Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Elite Data Services, Inc. | |
Entity Central Index Key | 704366 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
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 Common Stock, Shares Outstanding | 21,773,282 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $449 | $659 |
Prepaid expense | 605,160 | 820,882 |
Escrow Deposit for intangible asset licensee (See Note 9) | 100,000 | |
Total Assets | 705,609 | 821,541 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 462,854 | 606,221 |
Line of credit payable | 151,000 | 151,000 |
Loans from a related party | 152,724 | 139,029 |
Loan payable | 13,325 | 13,325 |
Contingent consideration payable | 322,012 | 566,212 |
Convertible note payable | 120,000 | |
Total Current Liabilities | 1,221,915 | 1,475,787 |
LONG TERM DEBT: | ||
Note payable, related party | 587,564 | 587,564 |
Total Liabilities | 1,809,479 | 2,063,351 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 10,000,000 shares Series A authorized; issued and outstanding 0, respectively | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; issued and outstanding 21,773,282 and 19,219,070, respectively | 2,177 | 1,922 |
Additional paid-in capital | 8,870,795 | 7,581,444 |
Deficit accumulated | -9,976,842 | -8,825,176 |
Total Stockholders' Deficit | -1,103,870 | -1,241,810 |
Total Liabilities and Stockholders' Deficit | $705,609 | $821,541 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Deficit | ||
Preferred stock Series A, par value | $0.00 | $0.00 |
Preferred stock Series A, Authorized | 10,000,000 | 10,000,000 |
Preferred stock Series A, Issued | 0 | 0 |
Preferred stock Series A, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 50,000,000 | 50,000,000 |
Common stock, Issued | 21,773,282 | 19,219,070 |
Common stock, outstanding | 21,773,282 | 19,219,070 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Condensed Consolidated Statement Of Operations | ||
REVENUES | $1,197 | $7,215 |
OPERATING EXPENSES | ||
Consulting services | 5,100 | 65,200 |
Investor relations services | 92,466 | |
Warrants issued for services | 128,881 | |
General and administrative | 42,921 | 40,170 |
Total Operating Expenses | 269,368 | 105,370 |
LOSS FROM OPERATIONS | -268,171 | -98,155 |
OTHER INCOME (EXPENSE): | ||
(Loss) gain on extinguishment of debt | -851,456 | 115,247 |
Interest expense - related party | -15,772 | -49,007 |
Interest expense - other | -16,267 | -5,663 |
Total Other Expense | -883,495 | -60,577 |
LOSS BEFORE PROVISION FOR INCOME TAXES | -1,151,666 | -37,578 |
PROVISION FOR INCOME TAX | ||
NET LOSS | ($1,151,666) | ($37,578) |
Basic and Diluted Per Share Data: Net Loss Per Share - basic and diluted | ($0.05) | $0 |
Weighted Average Common Shares Outstanding: Basic and diluted | 20,642,769 | 13,750,989 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | ($1,151,666) | ($37,578) |
Adjustments to reconcile net loss to net cash used in opearting activities | ||
Non-cash interest expense | 10,000 | |
Non-cash legal cost | 10,000 | |
Loss (gain) on extinguishment of debt | 851,456 | -115,247 |
Stock compensation for investor relations services | 92,466 | |
Warrants issued for services | 128,881 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | -5,625 | |
Accounts payable and accrued expenses | 25,582 | 76,398 |
Net cash used in operating activities | -38,905 | -76,427 |
INVESTING ACTIVITY: | ||
Escrow Deposit for intangible asset license (See Note 9) | -100,000 | |
Net cash used in investing activity | -100,000 | |
FINANCING ACTIVITIES: | ||
Proceeds from stock sale | 25,000 | |
Proceeds from convertible promissory note | 100,000 | |
Payments to related party | -3,810 | |
Proceeds from related parties | 17,505 | 76,000 |
Net cash received from financing activities | 138,695 | 76,000 |
NET DECREASE IN CASH | -210 | -427 |
CASH BEGINNING OF PERIOD | 659 | 2,884 |
CASH END OF PERIOD | 449 | 2,457 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in connection with the purchase of Classifiedride.com | 1,400 | |
Issuance of common stock in connection with the purchase of Autoglance, LLC | 77 | |
Issuance of common stock for conversion of debt | 1,264,606 | 115,362 |
Note payable for the purchase of classifiedride.com (See Note 4) | $3,000,000 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 1 - DESCRIPTION OF BUSINESS | Elite Data Services, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a technology Company whose software applications are developed to market and advertise assets that the Company owns and controls. Currently, we have been focused on the development of our automotive platforms and have begun expanding into the hospitality and gaming arena, focalizing our efforts on the island of Roatan, the largest of the bay islands of Honduras. On April 6, 2015, we acquired a gaming distribution license for two cities on the Honduras mainland and Roatan, the largest of the bay islands of Honduras. The Company is currently working on implementing gaming machines in Roatan in conjunction with its continued use of its existing platforms to maximize revenue under its business plan. Fore more information, see Note 4, Note 9 and Note 11. |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Note 2 - BASIS OF PRESENTATION | The accompanying unaudited condensed consolidated financial statements of Elite Data Services, Inc. (the "Company") are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made. |
Going Concern | |
Since inception, the Company has a cumulative net loss of $9,976,842. The Company currently has only limited working capital with which to continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties. The Company must secure additional working capital through loans, sale of equity securities, or a combination, in order to implement its current business plans. There can be no assurance that such funding will be available in the future, or available on commercially reasonable terms favorable to the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern. | |
The accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Management continued to manage its costs for the three months ended March 31, 2015 to ensure appropriate funding is on hand for its operations. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |
Mar. 31, 2015 | ||
Notes to Financial Statements | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation | |
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated. | ||
Interim Financial Statements | ||
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this prospectus. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014 have been omitted. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
Reclassifications | ||
Certain reclassifications have been made in Statement of Operations for the year 2014 to the period ended March 31, 2015. These reclassifications impacted the classification of certain items within the Statement of Operations: relating to classification of interest expense. The reclassifications had no impact on previously reported total operating expenses, net loss, or stockholders' deficit. | ||
Impairment of Long-Lived Intangible Assets | ||
We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. | ||
Development Costs | ||
Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the three months ended March 31, 2015, the Company incurred no development costs. As of March 31, 2015, the Company had no deferred product development costs. | ||
Income Taxes | ||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. | ||
ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. | ||
The Company does not have any unrecognized tax benefits as of March 31, 2015 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of March 31, 2015 and December 31, 2014. | ||
Cash | ||
Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. At March 31, 2015, the Company had no cash equivalents. | ||
Fair Value of Financial Instruments | ||
The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | ||
Fair Value Measurement | ||
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | ||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | ||
The three levels of the fair value hierarchy are as follows: | ||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | ||
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | ||
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value | ||
Revenue Recognition | ||
The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. | ||
Net Income (Loss) Per Common Share | ||
Basic loss per common share (“EPS”) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable or converted into common stock is not material to effect diluted EPS results. Further, since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented. As of March 31, 2015, there were no outstanding dilutive securities. | ||
Common Share Non-Monetary Consideration | ||
In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: | ||
i. | the counterparty’s performance is complete; | |
ii. | commitment for performance by the counterparty to earn the common shares is reached; or | |
iii. | the common shares are issued if they are fully vested and non-forfeitable at that date. | |
Stock-Based Compensation | ||
On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated. | ||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty. | ||
Share Purchase Warrants | ||
The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates. | ||
Recently and Issued Accounting Pronouncements | ||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for transfer of promised goods or services to customers. ASU-2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. ASU-2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016, using one of two retrospective application methods. Early application is not permitted. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. | ||
In April 2015, the FASB issued amended guidance in a FASB ASU on, "Interest-Imputation of Interest", which simplifies the balance sheet presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the liability. This treatment is consistent with the presentation of debt discounts. The new guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance should be applied retrospectively. The Company is currently assessing the potential financial reporting impact of the new standard. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 4 - RELATED PARTY TRANSACTIONS | Myers - LOC |
The principle amount due Sarah Myers (director and executive officer of the Company, the related party) at March 31, 2015 was $152,724, which represents an unsecured promissory note and addendums (“Myers – LOC”). These amounts are unsecured and bear interest at the rate of 12% per annum. The Myers – LOC has been amended to be due and payable on December 31, 2015. The accrued interest under the Myers – LOC as of March 31, 2015 was $22,744. | |
January 13, 2014 Agreement - ClassifiedRide | |
On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC (“Baker Myers”) to acquire certain assets including, www.classifiedride.com, an online classified listing website where private sellers can buy, sell, and trade their vehicle. Ms. Myers is the managing member and sole owner of Baker Myers, and also serves as an Officer and Director of the Company. As consideration for the sale, the Company entered into a promissory note for $3,000,000 with an interest rate of 7% per annum and issued 14,000,000 shares of the Company’s common stock. At June 30, 2014, the carrying value of the assets was reduced pursuant to the transaction being made by a related party under GAAP ASC 805-50-30, thereby reducing the value of the asset by $2,412,436 to $587,564. As a result, the Baker Myers note was restated such that the principal amount was reduced to $587,564, the interest rate was set at 8% per annum, and interest re-calculated from the contract date based on the reduced principal balance of the note. As of December 31, 2014, the asset value was reduced to $0 after impairment analysis was conducted. At March 31, 2015, the note balance and accrued interest was $587,564 and $55,793, respectively. | |
January 15, 2014 Agreement – Autoglance | |
On January 15, 2014, the Company entered into an Agreement with Baker Myers for 51% of the membership interest of Autoglance, LLC, a Tennessee Limited Liability Company, and with it majority control over all owned assets of Autoglance, LLC, including the website www.autoglance.com (collectively “Autoglance”) for 765,000 shares the Company’s common stock as consideration. |
CONTINGENT_CONSIDERATION_PAYAB
CONTINGENT CONSIDERATION PAYABLE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
NOTE 5 - CONTINGENT CONSIDERATION PAYABLE | On February 25, 2011, the Company’s wholly owned subsidiary, Dynamic Energy Alliance Corporation (hereafter “DEDC”) and a former director no longer associated with the Company (hereafter “the Director”) entered into a Stock Purchase Agreement (hereafter “Agreement”) and corresponding Amendments No. 1, No. 2 and No. 3, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively, by which DEDC acquired all of the outstanding shares of Transformation Consulting, Inc. (hereafter “TC”). The purchase price for the shares was $2,000,000, payable from the gross revenues of TC, subject to the following contingent reduction or increase of the purchase price. Pursuant to the Agreement, if TC’s gross revenues during the two years following the closing was less than $2,000,000, then the purchase price for the shares would be reduced to the actual revenue received by TC during the two year period. If TC’s revenues during the same two year period exceed $2,000,000, then the purchase price for the shares would be increased by one-half of the excess revenues over $2,000,000 (hereafter “contingent consideration”). | ||||||||
Pursuant to the contingent consideration of $2,000,000 due to the Director from TC, all revenues generated by TC under the Agency Agreement were disbursed to the former Director. Through December 31, 2012, gross revenues under the TC Stock Purchase Agreement totaled approximately $2,000,000. Through December 31, 2013, payments, net of refunds, made to Director under the TC Stock Purchase Agreement totaled $984,638. On September 30, 2013, the former director assigned the remaining contingent consideration debt note (hereafter the “Note”) to Habanero Properties via an Assignment and Assumption Agreement. The Note was subsequently offset by $108,788 as payment for warrants exercised at their strike price by the former director. Habanero Properties subsequently assigned the remaining contingent consideration due and payable to Rocky Road Capital, Inc. | |||||||||
For the period ended March 31, 2015, the Company entered into three note conversion agreements with Rocky Road capital to convert a total of $244,200 of the note balance into 2,442,000 shares of Common Stock at $0.10 per share, thereby reducing the balance owed to $322,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion price and estimated fair value being recorded as loss (gain) on extinguishment of debt. For the period ended, March 31, 2015, the Company recognized a loss of $931,974 on extinguishment of debt as a result of the transactions. | |||||||||
At March 31, 2015 and December 31,2014, the contingent consideration payable is as follows: | |||||||||
As of March 31, 2015 | As of December 31, 2014 | ||||||||
Contingent consideration due | $ | 2,000,000 | $ | 2,000,000 | |||||
Less payments, net of refunds, to Director | (984,638 | ) | (984,638 | ) | |||||
Payment of exercise of warrants | (108,788 | ) | (108,788 | ) | |||||
Conversion of contingent consideration to common stock | (584,562 | ) | (340,362 | ) | |||||
$ | 322,012 | $ | 566,212 |
LOAN_PAYABLE
LOAN PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 6 - LOAN PAYABLE | On April 14, 2014, the Company entered into a promissory note with Stephen Frye, former Chief Executive Officer, President, CFO, and Director of the Company, for $13,500. The principle amount due Mr. Frye as of December 31, 2014 was $13,325. These amounts are unsecured and bear interest at the rate of 12% per annum. On December 6, 2014, Mr. Frye resigned as Chief Executive Officer, Chief Financial Officer, President, and Director of the Company. On March 22, 2015, Mr. Frye agreed to extend the note’s due date to December 31, 2015. The accrued interest under the Note as of March 31, 2015 was $13,325. |
COMMITMENTS_AND_CONTRACTUAL_OB
COMMITMENTS AND CONTRACTUAL OBLIGATIONS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 7 - COMMITMENTS AND CONTRACTUAL OBLIGATIONS | Loans Payable Related Party |
The amounts due to a related party at March 31, 2015 of $152,724, represents an unsecured promissory note (“Myers – LOC”) due to an officer and director of the Company on December 31, 2015. These amounts are unsecured and bear interest at 12% per annum. At March 31, 2015, accrued interest was $22,744. | |
Line of Credit Payable | |
On August 16, 2013, Birch First Capital Fund, LLC and/or Birch First Capital Management, LLC (“Birch First”) filed a complaint against the Company in the 15th Judicial Circuit of Florida (2013 CA 012838) alleging breach of contract under a Line of Credit Agreement (“LOC”) totaling $151,000. On September 5, 2013, the Company filed a response and counterclaim alleging a minimum of $200,000 damages to be accumulated at trial. In response, Birch First amended his original complaint to include breach of contract concerning a 2011 and 2013 Consulting Agreement, alleging $300,000 in unpaid fees. The Company does not recognize the consulting contracts currently under dispute as such agreements were not accounted for nor acknowledged by the former Board of Directors. On November 18, 2013, Birch brought a lawsuit in the 15th Judicial Circuit of Florida against Mr. Charles Cronin and Dr. Earl Beaver, naming the Company as a nominal defendant. A motion to dismiss was filed by the Company concerning this derivative lawsuit. As of the date of this report, both lawsuits are still pending as the Company and Birch engage in settlement negotiations. At this point in time, any amount or settlement is not determinable. | |
At March 31, 2015, the disputed liability including accrued interest under the LOC, was $207,132. The principle balance of the LOC being $151,000 is classified as a line of credit and the related accrued interest at March 31,2015, of $56,132 is classified in accrued liabilities. | |
Stock Compensation for investor relations services | |
On December 3, 2014, The Company entered into an Investor Relations Consulting Agreement (the “Agreement”) with EraStar Inc. (“EraStar”). Under the terms of the Agreement, the Company had the ability to challenge performance under the contract to an independent referee within certain timelines, which the Company initiated on January 21, 2015 (the “Termination Date”). Both EraStar and the Company have verbally agreed to restructure the Agreement, and negotiations have been postponed due to the unexpected passing of Mr. Jens Daalsgard, Erastar’s Chairman. For the period ended March 31, 2015, the Company recorded $92,466 of stock compensation for investor relations’ services and $15,000 in accrued liabilities. |
CONVERTIBLE_PROMISSORY_NOTE
CONVERTIBLE PROMISSORY NOTE | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Notes to Financial Statements | ||||||||||
NOTE 8 - CONVERTIBLE PROMISSORY NOTE | On March 16, 2015 (the “Effective Date”), the Company entered into a $120,000 Convertible Note with Iconic Holdings, LLC (“Iconic”) with a Maturity Date of March 16, 2016. Under the terms of the Convertible Note, the Company netted $100,000 with $10,000 being retained under an Original Issuance Discount (“OID”) and $10,000 being tendered on behalf of legal fees pertaining to the transaction. The convertible debenture bears a one-time interest charge of 10% assessed on the outstanding principal not repaid as of the Maturity Date. The Company can repay the convertible debenture according to the following re-payment schedule: | |||||||||
Period After Effective Date | Period Date Range | Total Repayment | ||||||||
(March 16, 2015) | Amount | |||||||||
1-30 days | 16-Mar | - | 15-Apr | 2015 | $ | 129,000 | ||||
31-60 days | 16-Apr | - | 16-May | 2015 | $ | 138,000 | ||||
61-90 days | 17-May | - | 14-Jun | 2015 | $ | 144,000 | ||||
91-120 days | 15-Jun | - | 14-Jul | 2015 | $ | 150,000 | ||||
121-180 days | 15-Jul | - | 12-Sep | 2015 | $ | 156,000 | ||||
Beginning on the 181th day from the Effective Date, the Company must seek permission from Iconic to repay the outstanding balance of the Note, and Iconic will have the right to convert any unpaid sums into common stock of the Company equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the conversion notice. As of March 31, 2015, the Company had received $100,000 of principal, net of a discount of $10,000 for OID and $10,000 for legal related fees. | ||||||||||
The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “Derivatives and Hedging”, the Company will recognize the fair value of the embedded conversion features as a derivative liability when the note becomes convertible on September 13, 2015. |
ESCROW_DEPOSIT_FOR_INTANGIBLE_
ESCROW DEPOSIT FOR INTANGIBLE ASSET LICENSE | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 9 - ESCROW DEPOSIT FOR INTANGIBLE ASSET LICENSE | As of the period ended March 31, 2015, the Company delivered $100,000 into a third party escrow account as contract negotiations were being finalized with H y H Investments, S.A., for the purchase of a distributor license to operate gaming machines in municipalities of Honduras and Roatan. The $100,000 deposit was refundable until the terms of the license purchase were finalized on April 4, 2015. See Note 11. |
CAPITAL_STOCK
CAPITAL STOCK | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
NOTE 10 - CAPITAL STOCK | Authorized | ||||||||
The Company is authorized to issue 10,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 50,000,000 shares of common stock, having a par value of $0.0001 per share. | |||||||||
Issued and Outstanding | |||||||||
Preferred Stock | |||||||||
At March 31, 2015, the Company had not issued any preferred stock. | |||||||||
Common Stock | |||||||||
At March 31, 2015, shares of common stock issued and outstanding totaled 21,773,282. | |||||||||
During the period ended March 31, 2015, the Company issued 2,554,212 shares of common stock as follows: | |||||||||
On January 8, 2015, the Company sold 25,000 shares of Common Stock and received net proceeds of $25,000. | |||||||||
On January 30, 2015, the Company entered into shares for liability settlement with a creditor wherein an aggregate of $87,212 of debt was settled by the aggregate issuance of 87,212 shares of common stock. | |||||||||
On February 4, 2015, the Company entered into a note conversion agreement with Rocky Road Capital, Inc. to convert $94,200 of the principal balance, which was due to a former director and subsequently assigned to Rocky Road Capital, Inc., into 942,000 shares of Common Stock (at $0.10 per share), thereby reducing the balance owed under the note to $472,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion price and estimated fair value being recorded as loss (gain) on extinguishment of debt. | |||||||||
On February 20, 2015, the Company entered into a note conversion agreement with Rocky Road Capital Inc. to convert $150,000 of the principal balance, which was due to a former director and subsequently assigned to Rocky Road capital, Inc., into 1,500,000 shares of Common Stock (at $.10 per share), thereby reducing the balance owed under the note to $322,012. The estimated fair value of the common shares was used to measure and record the transaction with the difference between the conversion price and estimated fair value being recorded as loss (gain) on extinguishment of debt. | |||||||||
Warrants Issued for Services | |||||||||
The Company issued no warrants in the three months ending March 31, 2015, and there were 1,002,307 warrants outstanding with a weighted average exercise price of $259 at March 31, 2015. | |||||||||
The following table summarizes the warrant activity for the three months ended March 31, 2015: | |||||||||
Warrants Outstanding | |||||||||
Weighted | |||||||||
Average | |||||||||
Number of | Exercise | ||||||||
Shares | Price | ||||||||
Balance, December 31, 2014 | 1,002,307 | $ | 259 | ||||||
Granted | — | $ | — | ||||||
Exercised | — | — | |||||||
Expired/Cancelled | — | — | |||||||
Balance, March 31, 2015 | 1,002,307 | $ | 259 | ||||||
Exercisable at March 31, 2015 | 1,002,307 | $ | 259 | ||||||
The range of exercise prices and the weighted average exercise price and remaining weighted average life of the warrants outstanding at March 31, 2015 were $2.00 to 390.00, $259 and .668 years, respectively. The aggregate intrinsic value of the outstanding warrants at March 31, 2015 was $-0-. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
NOTE 11 - SUBSEQUENT EVENTS | On April 4, 2015, the Company entered into a Securities Purchase Agreement (the “Agreement”) and Promissory Note (the “Note”) with H y H Investments, S.A. (the “Seller”) for the purchase of all outstanding securities of El Muerto Beauty Mineral, Sociedad Anonima (hereafter “EMBM”) whose sole asset consists of a license to operate 80 gaming machines in two cities on the Honduras mainland and 160 gaming machines in Roatan, the largest of the bay islands of Honduras. The total purchase price for the license was Ten Million Dollars ($10,000,000) payable in the form of a Promissory Note (the “Note”). Upon the signatory of the Agreement and Note, the $100,000 funds in escrow were paid to the Seller under the terms of the Note. The Company owes no further obligation under the terms of the Note until April 6, 2016, at which time $900,000 is due to the Seller, payable in the form of cash or shares of common stock of the Company. If the Seller elects to convert such payment or a portion of such payment into shares, the value of the shares will be assessed as the average closing price of the common stock of the Company for the five trading days immediately preceding April 6, 2016. The remaining balance under the Note is payable up to $2,500,000 per year thereafter through March 31, 2021 by either cash payments or by a revenue-share of 25% of the net revenues received by EMBM during such time period. In the event that Seller has not received the full amount due on or before March 31, 2021, such amount due may be payable via the issuance of the Company’s shares at the average closing price of the Company’s common stock for the five trading days immediately preceding March 31, 2021. Beginning on or after April 17, 2017, payments tendered in the Company’s common stock may be repurchased by the Company given the Seller’s approval. The Seller agreed to waive interest payments of 3.85% per annum, due in monthly installments, in exchange for a sub-license granting the Seller usage of twenty-five (25) machines in the municipality of Roatan. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Summary Of Significant Accounting Policies Policies | ||
Basis Of Presentation | The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated. | |
Interim Financial Statements | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this prospectus. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014 have been omitted. | |
Use of Estimates | The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Reclassifications | Certain reclassifications have been made in Statement of Operations for the year 2014 to the period ended March 31, 2015. These reclassifications impacted the classification of certain items within the Statement of Operations: relating to classification of interest expense. The reclassifications had no impact on previously reported total operating expenses, net loss, or stockholders' deficit. | |
Impairment of Long-Lived Intangible Assets | We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. | |
Development Costs | Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the three months ended March 31, 2015, the Company incurred no development costs. As of March 31, 2015, the Company had no deferred product development costs. | |
Income Taxes | Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. | |
ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. | ||
The Company does not have any unrecognized tax benefits as of March 31, 2015 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of March 31, 2015 and December 31, 2014. | ||
Cash | Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. At March 31, 2015, the Company had no cash equivalents. | |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Fair Value Measurement | The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | ||
The three levels of the fair value hierarchy are as follows: | ||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | ||
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | ||
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value | ||
Revenue Recognition | The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. | |
Net Income (Loss) Per Common Share | Basic loss per common share (“EPS”) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable or converted into common stock is not material to effect diluted EPS results. