%-400% Expected term See Notes 6 and 7 Discount rate . 29%-.85% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Ended Amount 2016 $ 18,200 2017 - 2018 - 2019 - 2020 - $ 18,200 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Summary Of Significant Accounting Policies 1 | 9.00% |
Summary Of Significant Accounting Policies 2 | 56.00% |
Summary Of Significant Accounting Policies 3 | 67.00% |
Summary Of Significant Accounting Policies 4 | 9.00% |
Summary Of Significant Accounting Policies 5 | 53.00% |
Summary Of Significant Accounting Policies 6 | 9.00% |
Summary Of Significant Accounting Policies 7 | 59.00% |
Summary Of Significant Accounting Policies 8 | 68.00% |
Summary Of Significant Accounting Policies 9 | 31.00% |
Summary Of Significant Accounting Policies 10 | 81.00% |
Summary Of Significant Accounting Policies 11 | 12.00% |
Summary Of Significant Accounting Policies 12 | 9,266,366 |
Summary Of Significant Accounting Policies 13 | 22,185,176 |
Summary Of Significant Accounting Policies 14 | $ | $ 512,471 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Property And Equipment 1 | $ 14,826 |
Property And Equipment 2 | 14,061 |
Property And Equipment 3 | 4,942 |
Property And Equipment 4 | $ 4,257 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)mo$ / mo | |
Notes Payable 1 | $ 5,625 |
Notes Payable 2 | 8.00% |
Notes Payable 3 | $ 583 |
Notes Payable 4 | mo | 10 |
Notes Payable 5 | $ 5,746 |
Notes Payable 6 | $ 6,798 |
Notes Payable 7 | 0.00% |
Notes Payable 8 | $ 936 |
Notes Payable 9 | 1,223 |
Notes Payable 10 | 599 |
Notes Payable 11 | $ 7.669 |
Notes Payable 12 | $ / mo | 509 |
Notes Payable 13 | $ 12,644 |
Notes Payable 14 | 6,791 |
Notes Payable 15 | $ 78,593 |
Notes Payable 16 | 4.75% |
Notes Payable 17 | $ 19,843 |
Notes Payable 18 | 78,593 |
Notes Payable 19 | 88,980 |
Notes Payable 20 | $ 88,980 |
Notes Payable 21 | 4.75% |
Notes Payable 22 | $ 88,980 |
Notes Payable 23 | 0 |
Notes Payable 24 | 88,980 |
Notes Payable 25 | 100,000 |
Notes Payable 26 | 100,000 |
Notes Payable 27 | 200,000 |
Notes Payable 28 | 70,000 |
Notes Payable 29 | 1,000 |
Notes Payable 30 | $ 171,000 |
Notes Payable 31 | 4.75% |
Notes Payable 32 | $ 200,000 |
Notes Payable 33 | 45 |
Notes Payable 34 | 11,499 |
Notes Payable 35 | 85,469 |
Notes Payable 36 | 100,000 |
Notes Payable 37 | $ 350,000 |
Notes Payable 38 | 11 |
Notes Payable 39 | $ 354,190 |
Notes Payable 40 | $ 4,190 |
CONVERTIBLE LOANS (Narrative) (
CONVERTIBLE LOANS (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)d$ / sharesshares | |
Convertible Loans 1 | $ 275,000 |
Convertible Loans 2 | 25,000 |
Convertible Loans 3 | 75,000 |
Convertible Loans 4 | 7,500 |
Convertible Loans 5 | 5,625 |
Convertible Loans 6 | $ 16,500 |
Convertible Loans 7 | 6.00% |
Convertible Loans 8 | 70.00% |
Convertible Loans 9 | d | 25 |
Convertible Loans 10 | $ 72,775 |
Convertible Loans 11 | $ 9,951 |
Convertible Loans 12 | shares | 790,000 |
Convertible Loans 13 | $ / shares | $ 0.01260 |
Convertible Loans 14 | $ 10,200 |
Convertible Loans 15 | shares | 2,000,000 |
Convertible Loans 16 | $ / shares | $ 0.0051 |
Convertible Loans 17 | $ 102,400 |
Convertible Loans 18 | 500,000 |
Convertible Loans 19 | 50,000 |
Convertible Loans 20 | 100,000 |
Convertible Loans 21 | 10,000 |
Convertible Loans 22 | $ 7,500 |
Convertible Loans 23 | d | 90 |
Convertible Loans 24 | 12.00% |
Convertible Loans 25 | d | 90 |
Convertible Loans 26 | $ 13,200 |
Convertible Loans 27 | 60.00% |
Convertible Loans 28 | d | 25 |
Convertible Loans 29 | $ 92,500 |
Convertible Loans 30 | $ 8,820 |
Convertible Loans 31 | shares | 700,000 |
Convertible Loans 32 | $ / shares | $ 0.01260 |
Convertible Loans 33 | $ 9,000 |
Convertible Loans 34 | shares | 750,000 |
Convertible Loans 35 | $ / shares | $ 0.01200 |
