Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | 14-May-15 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | OMEGA COMMERCIAL FINANCE CORP | ||
Entity Central Index Key | 29504 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $29,843 | ||
Entity Common Stock, Shares Outstanding | 1,575,136,815 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash | $179,036 | $28,401 |
Other receivables | 0 | 110,000 |
Deposits | 50,919 | 0 |
TOTAL CURRENT ASSETS | 229,955 | 138,401 |
Furniture, fixtures & equipment (net of depreciation) | 42,486 | 422 |
TOTAL FURNITURE, FIXTURES & EQUIPMENT | 42,486 | 422 |
Trading securities | 107 | 0 |
OTHER ASSETS | ||
Investment in VeriTrek, Inc. (15%) | 20,802 | 0 |
TOTAL OTHER ASSETS | 20,802 | 0 |
TOTAL ASSETS | 293,350 | 138,823 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 125,770 | 39,293 |
Customer deposits | 69,180 | 9,540 |
Judgments payable | 2,300,948 | 2,300,948 |
Other payable | 65,000 | 0 |
Derivative liability | 1,848,299 | 464,993 |
Debt issuance costs | -16,150 | -9,031 |
Convertible debentures payable, net | 380,642 | 73,738 |
TOTAL CURRENT LIABILITIES | 4,773,689 | 2,879,481 |
TOTAL LIABILITIES | 4,773,689 | 2,879,481 |
STOCKHOLDERS' (DEFICIT) | ||
Common stock | 1,192,499 | 172 |
Preferred stock receivable | -43,636,569 | -43,642,694 |
Options | 0 | 4,500,950 |
Warrants (issued with preferred stock) | 1,546,372 | 1,546,372 |
Deferred equity offering costs | -7,508,010 | -7,508,010 |
Additional paid in capital | 2,578,431,001 | 49,879,459 |
Retained (deficit) | -2,546,196,458 | -9,380,409 |
TOTAL STOCKHOLDERS' (DEFICIT) | -4,480,339 | -2,740,658 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | 293,350 | 138,823 |
Treasury Stock | ||
STOCKHOLDERS' (DEFICIT) | ||
Common stock | -13,913 | 0 |
Common Stock to be Issued | ||
STOCKHOLDERS' (DEFICIT) | ||
Common stock | 2 | 2 |
Series A Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 1,845,000 | 1,359,990 |
Preferred Stock Series A Redeemable To Be Issued | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 0 | 3,510 |
Series C Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 2,500,000 | 2,500,000 |
Preferred Stock Series C Redeemable Reserves | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | -2,500,000 | -2,500,000 |
Series D Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 487,500 | 500,000 |
Series F Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 8,000,000 | 0 |
Series G Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 1,000,000 | 0 |
Preferred Stock Series H | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 0 | 0 |
Preferred Stock Series Y | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 0 | 0 |
Preferred Stock Series CC | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 0 | 0 |
Preferred Stock Series 2020 | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | 300,000 | 0 |
Preferred Stock Series 2020 to be Issued | ||
STOCKHOLDERS' (DEFICIT) | ||
Preferred stock | $72,236 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common Stock, par value per share | $0.01 | $0.01 |
Common Stock, shares issued | 119,249,985 | 17,545 |
Common Stock, shares outstanding | 119,249,985 | 17,545 |
Treasury Stock | ||
Treasury Stock, shares | -3,677,195 | 0 |
Series A Preferred Stock | ||
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock, shares authorized | 1,000,000 | 5,000,000 |
Preferred Stock, shares issued | 369,000 | 271,998 |
Preferred Stock, shares outstanding | 369,000 | 271,998 |
Series C Preferred Stock | ||
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock, shares authorized | 500,000 | 500,000 |
Preferred Stock, shares issued | 500,000 | 500,000 |
Preferred Stock, shares outstanding | 500,000 | 500,000 |
Series D Preferred Stock | ||
Preferred Stock, par value per share | $5 | $5 |
Preferred Stock, shares authorized | 100,000 | 500,000 |
Preferred Stock, shares issued | 97,500 | 100,000 |
Preferred Stock, shares outstanding | 97,500 | 100,000 |
Series F Preferred Stock | ||
Preferred Stock, par value per share | $100 | $100 |
Preferred Stock, shares authorized | 500,000 | 100,000 |
Preferred Stock, shares issued | 80,000 | 0 |
Preferred Stock, shares outstanding | 80,000 | 0 |
Series G Preferred Stock | ||
Preferred Stock, par value per share | $1 | $1 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 1,000,000 | 0 |
Preferred Stock, shares outstanding | 1,000,000 | 0 |
Preferred Stock Series H | ||
Preferred Stock, par value per share | $2.50 | $2.50 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Preferred Stock Series Y | ||
Preferred Stock, par value per share | $10 | $10 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Preferred Stock Series CC | ||
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Preferred Stock Series 2020 | ||
Preferred Stock, par value per share | $200 | $200 |
Preferred Stock, shares authorized | 100,000 | 100,000 |
Preferred Stock, shares issued | 300,000 | 0 |
Preferred Stock, shares outstanding | 300,000 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
REVENUES: | ||
Sales | $469,578 | $405,265 |
Cost of sales | -196,112 | -168,692 |
Gross profit (loss) | 273,466 | 236,573 |
EXPENSES: | ||
Depreciation | 8,547 | 339 |
Auto | 7,500 | 9,328 |
Commissions | 221,707 | 532,412 |
Compensation | 279,537 | 101,320 |
Shares issued in exchange for services from officer | 2,412,715,000 | 0 |
Stock issued for services | 94,306,162 | 1,406,600 |
Preferred shares issued for services | 8,000,000 | 0 |
Shares issued for relationship | 3,635 | 0 |
Professional fees | 312,691 | 126,235 |
Dues and subscriptions | 9,213 | 8,532 |
Rent | 140,671 | 8,394 |
Other selling, general and administrative expenses | 166,610 | 119,279 |
Total expenses | 2,516,171,273 | 2,312,439 |
Income (loss) from operations | -2,515,897,807 | -2,075,866 |
Other income/expense | ||
Interest income | 0 | 3,765 |
Gain on sale of securities | 0 | -24,352 |
Unrealized loss on securities | -1,393 | 0 |
Interest expense | -70,190 | -75,994 |
Loss on deposit | 0 | -50,000 |
Loss on valuation of assets | -18,619,538 | 0 |
Amortization of debt discount | -471,796 | 0 |
Beneficial conversion feature | -1,102,769 | -627,112 |
Fair value adjustment of derivative liabilities | -645,100 | 378,175 |
Total other income (expense) | -20,910,786 | -395,518 |
NET (LOSS) | ($2,536,808,593) | ($2,471,384) |
Basic and fully diluted net (loss) per common share: | ($104.95) | ($37.68) |
Weighted average common shares outstanding | 24,172,296 | 65,592 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' (Deficit) (USD $) | Common Stock | Treasury Stock | Common Stock to be Issued | Common Stock Receivable | Preferred Stock | Preferred Stock To Be Issued | Subscriptions Reserves | Subscriptions Receivable | Deferred Equity Offering Cost | Warrants | Options | Additional Paid-In Capital | Retained Earnings (Deficit) | Total |
Beginning balance, value at Dec. 31, 2012 | $29 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $4,653,332 | ($6,909,025) | ($2,255,663) |
Beginning balance, shares at Dec. 31, 2012 | 2,924 | 0 | 0 | 0 | 0 | 0 | ||||||||
Shares issued for deposit, value | 1 | 29,999 | 30,000 | |||||||||||
Shares issued for deposit, shares | 15 | |||||||||||||
Issuance of common shares for services, value | 18 | 2 | -2,357,060 | 3,770,440 | 1,413,400 | |||||||||
Issuance of common shares for services, shares | 1,813 | 188 | ||||||||||||
Shares issued for financing, value | 5 | -650,000 | 649,995 | 0 | ||||||||||
Shares issued for financing, shares | 500 | |||||||||||||
Issuance of common shares to subsidiaries, value | 75 | -75 | 0 | |||||||||||
Issuance of common shares to subsidiaries, shares | 7,500 | |||||||||||||
Warrants issued for financing agreement | -4,500,950 | 1,518,872 | 4,500,950 | -1,518,872 | 0 | |||||||||
Warrants issued for contractual services | 27,500 | 27,500 | ||||||||||||
Shares issued for DPO, value | 15 | 2,999,985 | 3,000,000 | |||||||||||
Shares issued for DPO, shares | 1,500 | |||||||||||||
Convertible preferred stock issued, value | 4,359,990 | 3,510 | -2,500,000 | 39,279,709 | 41,143,209 | |||||||||
Convertible preferred stock issued, shares | 871,998 | 702 | ||||||||||||
Cash contribution | 14,975 | 14,975 | ||||||||||||
Reclassify preferred stock cash held in trust to subscriptions receivable | -43,642,694 | -43,642,694 | ||||||||||||
Net (loss) | -2,471,384 | -2,471,384 | ||||||||||||
Ending balance, value at Dec. 31, 2013 | 143 | 0 | 2 | 0 | 4,359,990 | 3,510 | -43,642,694 | -7,508,010 | 1,546,372 | 4,500,950 | 49,879,488 | -9,380,409 | -2,740,658 | |
Ending balance, shares at Dec. 31, 2013 | 14,252 | 188 | 0 | 871,998 | 702 | -2,500,000 | ||||||||
Treasury stock repurchased, value | -13,913 | -13,913 | ||||||||||||
Issuance of common shares for services, value | 447,583 | 2,506,573,578 | 2,507,021,161 | |||||||||||
Issuance of common shares for services, shares | 44,758,347 | |||||||||||||
Issuance of common shares, value | 10,034 | 34,962 | 44,996 | |||||||||||
Issuance of common shares, shares | 1,003,398 | |||||||||||||
Shares issued for option exercise, value | 21,266 | -4,500,950 | 4,479,684 | 0 | ||||||||||
Shares issued for option exercise, shares | 2,126,588 | |||||||||||||
Shares issued for debt conversion, value | 510,516 | -275,640 | 234,876 | |||||||||||
Shares issued for debt conversion, shares | 51,051,646 | |||||||||||||
Issuance of common shares to subsidiaries, value | 100,025 | -100,025 | 0 | |||||||||||
Issuance of common shares to subsidiaries, shares | 10,002,500 | |||||||||||||
Adjustment to derivative liability for value of conversion | 766,704 | 766,704 | ||||||||||||
Common stock issued for acquisition, value | 102,857 | 18,039,983 | 18,142,840 | |||||||||||
Common stock issued for acquisition, share | 10,285,714 | |||||||||||||
Shares issued for Series D Preferred stock conversion, value | 75 | -12,500 | 12,425 | 0 | ||||||||||
Shares issued for Series D Preferred stock conversion, shares | 7,450 | -2,500 | ||||||||||||
Convertible preferred stock issued, value | 9,785,010 | 68,726 | -980,365 | 8,873,371 | ||||||||||
Convertible preferred stock issued, shares | 1,178,502 | -340 | ||||||||||||
Preferred stock dividends | -7,456 | -7,456 | ||||||||||||
Imputed interest | 203 | 203 | ||||||||||||
Cash received from subscription receivable | 6,125 | 6,125 | ||||||||||||
Net (loss) | -2,536,808,593 | -2,536,808,593 | ||||||||||||
Ending balance, value at Dec. 31, 2014 | $1,192,499 | ($13,913) | $2 | $0 | $14,132,500 | $72,236 | ($43,636,569) | ($7,508,010) | $1,546,372 | $0 | $2,651,133,863 | ($2,546,196,458) | ($4,480,339) | |
Ending balance, shares at Dec. 31, 2014 | 119,249,895 | 188 | 0 | 2,048,000 | 362 | -2,500,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net income (loss) | ($2,536,808,593) | ($2,471,384) |
Adjustments to reconcile net (loss) to net cash provided by operations: | ||
Loss on valuation of assets | 18,619,538 | 0 |
Loss on non-cash deposit | 0 | 30,000 |
Amortization of warrants expense | 0 | 27,500 |
Preferred stock Series D commissions | 0 | 500,000 |
Issuance of common shares to officers for services | 2,412,715,000 | 0 |
Stock issued for services | 94,306,162 | 1,406,600 |
Preferred stock issued for services | 8,000,000 | 0 |
Stock issued for relationships | 3,635 | 0 |
Derivative liability expense | 1,102,769 | 627,112 |
Increase (decrease) in derivative liabilities | 645,100 | -378,175 |
Amortization of debt discount | 451,796 | 73,739 |
Loss (gain) on disposal of trading securities | 0 | 24,352 |
Unrealized loss on trading securities valuation | 1,393 | 0 |
Depreciation | 8,547 | 339 |
Changes in operating assets and liabilities: | ||
Increase in accounts payable and accrued expenses | 221,748 | 23,347 |
Customer deposits | 59,640 | -175,460 |
Judgments and Settlements | 65,000 | 0 |
Decrease (Increase) in accounts receivable | 110,000 | -110,000 |
Increase in prepaid deposits | -50,919 | 0 |
Increase in debt issuance costs | -7,119 | -9,031 |
Net cash used in operating activities | -556,303 | -431,061 |
Cash flows from investing activities: | ||
Purchase of debt securities | -1,500 | 0 |
Purchase of Furniture, Fixtures and Equipment | -50,610 | 0 |
Proceeds from sale of trading securities | 0 | 116,084 |
Total investing activities | -52,110 | 116,084 |
Cash flows from financing activities: | ||
Stock repurchase program | -13,913 | 0 |
Cash received from sale of common and preferred stock | 417,236 | 0 |
Cash received from convertible debentures | 337,056 | 216,056 |
Fees on subscription receivable | 6,125 | 0 |
Cash paid for preferred stock dividend | -7,456 | 0 |
Cash contribution | 0 | 15,490 |
Total financing activities | 739,048 | 231,546 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 130,635 | -83,433 |
Cash and cash equivalents, beginning of period | 28,401 | 111,834 |
Cash and cash equivalents, end of period | 179,036 | 28,401 |
Non-cash activities | ||
Issuance of common stock to acquire ownership of Veritek | 20,802 | 0 |
Issuance of common stock to acquire ownership of AmeriVest | 0 | 0 |
Issuance of common stock to acquire web assets of Capital MatchPoint | $0 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Business organization | |
Omega Commercial Finance Corporation (formerly known as DOL Resources, Inc.) (the “Company”) is a commercial real estate financing company that also provides asset backed lending services located in the Miami, Florida area. The Company was incorporated in the State of Wyoming on November 6, 1973. Since the Reorganization in September 2007, the Company’s business operations, through various subsidiaries, have been directed primarily on offering financing to the real estate markets in the United States. The Company provides financial consulting services for short and medium term loans to borrowers primarily consisting of commercial real estate developers and speculators, business owners, landlords, and owners of core and non-core assets. The Company focus on various alternative commercial real estate financings with an emphasis on loans secured by commercial real estate and also on financing non-core assets, including ground up developments, as well as core assets, including office buildings, multi-family residences, shopping centers, and luxury residential estates. The loans consist of senior debt loans, mezzanine or subordinated loans, preferred equity, and other equity participation financing structures. The Company’s operations are based primarily in Miami Beach, Florida. | |
The Company’s wholly owned subsidiaries include the following: | |
CCRE (“CCRE”), a Florida limited liability company providing second- and third-tier real estate funding as well as partnering in development ventures. | |
Omega Capital Street LLC- a Nevada limited liability company which focuses on commercial mortgage-backed securities and by originating CMBS-style loans with proven and standard securitization underwriting criteria. | |
Omega CRE Group LLC – a Nevada limited liability company which focuses primarily on originating, investing in, acquiring and managing senior or mezzanine performing commercial real estate mortgage loans. | |
Omega Factoring LLC- an Ohio limited liability company focused on products to assist small to medium sized business owners with resolving their short-term working capital needs. | |
Omega Venture Capital LLC- an Ohio limited liability company focused on raising, providing and investing venture capital into cutting edge technologies and businesses. | |
Basis of Presentation | |
The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principal in the United States of America (“USGAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. Certain reclassifications to amounts reported in the December 31, 2012 consolidated financial statements have been made to conform to the December 31, 2013 presentation. All material inter-company balances and transactions have been eliminated. | |
Management’s Use of Estimates | |
The preparation of financial statements in conformity with accounting principal generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Stock-Based Compensation | |
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the years ended December 31, 2014 and 2013, the Company recorded compensation expense of $2,412,715,000 and $-0-, respectively, based on the fair value of services rendered in exchange for common shares issued to the Company’s officer. | |
The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. | |
On July 2, 2014, FINRA approved a one for twenty thousand (1:20,000) stock split. All shares have been restated to their post-split values for comparative purposes. | |
As of December 31, 2014 and 2013, the Company recorded $2,507,021,162 and $1,406,600 for outside services based on the fair value of services rendered in exchange for common shares, respectively. These approximated the fair value of the shares at the dates of issuances in the opinion of management. | |
As of December 31, 2014 and 2013, the Company recorded $-0- and $500,000 for commissions paid in exchange for Series D convertible preferred shares, respectively. The parties agreed upon compensation with shares of preferred convertible stock in lieu of an 8% finder’s fee. | |
As of December 31, 2014 and 2013, the Company issued to A.S. Austin Company, under their consulting agreements, warrants to purchase -0- and 13 shares of common stock at $.40 per share, respectively. This consulting agreement is no longer in effect and no further warrants will be issued. | |
As of December 31, 2014, in conjunction with the convertible debentures issued to Tonaquint, Inc., we issued warrants to purchase $139,000 of our common stock. Since the amount of warrants is variable, we have included them with our derivative presentation. | |
As of December 31 2014 and 2013, 13 and 5,063 warrants to purchase shares of common stock were issued in conjunction with the sale of preferred convertible stock | |
As of December 31, 2014, there are -0- options and 5,063 warrants outstanding. | |
Deferred Taxes | |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
Revenue Recognition | |
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | |
• persuasive evidence of an arrangement exists, | |
• the services have been rendered and all required milestones achieved, | |
• the sales price is fixed or determinable, and | |
• collectability is reasonably assured. | |
Income (Loss) Per Share | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Convertible debentures and preferred stock conversions are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. In addition, the warrants are excluded as well, as the impact of the potential common shares would be to decrease loss per share. Therefore no diluted loss per share figures are presented. | |
Trading Securities | |
Trading securities was comprised of shares of common stock we received in converting a promissory note we purchased at a discount. The carrying value of the investment is the market price of the shares at December 31, 2014. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying consolidated statements of operations. We held no trading securities at December 31, 2013. | |
Risk and Uncertainties | |
The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |
Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of restricted cash. The Company currently maintains a balance in excess of the federally insured limit set by the FDIC for cash in its Bahamian Restricted cash account, maintained and monitored by its intermediary Elco Securities, Ltd., as part of the Unit Subscription Agreement (the “Agreement”) and Account Management Agreement (“AMA”) into which it entered on September 4, 2013. Because the cash is under control of an intermediary, the funds are recorded as subscription receivable in the Equity section of the financial statements. | |
Commitments and Contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Related Party Transactions | |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include: | |
a. affiliates of the Company; | |
b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10-15, to be accounted for by the equity method by the investing entity; | |
c. trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; | |
d. principal owners of the Company; | |
e. management of the Company; | |
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and | |
g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: | |
a. the nature of the relationship(s) involved; | |
b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; | |
c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and | |
d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Fair value of financial instruments | |
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. | |
Our financial instruments include cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, convertible debentures payable, debt issuance cost and derivative liabilities. | |
The carrying values of the Company’s cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, and debt issuance cost approximate their fair value due to their short-term nature. | |
The Company’s convertible debentures payable are measured at amortized cost. | |
The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 3 for the Company’s assumptions used in determining the fair value of these financial instruments. | |
Convertible debentures payable | |
The Company accounts for convertible debentures payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible debentures payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible debentures and its conversion is independent of the underlying debentures value. The Company has also recorded the resulting discount on debentures related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. | |
Derivative liabilities | |
The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. | |
Derivative Financial Instruments | |
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, 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 as charges or credits to income. | |
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. | |
Beneficial Conversion Feature | |
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |
Debt Issue Costs and Debt Discount | |
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |
Original Issue Discount | |
For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | |
Extinguishments of Liabilities | |
The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. | |
Off Balance Sheet Arrangements | |
The Company does not have any off-balance sheet arrangements. | |
Uncertain Tax Positions | |
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2013 and 2012. | |
Subsequent Events | |
The Company evaluated for subsequent events through the issuance date of the Company’s consolidated financial statements. | |
Recently issued accounting pronouncements: | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2015-07, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Other_Receivable
Other Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Other Receivable | NOTE 2: OTHER RECEIVABLE |
On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation (“VFG Securities”) to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the “First Closing”) and (2) $525,000 in cash (the “Deferred Cash Payment”) plus 1,000,000 shares of the Company’s common stock to acquire the remaining 83% of VFG common stock (the “Second Closing:”). The First Closing and initial $130,000 was paid upon VFG’s filing of a Form BD with the Financial Industries Regulatory Authority (“FINRA”) and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD, however VFG withdrew itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The companies dissolved their agreement. VFG cancelled their share issuances representing a 17% non-controlling minority ownership to the Company and agreed to refund $110,000 cash to the Company. This was received in February, 2014. | |
Furniture_Fixtures_and_Equipme
Furniture, Fixtures and Equipment | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Furniture, Fixtures and Equipment | NOTE 3: FURNITURE, FIXTURES AND EQUIPMENT | |||||
Property and equipment consisted of the following at December 31, 2014 and 2013: | ||||||
2014 | 2013 | |||||
Office Equipment | $ | 23,796 | $ | 1,019 | ||
Furniture and Fixtures | 27,831 | |||||
Total | 51,627 | 1,019 | ||||
Less: Accumulated Depreciation | -9,141 | -597 | ||||
Property and Equipment – net | $ | 42,486 | $ | 422 |
Trading_Securities
Trading Securities | 12 Months Ended |
Dec. 31, 2014 | |
Cash and Cash Equivalents [Abstract] | |
Trading Securities | NOTE 4: TRADING SECURITIES |
As of December 31, 2014, the Company held $107 in securities in its margin account and $16,735 in two money market accounts, which is included in the cash balance of $179,045. As of December 31, 2013, the Company held no securities in its margin account and $818 in a money market account, which is included in the cash balance of $28,401. |
Other_Assets
Other Assets | 12 Months Ended | ||
Dec. 31, 2014 | |||
OTHER ASSETS | |||
Other Assets | NOTE 5: OTHER ASSETS | ||
Other assets consisted of the following at December 31, 2014 and 2013: | |||
Investment in VeriTrek, Inc. (15%) | $ | 20,802 | |
Investment in AmericaVest (10%) | $ | -0- | |
The Company has the irrevocable option to again exchange the aforementioned shares with shareholders back after the audit. | |||
All asset purchases and company acquisitions were revalued at December 31, 2014. |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 6. ACCOUNTS PAYABLE and ACCRUED LIABILITIES |
As of December 31, 2014 and 2013, the Company has outstanding $125,770 and $39,293 in Accounts payable and accrued liabilities relating to operational expenses and legal fees, respectively. |
Convertible_Debentures
Convertible Debentures | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Convertible Debentures | NOTE 7. CONVERTIBLE DEBENTURES | ||||||||||||
During year ended December 31, 2013, there were no conversions. At December 31, 2013, the Company revalued the derivative liability balance of the remaining outstanding Debentures | |||||||||||||
During the year ended December 31, 2014, the Company issued $337,056 in new debentures, $28,847 in accrued interest assigned to principal of the convertible notes after notes assignment, and $65,085 in accounts payable reclassified as convertible liabilities due to court order (see Note 14). During the year ended December 31, 2014, the debenture holders converted $216,643 in face value and $18,234 in interest on the debentures to 51,051,646 shares of our common stock. As a result of these transactions, the Company recorded an increase to the derivative liability of as of December 31, 2014, the total face value of the Debentures outstanding was $380,642, net of $76,698 discount. | |||||||||||||
SUMMARY OF DEBT TRANSACTIONS | |||||||||||||
At December 31, 2014 and 2013, debt consisted of the following: | |||||||||||||
2014 | 2013 | ||||||||||||
Beginning balance | $ | 220,089 | $ | - | |||||||||
Convertible notes - newly issued | 337,056 | 216,056 | |||||||||||
Accrued interest reclassified as principal | 28,847 | - | |||||||||||
Accounts payable reclassified as convertible liabilities | 65,085 | - | |||||||||||
Accrued interest payable | 41,139 | 4,036 | |||||||||||
Conversion of convertible notes and accrued interest | -234,876 | - | |||||||||||
Discount | -76,698 | -146,353 | |||||||||||
Convertible notes payable, net | $ | 380,642 | $ | 73,739 | |||||||||
As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Beginning balance | $ | 464,993 | $ | - | |||||||||
Derivative liabilities – newly issued convertible notes and warrants | 1,504,910 | 843,168 | |||||||||||
Reclassification of derivative liabilities to additional paid in capital related to debentures converted to common stock | -766,704 | - | |||||||||||
Fair value mark to market adjustment – convertible debt | 645,100 | -378,175 | |||||||||||
Totals | $ | 1,848,299 | $ | 464,993 | |||||||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2014: | |||||||||||||
Commitment | Remeasurement | ||||||||||||
Date | Date | ||||||||||||
Expected dividends | 0% | 0% | |||||||||||
Expected volatility | various | various | |||||||||||
Expected term | 9 months-2 years | 0.01-1 year | |||||||||||
Risk free interest rate | 0.01% - .3% | .01-.04% | |||||||||||
Debt Discount | |||||||||||||
The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. For the years ended December 31, 2014 and 2013, the Company recorded a derivative expense of $1,102,767 and $627,112, respectively. The Company recorded amortization of derivative discount of $471,795 and $73,739 for the years ended December 31, 2014 and 2013, respectively. These amounts are included in interest expense. Debt discounts are summarized as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Beginning balance | $ | 146,353 | $ | - | |||||||||
Discount – newly issued | 402,140 | 72,611 | |||||||||||
Amortization of debt discount | -471,795 | -73,739 | |||||||||||
Totals | $ | 76,698 | $ | 146,353 | |||||||||
Debt Issuance Costs | |||||||||||||
Debt issuance costs are summarized as follows: | |||||||||||||
Debt issuance costs - net - December 31,2012 | $ | — | |||||||||||
Debt issuance costs | 13,056 | ||||||||||||
Accumulated amortization | -4,025 | ||||||||||||
Debt issuance costs - net - December 31,2013 | 9,031 | ||||||||||||
Debt issuance cost additions | 54,481 | ||||||||||||
Accumulated amortization | -47,222 | ||||||||||||
Debt issuance costs - net - December 31,2014 | $ | 16,290 | |||||||||||
For the years ended December 31, 2014 and 2013, the Company incurred debt issuance expenses of $70,190 and $4,033, respectively and recorded it to interest expense. | |||||||||||||
LG Convertible Notes | |||||||||||||
During the year ended December 31, 2013, the Company entered into note agreements with an unaffiliated investor (LG) for the issuance of convertible promissory notes of $160,500 in the aggregate as follows: | |||||||||||||
Date of Issuance | Amount | ||||||||||||
28-Jun-13 | $ | 21,500 | |||||||||||
14-Aug-13 | 16,000 | ||||||||||||
23-Aug-13 | 51,000 | ||||||||||||
25-Sep-13 | 21,000 | ||||||||||||
23-Oct-13 | 51,000 | ||||||||||||
Total | $ | 160,500 | |||||||||||
The beneficial conversion feature (an embedded derivative) included in the LG Convertible Notes resulted in total initial debt discounts of $160,500 and a total initial loss on the valuation of derivative liabilities of $516,383 for a derivative liability balance of $676,883 total for their issuances. | |||||||||||||
The Company revalued the LG note at December 31, 2013 and recorded a decrease in liability of 308,799 to $368,084. | |||||||||||||
We received net proceeds from LG Convertible Notes of $153,000 after debt issuance costs of $7,500 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014 and 2013, $7500 and $4,025 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the LG noteholders converted $21,500 in principal and $924 in interest to 214 shares, or $105 per share. | |||||||||||||
During the year ended December 31, 2014, the LG noteholders converted $16,000 in principal and $2,053 in interest to 244 shares, or $74 per share. | |||||||||||||
During the year ended December 31, 2014, the LG noteholders converted $21,415 in principal and $1,347 in interest to 589 shares or $39 per share. | |||||||||||||
During the year ended December 31, 2014, the LG noteholders converted $1,350 in principal and $139 in interest to 3,722,675 shares, or $.0004 per share. | |||||||||||||
During the year ended December 31, 2014, the LG noteholders converted $1,415 in principal and $148 in interest to 3,906,575 shares or $.0004 per share. | |||||||||||||
During the year ended December 31, 2014, the LG noteholders converted $1,340 in principal and $144 in interest to 4,121,116 shares, or $.00036 per share. | |||||||||||||
During the year ended December 31 2014, LG converted a total of $61,605 in principal and $4,607 in interest to 11,751,462 shares (post split) at various prices throughout the year. | |||||||||||||
Iconic Convertible Note | |||||||||||||
On June 6, 2014, the Company entered into note agreements with an unaffiliated investor (Iconic) for the issuance of convertible promissory notes of $33,000: | |||||||||||||
Date of Issuance | Amount | ||||||||||||
1-Jan-14 | $ | 33,000 | |||||||||||
Among other terms, the Convertible Notes mature on its nine month anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The debentures are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 55% of the lowest trading price per share of the Company’s common stock for the fifteen (15) trading days prior to conversion. | |||||||||||||
The Convertible Notes bears interest at ten percent (10%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the Iconic Convertible Notes resulted in total initial debt discounts of $33,000 and a total initial loss on the valuation of derivative liabilities of $62,510 for a derivative liability balance of $95,510 total for their issuances. | |||||||||||||
We received net proceeds from the Iconic Convertible Notes of $28,500 after debt issuance costs of $4,500 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014 and 2013, $7500 and $-0- of these costs had been expensed as debt issuance costs, respectively. | |||||||||||||
During the year ended December 31, 2014, the Iconic noteholders converted $7,095 in principal to 10,000 shares, or $0.07095 per share. | |||||||||||||
During the year ended December 31, 2014, the Iconic noteholders converted $7,500 in principal to 267,380 shares, or $.02805 per share. | |||||||||||||
During the year ended December 31, 2014, the Iconic noteholders converted $6,000 in principal to 1,239,669 shares or $.00484 per share. | |||||||||||||
During the year ended December 31 2014, Iconic converted a total of $20,095 in principal to 1,507,184 shares (post split) at various prices throughout the year. | |||||||||||||
During the year ended December 31, 2014, as a result of all conversions, the Company recorded an increase to the derivative liability of $4,377 and $69,193 of derivative liabilities reclassified to additional paid in capital, taking it to $30,695. | |||||||||||||
During the year ended December 31 2014, Iconic converted $20,595 in principal to 1,517,184 shares (post split) at various prices throughout the year. | |||||||||||||
Tonaquint Convertible Notes and Warrants | |||||||||||||
On March 11, 2014, the Company entered into note agreements with an unaffiliated investor (Tonaquint) for the issuance of convertible promissory notes of $58,000 and warrants to purchase $139,000 of stock. | |||||||||||||
Date of Issuance | Amount | ||||||||||||
March 11, 2014 – stock | $ | 58,000 | |||||||||||
March 11, 2014 – warrants | $ | 139,000 | |||||||||||
Among other terms, the Convertible Notes mature on its twelve month anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 55% of the lowest trading price per share of the Company’s common stock for the twenty five (25) trading days immediately preceding the request for conversion. The Convertible Notes bears interest at ten percent (10%) per annum, payable in cash or shares of our common stock at the Conversion Price | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the Tonaquint Convertible Notes resulted in total initial debt discounts of $58,000 and a total initial loss on the valuation of derivative liabilities of $521,149 for a derivative liability balance of $521,149 total for their issuances. | |||||||||||||
We received net proceeds from the Tonaquint Convertible Notes of $46,000 after debt issuance costs of $12,000 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $9,690 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the Tonaquint noteholders converted $3,040 in principal and $6,960 to 13,423 shares, or $.7450 per share. | |||||||||||||
During the year ended December 31, 2014, the Tonaquint noteholders converted $10,000 in principal to 392,157 shares, or $.0255 per share. | |||||||||||||
During the year ended December 31, 2014, the Tonaquint noteholders converted $10,000 in principal to 1,980,198 shares or $00505 per share. | |||||||||||||
During the year ended December 31, 2014, the Tonaquint noteholders converted $3,015 in principal to 3,350,000 shares or $0009 per share. | |||||||||||||
During the year ended December 31 2014, Tonaquint converted a total of $26,055 in principal and $6,960 in interest to 5,735,778 shares (post split) at various prices throughout the year. | |||||||||||||
During the year ended December 31, 2014, in spite of all conversions, the Company recorded an increase to the derivative liability of $226,178 less conversion of $194,012 taking it to $553,315. | |||||||||||||
Macallan Convertible Note | |||||||||||||
On March 26, 2014, the Company entered into note agreements with an unaffiliated investor (Macallan Partners LLC) for the issuance of convertible promissory notes of $88,000 in the aggregate: | |||||||||||||
Date of Issuance | Amount | ||||||||||||
26-Mar-14 | $ | 88,000 | |||||||||||
Among other terms, the Convertible Notes mature on its nine month anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 45% of the lowest trading price per share of the Company’s common stock for the fifteen (15) trading days immediately prior to conversion. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. | |||||||||||||
The Convertible Notes bears interest at ten percent (10%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the Macallan Convertible Notes resulted in total initial debt discounts of $88,000 and a total initial loss on the valuation of derivative liabilities of $147,247 for a derivative liability balance of $235,247 total for their issuances. | |||||||||||||
We received net proceeds from the Macallan Convertible Notes of $80,000 after debt issuance costs of $8,000 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $7,294 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the Macallan noteholders converted $10,000 in principal to 392,157 shares, or $.0255 per share. | |||||||||||||
On November 21, 2014, Macallan Partners LLC filed a complaint against the Company: | |||||||||||||
Macallan Partners LLC v. Omega Commercial Finance Corp., the Superior Court of the State of Delaware in and for New Castle County, C.A. No. N14C-11-186-DCS. A complaint was filed on November 21, 2014, by Macallan Partners LLC, alleging breach of obligations under the Loan Documents, and seeking damages of not less than $177,000 as of the date of Complaint with additional damages increasing principal to accrue at $2,000 per day and a default interest rate of 18%. The Company has responded acknowledging and denying it had breached any proportionality preservation clauses or insolvency clauses. As of December 31, 2014, the litigation is pending. Our legal counsel has indicated it is more likely than not this litigation will be dismissed. Accordingly, we have made no conditional provisions for liabilities. | |||||||||||||
Auctus Convertible Note (also see Beaufort/Auctus Convertible Note below) | |||||||||||||
On April 29, 2014, the Company entered into note agreements with an unaffiliated investor (Auctus) for the issuance of convertible promissory notes of $30,000: | |||||||||||||
Date of Issuance | Amount | ||||||||||||
29-Apr-14 | $ | 35,000 | |||||||||||
Among other terms, the Convertible Notes mature on its twelve month anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 55% of the average of the lowest two trading prices per share of the Company’s common stock for the twenty five (25) trading days immediately preceding the date the request for conversion is received. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. | |||||||||||||
The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | |||||||||||||
During the year ended December 31 2014, the Note went into default and Auctus assigned its debt and accrued interest of $22,180 to Beaufort (see Beaufort Convertible Notes below) | |||||||||||||
Adar Bays Convertible Note | |||||||||||||
On April 30, 2014, the Company entered into note agreements with an unaffiliated investor (Adar Bays) for the issuance of convertible promissory notes of $35,000: | |||||||||||||
Date of Issuance | Amount | ||||||||||||
30-Apr-14 | $ | 35,000 | |||||||||||
Among other terms, the Convertible Notes mature on its twelve month anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 60% of the lowest trading price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion.. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. | |||||||||||||
The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the Adar Bays Convertible Notes resulted in total initial debt discounts of $35,000 and a total initial loss on the valuation of derivative liabilities of $65,243 for a derivative liability balance of $100,243 total for their issuances. | |||||||||||||
We received net proceeds from the Adar Bays Convertible Notes of $30,000 after debt issuance costs of $9,925 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $6,617 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31 2014, Adar Bays did not convert any of its debt or accumulated interest, and the Company recorded an increase of $22,488 taking it to $122,731. | |||||||||||||
IBC Convertible Debt Settlement | |||||||||||||
On October 17, 2014 the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC, vs Omega Commercial Finance Corporation., Case No. 2014 CA 6009 (the “Action”). IBC commenced the Action against us to recover an aggregate of $65,085 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the “Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain legal, accounting, underwriting, and Edgar filing services cost. The Order provides for the full and final settlement of the Claim and the Action, and on October 23, 2014, we issued an initial 270,000 shares of common stock to IBC. The Settlement Agreement became effective and binding on October 31, 2014. | |||||||||||||
Date of Issuance | Amount | ||||||||||||
16-Oct-14 | $ | 65,085 | |||||||||||
The debt is convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the IBC Funds Settlement Agreement resulted in total initial debt discounts of $65,085 and a total initial loss on the valuation of derivative liabilities of $212,663 for a derivative liability balance of $277,748 total for their issuances. | |||||||||||||
We received net proceeds from the IBC Funds Settlement Agreement of $65,085, paid out to legal, accounting and compliance vendors. These debt issuance costs were amortized immediately. As of December 31, 2014, $65,085 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $5,049 in principal to 1,182,181 shares, or $.055 per share. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $5,555 in principal to 270,000 shares, or $.0187per share. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $5,555 in principal to 1,000,000 shares, or $.05555 per share. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $3,118.50 in principal to 2,700,000 shares, or $.001155 per share. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $2,673 in principal to 2,700,000 shares, or $.00099 per share. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $1,485 in principal to 2,700,000 shares, or $.00055 per share. | |||||||||||||
During the year ended December 31, 2014, the IBC noteholders converted $1,336.50 in principal to 2,700,000 shares, or $.000495 per share. | |||||||||||||
During the year ended December 31, 2014, in spite of all conversions, the Company recorded an increase to the derivative liability of $134,452 less conversion of $63,627 taking it to $79,669. | |||||||||||||
Beaufort (Auctus) Convertible Note | |||||||||||||
In November, Beaufort assumed the Auctus Convertible Note including principal and interest, of $57,180. Also in November, 2014, the Company entered into note agreements with an unaffiliated investor (Beaufort) for the issuance of convertible promissory notes of $32,500 (see Beaufort below): | |||||||||||||
Date of Issuance | Amount | ||||||||||||
April 29, 2014 (Auctus assignment) | $ | 57,180 | |||||||||||
4-Nov-14 | $ | 32,500 | |||||||||||
Total | $ | 89,680 | |||||||||||
Among other terms, the Convertible Notes mature on its nine month anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. | |||||||||||||
The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the Beaufort Note assumed from Auctus (Beaufort/Auctus) resulted in total initial debt discounts of $35,000 and a total initial loss on the valuation of derivative liabilities of $26,649 for a derivative liability balance of $61,649 total for their issuances. | |||||||||||||
We received net proceeds from the Beaufort/Auctus Convertible Notes of $28,000 after debt issuance costs of $7,000 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $6,222 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the Beaufort/Auctus noteholders converted $7,500 in principal to 1,500,000 shares, or $.005 per share. | |||||||||||||
During the year ended December 31, 2014, the Beaufort/Auctus noteholders converted $2,725 in principal to 2,752,525 shares, or $.00099 per share. | |||||||||||||
During the year ended December 31, 2014, the Beaufort/Auctus noteholders converted $5,190 in principal to 3,931,818 shares, or $.00013 per share. | |||||||||||||
During the year ended December 31, 2014, the Beaufort/Auctus noteholders converted $2,645 in principal to 5,343,434 shares, or $.0005 per share. | |||||||||||||
During the year ended December 31, 2014, the Company recorded an increase to the derivative liability of $124,989 less conversion of $78,006 taking it to $108,633. | |||||||||||||
Beaufort Convertible Note | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the Beaufort Note assumed from the Beaufort Convertible Note resulted in total initial debt discounts of $32,500 and a total initial loss on the valuation of derivative liabilities of $84,413 for a derivative liability balance of $116.913 total for their issuances. | |||||||||||||
We received net proceeds from the Beaufort of $25,000 after debt issuance costs of $7,500 paid for lender legal fees. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $2,500 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the Beaufort noteholders did not convert principal or interest. | |||||||||||||
During the year ended December 31, 2014, the Company recorded an increase to the derivative liability of $1,850 taking it to $118,763. | |||||||||||||
JMJ / River North Convertible Notes | |||||||||||||
On June 24, 2014, the Company received net proceeds of $47,500 from the JMJ Convertible Note. The note duration is 2 years and its due date is June 23, 2016. Among other terms, the note bears no interest for 90 days and a one-time charge of twelve percent (12%) upon non-payment within the first 90 days. It carries with it a 10% OID. The Company received $50,000 with OID of $5,556 for a total of $55,556. | |||||||||||||
Date of Issuance | Amount | ||||||||||||
11-Dec-13 | 55,556 | ||||||||||||
24-Jun-14 | 55,556 | ||||||||||||
Total | $ | 111,112 | |||||||||||
Among other terms, the Convertible Notes mature on its 2 year anniversary (the “Maturity Date”), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. | |||||||||||||
The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. The notes may be prepaid with 150% interest or on day 91, there is a one time 12% interest fee. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | |||||||||||||
The beneficial conversion feature (an embedded derivative) included in the JMJ convertible debenture resulted in total initial debt discounts of $55,556 in 2013 and $55,556 in 2014. and a total initial loss on the valuation of derivative liabilities of $41,353 for a derivative liability balance of $96,909 in 2013 and a total initial loss on the valuation of the derivative liabilities of $40,893 for a derivative liability balance of $96,449 in 2014, $193,358 total for their issuances. | |||||||||||||
We received net proceeds from the JMJ notes of $97,500 after debt issuance costs of $2,500 and OID of 11,112. These debt issuance costs were amortized over the terms of the Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $5,556 of these costs had been expensed as debt issuance costs. | |||||||||||||
During the year ended December 31, 2014, the JMJ noteholders converted $7,000 in principal to 200 shares (post split), or $35 per share. | |||||||||||||
During the year ended December 31, 2014, the JMJ noteholders converted $7,650 in principal to 300,000 shares (post split), or $.0255 per share. | |||||||||||||
During the year ended December 31, 2014, the JMJ noteholders converted $20,000 in principal to 2,000,000 shares (post split), or $.01 per share. | |||||||||||||
During the year ended December 31, 2014, the JMJ noteholders converted $27,572 in principal and interest to 2,757,222 shares (post split), or $00013 per share. | |||||||||||||
During the year ended December 31, 2014, the JMJ noteholders converted a total of $62,222 in principal and interest to 5,057,422 shares (post split), throughout the year. | |||||||||||||
During the year ended December 31, 2014, the Company recorded an increase to the derivative liability of $8,106 less conversions of $105,015 to take the balance of the 2013 debenture to $-0-. | |||||||||||||
During the year ended December 31, 2014, JMJ assigned the second payment debenture to River North Equity. The Company transferred the liability to River North and upon revaluing the debenture, recorded an increase to the derivative liability of $73,248 to take the balance of the 2014 debenture to $169,697. | |||||||||||||
Convertible | Gross | Net | Debt | Amortization of | |||||||||
Debentures: | Proceeds | Proceeds | Issuance | Debt Issuance | |||||||||
Date of Issuance | from | from | Costs from | Costs at | |||||||||
Convertible | Convertible | Convertible | December 31, | ||||||||||
Debentures | Debentures | Debentures | 2014 and 2013 | ||||||||||
28-Jun-13 | $ | 21,500 | $ | 18,000 | $ | 3,500 | $ | 3,500 | |||||
14-Aug-13 | 16,000 | 15,000 | 1,000 | 1,000 | |||||||||
23-Aug-13 | 51,000 | 50,000 | 1,000 | 1,000 | |||||||||
25-Sep-13 | 21,000 | 20,000 | 1,000 | 1,000 | |||||||||
23-Oct-13 | 51,000 | 50,000 | 1,000 | 1,000 | |||||||||
11-Dec-13 | 55,556 | 50,000 | 5,556 | 5,556 | |||||||||
1-Jan-14 | 33,000 | 28,500 | 4,500 | 4,500 | |||||||||
11-Mar-14 | 58,000 | 46,000 | 12,000 | 9,670 | |||||||||
26-Mar-14 | 88,000 | 80,000 | 8,000 | 7,294 | |||||||||
29-Apr-14 | 35,000 | 25,075 | 9,925 | 6,222 | |||||||||
30-Apr-14 | 35,000 | 30,000 | 5,000 | 6,617 | |||||||||
24-Jun-14 | 55,556 | 47,500 | 8,056 | 1,389 | |||||||||
4-Nov-14 | 32,500 | 25,000 | 7,500 | 2,500 | |||||||||
Total | $ | 553,112 | $ | 489,075 | $ | 65,537 | $ | 54,248 | |||||
We have determined that the conversion feature of the Convertible Notes represents an embedded derivative since the Convertible Note is convertible into a variable number of shares upon conversion. Accordingly, the Convertible Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives meet the criteria of ASC 815 (formerly SFAS 133 and EITF 00-19), and should be accounted separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments have been recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the Convertible Notes. Such discount will be accreted from the date of issuance to the maturity dates of the Convertible Notes. The change in the fair value of the liability for derivative contracts will be credited to other income (expense) in the consolidated statements of operations at the end of each quarter. The $430,988 face amount of the Convertible Notes were stripped of its conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds to the conversion option attributed to the debt. The beneficial conversion feature (an embedded derivative) included in the Convertible Notes resulted in an initial debt discount of $402,141 and an initial loss on the valuation of derivative liabilities of $1,102,767 for a derivative liability balance of $1,504,908 at issuance. | |||||||||||||
The fair values of the Convertible Notes were calculated at issue date utilizing the following assumptions: | |||||||||||||
Issuance Date | Term | Assumed | Market Price on | Volatility | Interest Rate | ||||||||
Conversion | Issue Date | Percentage | |||||||||||
Price | |||||||||||||
8/23/13-11/4/14 | 9 months-2 years | 0.00556-175.00 | 0.0062-398.00 | 429%-895% | 0.13-0.49% | ||||||||
The fair value of the Convertible Note was calculated at December 31, 2014 utilizing the following assumptions: | |||||||||||||
Fair Value | Term | Assumed | Volatility | Interest Rate | |||||||||
Conversion | Percentage | ||||||||||||
Price | |||||||||||||
$1,848,299 | variable | $0.0012-0.0018 | variable | 0.01%-0.67% | |||||||||
Customer_Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | |
Customer Deposits | NOTE 8. CUSTOMER DEPOSITS |
As of December 31, 2014 and 2013, the Company had outstanding Customer deposit balances of $69,180 and $9,540, respectively. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity [Abstract] | ||||||||
Stockholders' Equity (Deficit) | NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||
Capital Stock | ||||||||
COMMON STOCK | ||||||||
Effective on January 8, 2013, the Company amended its Articles of Incorporation to increase to unlimited the number of authorized shares of its common stock. | ||||||||
On March 27, 2013, the Company’s Board of Directors amended the designations, terms, powers, preferences and rights of the Series A Redeemable Cumulative Preferred Stock as originally reported in its Form 8-K filed on October 15, 2012. The amendment decreased the dividend rate to 4.50% and shortened the redemption obligation to 3 years. | ||||||||
Effective July 2, 2014, the Company effected a 1:20,000 split for its common stock. All numbers are restated for comparative purposes. | ||||||||
In February, 2013, the Company issued 15 shares of its common stock as a deposit to secure the purchase of the building and property at 983 Washington, Miami, Florida. The Company recorded as other asset $30,000 or $2,000 per share, the value of the stock which approximated the value of the required deposit. This agreement has expired and the deposit forfeit. The Company recorded an expense of $30,000 as loss on deposit during the year ended December 31, 2013. | ||||||||
In March 2013, the Company issued 43 shares of common stock to A.S. Austin and 8shares of restricted common stock to NewsUSA for marketing services and recorded expense of $16,500, or $2,200 per share, the value of the stock which approximated the value of services. | ||||||||
The Company issued 670 shares of common stock to Lambert as part of the Standby Purchase Agreement (See Note 14) and recorded the cost of $2,357,060 or $3,518 per share to deferred equity offering costs, a contra equity account and 100 shares of common stock to Stephen Hand as collateral for the TD bank loan repurchase and recorded an expense of $351,800 or $3,518 per share, the value of the stock which approximated the value of services. Shares issued to Mr. Hand were voided and cancelled on June 27, 2013. The Company issued 100,000,000 shares of restricted common stock as a reserve. As of the date of this filing, the shares have been cancelled and retired. | ||||||||
On April 5, 2013, the Company entered into a Research Services Agreement (the “Agreement”) with Grass Roots Research and Distribution, Inc. (“GRRD”) for a 30-day research project. For these services, the Company issued 25 shares of restricted stock to GRRD with anti-dilution rights which expire at the conclusion of the contract. The Company recorded an expense of $40,000 or $1,600 per share, the value of the stock which approximated the value of services. | ||||||||
On April 22, 2013, the Company issued 25 shares of restricted stock to La Postal for services rendered in furtherance of the agreements in process. The Company recorded an expense of $40,000 or $1,600 per share, the value of the stock which approximated the value of services. | ||||||||
On May 1, 2013, the Company issued 5 shares of restricted stock to Grass Roots, as part of the contract executed in April, 2013. The Company recorded an expense of $10,000 or $2,000 per share, the value of the stock which approximated the value of services. | ||||||||
On May 1, 2013, the Company issued 150 shares to A. Austin, in compliance with their consulting contract terms. The Company recorded an expense of $300,000 or $2,000 per share, the value of the stock which approximated the value of services. | ||||||||
On May 9, 2013, the Company issued T. Buxton 75 shares of restricted stock for services rendered. The Company recorded an expense of $150,000 or $2,000 per share, the value of the stock which approximated the value of services. | ||||||||
On May 9, 2013, the Company issued Global Discovery 63 shares of restricted stock for services rendered. The Company recorded an expense of $125,000 or $2,000 per share, the value of the stock which approximated the value of services. | ||||||||
On May 31, 2013, the Company issued 7,500 shares to its subsidiary, Omega Capital Street, in anticipation of share exchange agreements to be executed. The Company recorded the transaction at par value with no expense associated. | ||||||||
On June 3, 2013, the Company issued Lambert 500 shares under the Standby Share Agreement. The Company recorded $650,000 as deferred equity offering costs, a contra equity account. | ||||||||
On June 27, 2013, the Company issued its attorneys 25 shares of restricted stock in exchange for services. The Company recorded the stock issuance at the value of the stock which approximated the value of services in the amount of $6,800. | ||||||||
On July 3, 2013, the Company issued 150 shares of common stock to two contractors in exchange for services. The Company recorded an expense of $102,000 or $680 per share, the value of the stock which approximated the value of services. | ||||||||
On July 10, 2013, the Company issued 350 shares of common stock to two consultants in exchange for services. The Company recorded an expense of $238,000 or $.034 per share, the value of the stock which approximated the value of services. | ||||||||
On July 12, 2013, the Company issued 125 shares of stock to a consultant in exchange for services. The Company recorded an expense of $92,500 or $740per share, the value of the stock which approximated the value of services. | ||||||||
On September 4, 2013, the Company sold 1,500 shares of common stock to three foreign investors under the DPO filing at $.10 per share or $3,000,000, as per the DPO. The Company has appointed Elco Securities, Ltd. as intermediary to monitor and distribute shares to the investors in accordance with the cash disbursements. The offering was completed and the funds wired into the Company’s offshore restricted Bahamian Cash account. The funds will become available for use by the Company when it meets the terms and conditions set forth in the DPO, and the dollar equivalent in free trading common stock will be delivered to the investors at the market price of the common stock on the day the funds are requested. This Restricted cash account is not covered by the FDIC in the United States of America which represents a credit risk. (See Note 6) | ||||||||
On October 29, 2013, the Company issued total 76 shares of stock to 2 consultants, or 38 shares each, in exchange for services. The Company recorded an expense of $44,400 or $592 per share, the value of the stock which approximated the value of services. | ||||||||
In December, 2013, the Company accrued an additional 188 shares of common stock to be issued for PBDC and recorded an expense of $127,500 or $680 per share, the value of the stock which approximated the value of services. | ||||||||
The Company had 14,252 shares of common stock issued and outstanding as of December 31, 2013, respectively, including 7,750 shares issued to Omega Capital Street and 250 shares issued to Omega CRE Group, LLC, the subsidiaries of the Company, in anticipation of share exchange business combinations and mergers. | ||||||||
In January 2014, the Company issued approximately 214 shares of restricted common stock to LG Capital Funding LLC in converting their June 2013 debenture of $21,500 and $924 in interest. | ||||||||
On January 22, 2014, the Company issued approximately 734 shares of common stock to Chad Curtis, Joseph Babiak and Robin Trehan in exchange for business consulting services. The Company recorded an expense of $255,084 or $348 per share, the value of the stock which approximated the value of services. | ||||||||
On January 28, 2014, the Company issued 375 shares of common stock to Todd Buxton and Bentley Addison in exchange for commercial real estate advisory services. The Company recorded an expense of $138,000 or $368 per share, the value of the stock which approximated the value of services. | ||||||||
On January 28, 2014, the Company issued 250 shares of common stock to Ken Honeyman in exchange for services as CEO of Capital Match Point. The Company recorded an expense of $92,000 or $368 per share, the value of the stock which approximated the value of services. | ||||||||
On February 7, 2014, the Company issued 1,000,000 shares of Series G Preferred stock to Nuquest Inc.to purchase their web portal, Capital Match Point. Post-split, 800 shares of Series G Preferred stock are convertible to one (1) share of common stock. The Company valued the purchase at $412,500 or $330 per share, the value of the converted shares of common stock as of the date of the transaction. | ||||||||
On February 12, 2014, the Company issued approximately 33 shares of common stock to Vikram Grover in exchange for Mergers & Acquisitions advisory services. The Company recorded an expense of $11,375 or $350 per share, the value of the stock which approximated the value of services. | ||||||||
On February 12, 2014, the Company issued approximately 350 shares of common stock to Iconic Holdings LLC in exchange for sourcing additional financing services. The Company recorded an expense of $122,480 or $350 per share, the value of the stock which approximated the value of services. | ||||||||
On February 12, 2014, the Company issued 175 shares of common stock to Ken Honeyman in exchange for services as CEO of Capital Match Point, 100 shares of common stock to Kevin Olson in exchange for services as CFO of Capital Match Point, and 38 shares of common stock to Suzanne Sires in exchange for services as Operations Manager of Capital Match Point. The Company recorded an expense of $109,375 or $350 per share, the value of the stock which approximated the value of services. | ||||||||
On February 28, 2014, the Company issued 375 shares of common stock to Eran Danino in exchange for services as Vice President of Omega Capital Street LLC. The Company recorded an expense of $111,750 or $298 per share, the value of the stock which approximated the value of services. | ||||||||
On March 3, 2014, the Company issued approximately 12 shares of common stock to John Bucassa in exchange for consulting services. Mr. Bucassa specializes in the acquisition of Broker/Dealers.The Company recorded an expense of $2,610 or $232 per share, the value of the stock which approximated the value of services. | ||||||||
On March 17, 2014, the Company sold 50 shares of common stock to Rebecca Mcavoy, 25 shares of common stock to Rick Bolkema, 25 shares of common stock to Scott Bolkema, LLC, 50 shares of stock to Angio Investment Partners and 25 shares of stock to Kenneth Mulder, 4 unrelated investors, for $35,000 under our DPO. On April 15, 2014, the Company sold 25 shares of common stock to Kenneth Mulder for $5,000 under our DPO. | ||||||||
On March 17, 2014, the Company issued 224 shares of common stock to Wakabayashi Fund LLC in exchange for investor relations services. The Company recorded an expense of $36,161 or $162 per share, the value of the stock which approximated the value of services. | ||||||||
On April 15, 2014, the Company issued 80,000 shares of Series F Preferred stock, par value $100 per share, to Flavio Zuanier in exchange for business consulting services. The Company recorded an expense of $8,000,000, the value of the stock which approximated the value of services. | ||||||||
On April 20, 2014, the Company issued 1,000 shares of common stock to Ilan Doron in exchange for Mergers & Acquisitions services focused on the telecommunications sector and on April 22, 2014, the Company issued 375 shares of common stock to Kenneth Leide and 250 shares of S-8 common stock to Todd Buxton for commercial real estate advisory services.. The Company recorded an expense of $211,250 or $130 per share, the value of the stock which approximated the value of services. | ||||||||
On April 22, 2014, the Company issued 175 shares of common stock to Eran Danino in exchange for services as CEO and President of Omega Capital Street LLC. The Company recorded an expense of $22,750 or $130 per share, the value of the stock which approximated the value of services. | ||||||||
On April 25, 2014, the Company issued approximately 244 shares of common stock to LG Capital LLC in exchange for converting their debentures of $16,000 and $961 in interest, or $68 per share. | ||||||||
On May 14, 2014, the Company issued 750 shares of common stock to Eran Danino in exchange for services as CEO and President of Omega Capital Street LLC. The Company recorded an expense of $73,500 or $98 per share, the value of the stock which approximated the value of services. | ||||||||
On May 14, 2014, the Company issued 500 shares of common stock to Todd Buxton in exchange for commercial real estate advisory services. The Company recorded an expense of $49,000 or $98 per share, the value of the stock which approximated the value of services. | ||||||||
On May 28, 2014, the Company issued approximately 589 shares of common stock to LG Capital LLC in exchange for converting their debentures of $16,000 and $2,053 in interest, or $31 per share, the value of the stock which approximated the value of the transaction. | ||||||||
On June 5, 2014, the Company issued 2,500 shares of common stock to Omega Capital Street LLC, our wholly owned subsidiary, in anticipation of mergers and exchanges. The Company recorded the issuance at par value to its equity accounts. | ||||||||
On June 5, 2014, the Company issued 2,500 shares of common stock to its president Jon Cummings IV in exchange for services as President of Omega Commercial Finance Corp. The Company recorded an expense of $250,000 or $100 per share, the value of the stock which approximated the value of services. | ||||||||
On June 17, 2014, the Company issued 200 shares of common stock to JMJ in exchange for converting $7,000 in principal. | ||||||||
On July 2, 2014, the Company executed a 1:20,000 stock rollback of their common stock. As of July 2, 2014 the Company had outstanding 29,843 shares of common stock. All shares have been stated at their rollback value for comparative purposes. | ||||||||
On July 9, 2014, the Company issued 40,000,000 shares of common stock to its president Jon Cummings IV in recapitalizing the Company and positioning the Company to secure future capitalization for growth completed through a resolution by the Board of Directors. The Company recorded an expense of $2.4 billion ($2,400,000,000) or $60 per share, the value of the stock which approximated the value of services. | ||||||||
On July 9, 2014, the Company issued 10,000,000 shares of common stock to its wholly owned subsidiary Omega Capital Street LLC to position the Company to secure future capitalization for growth, completed through a resolution by the Board of Directors. The Company recorded the issuance to its subsidiary at par value, $.01 in the equity section of their financial statements. | ||||||||
On July 18, 2014, The Company issued 285,714 shares of common stock to AmericaVest to satisfy a $2,000,000 Promissory note, in exchange for 51% equity ownership in AmericaVest, which was subsequently reduced to 10% in accordance with the contractual agreement | ||||||||
On July 30, 2014, the Company issued 200,000 shares of common stock to Eran Danino in exchange for services as VP of Omega Capital Street LLC. The Company recorded an expense of $12,000,000 or $60 per share, the value of the stock on the day of authorization. | ||||||||
On July 30, 2014, the Company issued 200,000 shares of S-8 common stock to Todd Buxton, 1,000,000 shares of common stock to Von Cummings, and 100,000 shares of stock to Kenneth Bruce Leide in exchange for commercial real estate advisory services. The share amount was determined by contractual agreement. The Company recorded an expense of $78,000,000 or $60 per share, the value of the stock on the day of authorization. | ||||||||
On July 30, 2014, the Company issued 50,000 shares of common stock to Nelson Garcia, 50,000 shares of common stock to Robert Damigella and 50,000 shares of common stock to Ilan Doron, a total of 150,000 shares, in exchange for management consulting services. The Company recorded an expense of 60 per share. | ||||||||
On July 30, 2014, the Company issued 75,000 shares of common stock to Flavio Zuanier for business consulting services and 25,000 shares of common stock to Gail Rosenthal for accounting services. The Company recorded an expense of $4,500,000 or $60 per share. | ||||||||
On July 30, 2014, the Company issued a total of 97,002 shares of Series A Preferred Stock, 10,778 shares each, to Britannia Securities International, Agri Technologies International, RND Company Ltd., On Time Investments Ltd., Rooftop Holdings Ltd, Tosca Limited, Anybright Investments Ltd., Sequence Investments Ltd., and Copperbottom Investments Ltd., for consideration in modification of terms and deadlines to their original agreement. The Company recorded $485,010 or $.00 per share, the par value of the preferred stock, to Deferred equity costs under shareholders’ equity and recorded a total expense of $3,635 for the transaction. | ||||||||
On August 15, 2014, the Company issued 7,450 shares of common stock to Sojourn Investments LP upon conversion of 2,500 shares of Series D Preferred Stock and recorded the difference of $12,425 to paid in capital. | ||||||||
On September 11, 2014, the company issued 285, 714 shares of common stock to AmericaVest CRE Mortgage Funding Trust Inc. (“AmericaVest”) to retire a $2,000,000 promissory in conjunction with our acquisition of 51% equity interest or 1,564,079 shares of AmericaVest stock. On October 30, 2014, the Company and AmericaVest mutually agreed to reduce our equity interest in AmericaVest to ten percent (10%) through a transfer of 641,272 shares of AmericaVest (the “Contributed shares”) back by us to AmericaVest, pending completion of required audited financials by AmericaVest, at which time we will have an irrevocable option exercisable at our sole discretion to reacquire the Contributed shares at no additional consideration. The Company reduced its ownership interest pursuant to and based upon a material event, which occurred causing the resignation of one of the AmericaVest’s Co-Founders. The Company intends to regain the 75% majority ownership as originally executed in the Definitive Share Exchange Agreement upon the Company reassessing its position upon future due diligence and deeming the transaction optimal for the both the company and its shareholders. The pricing of the acquisition was negotiated based on the Company’s shares being valued at @ $7.00 per share. Hence with AmericaVest requesting a purchase price of $2.7 million and with the agreed upon cost basis of $7.00 per share, the Company agreed to issue 285,714 shares per the share exchange agreement for 51% ownership stake. | ||||||||
On September 24, 2014, the Company issued 2,126,588 shares of common stock to Lambert Private Equity LLC to exercise options. The Company recorded the difference of $4,479,684 to paid in capital. | ||||||||
On September 29, 2014, the Company issued 10,000 shares of common stock to Iconic Holdings LLC to convert debentures and interest. | ||||||||
On October 14, 2014, the Company issued 392,157 shares of common stock to Macallan Partners LLC and 392,157 shares of common stock to Tonaquint Inc. to convert debentures and interest. | ||||||||
On October 23, 2014 the Company issued 270,000 shares of common stock in accordance with the Settlement Agreement with IBC Funds LLC and 300,000 shares of common stock to JMJ Financial to convert debentures and interest. | ||||||||
In October, 2014, the company agreed to issue 15,000,000 shares of common stock to the majority shareholders of VeriTrek, Inc. (“VeriTrek”) in conjunction with our acquisition of a 75% equity interest in VeriTrek. On October 30, 2014, the Company and the VeriTrek majority shareholders mutually agreed to reduce our equity interest in VeriTrek to fifteen (15%) in exchange for their return to us of 6,750,000 of the 15,000,000 shares of common stock, due to the immediate unavailability of VeriTrek’s financial statements. | ||||||||
On November 7, 2014, the Company issued 1,000,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement. | ||||||||
On November 11, 2014, the Company issued 1,500,000 shares of common stock to Beaufort Capital Partners LLC to convert debentures and interest. | ||||||||
On November 14, 2014, the Company issued 1,000,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement and 2,000,000 shares of common stock to JMJ Financial to convert debentures and interest. | ||||||||
On November 24, 2014, the Company issued 1,239,669 shares of common stock to Iconic Holdings LLC to convert debentures and interest. | ||||||||
On November 25, 2014, the Company issued 1,980,198 shares of common stock to Tonaquint Inc. to convert debentures and interest. | ||||||||
On November 29, 2014, the Company sold 237 shares of Series 2020 Convertible Redeemable Cumulative Preferred stock, par value $200, to Stephen Wall and 125 shares of Series 2020 Convertible Redeemable Cumulative Preferred stock, par value $200, to Richard Carlton Wall for $25,000. The shares were issued in January 2015. | ||||||||
On December 2 2014, the Company issued 2,700,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement. | ||||||||
On December 3, 2014, the Company issued 2,752,525 shares of common stock to Beaufort Capital Partners LLC to convert debentures and interest. | ||||||||
On December 6, 2014, the Company issued 2,757,222 shares of common stock to JMJ Financial to convert debentures and interest. | ||||||||
On December 9, 2014, the Company issued 2,700,000 shares of common stock to IBC Funds LLC in compliance with the settlement agreement. | ||||||||
On December 12, 2014, the Company issued 3,350,000 shares of common stock to Tonaquint Inc. to convert debentures and interest. | ||||||||
On December 15, 2014, the Company issued 1,000,000 shares of common stock to Rodrigo Rappaccioli for $10,000 purchased under the DPO. | ||||||||
On December 15, 2014, the Company issued 3,722,675 shares of common stock to LG Capital Funding LLC to convert debentures and interest. | ||||||||
On December 15, 2014, the Company sold 1,500 shares of Series 2020 Preferred stock, par value $200, to Alison Helm for $375,000 cash. | ||||||||
On December 17, 2014, the Company issued 3,931,818 shares of common stock to Beaufort Capital Partners LLC to convert debentures and interest. | ||||||||
On December 18, 2014, the Company issued 2,700,000 shares of stock to IBC Funds LLC in compliance with the settlement agreement. | ||||||||
On December 19, 2014, the Company issued 10,000,000 shares of stock to VeriTrek Inc. and HR Hale LLC as part of the share exchange agreement signed in October 2014. | ||||||||
On December 19, 2014, the Company issued 3,000,000 shares of stock to Train Systems LLC for sales consulting services on closing deals. The Company recorded an expense of $6,000 or $.002, the closing stock price on the date of issuance. | ||||||||
On December 22, 2014, the Company issued 3,906,575 shares of stock to LG Capital Funding LLC to convert debentures and interest. | ||||||||
On December 30, 2014, the Company issued 2,700,000 shares of stock to IBC Funds LLC in compliance with the settlement agreement, and 5,343,434 shares of stock to Beaufort Capital Partners LLC to convert debentures and interest. | ||||||||
On December 31, 2014, the Company issued 4,121,166 shares of stock to LG Capital Funding LLC to convert debentures and interest. | ||||||||
The Company had 119,249,895 and 14,282 shares of common stock issued and outstanding as of December 31, 2014 and 2013, respectively. | ||||||||
PREFERRED STOCK | ||||||||
On September 4, 2013, the Company entered a Unit Subscription Agreement and an Account Management Agreement with nine oversea investors. Under the terms of the Unit Subscription Agreement (the “Agreement”), the Company issued a total of 271,998 newly designated shares of preferred stock, which are convertible to common stock totaling 27,199,800 shares and 101,258,100 common stock warrants to nine investors for a total investment of $40,642,069 with an average Price of $1.42. The common stock warrants have an average exercisable price of $1.42 per common share. Under the Account Management Agreement, investors under the Unit Subscription Agreement and Company have appointed Elco Securities, Ltd. as intermediary to monitor and enforce the Use of Proceeds to ensure that it meets the projected Use of Proceeds as included in the Unit Subscription Offering Breakout Detail, filed as Exhibit 10.20 to Form 8-K with the SEC dated October 9, 2013 and included by reference herein. | ||||||||
Subject to and upon the terms and conditions set forth in the Agreement, at the Closing the Company issued and sold individually and not jointly, to the Investor(s), and the Investor(s), severally and not jointly, purchased from the Company that number of Units consisting of (i) shares of Convertible Preferred Stock (the "Shares"), and, (ii) Warrants to purchase additional Common Shares (the "Warrant") at such prices and in such amounts as are set forth opposite their respective Warrant Series name in Figure 1 hereto, and an expiration date of thirty six (36) months following registration or following final disbursement of capital or sixty (60) from this offering whichever is longer. | ||||||||
Offering Overview | ||||||||
Assumptions | Per Unit | Total Structure | Investment | |||||
Number of | Preferred Price | Price P/Unit | Total Units | Total Unit | ||||
Investors | Per Share | Purchase | ||||||
9 | $149.04 | $45,156.85 | 900 | $40,642,069 | ||||
Preferred | Common | Preferred | Total Preferred | Total Warrant | ||||
Series | Price Per | Shares P/Unit | Shares | Exercise | ||||
Share | ||||||||
A | $1.49 | 303 | 272,700 | $144,062,663 | ||||
Breakouts | Avg. Warrant | Converted | Converted | Investors Equity % | ||||
Price | Common P/Unit | Common Shares | ||||||
36 | $1.42 | 30,300 | 27,270,000 | 40.12% | ||||
Conversion | Common to | Warrants | Total Warrants | Investor Equity | ||||
Rate | Register2 | P/Unit1 | W/Warrants %3 | |||||
100 | 10,350,000 | 112,509 | 101,258,100 | 47.52% | ||||
Payment: | ||||||||
The Investor(s), severally and not jointly, individually purchase that number of Units as is set forth next to their names on the Signature Page and such cost per Unit as specified in Figure 1. In consideration of the sale of these Units, and in reliance on the representations and warranties herein provided by the Company for the benefit of the Investor(s), the Investor(s) deliver their portion of the agreed to Total Unit Purchase (the "Purchase Price") as is set forth in Figure 1 above. Payment of the Purchase Price, of both the Unit Subscription Agreement and the Warrant exercise, has been made to the Company's Restricted Cash Account with the Intermediary as specified in the AMA which will monitor the capital disbursement. | ||||||||
Closing; Deliveries. | ||||||||
(a) The closing of the sale and purchase of the Units under the Agreement (the “Closing”) took place at the offices of the Intermediary, Elco Securities, Ltd. in Abaco, Bahamas. The date of the Closing is hereinafter referred to as the “Closing Date”. Such Closing shall be evidenced by a letter from the Intermediary attesting to the Closing and stating the available capital to the Company in their account (the "Closing Notification"). | ||||||||
(b) At the Closing, the Company delivered, or cause to be delivered, to each of the Investor(s), (i.) certificates evidencing the Convertible Preferred Shares being purchased by such Investor(s) as called for in the Agreement, registered in the name of such Investor(s), against payment to the Company of the Purchase price by such Investor(s), (ii.) the Warrants being purchased by such Investor(s) against payment to the Company of the Purchase Price by such Investor(s), (iii.) a corporate resolution authorizing the offering, closing and submission to the Account Management Agreement and (iv.) an opinion letter stating that the offering is an obligation of the company and that the offering has been completed according to applicable securities regulations. | ||||||||
The terms and conditions of the Account Management Agreement (“AMA”) are filed as Exhibit 10.21 and 10.22 of Form 8-K, filed with the SEC on October 9, 2013 and are incorporated herein. | ||||||||
In accordance with the terms of the agreement, we have reserved 28,000,000 shares of common stock for issuance upon conversion of the preferred stock. | ||||||||
In accordance with the agreement, in 2013, 100,000 shares of Series D Convertible preferred stock were issued to the agent as commissions in lieu of 8% commission on the total amount of funds raised and $500,000, the value of the preferred stock at par value ($5 per share) was expensed as Commissions, and during 2014, 2,500 shares of Series D preferred stock were converted to 7,450 shares of common stock. There were 97,500 shares of Series D Preferred stock issued and outstanding as of December 31, 2014. | ||||||||
In accordance with the agreement, 500,000 shares of Series C Convertible Supervoting stock were issued to our President Jon Cummings IV and is being held by the intermediary as a guarantee. The stock will be returned to the Company at the conclusion of the Agreement, and the Company has recorded it as Preferred stock reserves, a contra equity account. | ||||||||
In August 2014, we issued 97,002 shares of Series A Preferred Cumulative Convertible stock (10,778 shares per stockholder) to the original 9 Series A Preferred stockholders. | ||||||||
There were 500,000 shares of Series C Preferred Cumulative stock issued and outstanding as of December 31, 2014. | ||||||||
The related funds are being held in trust in an offshore Bahamian Restricted cash account, under the trusteeship of Elko Securities, Ltd. Since the funds are maintained by the intermediary, we have recorded these as subscription receivable in the Equity section of our balance sheet. As of December 31, 2014 and 2013, the account held balances of $43,636,559 and $43,642,694 respectively. | ||||||||
In February 2014, we issued 1,000,000 shares of Series G Convertible Preferred stock to Nuquist Capital MatchPoint to purchase their web portal. As of December 31, 2014, there are 1,000,000 shares of Series G Preferred stock issued and outstanding. | ||||||||
In April 2014 we issued 80,000 shares of Series F Preferred stock to Flavio Zuanier for consulting services regarding business management and overseas investing and recorded an expense of $8,000,000 or $100 per share. | ||||||||
In December 2014, we sold 1,862 shares of Series 2020 Preferred stock. We issued 1,500 shares in 2014. The remaining 362 shares were issued in 2015. Also in 2015 we sold 1,175 shares for $235.000. | ||||||||
In March 2015, we issued 2,000,000,000 shares of Series CC Preferred stock to our president for his services and recorded an expense of $200,000 or $.0001 per share to officer compensation expense. | ||||||||
OPTIONS | ||||||||
As part of the Standby Purchase Agreement with Lambert (See Note 14), the Company granted to Lambert a 5-year Option to Purchase Shares for 1,283 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The options expire March 7, 2018. The Company did not grant any registration rights with respect to any share of common stock issuable upon exercise of the options. The fair values of the options expense was calculated using the Black-Scholes options pricing model at issue date using the following assumptions: | ||||||||
Issuance | Dividend | Fair | Term | Assumed | Market | Volatility | Federal | |
Date | Yield | Value | Conversion | Price on | Percentage | 5 year | ||
Price | Issue Date | Risk-free | ||||||
Interest | ||||||||
Rate | ||||||||
3/8/13 | 0% | 4,500,950 | 5 years | $0.12 | $0.18 | 729% | 0.75% | |
No additional stock options were issued in the years ended December 31, 2014 and 2013, and in December 2014, Lambert exercised their options and received 2,126,588 shares of common stock. As of December 31, 2014, there are no options outstanding. | ||||||||
WARRANTS | ||||||||
As part of the consulting agreement with A.S. Austin Company, Inc., the Company granted warrants to purchase up to 1,000,000 shares of common stock, to be granted ratably over the term of the agreement on the first day of each calendar month. The Warrants shall be exercisable at any time or from time to time commencing on the grant date at an exercise price of $.40 per share. The Warrants will expire two years from the date of issuance and will be subject to customary stock splits and payable in legal tender. | ||||||||
The consulting agreement with A.S. Austin has been dissolved, and as of December 31, 2014 and 2013, A.S. Austin Company had issued and outstanding 13 warrants. | ||||||||
On September 4, 2013, as part of the Unit Exchange Agreement discussed above, 5,063 warrants were issued to 9 investors. These warrants expire in 3 years (36 months) and are exercisable at variable amounts, as per the agreements and accompanying warrant certificates. | ||||||||
Stock Warrants and Options | ||||||||
Stock warrants/options outstanding and exercisable on December 31, 2014 are as follows: | ||||||||
Exercise Price per Share | Shares Under | Remaining | ||||||
Option/warrant | Life in Years | |||||||
Outstanding | ||||||||
$0.40 | 13 | 1 | ||||||
$0.5000 - $7,3927 | 5,063 | |||||||
Exercisable | ||||||||
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | 0 | 4 | ||||||
$0.40 | 13 | 1 | ||||||
As of December 31, 2014 and 2013, -0- options and 5,076 warrants to purchase our common stock have been issued. No warrants have been exercised. | ||||||||
DEFERRED EQUITY OFFERING COSTS | ||||||||
In connection with the Standby Purchase Agreement with Lambert (See Note 14), the Company incurred the following costs through December 31, 2013: (1) stock issued to Lambert (See Note 14) as a commitment fee, fair value of $2,357,060; (2) options issued to Lambert as performance incentive, fair value of $4,500,950. These costs will be charged to additional paid-in-capital (“APIC”) as shares are sold to Lambert. | ||||||||
On June 3, 2013, the Company issued 500 shares of its common stock (10,000,000 pre-split) to Lambert under the Standby Purchase Agreement and a cost of $650,000 was charged to APIC, valued at the closing price of the stock on the day of stock issuance. | ||||||||
In December, 2014, Lambert exercised their options and the fair value of the options was charged to paid in capital on issuance of 2,126,588 shares. |
Income_Loss_Per_Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | NOTE 10: INCOME (LOSS) PER SHARE |
Income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. Stock options and warrants associated with performance contracts totaling 127,149,095 shares are not considered in the calculation as the impact of the potential common shares would be to decrease loss per share. Therefore no diluted loss per share figures is presented. The Company posted losses of ($104.95) and ($37.68) per basic share for the periods ended December 31, 2014 and 2013, respectively. | |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Supplemental Cash Flow Elements [Abstract] | ||||||
Supplemental Cash Flow Information | NOTE 11. SUPPLEMENTAL CASH FLOW INFORMATION | |||||
Supplemental disclosures of cash flow information for the periods ending December 31, 2014 and 2013 are summarized as follows: | ||||||
Cash paid during the periods ending December 31, 2014 and 2013 for interest and income taxes: | ||||||
2014 | 2013 | |||||
Income Taxes | $ | -- | $ | -- | ||
Interest Paid | $ | -- | $ | 2,063 | ||
Interest Paid by stock issuance | 70,053 | |||||
Segment_Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 12. SEGMENT REPORTING |
The Company follows paragraph 280 of the FASB Accounting Standards Codification for disclosures about segment reporting. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2014 and 2013. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern | |
Going Concern | NOTE 13. GOING CONCERN |
The accompanying consolidated financial statements for the periods ended December 31, 2014 and 2013 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 of December 31, 2014, the Company has negative working capital of $4,543,734 and a retained deficit of $2,618,899,319. There can be no assurance that the Company will be able to obtain the substantial additional capital resources necessary to implement its business plan or that any assumptions relating to its business plan will prove to be accurate. The Company is pursuing sources of additional financing and there can be no assurance that any such financing will be available to the Company on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on the Company, including possibly requiring the Company to cease operations. | |
These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Judgments_and_Settlements_Paya
Judgments and Settlements Payable | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Judgments Payable | NOTE 14. JUDGMENTS and SETTLEMENTS PAYABLE |
Judgments | |
The Company currently has three judgments against it. Included in the accompanying balance sheets at December 31, 2013 and December 31, 2012 is $2,300,948 stemming from the following lawsuits. | |
Sebaco Siete, S.A. v. Omega Realty Partners, LLC, et. al. 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 06-11204 CA 13 FJ. A default judgment against impleader defendants in the amount of $1,564,832 was filed in 2009. | |
Jorge Ramos v. Omega Capital Funding, LLC, et. al. in the circuit court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 07-38288 CA 09. A final summary judgment was filed in 2009 in the amount of $85,000. | |
Luxury Home LLC v. Omega et. al. Case No.: CV2011-004554. A default judgment in the amount of $651,116 was filed in 2012 for a previous year’s claim. | |
Settlements | |
On April 26, 2013 Madison Boardwalk, LLC (“Madison Boardwalk”) filed a complaint in the U.S. District Court for the Western District of Wisconsin (Case No. 13-cv-288) against Omega Commercial Finance Corp. (the “Company”), Jon S. Cummings, IV and Von C. Cummings. The complaint alleged that the Company breached its agreements with Madison Boardwalk to provide it with funding for a hotel it was seeking to finance and develop (the “Project”). In response to this complaint, the Company and Jon S. Cummings IV filed a motion to dismiss the complaint due to Jurisdiction and Venue. On November 7, 2013, the Court issued an order denying the motion to dismiss, granting Madison Boardwalk’s motion for leave to file a reply and allowing Madison Boardwalk leave until November 21, 2013 to show that the individual defendants in this case are citizens of Florida. The case subsequently went to mediation and was settled during mediation in September 2014. In accordance with the settlement agreement, while admitting no culpability, we have recorded the $100,000 settlement payable as legal expenses and have made payments in accord with the stipulated schedule therein. As of December 31, 2014, the Company has an outstanding balance of $65,000 which it intends to fulfill according to terms in the settlement agreement. | |
On October 17, 2014 the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC, vs Omega Commercial Finance Corporation., Case No. 2014 CA 6009 (the “Action”). IBC commenced the Action against us to recover an aggregate of $65,085 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the “Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain legal, accounting, underwriting, and Edgar filing services cost. The Order provides for the full and final settlement of the Claim and the Action, and on October 23, 2014, we issued an initial 270,000 shares of common stock to IBC in accordance with the settlement agreement. The Settlement Agreement became effective and binding on October 31, 2014. | |
Because this Settlement Agreement involves issuing shares in satisfaction of debt at variable stock prices, we have deemed the transactions to contain derivative liabilities and as such have bifurcated the liabilities and treated them as convertible debt. (See Note 3 above). | |
Pending Litigation | |
Macallan Partners LLC v. Omega Commercial Finance Corp., the Superior Court of the State of Delaware in and for New Castle County, C.A. No. N14C-11-186-DCS. A complaint was filed on November 21, 2014, by Macallan Partners LLC, alleging breach of obligations under the Loan Documents, and seeking damages of not less than $177,000 as of the date of Complaint with additional damages increasing principal to accrue at $2,000 per day and a default interest rate of 18%. The Company has responded acknowledging and denying it had breached any proportionality preservation clauses or insolvency clauses. As of December 31, 2014, the litigation is pending. Our legal counsel has indicated it is more likely than not this litigation will be dismissed. Accordingly, we have made no conditional provisions for liabilities. | |
We currently have payment obligations of total $2,365,948 and $2,300,948 on the judgments against us, which is included in our financial statements for the year ended December 31, 2014 and 2013, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15 RELATED PARTY TRANSACTIONS |
During the periods ended December 31, 2014 and 2013, the Company compensated its officers in total amount of $2,402,186,028 and $101,320 respectively, of which $218,028 and $101,320 was in cash and equivalents, respectively. |
Material_Transactions
Material Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Material Transactions | NOTE 16. MATERIAL TRANSACTIONS |
EQUITY RESTRUCTURING | |
Effective on January 8, 2013, the Company amended its Articles of Incorporation to increase to unlimited the number of authorized shares of our common stock. | |
On March 27, 2013, the Company’s Board of Directors amended the designations, terms, powers, preferences and rights of the Series A Redeemable Cumulative Preferred Stock as originally reported in its Form 8-K filed on October 15, 2012. The amendment decreased the dividend rate to 4.50% and shortened the redemption obligation to 3 years. | |
Several times during the years ended December 31, 2014 and 2013, the Company authorized additional classes of preferred stock. As of the date of this filing, we have the following series of preferred stock authorized by our Board of Directors: | |
Series A Preferred Stock – $5 par value, 4.5% annual dividend accrual, redeemable after the 1st anniversary of the date of issuance for par value plus all accrued dividends, mandatory redemption on the 3rd anniversary of the date of issuance, convertible at one thousand (1,000) shares of Series A Preferred stock for five (5) shares of common stock, or 200 shares of Series A Preferred Stock for 1 share of common stock of the Company. Each share is entitled to the number of votes equal to the number of shares of common stock into which such shares of Preferred stock is then convertible. Upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each holder of these Preferred stock series shall be entitled to be paid ratably in cash or marketable securities, after payment of any amount due in respect of any senior securities and before any amount shall be paid or distributed to the junior securities shareholders, an amount per share equal to the original issues price, as adjusted for non-capital events, plus all accrued but unpaid dividends, whether or not declared, subject to automatic conversion into common stock if common stock were to receive greater distribution.1 million (1,000,000) shares authorized, 369,000 shares issued and outstanding. | |
Series B Redeemable Cumulative Preferred Stock – $1,000 par value, 4.75% annual dividends, redeemable after the 1st anniversary of the issuance date for par value plus any accrued and unpaid dividends, mandatory redemption on the third anniversary after issuance. Each Series B Redeemable Cumulative Preferred share shall have one (1) vote and the right to vote on all matters submitted to the common shareholders for a vote at any time at special or annual meetings of the company. The Preferred shares shall have the same rights and privileges as the common stock of the Company for liquidation. 500,000 shares authorized. no shares issued or outstanding. | |
Series C Preferred Stock –, $5 par value, callable from and after sixty (60) months from date of issuance at $1.00 per share, no conversion. The Series C Preferred stockholders are not entitled to participate in dividends and distributions declared by the Company to its outstanding common stock shareholders. Each holder of Series C Preferred Stock shall have votes equal to one hundred (100) times the number of votes per Series C Preferred share (rounded to the nearest whole share) held on the record date for the determination of the holders of the shares entitled to vote or at the date such vote is taken or any written consent of shareholders is first solicited. The Series C Preferred stockholders shall vote together with the holders of the outstanding capital stock and not as a separate class, series or voting group. The holders of the shares of Series C Preferred stock shall rank senior and prior to the common stock of the Company. 500,000 authorized, issued and outstanding. | |
Series D. Convertible Preferred Stock –$5 par value, convertible at the higher of $1.50 or the average of the closing sales prices of the Company’s common stock on the five Trading days prior to the date of the conversion request. No conversion shall result in the Conversion of more than the number of shares of Series D Preferred stock, such that, upon conversion, the aggregate beneficial ownership of the Company’s common stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such Holder and all persons affiliated with such Holder is more than 9.99% of the Company’s common stock then outstanding. No redemption. In the event of any liquidation, dissolution or winding up of the Company, Series D Preferred stockholders shall be entitled to receive prior and in preference to any distribution of any of the assets of the company to junior stockholders but not prior to any holders of the Series A Preferred, Series B Preferred, Series C Preferred stock and any senior debt instruments created by the Company, which holders shall have priority to the distribution of any assets of the Company, an amount per share for each share of Preferred stock held equal to the original issue price per share for each share of Series D Preferred stock (as appropriately adjusted for any recapitalization). Each share of Series D Preferred stock shall carry one (1) vote and voted equally with the shares of common stock as a single class, with respect to all matters submitted to the holders of common stock, the number of votes determined by the shares of Series D Convertible Preferred stock held immediately after the close of business on the record date fixed for any annual or special meeting of the stockholders of the Company or on the effective date of such written consent. No fractional votes will be permitted. Fractional votes will be rounded to the nearest whole number (with one half rounded upward to one (1) vote). 100,000 shares authorized, 97,500 shares issued and outstanding. | |
Series F Redeemable Cumulative Preferred Stock – $100 par value, 9.5% annual dividends, redeemable after the 1st anniversary of the date of issuance for par value plus any accrued and unpaid dividends, mandatory redemption on the 3rd anniversary of the date of issuance for par value plus accrued and unpaid dividends. The Preferred shares have the same rights and privileges and the common stock of the Company. Each preferred share shall have one (1) vote and the right to vote on all matters submitted to the common stockholders for a vote at any time at special or annual meetings of the Company, 500,000 shares authorized, 80,000 shares issued and outstanding. | |
Series G Preferred Stock – $1 par value, convertible at 1 share of common stock for 800 shares of Series G Preferred Stock. The holders of the Series G Preferred stock shall have the same rights and privileges and the holders of the common stock. The holders of Series G Preferred stock shall have no voting rights with respect to the other outstanding shares of capital stock of the Company, but shall have the right to vote as a separate class with respect to the Series G Preferred only. (1,000,000 shares authorized, issued and outstanding. | |
Series 2020 Convertible Redeemable Preferred stock –$200 par value, 18.25% annual dividend accrued, convertible at one (1) share of Series 2020 Preferred stock for one hundred (100) shares of common stock, redeemable after the 1st anniversary of the date of issuance for par value plus accrued dividends, mandatory redemption on the 6th anniversary of the date of issuance. No votes for any election or other vote placed before the shareholders of the Company. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series 2020 Convertible Redeemable Preferred stock are not entitled to be paid out of the assets off the Corporation. 100,000 shares authorized, 1,862 shares issued and outstanding. | |
Series H Convertible Redeemable Preferred stock –$2.50 initial par value, annual dividend accrued, convertible at par value any time into the number of shares of the Corporation’s common stock equal to the price of the Series H Preferred Stock divided by the par value of the Series H Preferred, subject to adjustment as may be determined by the Board of Directors (the “Conversion Rate)”. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series H Preferred stock shall be entitled to be paid out of the assets off the Corporation before any distribution or payment to the holders of any stock ranking higher to the Series H Preferred Stock, distributed ratably to the holders of the Corporation’s stock. These shares carry no voting rights. These shares are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio prior to the reverse split. The conversion rate of shares of Series H Preferred Stock, however would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split. 10,000,000 shares authorized, no shares issued or outstanding as of the date of this filing. | |
Series Y Secured Convertible Redeemable Cumulative Preferred stock –$10 par value, 5.5% annual dividend accrued (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), convertible any time before the 101th anniversary of purchase at one (1) share of Series Y Preferred stock for three (3) shares of common stock, redeemable after the 1st anniversary of the date of issuance for par value plus accrued dividends, mandatory redemption on the 10th anniversary of the date of issuance. No voting rights for any election or other vote placed before the shareholders of the Company. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series Y Convertible Redeemable Preferred stock are entitled to be paid out of the assets off the Corporation after higher ranking stock and before common stock . 1,000,000 shares authorized, no shares issued or outstanding as of the date of this filing. | |
Series CC Convertible Preferred stock - $0.0001 par value, no annual dividend, convertible at one (1) share of Series CC Preferred stock for two hundred (200) shares of common stock, redeemable after the 1st anniversary of the date of issuance for par value, no mandatory redemption. The Preferred shares have the same rights and privileges and the common stock of the Company. Each preferred share shall have one hundred (100) votes and the rights to vote on all matters submitted to the common stockholders for a vote at any time at special or annual meetings of the Company, unlimited shares authorized, 2,000,00,000 shares issued and outstanding as of the date of this filing. | |
TERMINATION OF DUTCHESS INVESTMENT AGREEMENT | |
On March 12, 2012, the Company entered into the Investment Agreement with Dutchess Opportunity Fund, II, LP (“Duchess”). Pursuant to the Investment Agreement, Dutchess committed to purchase up to $25 million of common stock over the course of 36 months. No sales of our common stock were made under this agreement, and the Company terminated this agreement on February 7, 2013. | |
TERMINATION OF ACQUISITION OF USA TAX & INSURANCE SERVICES, INC. and AMERICAN INVESTMENT SERVICES LLC | |
On October 16, 2012, the Company entered into a Definitive Agreement for The Share Exchange & Acquisition of USA Tax & Insurance Services, Inc. (“USTIS”) and American Investment Services LLC (“AIS), (together the “Agreement”), whereby by agreed to purchase all of the outstanding equity and assets of both USTIS and AIS from Stephen Hand for $20 million. In accordance with the Agreement, the Company is required to create and authorize Series B Preferred Stock and conduct a registered offering of these shares to raise funds to pay the purchase price. The initial agreement expired December 15, 2012. The Company entered into amendments to the Agreement, on January 10, 2013 which extended the closing to January 30, 2013, and on January 23, 2013 extending the closing through April 30, 2013. These amendments removed the obligation for creating and selling Series B Preferred Stock in an offering, as well as reduced the purchase price from $20,000,000 to $10,400,000 plus payment of stock compensation as part of a roll-up acquisition strategy. The closing did not occur by April 30, 2013. USTIS and AIS terminated the Agreement and it is of no further force or effect. This Agreement has been terminated. | |
TERMINATION OF COMMERCIAL CONTRACT TO PURCHASE PROPERTY | |
On December 13, 2012, the Company entered into a Commercial Contract to purchase 0.15 acres of real estate including a 12,500 sq. ft. professional service building located at 983 Washington Avenue, Miami Beach, Florida 33139 from Club Investment Group, LLC for $11.5 million. In February, 2013, the Company deposited 15 shares of common stock valued at $2,000 per share or $30,000, the value of the stock which approximated the value of services, into an escrow account. The closing was required to take place no later than February 11, 2013. As of December 31, 2013, the contract expired. The Company has expensed the $30,000 deposit, paid with 15 shares of common stock, as loss on deposit. | |
JOINT VENTURE – GARDENS VE | |
On February 20, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the “Strategic Alliance”) with Gardens VE Limited (Company No. 07071936), a British Company (“Gardens”), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and refurbishment of the La Posta Golf Club & Luxury Hotel. Under the Agreement, Gardens has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Gardens to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than fifty-eight million dollars ($58,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance but not to exceed 10 years. The principal is responsible for the day-to-day operation for the entire duration of the project as it pertains to the future refurbishment phase and he has currently placed the property under contract with a hard deposit. In addition he is responsible for transferring free and clear with an unencumbered title of fixed assets in order to support future financing for all phases covering the acquisition on through the refurbishment of the property. The termination of the strategic alliance is at the discretion of both parties or upon the completion of the refurbishment and or disposition of the stabilized income-producing asset. Gardens has not completed the acquisition of La Posta and we will continue to work with the principal and general manager to continue our efforts under the Strategic Alliance to raise additional capital to meet our funding obligations to complete this transaction. | |
As of March 27, 2013, an operating agreement addendum (the “Addendum”) was issued by the Company and Gardens whereby CCRE will now own 95% of Gardens in exchange 1,000,000 shares of our unregistered common stock. The principal will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Garden’s development/projects. As of December 31, 2014, the agreements are being restructured. | |
JOINT VENTURE – TOWERS | |
On June 27, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the “Strategic Alliance II”) with Towers Real Estate Limited, a British Company (“Towers”), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and construction of the Le Principesse real estate located in Mestre-Venice, Italy. Under the Agreement, Towers has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Towers to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than three hundred seventy five million dollars ($375,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance. | |
On March 27, 2013, an operating agreement addendum (the “Addendum”) was issued by the Company and Towers whereby the principal in the development agreed to transfer an additional 46% interest in Towers to CCRE, giving CCRE a 95% ownership interest in the capital of Towers in exchange for 1,000,000 shares of the Company’s unregistered common stock. The principal of Towers will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Tower’s development/projects. As of December 31, 2014, the agreement is being restructured. | |
ACQUISITION OF VFG SECURITIES INC. AND DISSOLUTION OF AGREEMENT | |
On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation (“VFG Securities”) to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the “First Closing”) and (2) $525,000 in cash (the “Deferred Cash Payment”) plus 1,000,000 shares of the Company’s common stock to acquire the remaining 83% of VFG common stock (the “Second Closing:”). The First Closing and initial $130,000 was paid upon VFG’s filing of a Form BD with the Financial Industries Regulatory Authority (“FINRA”) and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Second Closing is contingent on obtaining FINRA approval within 90 days of First Closing. In addition, the Purchase Price is subject to VFG Securities achieving gross revenue of at least $3,300,000 during the 12 month period ending on December 31, 2013 (the “Revenue Target”). In the event VFG does not meet its Revenue Target, then the Purchase Price will be reduced pro rata based on a gross revenue target on $3,500,000. In addition, the Second Closing is subject to the Company obtaining errors and omissions insurance for VFG Securities’ operations and other customary conditions of closing. As of the date of this filing, the Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD. As of September 30, 2013, VFG has withdrawn itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The Company is evaluating its rights under the agreement, if any, to determine if it is entitled to adjust the purchase price for the 17% interest it acquired in VFG Securities or rescind the entire transaction. The Company has recorded the 17% ownership in VFG Securities it acquired at the First Closing in Other Assets as $130,000, the cash price paid. As of December 31, 2013, VFG has withdrawn from the agreement and agreed to refund the Company $110,000. This amount is shown as VFG-receivable on the balance sheet. The Company received the payment in full in February, 2014. | |
EQUITY PURCHASE AGREEMENT - LAMBERT PRIVATE EQUITY LLC | |
On February 8, 2013, the Company entered into a Standby Equity Purchase Agreement (the “Agreement”) with Lambert Private Equity LLC (“Lambert”). The Agreement provides us with an equity line whereby the Company can sell to Lambert, from time to time, our shares of common stock up to an aggregate value of $100 million over a thirty-six month period. Under the terms of the Agreement, once a registration statement becomes effective, the Company will have the right to deliver to Lambert from time to time a “Draw Down Notice” stating the dollar amount of common shares we intend to sell to Lambert, up to a maximum of $100 million. The purchase price of the shares identified in the Draw Down Notice shall be equal to 90% of the lowest daily volume weighted average price of our common stock during the fifteen (15) trading dates following the date of the Draw Down Notice. The Company has the option to specify a floor price for any Draw Down Notice. In the event the shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price. The Company has agreed to pay to Lambert a commitment fee of 13,094,014 shares of common stock following execution of the Agreement. In connection with the Agreement, the Company granted to Lambert a 5-year Option to Purchase Shares for 1,283 (25,641,000 pre-split) shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement to develop and support operations for our commercial real estate financing subsidiaries, Omega Capital Street LLC and Omega CRE Group LLC as well as for general corporate and working capital purposes. The Agreement will not be effective until the date a registration statement is declared effective by the SEC. On March 8, 2013, the Company issued to Lambert 13,400,000 shares of restricted common stock, valued at $2,357,060 or $.1759 per share, the value of the stock which approximated the value of services. On June 3, 2013, the Company issued to Lambert 10,000,000 shares of restricted stock, under this agreement. The Company recorded the value of the stock at the valuation specified in the Standby Purchase Agreement or $650,000 to APIC. In December 2014, Lambert exercised their options and the Company issued 2,126,588 shares and recorded $4,479,684 to paid in capital. There are no options outstanding as of December 31, 2014. | |
RESCISSION OF LOAN RECEIVABLE PURCHASE AND PROMISSORY NOTE | |
On March 7, 2013, we borrowed $231,500 from Stephen Hand. The promissory note has a maturity date of April 1, 2014 and a stated interest rate of 3.5%. As collateral for the repayment of the loan and in the event of a default hereon, the Company issued to Mr. Hand 2,000,000 shares of common stock and recorded an expense of $351,800 or $.1759 per share, the value of the stock which approximated the value of services. In addition, on March 7, 2013, the Company entered into a repurchase agreement with Mr. Hand whereby he shall purchase from the Company for $4,330,000 a loan receivable which we plan to purchase from TD Bank in the original principal amount of $4,460,000 (the “TD Bank Loan:”). Under the terms of the loan purchase agreement we entered into with TD Bank, we agreed to purchase from TD Bank for $4,330,000 the TD Bank Loan, which purchase required us to deposit $216,500 in an escrow account as a refundable earnest money deposit to be applied to the purchase price after the Company completes a 30-day due diligence review. In the event the Company elects not to close on the purchase after the expiration of the 30-day due diligence period, the above transactions shall be rescinded, ab initio. | |
On May 13, 2013, the Company terminated the contract with TD Bank and has been released from any performance obligation under said contract. The Company is also released from any and all obligations to repay the promissory note dated March 7, 2013, in the principal amount of $231,500. The repurchase agreement dated March 7, 2013 has been terminated and the Company has been released from any and all obligations to perform under said agreement. The Company cancelled the 10 (2,000,000 pre-stock split) shares issued to Mr. Hand effective June 27, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Income Tax Disclosure [Abstract] | ||||||
Income Taxes | NOTE 17. INCOME TAXES | |||||
At December 31, 2014, the Company had federal and state net operating loss carry forwards of approximately $2,546,196,458 that expire in various years through the year 2024. | ||||||
Due to cumulative operating losses, there is no provision for current federal or state income taxes for the periods ended December 31, 2014 and 2013. | ||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes. | ||||||
The Company’s deferred tax asset at December 31, 2014 and 2013 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $865,706,796 less a valuation allowance in the amount of ($865,706,796). Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. | ||||||
The Company’s total deferred tax asset as of December 31, 2014 and 2013 is as follows: | ||||||
2014 | 2013 | |||||
Net operating loss carry forwards | $ | 865,706,796 | $ | 3,189,339 | ||
Valuation allowance | -865,706,796 | -3,189,339 | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||
The reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes as of December 31, 2013 and 2012 is as follows: | ||||||
2013 | 2012 | |||||
Income tax computed at the federal statutory rate | 34% | 34% | ||||
Valuation allowance | -34% | -34% | ||||
Total deferred tax asset | 0% | 0% |
Lease_Commitments_and_Related_
Lease Commitments and Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Leases, Operating [Abstract] | ||
Lease Commitments | NOTE 18. LEASE COMMITMENTS AND RELATED PARTY TRANSACTIONS | |
The Company had a month to month lease at $563 per month with an unrelated landlord. The Company also had a month to month lease for an executive office at $95 per month with an unrelated landlord. The Company vacated those premises in December 2013. | ||
On November 1, 2013, our subsidiary Omega Capital Street LLC entered into a short-term sublease for space in downtown Miami FL at $11,069 per month with an unrelated landlord. The lease expired October 31, 2014. | ||
On October 23, 2014, Omega Capital Street LLC entered into a 65 month lease for offices at 501 Brickell Key Drive,, Suite 104, Miami FL. The lease commitments are as follows: | ||
2015 | $177,358 | |
2016 | $183,580 | |
2017 | $190,007 | |
2018 | $196,670 | |
2019 | $203,564 |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19. SUBSEQUENT EVENTS |
On February 11, 2015 we filed an amended S-1 filing to sell and register 250,000,000 shares of our common stock. The registration has not yet been approved. | |
On March 9, 2015, the Company issued 2,000,000,000 shares of Series CC Redeemable Preferred stock, par value $0.0001 to Jon S. Cummings IV, our President and then CEO for his services, and recorded compensation expense of $200,000. | |
On March 12, 2015, the Company and the VeriTrek Shareholders entered into a second amendment to the VeriTrek Agreement (the “Amendment 2”), providing for the consummation of the acquisition as originally proposed, by reissuing an additional 6,750,000 shares of Omega’s restricted common stock to the VeriTrek Shareholders in exchange for 600,000 shares of VeriTrek’s common stock held by them, thereby increasing our equity interest in VeriTrek to seventy-five percent (75%). This transaction closed on March 23, 2015. The foregoing summary of the Amendment is qualified in its entirety by the copy of that agreement attached as Exhibit 10.1 on Form 8-K, filed with the SEC on March 12, 2015, and incorporated herein by reference. | |
During the 3 months January 1-March 31, 2015, the Company issued 1,016,037,381 shares of common stock to convert debentures and interest at various conversion rates. The Company also issued 329,000,000 shares of common stock for services, and 50,000,000 shares to its wholly owned subsidiary Omega Capital Street in anticipation of mergers and acquisitions. | |
On April 6, 2015, Omega Commercial Finance Corporation (the “Company”), (OTCPINK: OCFN) announced the appointment of Todd C. Buxton as Chief Executive Officer. The appointment is effective April 6, 2015. A copy of the press release relating to this Item 5.02 is furnished as Exhibit 99.1 on Form 8-K, filed with the SEC on April 6, 2015 and incorporated herein by reference. A copy of the employment agreement for Mr. Buxton is attached as Exhibit 22.2 to this filing | |
On April 26, 2015 Omega Commercial Finance Corp. (“Omega”), entered into a definitive strategic alliance agreement (the “Agreement”) with Rene Gomes De Sousa., (“SOUSA”), pursuant to which the parties agreed to form a strategic alliance to be known as Omega CRE Investments LLC (the “Strategic Alliance”). | |
The Strategic Alliance intends to specialize in owning institutional quality commercial real estate core/core plus, as well as other value-added and opportunistic real estate assets. Under the Agreement SOUSA is required to contribute free and clear rural land that encompasses 33,318 acres valued at $88,062,555, based on a March 15, 2014 valuation, that is located in the Boca do Acre a municipality in the State of Amazonas, Brazil (the “Property”). | |
The Strategic Alliance, which will be a limited liability company, will be governed by the terms of an operating agreement (the “Operating Agreement”) to be entered into between the parties. The Operating Agreement will provide, among other matters, for (i) each party to have a fifty percent (50%) equity interest in the Strategic Alliance, (ii) profits and losses to be allocated forty percent (40%) to Omega and sixty percent (60%) to SOUSA and (iii) the Strategic Alliance to be managed by Eran Danino, Chief Executive Officer of our principal operating subsidiary. | |
Consummation of the Strategic Alliance and acquisition by it of the Property, which is anticipated to occur on or before June 28, 2015, is subject to the fulfillment of various closing conditions. | |
The foregoing summary of the Agreement is qualified in its entirety by the agreement attached as Exhibit 10.1on Form 8-K, filed with the SEC on April 26, 2015, and Form 8-K/A, filed with the SEC on April 28, 2015, and incorporated herein by reference. | |
Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements. | |
Accounting_Policies_Policies
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Business organization |
Omega Commercial Finance Corporation (formerly known as DOL Resources, Inc.) (the “Company”) is a commercial real estate financing company that also provides asset backed lending services located in the Miami, Florida area. The Company was incorporated in the State of Wyoming on November 6, 1973. Since the Reorganization in September 2007, the Company’s business operations, through various subsidiaries, have been directed primarily on offering financing to the real estate markets in the United States. The Company provides financial consulting services for short and medium term loans to borrowers primarily consisting of commercial real estate developers and speculators, business owners, landlords, and owners of core and non-core assets. The Company focus on various alternative commercial real estate financings with an emphasis on loans secured by commercial real estate and also on financing non-core assets, including ground up developments, as well as core assets, including office buildings, multi-family residences, shopping centers, and luxury residential estates. The loans consist of senior debt loans, mezzanine or subordinated loans, preferred equity, and other equity participation financing structures. The Company’s operations are based primarily in Miami Beach, Florida. | |
The Company’s wholly owned subsidiaries include the following: | |
CCRE (“CCRE”), a Florida limited liability company providing second- and third-tier real estate funding as well as partnering in development ventures. | |
Omega Capital Street LLC- a Nevada limited liability company which focuses on commercial mortgage-backed securities and by originating CMBS-style loans with proven and standard securitization underwriting criteria. | |
Omega CRE Group LLC – a Nevada limited liability company which focuses primarily on originating, investing in, acquiring and managing senior or mezzanine performing commercial real estate mortgage loans. | |
Omega Factoring LLC- an Ohio limited liability company focused on products to assist small to medium sized business owners with resolving their short-term working capital needs. | |
Omega Venture Capital LLC- an Ohio limited liability company focused on raising, providing and investing venture capital into cutting edge technologies and businesses. | |
Basis of Presentation | |
The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principal in the United States of America (“USGAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. Certain reclassifications to amounts reported in the December 31, 2012 consolidated financial statements have been made to conform to the December 31, 2013 presentation. All material inter-company balances and transactions have been eliminated. | |
Management's Use of Estimates | Management’s Use of Estimates |
The preparation of financial statements in conformity with accounting principal generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Stock-Based Compensation | Stock-Based Compensation |
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | |
The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. | |
On July 2, 2014, FINRA approved a one for twenty thousand (1:20,000) stock split. All shares have been restated to their post-split values for comparative purposes. | |
Deferred Taxes | Deferred Taxes |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
Revenue Recognition | Revenue Recognition |
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | |
• persuasive evidence of an arrangement exists, | |
• the services have been rendered and all required milestones achieved, | |
• the sales price is fixed or determinable, and | |
• collectability is reasonably assured. | |
Income (Loss) Per Share | Income (Loss) Per Share |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Convertible debentures and preferred stock conversions are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. | |
Trading Securities | Trading Securities |
Trading securities was comprised of shares of common stock we received in converting a promissory note we purchased at a discount. The carrying value of the investment is the market price of the shares at December 31, 2014. Any unrealized gain or loss are recorded under other income/(expense) in the accompanying consolidated statements of operations. We held no trading securities at December 31, 2013. | |
Risk and Uncertanties | Risk and Uncertainties |
The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |
Commitments and Contingencies | Commitments and Contingencies |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Related Party Transactions | Related Party Transactions |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include: | |
a. affiliates of the Company; | |
b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10-15, to be accounted for by the equity method by the investing entity; | |
c. trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; | |
d. principal owners of the Company; | |
e. management of the Company; | |
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and | |
g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: | |
a. the nature of the relationship(s) involved; | |
b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; | |
c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and | |
d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Fair Value of Financial Instruments | Fair value of financial instruments |
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. | |
Our financial instruments include cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, convertible debentures payable, debt issuance cost and derivative liabilities. | |
The carrying values of the Company’s cash, other receivable, accounts payable and accrued liabilities, customer deposits, judgment payable, and debt issuance cost approximate their fair value due to their short-term nature. | |
The Company’s convertible debentures payable are measured at amortized cost. | |
The derivative liabilities are stated at their fair value as a level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 3 for the Company’s assumptions used in determining the fair value of these financial instruments. | |
Convertible Debentures Payable | Convertible debentures payable |
The Company accounts for convertible debentures payable in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging, since the conversion feature is not indexed to the Company’s stock and can’t be classified in equity. The Company allocates the proceeds received from convertible debentures payable between the liability component and conversion feature component. The conversion feature that is considered embedded derivative liabilities has been recorded at their fair value as its fair value can be separated from the convertible debentures and its conversion is independent of the underlying debentures value. The Company has also recorded the resulting discount on debentures related to the conversion feature and is amortizing the discount using the effective interest rate method over the life of the debt instruments. | |
Derivative Liabilities | Derivative liabilities |
The Company accounts for derivative liabilities in accordance with the FASB Accounting Standards Codification No. 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires companies to recognize all derivative liabilities in the balance sheet at fair value, and marks it to market at each reporting date with the resulting gains or losses shown in the Statement of Operations. | |
Derivative Financial Instruments | |
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, 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 as charges or credits to income. | |
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. | |
Debt Issue Costs and Debt Discount and Original Issue Discount | Debt Issue Costs and Debt Discount |
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |
Original Issue Discount | |
For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | |
Extinguishments of Liabilities | Extinguishments of Liabilities |
The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. | |
Uncertain Tax Positions | Uncertain Tax Positions |
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2014 and 2013. | |
Recently issued accounting pronouncements: | Recently issued accounting pronouncements: |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Furniture_Fixtures_and_Equipme1
Furniture, Fixtures and Equipment (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Property Plant and Equipment | ||||||
2014 | 2013 | |||||
Office Equipment | $ | 23,796 | $ | 1,019 | ||
Furniture and Fixtures | 27,831 | |||||
Total | 51,627 | 1,019 | ||||
Less: Accumulated Depreciation | -9,141 | -597 | ||||
Property and Equipment – net | $ | 42,486 | $ | 422 |
Other_Assets_Tables
Other Assets (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
OTHER ASSETS | |||
Schedule of Other Assets | |||
Investment in VeriTrek, Inc. (15%) | $ | 20,802 | |
Investment in AmericaVest (10%) | $ | -0- |
Convertible_Debentures_Tables
Convertible Debentures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Schedule of Debt | 2014 | 2013 | |||||||||||
Beginning balance | $ | 220,089 | $ | - | |||||||||
Convertible notes - newly issued | 337,056 | 216,056 | |||||||||||
Accrued interest reclassified as principal | 28,847 | - | |||||||||||
Accounts payable reclassified as convertible liabilities | 65,085 | - | |||||||||||
Accrued interest payable | 41,139 | 4,036 | |||||||||||
Conversion of convertible notes and accrued interest | -234,876 | - | |||||||||||
Discount | -76,698 | -146,353 | |||||||||||
Convertible notes payable, net | $ | 380,642 | $ | 73,739 | |||||||||
2014 | 2013 | ||||||||||||
Beginning balance | $ | 146,353 | $ | - | |||||||||
Discount – newly issued | 402,140 | 72,611 | |||||||||||
Amortization of debt discount | -471,795 | -73,739 | |||||||||||
Totals | $ | 76,698 | $ | 146,353 | |||||||||
Debt issuance costs - net - December 31,2012 | $ | — | |||||||||||
Debt issuance costs | 13,056 | ||||||||||||
Accumulated amortization | -4,025 | ||||||||||||
Debt issuance costs - net - December 31,2013 | 9,031 | ||||||||||||
Debt issuance cost additions | 54,481 | ||||||||||||
Accumulated amortization | -47,222 | ||||||||||||
Debt issuance costs - net - December 31,2014 | $ | 16,290 | |||||||||||
Convertible Notes | LG 213 Convertible Notes | ||||||||||||
Date of Issuance | Amount | ||||||||||||
28-Jun-13 | $ | 21,500 | |||||||||||
14-Aug-13 | 16,000 | ||||||||||||
23-Aug-13 | 51,000 | ||||||||||||
25-Sep-13 | 21,000 | ||||||||||||
23-Oct-13 | 51,000 | ||||||||||||
Total | $ | 160,500 | |||||||||||
Iconic Convertible Note | |||||||||||||
Date of Issuance | Amount | ||||||||||||
1-Jan-14 | $ | 33,000 | |||||||||||
Tonaquint Convertible Notes and Warrants | |||||||||||||
Date of Issuance | Amount | ||||||||||||
March 11, 2014 – stock | $ | 58,000 | |||||||||||
March 11, 2014 – warrants | $ | 139,000 | |||||||||||
Macallan Convertible Note | |||||||||||||
Date of Issuance | Amount | ||||||||||||
26-Mar-14 | $ | 88,000 | |||||||||||
Auctus Convertible Note | |||||||||||||
Date of Issuance | Amount | ||||||||||||
29-Apr-14 | $ | 35,000 | |||||||||||
Adar Bays Convertible Note | |||||||||||||
Date of Issuance | Amount | ||||||||||||
30-Apr-14 | $ | 35,000 | |||||||||||
IBC Convertible Debt Settlement | |||||||||||||
Date of Issuance | Amount | ||||||||||||
16-Oct-14 | $ | 65,085 | |||||||||||
Beaufort Convertible Note | |||||||||||||
Date of Issuance | Amount | ||||||||||||
April 29, 2014 (Auctus assignment) | $ | 57,180 | |||||||||||
4-Nov-14 | $ | 32,500 | |||||||||||
Total | $ | 89,680 | |||||||||||
JMJ Convertible Notes | |||||||||||||
Date of Issuance | Amount | ||||||||||||
11-Dec-13 | 55,556 | ||||||||||||
24-Jun-14 | 55,556 | ||||||||||||
Total | $ | 111,112 | |||||||||||
Convertible | Gross | Net | Debt | Amortization of | |||||||||
Debentures: | Proceeds | Proceeds | Issuance | Debt Issuance | |||||||||
Date of Issuance | from | from | Costs from | Costs at | |||||||||
Convertible | Convertible | Convertible | December 31, | ||||||||||
Debentures | Debentures | Debentures | 2014 and 2013 | ||||||||||
28-Jun-13 | $ | 21,500 | $ | 18,000 | $ | 3,500 | $ | 3,500 | |||||
14-Aug-13 | 16,000 | 15,000 | 1,000 | 1,000 | |||||||||
23-Aug-13 | 51,000 | 50,000 | 1,000 | 1,000 | |||||||||
25-Sep-13 | 21,000 | 20,000 | 1,000 | 1,000 | |||||||||
23-Oct-13 | 51,000 | 50,000 | 1,000 | 1,000 | |||||||||
11-Dec-13 | 55,556 | 50,000 | 5,556 | 5,556 | |||||||||
1-Jan-14 | 33,000 | 28,500 | 4,500 | 4,500 | |||||||||
11-Mar-14 | 58,000 | 46,000 | 12,000 | 9,670 | |||||||||
26-Mar-14 | 88,000 | 80,000 | 8,000 | 7,294 | |||||||||
29-Apr-14 | 35,000 | 25,075 | 9,925 | 6,222 | |||||||||
30-Apr-14 | 35,000 | 30,000 | 5,000 | 6,617 | |||||||||
24-Jun-14 | 55,556 | 47,500 | 8,056 | 1,389 | |||||||||
4-Nov-14 | 32,500 | 25,000 | 7,500 | 2,500 | |||||||||
Total | $ | 553,112 | $ | 489,075 | $ | 65,537 | $ | 54,248 | |||||
Schedule of Fair Value of Convertible Notes | 2014 | 2013 | |||||||||||
Beginning balance | $ | 464,993 | $ | - | |||||||||
Derivative liabilities – newly issued convertible notes and warrants | 1,504,910 | 843,168 | |||||||||||
Reclassification of derivative liabilities to additional paid in capital related to debentures converted to common stock | -766,704 | - | |||||||||||
Fair value mark to market adjustment – convertible debt | 645,100 | -378,175 | |||||||||||
Totals | $ | 1,848,299 | $ | 464,993 | |||||||||
Issuance Date | Term | Assumed | Market Price on | Volatility | Interest Rate | ||||||||
Conversion | Issue Date | Percentage | |||||||||||
Price | |||||||||||||
8/23/13-11/4/14 | 9 months-2 years | 0.00556-175.00 | 0.0062-398.00 | 429%-895% | 0.13-0.49% | ||||||||
Fair Value | Term | Assumed | Volatility | Interest Rate | |||||||||
Conversion | Percentage | ||||||||||||
Price | |||||||||||||
$1,848,299 | variable | $0.0012-0.0018 | variable | 0.01%-0.67% | |||||||||
Commitment | Remeasurement | ||||||||||||
Date | Date | ||||||||||||
Expected dividends | 0% | 0% | |||||||||||
Expected volatility | various | various | |||||||||||
Expected term | 9 months-2 years | 0.01 - 1 year | |||||||||||
Risk free interest rate | 0.01% - .3% | .01-.04% |
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity [Abstract] | ||||||||
Schedule of Offering Overview | Offering Overview | |||||||
Assumptions | Per Unit | Total Structure | Investment | |||||
Number of | Preferred Price | Price P/Unit | Total Units | Total Unit | ||||
Investors | Per Share | Purchase | ||||||
9 | $149.04 | $45,156.85 | 900 | $40,642,069 | ||||
Preferred | Common | Preferred | Total Preferred | Total Warrant | ||||
Series | Price Per | Shares P/Unit | Shares | Exercise | ||||
Share | ||||||||
A | $1.49 | 303 | 272,700 | $144,062,663 | ||||
Breakouts | Avg. Warrant | Converted | Converted | Investors Equity % | ||||
Price | Common P/Unit | Common Shares | ||||||
36 | $1.42 | 30,300 | 27,270,000 | 40.12% | ||||
Conversion | Common to | Warrants | Total Warrants | Investor Equity | ||||
Rate | Register2 | P/Unit1 | W/Warrants %3 | |||||
100 | 10,350,000 | 112,509 | 101,258,100 | 47.52% | ||||
Schedule of Fair Value Assumptions | Issuance | Dividend | Fair | Term | Assumed | Market | Volatility | Federal |
Date | Yield | Value | Conversion | Price on | Percentage | 5 year | ||
Price | Issue Date | Risk-free | ||||||
Interest | ||||||||
Rate | ||||||||
3/8/13 | 0% | 4,500,950 | 5 years | $0.12 | $0.18 | 729% | 0.75% | |
Schedule of Share-Based Compensation Stock Options and Warrants | Exercise Price per Share | Shares Under | Remaining | |||||
Option/warrant | Life in Years | |||||||
Outstanding | ||||||||
$0.40 | 13 | 1 | ||||||
$0.5000 - $7,3927 | 5,063 | |||||||
Exercisable | ||||||||
$0.40 or 110% lowest daily VWAP 30 (Bloomberg) 30 trading days preceding the sale | 0 | 4 | ||||||
$0.40 | 13 | 1 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Supplemental Cash Flow Elements [Abstract] | ||||||
Schedule of Cash Flow Supplemental Information | 2014 | 2013 | ||||
Income Taxes | $ | -- | $ | -- | ||
Interest Paid | $ | -- | $ | 2,063 | ||
Interest Paid by stock issuance | 70,053 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Income Tax Disclosure [Abstract] | ||||||
Schedule of Deferred Tax Assets | 2014 | 2013 | ||||
Net operating loss carry forwards | $ | 865,706,796 | $ | 3,189,339 | ||
Valuation allowance | -865,706,796 | -3,189,339 | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||
Schedule of Effective Income Tax Rate Reconciliation | 2013 | 2012 | ||||
Income tax computed at the federal statutory rate | 34% | 34% | ||||
Valuation allowance | -34% | -34% | ||||
Total deferred tax asset | 0% | 0% |
Lease_Commitments_and_Related_1
Lease Commitments and Related Party Transactions (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Leases, Operating [Abstract] | ||
Schedule of Future Minimum Sublease Payments | 2015 | $177,358 |
2016 | $183,580 | |
2017 | $190,007 | |
2018 | $196,670 | |
2019 | $203,564 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-Based Compensation | ||
Compensation expense | $2,400,250,000 | $0 |
Fair value of stock issued for services provided | 94,306,162 | 1,406,600 |
Warrants issued | 0 | 249,995 |
Option to purchase warrants | 0 | 5,063 |
Commissions paid in exchange for Series D Convertible Preferred Shares | $0 | $500,000 |
Warrants outstanding | 5,063 | |
Stock options outstanding | 1,283 | |
Income (Loss) Per Share | ||
Antidilutive shares | 127,149,095 | |
Stock Option | ||
Income (Loss) Per Share | ||
Antidilutive shares | 1,283 | |
Warrants | ||
Income (Loss) Per Share | ||
Antidilutive shares | 5,076 |
Other_Receivable_Details_Narra
Other Receivable (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | ||
Other receivable, description | On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the "First Closing") and (2) $525,000 in cash (the "Deferred Cash Payment") plus 1,000,000 shares of the Company's common stock to acquire the remaining 83% of VFG common stock (the "Second Closing"). The First Closing and initial $130,000 was paid upon VFG's filing of a Form BD with the Financial Industries Regulatory Authority ("FINRA") and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD, however VFG withdrew itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The companies dissolved their agreement. VFG cancelled their share issuances representing a 17% non-controlling minority ownership to the Company and agreed to refund $110,000 cash to the Company. This was received in February, 2014. | |
Refund of cancelled acquisition | $110,000 |
Furniture_Fixtures_and_Equipme2
Furniture, Fixtures and Equipment - Property Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Furniture, Fixtures and Equipment | $51,627 | $1,019 |
Less: Accumulated Depreciation | -9,141 | -597 |
Property and Equipment, net | 42,486 | 422 |
Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, Fixtures and Equipment | 23,796 | 1,019 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, Fixtures and Equipment | $27,831 | $0 |
Trading_Securities_Details_Nar
Trading Securities (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Abstract] | ||
Money market accounts | $16,735 | $818 |
Margin accounts | 107 | 0 |
Cash | $179,036 | $28,401 |
Other_Assets_Schedule_of_Other
Other Assets - Schedule of Other Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
VeriTrek Inc. | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $20,802 | $20,802 |
Percent ownership in equity method investments | 15.00% | 15.00% |
America Vest CRE Mortgage Funding Trust Incorporated | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $0 | $0 |
Percent ownership in equity method investments | 10.00% | 10.00% |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | $125,770 | $39,293 |
Convertible_Debt_Schedule_of_D
Convertible Debt - Schedule of Debt (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | |||
Convertible debt balance, beginning period | $73,739 | $0 | |
Convertible notes, newly issued | 337,056 | 216,056 | |
Accrued interest reclassified as principal | 28,847 | 0 | |
Accounts payable reclassified as convertible liabilities | 65,085 | 0 | |
Accrued interest payable | 41,139 | 4,036 | |
Conversion of convertible notes and accrued interest | -234,876 | 0 | |
Discount | -76,698 | -146,353 | |
Convertible debt balance, end of perod | 380,642 | 73,739 | 0 |
Debt issuance costs, gross | 54,481 | 13,056 | |
Debt issuance costs, accumulated amortization | -47,222 | -4,025 | |
Debt issuance costs, net | $16,290 | $9,031 | $0 |
Convertible_Debentures_Convert
Convertible Debentures - Convertible Debt (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, gross | $430,401 | |
Proceeds from convertible debt, net | 489,075 | |
Debt issuance costs | -7,119 | -9,031 |
Amortization of debt issuance costs | 54,248 | |
Convertible Notes Payable | JMJ | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, gross | 55,556 | 55,556 |
Proceeds from convertible debt, net | 47,500 | 50,000 |
Debt issuance costs | 8,056 | 5,556 |
Convertible Notes Payable | JMJ | Issuance Date - June 28, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 28-Jun-13 | |
Proceeds from convertible debt, gross | 21,500 | |
Proceeds from convertible debt, net | 18,000 | |
Debt issuance costs | 3,500 | |
Amortization of debt issuance costs | 2,412 | |
Convertible Notes Payable | JMJ | Issuance Date - August 14, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 14-Aug-13 | |
Proceeds from convertible debt, gross | 16,000 | |
Proceeds from convertible debt, net | 15,000 | |
Debt issuance costs | 1,000 | |
Amortization of debt issuance costs | 515 | |
Convertible Notes Payable | JMJ | Issuance Date - August 23, 2013 - November 4, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 23-Aug-13 | |
Proceeds from convertible debt, gross | 51,000 | |
Proceeds from convertible debt, net | 50,000 | |
Debt issuance costs | 1,000 | |
Amortization of debt issuance costs | 482 | |
Convertible Notes Payable | JMJ | Issuance Date - September 25, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 25-Sep-13 | |
Proceeds from convertible debt, gross | 21,000 | |
Proceeds from convertible debt, net | 20,000 | |
Debt issuance costs | 1,000 | |
Amortization of debt issuance costs | 360 | |
Convertible Notes Payable | JMJ | Issuance Date - October 23, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 23-Oct-13 | |
Proceeds from convertible debt, gross | 51,000 | |
Proceeds from convertible debt, net | 50,000 | |
Debt issuance costs | 1,000 | |
Amortization of debt issuance costs | 256 | |
Convertible Notes Payable | JMJ | Issuance Date - December 11, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 11-Dec-13 | |
Convertible promissory notes, issuances | 55,556 | |
Proceeds from convertible debt, gross | 55,556 | |
Proceeds from convertible debt, net | 50,000 | |
Debt issuance costs | 5,556 | |
Convertible Notes Payable | JMJ | Issuance Date - January 1, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 1-Jan-14 | |
Proceeds from convertible debt, gross | 33,000 | |
Proceeds from convertible debt, net | 28,500 | |
Debt issuance costs | 4,500 | |
Amortization of debt issuance costs | 4,500 | |
Convertible Notes Payable | JMJ | Issuance Date - March 11, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 11-Mar-14 | |
Proceeds from convertible debt, gross | 58,000 | |
Proceeds from convertible debt, net | 46,000 | |
Debt issuance costs | 12,000 | |
Amortization of debt issuance costs | 9,670 | |
Convertible Notes Payable | JMJ | Issuance Date - March 26, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 26-Mar-14 | |
Proceeds from convertible debt, gross | 88,000 | |
Proceeds from convertible debt, net | 80,000 | |
Debt issuance costs | 8,000 | |
Amortization of debt issuance costs | 7,294 | |
Convertible Notes Payable | JMJ | Issuance Date - April 29, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 29-Apr-14 | |
Proceeds from convertible debt, gross | 30,000 | |
Proceeds from convertible debt, net | 25,075 | |
Debt issuance costs | 9,925 | |
Amortization of debt issuance costs | 6,222 | |
Convertible Notes Payable | JMJ | Issuance Date - April 30, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 30-Apr-14 | |
Proceeds from convertible debt, gross | 35,000 | |
Proceeds from convertible debt, net | 30,000 | |
Debt issuance costs | 5,000 | |
Amortization of debt issuance costs | 6,617 | |
Convertible Notes Payable | JMJ | Issuance Date - June 24, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 24-Jun-14 | |
Convertible promissory notes, issuances | 55,556 | |
Proceeds from convertible debt, gross | 55,556 | |
Proceeds from convertible debt, net | 47,500 | |
Debt issuance costs | 8,056 | |
Amortization of debt issuance costs | 1,389 | |
Convertible Notes Payable | JMJ | Issuance Date - November 4, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 4-Nov-14 | |
Proceeds from convertible debt, gross | 32,500 | |
Proceeds from convertible debt, net | 25,000 | |
Debt issuance costs | 7,500 | |
Amortization of debt issuance costs | 2,500 | |
Convertible Notes Payable | LG | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, gross | 160,500 | |
Proceeds from convertible debt, net | 153,000 | |
Debt issuance costs | 7,500 | 4,025 |
Convertible Notes Payable | LG | Issuance Date - June 28, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 28-Jun-13 | |
Convertible promissory notes, issuances | 21,500 | |
Convertible Notes Payable | LG | Issuance Date - August 14, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 14-Aug-13 | |
Convertible promissory notes, issuances | 16,000 | |
Convertible Notes Payable | LG | Issuance Date - August 23, 2013 - November 4, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 23-Aug-13 | |
Convertible promissory notes, issuances | 51,000 | |
Convertible Notes Payable | LG | Issuance Date - September 25, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 25-Sep-13 | |
Convertible promissory notes, issuances | 21,000 | |
Convertible Notes Payable | LG | Issuance Date - October 23, 2013 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 23-Oct-13 | |
Convertible promissory notes, issuances | 51,000 | |
Convertible Notes Payable | ICONIC | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 28,500 | |
Debt issuance costs | 7,500 | 0 |
Convertible Notes Payable | ICONIC | Issuance Date - January 1, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 1-Jan-14 | |
Convertible promissory notes, issuances | 33,000 | |
Convertible Notes Payable | Tonaquint | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 46,000 | |
Debt issuance costs | 9,690 | |
Convertible Notes Payable | Tonaquint | Issuance Date - March 11, 2014 | Common Stock | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 11-Mar-14 | |
Convertible promissory notes, issuances | 58,000 | |
Convertible Notes Payable | Tonaquint | Issuance Date - March 11, 2014 | Warrants | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 11-Mar-14 | |
Convertible promissory notes, issuances | 139,000 | |
Convertible Notes Payable | Macallan | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 80,000 | |
Debt issuance costs | 7,294 | |
Convertible Notes Payable | Macallan | Issuance Date - March 26, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 26-Mar-14 | |
Convertible promissory notes, issuances | 88,000 | |
Convertible Notes Payable | Auctus | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 22,180 | |
Convertible Notes Payable | Auctus | Issuance Date - April 29, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 29-Apr-14 | |
Convertible promissory notes, issuances | 35,000 | |
Convertible Notes Payable | Adar Bays | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 30,000 | |
Debt issuance costs | 6,617 | |
Convertible Notes Payable | Adar Bays | Issuance Date - April 30, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 30-Apr-14 | |
Convertible promissory notes, issuances | 35,000 | |
Convertible Notes Payable | IBC Funds LLC | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 65,085 | |
Debt issuance costs | 65,085 | |
Convertible Notes Payable | IBC Funds LLC | Issuance Date - October 16, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 16-Oct-14 | |
Convertible promissory notes, issuances | 65,085 | |
Convertible Notes Payable | Beaufort | ||
Debt Instrument [Line Items] | ||
Proceeds from convertible debt, net | 53,000 | |
Debt issuance costs | 8,722 | |
Convertible Notes Payable | Beaufort | Issuance Date - April 29, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 29-Apr-14 | |
Convertible promissory notes, issuances | 57,180 | |
Convertible Notes Payable | Beaufort | Issuance Date - November 4, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, issuance date | 4-Nov-14 | |
Convertible promissory notes, issuances | $32,500 |
Convertible_Debentures_Schedul
Convertible Debentures - Schedule of Fair Value of Convertible Notes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Convertible notes, fair value | $413,734 | |
Convertible notes, term description | Variable | |
Convertible notes, volatility description | Variable | |
Fair value at the commitment date, convertible debt | 1,969,903 | 773,792 |
Reclassification of derivative liabilities to additional paid in capital related to debentures converted to common stock | -766,704 | 0 |
Fair value mark to market adjustment, convertible debt | 645,100 | -308,799 |
Derivative liability | 1,848,299 | 464,993 |
Commitment Date | ||
Debt Instrument [Line Items] | ||
Convertible notes, volatility description | Various | |
Fair value assumptions, expected dividend rate | 0.00% | |
Remeasurement Date | ||
Debt Instrument [Line Items] | ||
Fair value assumptions, expected volatility rate | 1034.00% | |
Fair value assumptions, expected dividend rate | 0.00% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Convertible notes, conversion price | $0.01 | |
Convertible notes, market price on issue date | $0.01 | |
Fair value assumptions, expected volatility rate | 429.00% | |
Fair value assumptions, risk free interest rate | 0.13% | |
Minimum | Commitment Date | ||
Debt Instrument [Line Items] | ||
Fair value assumptions, risk free interest rate | 0.01% | |
Fair value assumptions, expected term | 9 months | |
Minimum | Remeasurement Date | ||
Debt Instrument [Line Items] | ||
Fair value assumptions, risk free interest rate | 0.01% | |
Fair value assumptions, expected term | 11 months | |
Maximum | ||
Debt Instrument [Line Items] | ||
Convertible notes, conversion price | $175 | |
Convertible notes, market price on issue date | $398 | |
Fair value assumptions, expected volatility rate | 895.00% | |
Fair value assumptions, risk free interest rate | 0.49% | |
Maximum | Commitment Date | ||
Debt Instrument [Line Items] | ||
Fair value assumptions, risk free interest rate | 0.30% | |
Fair value assumptions, expected term | 2 years | |
Maximum | Remeasurement Date | ||
Debt Instrument [Line Items] | ||
Fair value assumptions, risk free interest rate | 0.04% | |
Fair value assumptions, expected term | 3 years 11 months | |
Convertible Notes Payable | Issuance Date - August 23, 2013 - November 4, 2014 | ||
Debt Instrument [Line Items] | ||
Convertible notes, fair value | $1,848,299 | |
Convertible notes, term | 9 months | |
Fair value assumptions, risk free interest rate | 0.39% |
Convertible_Debentures_Details
Convertible Debentures (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | $430,401 | ||
Proceeds from convertible debt, net | 489,075 | ||
Debt issuance costs | -7,119 | -9,031 | |
Debt discount | 402,141 | ||
Loss on valuation of derivative liabilities | 1,102,767 | ||
Derivative liability | 1,504,908 | 464,993 | |
Accrued interest converted into common stock | 70,053 | ||
Stock issued conversion of debt | 51,051,646 | ||
Stock issued conversion of debt, value | 234,877 | ||
Increase (Decrease) in derivative liability | 645,100 | -378,175 | |
Amortization of debt issuance costs | 54,248 | ||
Amortization of derivative discount | 457,906 | 69,703 | |
Convertible Notes Payable | LG | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | 160,500 | ||
Proceeds from convertible debt, net | 153,000 | ||
Debt issuance costs | 7,500 | 4,025 | |
Debt discount | 160,500 | ||
Loss on valuation of derivative liabilities | 516,383 | ||
Derivative liability | 676,883 | ||
Stock issued conversion of debt | 11,751,462 | [1] | |
Stock issued conversion of debt, value | 66,212 | ||
Increase (Decrease) in derivative liability | 308,799 | ||
Legal fees | 7,500 | ||
Convertible Notes Payable | ICONIC | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 28,500 | ||
Convertible debt, conversion terms | The Convertible Notes mature on its nine month anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The debentures are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 55% of the lowest trading price per share of the CompanyBs common stock for the fifteen (15) trading days prior to conversion. The Convertible Notes bears interest at ten percent (10%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | ||
Debt issuance costs | 7,500 | 0 | |
Debt discount | 33,000 | ||
Loss on valuation of derivative liabilities | 62,510 | ||
Derivative liability | 95,510 | ||
Stock issued conversion of debt | 1,517,184 | [2] | |
Stock issued conversion of debt, value | 20,595 | ||
Increase (Decrease) in derivative liability | 73,570 | ||
Legal fees | 4,500 | ||
Convertible Notes Payable | Tonaquint | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 46,000 | ||
Convertible debt, conversion terms | The Convertible Notes mature on its twelve month anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Notes are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 55% of the lowest trading price per share of the CompanyBs common stock for the twenty five (25) trading days immediately preceding the request for conversion. The Convertible Notes bears interest at ten percent (10%) per annum, payable in cash or shares of our common stock at the Conversion Price. | ||
Debt issuance costs | 9,690 | ||
Debt discount | 58,000 | ||
Loss on valuation of derivative liabilities | 174,644 | ||
Derivative liability | 521,149 | ||
Stock issued conversion of debt | 5,735,778 | [3] | |
Stock issued conversion of debt, value | 33,015 | ||
Increase (Decrease) in derivative liability | 226,178 | ||
Legal fees | 12,000 | ||
Convertible Notes Payable | Macallan | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 80,000 | ||
Convertible debt, conversion terms | The Convertible Notes mature on its nine month anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 45% of the lowest trading price per share of the CompanyBs common stock for the fifteen (15) trading days immediately prior to conversion. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Convertible Notes bears interest at ten percent (10%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | ||
Debt issuance costs | 7,294 | ||
Debt discount | 88,000 | ||
Loss on valuation of derivative liabilities | 147,247 | ||
Derivative liability | 235,247 | ||
Stock issued conversion of debt | 392,157 | ||
Stock issued conversion of debt, value | 10,000 | ||
Conversion price per share | $0.03 | ||
Litigation, damages sought | Seeking damages of not less than $177,000 as of the date of Complaint with additional damages increasing principal to accrue at $2,000 per day and a default interest rate of 18%. | ||
Legal fees | 8,000 | ||
Convertible Notes Payable | Auctus | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 22,180 | ||
Convertible debt, conversion terms | The Convertible Notes mature on its twelve month anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 55% of the average of the lowest two trading prices per share of the CompanyBs common stock for the twenty five (25) trading days immediately preceding the date the request for conversion is received. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | ||
Default of convertible note | 22,180 | ||
Convertible Notes Payable | Adar Bays | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 30,000 | ||
Convertible debt, conversion terms | The Convertible Notes mature on its twelve month anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Notes are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 60% of the lowest trading price per share of the CompanyBs common stock for the ten (10) trading days immediately preceding the date of conversion.. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the CY Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | ||
Debt issuance costs | 6,617 | ||
Debt discount | 35,000 | ||
Loss on valuation of derivative liabilities | 65,243 | ||
Derivative liability | 100,243 | ||
Increase (Decrease) in derivative liability | 22,488 | ||
Legal fees | 9,925 | ||
Convertible Notes Payable | IBC Funds LLC | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 65,085 | ||
Convertible debt, conversion terms | The debt is convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the CompanyBs common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company | ||
Debt issuance costs | 65,085 | ||
Debt discount | 65,085 | ||
Loss on valuation of derivative liabilities | 212,663 | ||
Derivative liability | 277,748 | ||
Stock issued conversion of debt | 13,070,000 | [4] | |
Stock issued conversion of debt, value | 24,772 | ||
Increase (Decrease) in derivative liability | 134,452 | ||
Convertible Notes Payable | Beaufort | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt, net | 53,000 | ||
Convertible debt, conversion terms | The Convertible Notes mature on its nine month anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the CompanyBs common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | ||
Debt issuance costs | 8,722 | ||
Debt discount | 67,500 | ||
Loss on valuation of derivative liabilities | 111,062 | ||
Derivative liability | 178,562 | ||
Stock issued conversion of debt | 13,527,777 | [5] | |
Stock issued conversion of debt, value | 18,060 | ||
Increase (Decrease) in derivative liability | 126,839 | ||
Legal fees | 14,500 | ||
Notes assumed | 57,180 | ||
Convertible Notes Payable | JMJ | |||
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | 55,556 | 55,556 | |
Proceeds from convertible debt, net | 47,500 | 50,000 | |
Convertible debt, conversion terms | The Convertible Notes mature on its 2 year anniversary (the BMaturity DateB), unless prepayment of any of the Convertible Notes is required in certain events, as called for in the agreement. The Convertible Notes are convertible at a conversion price (the BConversion PriceB) for each share of common stock equal to 50% of the average of the lowest two trading prices per share of the CompanyBs common stock for the ten (10) trading days immediately preceding the date the request for conversion is faxed to the Company. In addition, the Convertible Notes provide for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Convertible Notes bears interest at eight percent (8%) per annum, payable in cash or shares of our common stock at the Conversion Price. The notes may be prepaid with 150% interest or on day 91, there is a one time 12% interest fee. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the Company is required to pay interest to the Holder of each outstanding note at twenty-two percent (22%) per annum and the Holders may at their option declare the Convertible Notes, together with all accrued and unpaid interest, to be immediately due and payable. Further terms call for the Company to maintain shares reserved for issuance as stated in the Convertible Note. | ||
Convertible notes, term | 2 years | ||
Convertible notes, maturity date | 10-Dec-15 | ||
Debt issuance costs | 8,056 | 5,556 | |
Debt discount | 55,556 | 55,556 | |
Loss on valuation of derivative liabilities | 40,893 | 41,353 | |
Derivative liability | 96,449 | 96,909 | |
Stock issued conversion of debt | 5,057,422 | [6] | |
Stock issued conversion of debt, value | 62,222 | ||
Increase (Decrease) in derivative liability | $81,354 | ||
[1] | Represents multiple conversions during the period and conversion price ranges from $.00036 to $105 per share. | ||
[2] | Represents multiple conversions during the period and conversion price ranges from $.00484 to $53. | ||
[3] | Represents multiple conversions during the period and conversion price ranges from $.00505 to $.7450. | ||
[4] | Conversion price of $.0255. | ||
[5] | Represents multiple conversions during the period and conversion price ranges from $.00013 to $.005. | ||
[6] | Represents multiple conversions during the period and conversion price ranges from $.00013 to $17.50. |
Customer_Deposits_Details_Narr
Customer Deposits (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Other Liabilities Disclosure [Abstract] | ||
Customer deposits | $69,180 | $9,540 |
Stockholders_Equity_Deficit_Of
Stockholders' Equity (Deficit) - Offering Overview (Details) (Offering Overview, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Number | |
Offering Overview | |
Number of investors | 9 |
Preferred price per share | $149.04 |
Price per unit | 45,156.85 |
Total units | 900 |
Total unit purchase | $40,642,069 |
Preferred series | A |
Common price per share | $1.49 |
Preferred shares per unit | 303 |
Total preferred shares | 272,700 |
Total warrant exercise | $144,062,663 |
Number of breakouts | 36 |
Average warrant price | $1.42 |
Converted common per unit | 30,300 |
Converted common shares | 27,270,000 |
Investors equity percentage | 40.12% |
Conversion rate | 100 |
Common to register | 10,350,000 |
Warrants per unit | 112,509 |
Total warrants | 101,258,100 |
Investor equity with warrants percentage | 47.52% |
Stockholders_Equity_Deficit_Sc
Stockholders' Equity (Deficit) - Schedule of Fair Value Assumptions (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award Fair Value Assumptions and Methodology | |
Fair value of options, issuance date | 8-Mar-13 |
Fair value of options, dividend yield | 0.00% |
Fair value of options, fair value | $4,500,950 |
Fair value of options, expected terms | 5 years |
Fair value of options, assumed conversion price | $0.12 |
Fair value of options, market price on issue date | $0.18 |
Fair value of options, expected volatility percentage | 729.00% |
Fair value of options, federal 5 year risk-free interest rate | 0.75% |
Stockholders_Equity_Deficit_Sc1
Stockholders' Equity (Deficit) - Schedule of Share-Based Compensation Stock Options and Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stock options, outstanding | 13 |
Stock options, weighted average remaining life in years | 1 year |
Stock options, exercise price per share | $0.40 |
Warrants, outstanding | 5,063 |
Warrants, exercisable | 13 |
Warrants, exercisable, remaining life in years | 1 year |
Exercise price per share, exercisable | $0.40 |
Warrants | Minimum | |
Warrants, exercise price per share | $0.50 |
Warrants | Maximum | |
Warrants, exercise price per share | $7.39 |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants granted | 0 | 5,063 |
Stock options, outstanding | 13 | |
Warrants, outstanding | 5,063 | |
Stock issued for services, value | $2,507,021,161 | $1,413,400 |
Deferred equity offering costs | 7,508,010 | 7,508,010 |
Equity Transactions | ||
Stock options granted | 1,283 | |
Stock options, granted, expiration | 7-Mar-18 | |
Warrants granted | 1,000,000 | |
Warrant exercise price | $0.40 | |
Warrants issued | 16,283 | 5,063 |
Warrants, maturity date | 3 years | |
Stock issued for services, value | 2,504,476,345 | 920,900 |
Stock issued for services, shares | 44,935,218 | 1,082 |
Restricted shares issued, shares | 214 | 226 |
Restricted shares issued, value | 22,424 | 371,800 |
Stock issued upon conversion of debt, value | 8,521,698 | |
Stock issued upon conversion of debt, shares | 36,277,479 | |
Sale of stock, shares | 1,002,062 | 1,500 |
Sale of stock, value | 45,000 | 3,000,000 |
Stock issued in compliance with settlement agreements | 13,070,000 | |
Equity issued for acquisition, description | On September 11, 2014, the company issued 285,714 shares of common stock to AmericaVest CRE Mortgage Funding Trust Inc. (BAmericaVestB) to retire a $2,000,000 promissory in conjunction with our acquisition of 51% equity interest or 1,564,079 shares of AmericaVest stock. On October 30, 2014, the Company and AmericaVest mutually agreed to reduce our equity interest in AmericaVest to ten percent (10%) through a transfer of 641,272 shares of AmericaVest (the BContributed sharesB) back by us to AmericaVest, pending completion of required audited financials by AmericaVest, at which time we will have an irrevocable option exercisable at our sole discretion to reacquire the Contributed shares at no additional consideration. The Company reduced its ownership interest pursuant to and based upon a material event, which occurred causing the resignation of one of the AmericaVestBs Co-Founders. The Company intends to regain the 75% majority ownership as originally executed in the Definitive Share Exchange Agreement upon the Company reassessing its position upon future due diligence and deeming the transaction optimal for the both the company and its shareholders. The pricing of the acquisition was negotiated based on the CompanyBs shares being valued at @ $7.00 per share. Hence with AmericaVest requesting a purchase price of $2.7 million and with the agreed upon cost basis of $7.00 per share, the Company agreed to issue 285,714 shares per the share exchange agreement for 51% ownership stake. In October, 2014, the company agreed to issue 15,000,000 shares of common stock to the majority shareholders of VeriTrek, Inc. (BVeriTrekB) in conjunction with our acquisition of a 75% equity interest in VeriTrek. On October 30, 2014, the Company and the VeriTrek majority shareholders mutually agreed to reduce our equity interest in VeriTrek to fifteen (15%) in exchange for their return to us of 6,750,000 of the 15,000,000 shares of common stock, due to the immediate unavailability of VeriTrekBs financial statements. | |
Reverse stock split | 1 share issued for each 20,000 shares held | |
Common/Preferred stock issued to acquire assets, shares | 1,000,000 | 15 |
Common/Preferred stock issued to acquire assets, value | 412,500 | 30,000 |
Deposit forfeited | 30,000 | |
Stock issued during the period, other | 11,082,500 | 7,500 |
Deferred equity offering costs | 650,000 | |
Commitment fee | 2,357,060 | |
Proceeds from the issuance of convertible preferred stock | 400,000 | |
Convertible preferred stock issued, shares | 1,862 | |
Stock issued in share exchange agreement | 10,000,000 | |
Common stock shares reserved | 28,000,000 | |
Common stock issued upon conversion of convertible preferred stock | 2,096,736 | |
Preferred stock converted, shares | 100,000 | |
Proceeds from Series D convertible preferred stock | $500,000 | |
Series A Preferred Stock issued | 97,002 |
Income_Loss_Per_Share_Details_
Income (Loss) Per Share (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares | 127,149,095 | |
Earnings per share, basic | ($104.95) | ($37.68) |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income Taxes | $0 | $0 |
Interest Paid | 0 | 2,063 |
Interest paid by stock issuance | $70,053 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Going Concern | ||
Negative working capital | $4,543,734 | |
Retained (deficit) | ($2,546,196,458) | ($9,380,409) |
Judgments_Payable_Details_Narr
Judgments Payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | ||
Judgments payable | $2,300,948 | $2,300,948 |
Other payable | 65,000 | 0 |
Settled Litigation | Sebaco Siete, S.A. v. Omega Realty Partners, LLC, et. al. | ||
Loss Contingencies [Line Items] | ||
Litigation, settlement agreement, terms | Sebaco Siete, S.A. v. Omega Realty Partners, LLC, et. al. 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 06-11204 CA 13 FJ. A default judgment against impleader defendants in the amount of $1,564,832 was filed in 2009. | |
Litigation, settlement | 1,564,832 | |
Settled Litigation | Jorge Ramos v. Omega Capital Funding, LLC, et. al. | ||
Loss Contingencies [Line Items] | ||
Litigation, settlement agreement, terms | Jorge Ramos v. Omega Capital Funding, LLC, et. al. in the circuit court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. Case No.: 07-38288 CA 09. A final summary judgment was filed in 2009 in the amount of $85,000. | |
Litigation, settlement | 85,000 | |
Settled Litigation | Luxury Home LLC v. Omega et. al. | ||
Loss Contingencies [Line Items] | ||
Litigation, settlement agreement, terms | Luxury Home LLC v. Omega et. al. Case No.: CV2011-004554. A default judgment in the amount of $651,116 was filed in 2012 for a previous year's claim. | |
Litigation, settlement | 651,116 | |
Settled Litigation | Madison Boardwalk, LLC | ||
Loss Contingencies [Line Items] | ||
Litigation, settlement agreement, terms | On April 26, 2013 Madison Boardwalk, LLC (BMadison BoardwalkB) filed a complaint in the U.S. District Court for the Western District of Wisconsin (Case No. 13-cv-288) against Omega Commercial Finance Corp. (the BCompanyB), Jon S. Cummings, IV and Von C. Cummings. The complaint alleged that the Company breached its agreements with Madison Boardwalk to provide it with funding for a hotel it was seeking to finance and develop (the BProjectB). In response to this complaint, the Company and Jon S. Cummings IV filed a motion to dismiss the complaint due to Jurisdiction and Venue. On November 7, 2013, the Court issued an order denying the motion to dismiss, granting Madison BoardwalkBs motion for leave to file a reply and allowing Madison Boardwalk leave until November 21, 2013 to show that the individual defendants in this case are citizens of Florida. The case subsequently went to mediation and was settled during mediation in September 2014. In accordance with the settlement agreement, while admitting no culpability, we have recorded the $100,000 settlement payable as legal expenses and have made payments in accord with the stipulated schedulere therein. As of December 31, 2014, the Company has an outstanding balance of $65,000 which it intends to fulfill according to terms in the settlement agreement. | |
Litigation, settlement | 100,000 | |
Litigation, settlement, outstanding balance | 65,000 | |
Settled Litigation | IBC Funds LLC | ||
Loss Contingencies [Line Items] | ||
Litigation, settlement agreement, terms | On October 17, 2014 the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the :Court"), entered an Order Granting Approval of Settlement Agreement (the "Order") approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities"), in accordance with a Settlement Agreement (the "Settlement Agreement") between the Company and IBC Funds, LLC, a Nevada limited liability company ("IBC"), in the matter entitled IBC Funds, LLC, vs Omega Commercial Finance Corporation., Case No. 2014 CA 6009 (the "Action"). IBC commenced the Action against us to recover an aggregate of $65,085 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the "Assigned Accounts"), plus fees and costs (the "Claim"). The Assigned Accounts relate to certain legal, accounting, underwriting, and Edgar filing services cost. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding on October 31, 2014. | |
Litigation, damages sought, value | $65,085 | |
Stock issued during the period, other | 270,000 | |
Pending Litigation | Macallan Partners LLC | ||
Loss Contingencies [Line Items] | ||
Litigation, description | Macallan Partners LLC v. Omega Commercial Finance Corp., the Superior Court of the State of Delaware in and for New Castle County, C.A. No. N14C-11-186-DCS. A complaint was filed on November 21, 2014, by Macallan Partners LLC, alleging breach of obligations under the Loan Documents. The Company has responded acknowledging and denying it had breached any proportionality preservation clauses or insolvency clauses. As of December 31, 2014, the litigation is pending. Our legal counsel has indicated it is more likely than not this litigation will be dismissed. Accordingly, we have made no conditional provisions for liabilities. | |
Litigation, damages sought | Seeking damages of not less than $177,000 as of the date of Complaint with additional damages increasing principal to accrue at $2,000 per day and a default interest rate of 18%. |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ||
Related party compensation | $2,402,186,028 | $101,320 |
Cash and equivalents | $218,028 | $101,320 |
Material_Transactions_Details_
Material Transactions (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Refund of cancelled acquisition | $110,000 | ||
Series A Preferred Stock | |||
Preferred Stock, dividend rate | 4.50% | ||
Preferred Stock, par value | $5 | $5 | |
Preferred Stock, redemption terms | Redeemable after the 1st anniversary of the date of issuance for par value plus all accrued dividends, mandatory redemption on the 3rd anniversary of the date of issuance, convertible at one thousand (1,000) shares of Series A Preferred stock for five (5) shares of common stock, or 200 shares of Series A Preferred Stock for 1 share of common stock of the Company. Each share is entitled to the number of votes equal to the number of shares of common stock into which such shares of Preferred stock is then convertible. Upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each holder of these Preferred stock series shall be entitled to be paid ratably in cash or marketable securities, after payment of any amount due in respect of any senior securities and before any amount shall be paid or distributed to the junior securities shareholders, an amount per share equal to the original issues price, as adjusted for non-capital events, plus all accrued but unpaid dividends, whether or not declared, subject to automatic conversion into common stock if common stock were to receive greater distribution. | ||
Preferred Stock, shares authorized | 1,000,000 | 5,000,000 | |
Preferred Stock, shares issued | 369,000 | 271,998 | |
Preferred Stock, shares outstanding | 369,000 | 271,998 | |
Series B Preferred Stock | |||
Preferred Stock, dividend rate | 4.75% | ||
Preferred Stock, par value | $1,000 | ||
Preferred Stock, redemption terms | Redeemable after the 1st anniversary of the issuance date for par value plus any accrued and unpaid dividends, mandatory redemption on the third anniversary after issuance. Each Series B Redeemable Cumulative Preferred share shall have one (1) vote and the right to vote on all matters submitted to the common shareholders for a vote at any time at special or annual meetings of the company. The Preferred shares shall have the same rights and privileges as the common stock of the Company for liquidation. | ||
Preferred Stock, shares authorized | 500,000 | ||
Preferred Stock, shares issued | 0 | ||
Preferred Stock, shares outstanding | 0 | ||
Series C Preferred Stock | |||
Preferred Stock, par value | $5 | $5 | |
Preferred Stock, shares authorized | 500,000 | 500,000 | |
Preferred Stock, shares issued | 500,000 | 500,000 | |
Preferred Stock, shares outstanding | 500,000 | 500,000 | |
Series D Preferred Stock | |||
Preferred Stock, par value | $5 | $5 | |
Preferred Stock, conversion terms | Convertible at the higher of $1.50 or the average of the closing sales prices of the CompanyBs common stock on the five Trading days prior to the date of the conversion request. No conversion shall result in the Conversion of more than the number of shares of Series D Preferred stock, such that, upon conversion, the aggregate beneficial ownership of the CompanyBs common stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such Holder and all persons affiliated with such Holder is more than 9.99% of the CompanyBs common stock then outstanding. No redemption. In the event of any liquidation, dissolution or winding up of the Company, Series D Preferred stockholders shall be entitled to receive prior and in preference to any distribution of any of the assets of the company to junior stockholders but not prior to any holders of the Series A Preferred, Series B Preferred, Series C Preferred stock and any senior debt instruments created by the Company, which holders shall have priority to the distribution of any assets of the Company, an amount per share for each share of Preferred stock held equal to the original issue price per share for each share of Series D Preferred stock (as appropriately adjusted for any recapitalization). Each share of Series D Preferred stock shall carry one (1) vote and voted equally with the shares of common stock as a single class, with respect to all matters submitted to the holders of common stock, the number of votes determined by the shares of Series D Convertible Preferred stock held immediately after the close of business on the record date fixed for any annual or special meeting of the stockholders of the Company or on the effective date of such written consent. No fractional votes will be permitted. Fractional votes will be rounded to the nearest whole number (with one half rounded upward to one (1) vote). | ||
Preferred Stock, shares authorized | 100,000 | 500,000 | |
Preferred Stock, shares issued | 97,500 | 100,000 | |
Preferred Stock, shares outstanding | 97,500 | 100,000 | |
Series F Preferred Stock | |||
Preferred Stock, dividend rate | 9.50% | ||
Preferred Stock, par value | $100 | $100 | |
Preferred Stock, redemption terms | Redeemable after the 1st anniversary of the date of issuance for par value plus any accrued and unpaid dividends, mandatory redemption on the 3rd anniversary of the date of issuance for par value plus accrued and unpaid dividends. The Preferred shares have the same rights and privileges and the common stock of the Company. Each preferred share shall have one (1) vote and the right to vote on all matters submitted to the common stockholders for a vote at any time at special or annual meetings of the Company. | ||
Preferred Stock, shares authorized | 500,000 | 100,000 | |
Preferred Stock, shares issued | 80,000 | 0 | |
Preferred Stock, shares outstanding | 80,000 | 0 | |
Series G Preferred Stock | |||
Preferred Stock, par value | $1 | $1 | |
Preferred Stock, conversion terms | Convertible at 1 share of common stock for 800 shares of Series G Preferred Stock. The holders of the Series G Preferred stock shall have the same rights and privileges and the holders of the common stock. The holders of Series G Preferred stock shall have no voting rights with respect to the other outstanding shares of capital stock of the Company, but shall have the right to vote as a separate class with respect to the Series G Preferred only. | ||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, shares issued | 1,000,000 | 0 | |
Preferred Stock, shares outstanding | 1,000,000 | 0 | |
Series H Preferred Stock | |||
Preferred Stock, par value | $2.50 | ||
Preferred Stock, conversion terms | Convertible at par value any time into the number of shares of the CorporationBs common stock equal to the price of the Series H Preferred Stock divided by the par value of the Series H Preferred, subject to adjustment as may be determined by the Board of Directors (the BConversion Rate)B. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series H Preferred stock shall be entitled to be paid out of the assets off the Corporation before any distribution or payment to the holders of any stock ranking higher to the Series H Preferred Stock, distributed ratably to the holders of the CorporationBs stock. These shares carry no voting rights. These shares are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio prior to the reverse split. | ||
Preferred Stock, shares authorized | 10,000,000 | ||
Series Y Redeemable Convertible Preferred Stock | |||
Preferred Stock, dividend rate | 5.50% | ||
Preferred Stock, par value | $10 | ||
Preferred Stock, redemption terms | Redeemable after the 1st anniversary of the date of issuance for par value plus accrued dividends, mandatory redemption on the 10th anniversary of the date of issuance. | ||
Preferred Stock, conversion terms | Convertible any time before the 101th anniversary of purchase at one (1) share of Series Y Preferred stock for three (3) shares of common stock. | ||
Preferred Stock, shares authorized | 1,000,000 | ||
Preferred Stock Series 2020 | |||
Preferred Stock, dividend rate | 18.25% | ||
Preferred Stock, par value | $200 | $200 | |
Preferred Stock, redemption terms | Redeemable after the 1st anniversary of the date of issuance for par value plus accrued dividends, mandatory redemption on the 6th anniversary of the date of issuance. No votes for any election or other vote placed before the shareholders of the Company. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series 2020 Convertible Redeemable Preferred stock are not entitled to be paid out of the assets off the Corporation. | ||
Preferred Stock, conversion terms | Convertible at one (1) share of Series 2020 Preferred stock for one hundred (100) shares of common stock. | ||
Preferred Stock, shares authorized | 100,000 | 100,000 | |
Preferred Stock, shares issued | 300,000 | 0 | |
Preferred Stock, shares outstanding | 300,000 | 0 | |
Series CC Convertible Preferred Stock | |||
Preferred Stock, par value | $0.00 | ||
Preferred Stock, redemption terms | Redeemable after the 1st anniversary of the date of issuance for par value, no mandatory redemption. The Preferred shares have the same rights and privileges and the common stock of the Company. Each preferred share shall have one hundred (100) votes and the rights to vote on all matters submitted to the common stockholders for a vote at any time at special or annual meetings of the Company. | ||
Preferred Stock, conversion terms | Convertible at one (1) share of Series CC Preferred stock for two hundred (200) shares of common stock. | ||
Preferred Stock, shares issued | 2,000,000,000 | ||
Preferred Stock, shares outstanding | 2,000,000,000 | ||
Joint Venture - Gardens VE | |||
Commitment and contingencies obligation, terms | On February 20, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the "Strategic Alliance") with Gardens VE Limited (Company No. 07071936), a British Company ("Gardens"), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and refurbishment of the La Posta Golf Club & Luxury Hotel. Under the Agreement, Gardens has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Gardens to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than fifty-eight million dollars ($58,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance but not to exceed 10 years. The principal is responsible for the day-to-day operation for the entire duration of the project as it pertains to the future refurbishment phase and he has currently placed the property under contract with a hard deposit. In addition he is responsible for transferring free and clear with an unencumbered title of fixed assets in order to support future financing for all phases covering the acquisition on through the refurbishment of the property. The termination of the strategic alliance is at the discretion of both parties or upon the completion of the refurbishment and or disposition of the stabilized income-producing asset. Gardens has not completed the acquisition of La Posta and we will continue to work with the principal and general manager to continue our efforts under the Strategic Alliance to raise additional capital to meet our funding obligations to complete this transaction. As of March 27, 2013, an operating agreement addendum (the "Addendum") was issued by the Company and Gardens whereby CCRE will now own 95% of Gardens in exchange 1,000,000 shares of our unregistered common stock. The principal will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Garden's development/projects. As of December 31, 2014, the agreements are being restructured. | ||
Restricted shares issued | 1,000,000 | ||
Joint Venture - Towers | |||
Commitment and contingencies obligation, terms | On June 27, 2012, CCRE, a wholly owned subsidiary of Omega Commercial Finance Corp., entered into the Strategic Alliance Agreement (the "Strategic Alliance") with Towers Real Estate Limited, a British Company ("Towers"), and its management, whereby the parties agreed to form a strategic alliance for the acquisition and construction of the Le Principesse real estate located in Mestre-Venice, Italy. Under the Agreement, Towers has free and clear, unencumbered title to the fixed assets and issues equal to forty-nine (49%) percent of their ownership interests in Towers to CCRE in exchange for future fundraising for operating capital and related expenses. CCRE is responsible for the arrangement and contribution of up to but no more than three hundred seventy five million dollars ($375,000,000 US) over the course of the operation as needed per the budgeted projected cost for the Strategic Alliance. On March 27, 2013, an operating agreement addendum (the "Addendum") was issued by the Company and Towers whereby the principal in the development agreed to transfer an additional 46% interest in Towers to CCRE, giving CCRE a 95% ownership interest in the capital of Towers in exchange for 1,000,000 shares of the Company's unregistered common stock. The principal of Towers will retain a 75% profit participating interest pro rata for all mortgages, liens, operating expenses and or encumbrances on Tower's development/projects. As of December 31 2014, the agreement is being restructured. | ||
Restricted shares issued | 1,000,000 | ||
VFG Securities Inc. | |||
Commitment and contingencies obligation, terms | On January 23, 2013, the Company entered into a Purchase & Option to Purchase Agreement with VFG Securities Incorporated, a California corporation (BVFG SecuritiesB) to acquire 100% of VFG Securities for $750,000 in cash and common stock. Under the terms of this agreement, the Company agreed to pay the shareholders of VFG Securities (1) $125,000 upon the first closing to acquire 17% of the issued and outstanding common stock of VFG (the BFirst ClosingB) and (2) $525,000 in cash (the BDeferred Cash PaymentB) plus 1,000,000 shares of the CompanyBs common stock to acquire the remaining 83% of VFG common stock (the BSecond Closing:B). The First Closing and initial $130,000 was paid upon VFGBs filing of a Form BD with the Financial Industries Regulatory Authority (BFINRAB) and at such time the Company received a 17% non-controlling minority ownership stake in VFG Securities and VFG Advisors LLC, a subsidiary of VFG Securities. The Second Closing is contingent on obtaining FINRA approval within 90 days of First Closing. In addition, the Purchase Price is subject to VFG Securities achieving gross revenue of at least $3,300,000 during the 12 month period ending on December 31, 2013 (the BRevenue TargetB). In the event VFG does not meet its Revenue Target, then the Purchase Price will be reduced pro rata based on a gross revenue target on $3,500,000. In addition, the Second Closing is subject to the Company obtaining errors and omissions insurance for VFG SecuritiesB operations and other customary conditions of closing. As of the date of this filing, the Company filed an Application for Approval of Change in Ownership with FINRA pursuant to NASD Rule 1017 and a Form BD. As of September 30, 2013, VFG has withdrawn itself from the Purchase & Option to Purchase Agreement, and has halted the application process for FINRA approval. The Company is evaluating its rights under the agreement, if any, to determine if it is entitled to adjust the purchase price for the 17% interest it acquired in VFG Securities or rescind the entire transaction. | ||
Commitment and contingencies obligation, acquisition purchase price | 130,000 | ||
Refund of cancelled acquisition | 110,000 | ||
Equity Purchase Agreement - Lambert Private Equity LLC | |||
Commitment and contingencies obligation, terms | On February 8, 2013, the Company entered into a Standby Equity Purchase Agreement (the BAgreementB) with Lambert Private Equity LLC (BLambertB). The Agreement provides us with an equity line whereby the Company can sell to Lambert, from time to time, our shares of common stock up to an aggregate value of $100 million over a thirty-six month period. Under the terms of the Agreement, once a registration statement becomes effective, the Company will have the right to deliver to Lambert from time to time a BDraw Down NoticeB stating the dollar amount of common shares we intend to sell to Lambert, up to a maximum of $100 million. The purchase price of the shares identified in the Draw Down Notice shall be equal to 90% of the lowest daily volume weighted average price of our common stock during the fifteen (15) trading dates following the date of the Draw Down Notice. The Company has the option to specify a floor price for any Draw Down Notice. In the event the shares fall below the floor price, the put will be temporarily suspended. The put will resume if, during the pricing period for that put, the common stock trades above the floor price. The Company has agreed to pay to Lambert a commitment fee of 13,094,014 shares of common stock following execution of the Agreement. In connection with the Agreement, the Company granted to Lambert a 5-year Option to Purchase Shares for 25,641,000 shares of our common stock at an exercise price of the lesser of (i) $0.40 per share or (ii) 110% of the lowest daily VWAP for our common stock as reported by Bloomberg during the thirty trading days prior to the date the option is exercised. The Company intends to use the proceeds from the sale of common stock pursuant to the Agreement to develop and support operations for our commercial real estate financing subsidiaries, Omega Capital Street LLC and Omega CRE Group LLC as well as for general corporate and working capital purposes. The Agreement will not be effective until the date a registration statement is declared effective by the SEC. | ||
Restricted shares issued | 23,400,000 | ||
Restricted shares issued, value | 3,007,060 | ||
Shares issued | 2,126,588 | ||
Adjustments to additional paid in capital, restricted stock | $4,479,684 |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $865,706,796 | $3,189,339 |
Valuation allowance | -865,706,796 | -3,189,339 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income tax computed at the federal statutory rate | 34.00% | 34.00% |
Valuation allowance | -34.00% | -34.00% |
Total deferred tax asset | 0.00% | 0.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $2,546,196,458 | |
Operating loss carryforwards, expiration date | 31-Dec-24 | |
Deferred tax assets, net operating loss carry forwards | 865,706,796 | 3,189,339 |
Valuation allowance | ($865,706,796) | ($3,189,339) |
Lease_Commitments_Future_Minim
Lease Commitments - Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Dec. 31, 2014 |
Operating Leases, Future Minimum Payments Due, Rolling Maturity | |
Year 2015 | $177,358 |
Year 2016 | 183,580 |
Year 2017 | 190,007 |
Year 2018 | 196,670 |
Year 2019 | $203,564 |
Lease_Commitments_Details_Narr
Lease Commitments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Leases, Operating [Abstract] | ||
Operating lease, monthly rent expense | $11,069 | $658 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Mar. 13, 2015 | Mar. 09, 2015 | |
Subsequent Event [Line Items] | |||||||
Stock issued conversion of debt | 51,051,646 | ||||||
Series CC Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Preferred shares issued | 2,000,000,000 | ||||||
Preferred shares issued, par value | 0.0001 | ||||||
Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued for services, shares | 44,758,347 | 1,813 | |||||
Subsequent Event | Convertible Notes Payable | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued conversion of debt | 1,016,037,381 | ||||||
Subsequent Event | VeriTrek Inc. | |||||||
Subsequent Event [Line Items] | |||||||
Amendment to merger agreement, description | The Company and the VeriTrek Shareholders entered into a second amendment to the VeriTrek Agreement (the BAmendment 2B), providing for the consummation of the acquisition as originally proposed, by reissuing an additional 6,750,000 shares of OmegaBs restricted common stock to the VeriTrek Shareholders in exchange for 600,000 shares of VeriTrekBs common stock held by them, thereby increasing our equity interest in VeriTrek to seventy-five percent (75%). | ||||||
Ownership interest | 75.00% | ||||||
Restricted shares issued | 6,750,000 | ||||||
Subsequent Event | Series CC Preferred Stock | Chief Executive Officer | |||||||
Subsequent Event [Line Items] | |||||||
Preferred shares issued | 2,000,000,000 | ||||||
Preferred shares issued, par value | $0.00 | ||||||
Preferred shares issued, value for services rendered | $200,000 | ||||||
Subsequent Event | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Pending registration of stock | 250,000,000 | ||||||
Stock issued for services, shares | 329,000,000 | ||||||
Stock issued, shares | 50,000,000 |