Convertible Loans 36 | $ 7,344 |
Convertible Loans 37 | shares | 1,200,000 |
Convertible Loans 38 | $ / shares | $ 0.006120 |
Convertible Loans 39 | $ 34,462 |
Convertible Loans 40 | 9,298 |
Convertible Loans 41 | 75,000 |
Convertible Loans 42 | 75,000 |
Convertible Loans 43 | $ 6,750 |
Convertible Loans 44 | 10.00% |
Convertible Loans 45 | $ 5,625 |
Convertible Loans 46 | 60.00% |
Convertible Loans 47 | d | 25 |
Convertible Loans 48 | $ 62,625 |
Convertible Loans 49 | 43,909 |
Convertible Loans 50 | 43,909 |
Convertible Loans 51 | 52,500 |
Convertible Loans 52 | 2,500 |
Convertible Loans 53 | 50,000 |
Convertible Loans 54 | 2,500 |
Convertible Loans 55 | $ 6,250 |
Convertible Loans 56 | 8.00% |
Convertible Loans 57 | $ 4,200 |
Convertible Loans 58 | 60.00% |
Convertible Loans 59 | d | 20 |
Convertible Loans 60 | $ 39,550 |
Convertible Loans 61 | 23,733 |
Convertible Loans 62 | $ 23,733 |
CONVERTIBLE LOANS RELATED PAR32
CONVERTIBLE LOANS RELATED PARTY (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Convertible Loans Related Party 1 | $ 250,000 |
Convertible Loans Related Party 2 | $ / shares | $ 0.50 |
Convertible Loans Related Party 3 | $ 125,000 |
Convertible Loans Related Party 4 | 125,000 |
Convertible Loans Related Party 5 | 0 |
Convertible Loans Related Party 6 | 61,986 |
Convertible Loans Related Party 7 | 125,000 |
Convertible Loans Related Party 8 | 125,000 |
Convertible Loans Related Party 9 | $ 6,175 |
DERIVATIVE LIABILITY (Narrative
DERIVATIVE LIABILITY (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative Liability 1 | $ 114,661 |
Derivative Liability 2 | $ 534,230 |
SHAREHOLDERS EQUITY (Narrative)
SHAREHOLDERS EQUITY (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Shareholders Equity 1 | shares | 500,000,000 |
Shareholders Equity 2 | $ 0.001 |
Shareholders Equity 3 | 91,816,100 |
Shareholders Equity 4 | shares | 86,126,100 |
Shareholders Equity 5 | shares | 1,000,000 |
Shareholders Equity 6 | 250,000 |
Shareholders Equity 7 | shares | 250,000 |
Shareholders Equity 8 | $ 118,311 |
Shareholders Equity 9 | 0 |
Shareholders Equity 10 | $ 23,311 |
Shareholders Equity 11 | shares | 1,000,000 |
Shareholders Equity 12 | shares | 250,000 |
Shareholders Equity 13 | $ 14,188 |
Shareholders Equity 14 | 4,312 |
Shareholders Equity 15 | 25,217 |
Shareholders Equity 16 | $ 9,954 |
Shareholders Equity 17 | shares | 790,000 |
Shareholders Equity 18 | $ / shares | $ 0.01260 |
Shareholders Equity 19 | $ 8,820 |
Shareholders Equity 20 | shares | 700,000 |
Shareholders Equity 21 | $ / shares | $ 0.01260 |
Shareholders Equity 22 | $ 9,000 |
Shareholders Equity 23 | shares | 750,000 |
Shareholders Equity 24 | $ / shares | $ 0.01200 |
Shareholders Equity 25 | $ 7,344 |
Shareholders Equity 26 | shares | 1,200,000 |
Shareholders Equity 27 | $ / shares | $ 0.006120 |
Shareholders Equity 28 | $ 10,200 |
Shareholders Equity 29 | shares | 2,000,000 |
Shareholders Equity 30 | $ / shares | $ 0.0051 |
OPTIONS (Narrative) (Details)
OPTIONS (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)yr$ / sharesshares | |
Options 1 | shares | 2,050,000 |
Options 2 | shares | 100,000 |
Options 3 | $ / shares | $ 0.25 |
Options 4 | shares | 750,000 |
Options 5 | $ / shares | $ 0.25 |
Options 6 | shares | 1,000,000 |
Options 7 | $ / shares | $ 0.20 |
Options 8 | shares | 200,000 |
Options 9 | $ / shares | $ 0.20 |
Options 10 | 2 |
Options 11 | yr | 5 |
Options 12 | $ 430,839 |
Options 13 | 218.00% |
Options 14 | 396.00% |
Options 15 | 27.00% |
Options 16 | 1.74% |
Options 17 | 1 |
Options 18 | yr | 5 |
Options 19 | $ 295,553 |
Options 20 | 24,703 |
Options 21 | 18,741 |
Options 22 | 10,958 |
Options 23 | 26,745 |
Options 24 | $ 63,707 |
Options 25 | shares | 1,700,000 |
Options 26 | 1,250,000 |
Options 27 | $ 0.20 |
Options 28 | $ 0.25 |
Options 29 | yr | 2.06 |
Options 30 | $ 0 |
COMMITMENTS AND CONTINGENCIES36
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)mo$ / mo$ / yr | |
Commitments And Contingencies 1 | $ / yr | 10,200 |
Commitments And Contingencies 2 | mo | 24 |
Commitments And Contingencies 3 | $ / mo | 850 |
Commitments And Contingencies 4 | $ / mo | 2,600 |
Commitments And Contingencies 5 | mo | 24 |
Commitments And Contingencies 6 | $ 99 |
Commitments And Contingencies 7 | $ / yr | 1,188 |
Commitments And Contingencies 8 | $ 650,000 |
Commitments And Contingencies 9 | 650,000 |
Commitments And Contingencies 10 | $ 1,300,000 |
Commitments And Contingencies 11 | 20.00% |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - 9 months ended Sep. 30, 2016 | USD ($)$ / moshares | CAD$ / moshares |
Related Party Transactions 1 | $ 250,000 | |
Related Party Transactions 2 | 7.00% | 7.00% |
Related Party Transactions 3 | $ 0.50 | |
Related Party Transactions 4 | shares | 500,000 | 500,000 |
Related Party Transactions 5 | $ 136,699 | |
Related Party Transactions 6 | 11,699 | |
Related Party Transactions 7 | $ 100,000 | |
Related Party Transactions 8 | 5.00% | 5.00% |
Related Party Transactions 9 | $ 101,846 | |
Related Party Transactions 10 | 1,846 | |
Related Party Transactions 11 | 6,600 | |
Related Party Transactions 12 | 5,050 | |
Related Party Transactions 13 | 0 | |
Related Party Transactions 14 | 0 | |
Related Party Transactions 15 | 28,553 | |
Related Party Transactions 16 | 64,936 | |
Related Party Transactions 17 | 20,121 | |
Related Party Transactions 18 | 37 | |
Related Party Transactions 19 | CAD | CAD 17,033 | |
Related Party Transactions 20 | $ 960 | |
Related Party Transactions 21 | $ / mo | 1,500 | 1,500 |
Related Party Transactions 22 | $ 13,500 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Subsequent Events 1 | $ 7,800 |
Subsequent Events 2 | shares | 1,300,000 |
Subsequent Events 3 | $ / shares | $ 0.006000 |
Subsequent Events 4 | $ 9,000 |
Subsequent Events 5 | shares | 1,500,000 |
Subsequent Events 6 | $ / shares | $ 0.006000 |
Subsequent Events 7 | $ 90,000 |
Subsequent Events 8 | shares | 1,800,000 |
Subsequent Events 9 | $ 100,000 |
Subsequent Events 10 | $ 110,000 |
Schedule of Inventory, Current
Schedule of Inventory, Current (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 1 | $ 267,741 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 2 | 311,673 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 3 | 0 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 4 | 0 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 5 | 440,959 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 6 | 638,944 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 7 | 0 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 8 | 708,700 |
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 9 | $ 950,617 |
Schedule of Fair Value, by Bala
Schedule of Fair Value, by Balance Sheet Grouping (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 1 | $ 0 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 2 | 0 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 3 | 0 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 4 | 0 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 5 | 0 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 6 | 0 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 7 | 277,062 |
Summary Of Significant Accounting Policies Schedule Of Fair Value, By Balance Sheet Grouping 8 | $ 277,062 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Property And Equipment Schedule Of Property, Plant And Equipment 1 | $ 168,015 |
Property And Equipment Schedule Of Property, Plant And Equipment 2 | 168,015 |
Property And Equipment Schedule Of Property, Plant And Equipment 3 | 0 |
Property And Equipment Schedule Of Property, Plant And Equipment 4 | 0 |
Property And Equipment Schedule Of Property, Plant And Equipment 5 | 19,318 |
Property And Equipment Schedule Of Property, Plant And Equipment 6 | 19,318 |
Property And Equipment Schedule Of Property, Plant And Equipment 7 | 21,472 |
Property And Equipment Schedule Of Property, Plant And Equipment 8 | 21,472 |
Property And Equipment Schedule Of Property, Plant And Equipment 9 | 208,805 |
Property And Equipment Schedule Of Property, Plant And Equipment 10 | 208,805 |
Property And Equipment Schedule Of Property, Plant And Equipment 11 | (36,245) |
Property And Equipment Schedule Of Property, Plant And Equipment 12 | (21,419) |
Property And Equipment Schedule Of Property, Plant And Equipment 13 | 172,560 |
Property And Equipment Schedule Of Property, Plant And Equipment 14 | $ 187,386 |
Schedule of Debt (Details)
Schedule of Debt (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Notes Payable Schedule Of Debt 1 | $ 0 |
Notes Payable Schedule Of Debt 2 | 435,469 |
Notes Payable Schedule Of Debt 3 | 0 |
Notes Payable Schedule Of Debt 4 | 0 |
Notes Payable Schedule Of Debt 5 | 0 |
Notes Payable Schedule Of Debt 6 | $ 435,469 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Convertible Loans Schedule Of Convertible Debt 1 | $ 0 |
Convertible Loans Schedule Of Convertible Debt 2 | 0 |
Convertible Loans Schedule Of Convertible Debt 3 | 99,280 |
Convertible Loans Schedule Of Convertible Debt 4 | 0 |
Convertible Loans Schedule Of Convertible Debt 5 | 75,000 |
Convertible Loans Schedule Of Convertible Debt 6 | 0 |
Convertible Loans Schedule Of Convertible Debt 7 | 52,500 |
Convertible Loans Schedule Of Convertible Debt 8 | 0 |
Convertible Loans Schedule Of Convertible Debt 9 | 226,780 |
Convertible Loans Schedule Of Convertible Debt 10 | 0 |
Convertible Loans Schedule Of Convertible Debt 11 | (149,840) |
Convertible Loans Schedule Of Convertible Debt 12 | 0 |
Convertible Loans Schedule Of Convertible Debt 13 | 76,940 |
Convertible Loans Schedule Of Convertible Debt 14 | 0 |
Convertible Loans Schedule Of Convertible Debt 15 | (67,642) |
Convertible Loans Schedule Of Convertible Debt 16 | 0 |
Convertible Loans Schedule Of Convertible Debt 17 | 9,298 |
Convertible Loans Schedule Of Convertible Debt 18 | $ 0 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities at Fair Value (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 1 | $ 0 |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 2 | 429,817 |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 3 | 268,694 |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 4 | (112,468) |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 5 | 6,175 |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 6 | (315,156) |
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 7 | $ 277,062 |
Schedule of Derivative Instrume
Schedule of Derivative Instruments (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative Liability Schedule Of Derivative Instruments 1 | $ 7 |
Derivative Liability Schedule Of Derivative Instruments 2 | 0.00% |
Derivative Liability Schedule Of Derivative Instruments 3 | 188.00% |
Derivative Liability Schedule Of Derivative Instruments 4 | $ 7 |
Derivative Liability Schedule Of Derivative Instruments 5 | 29.00% |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental Payments for Operating Leases (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 1 | $ 18,200 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 2 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 3 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 4 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 5 | 0 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 6 | $ 18,200 |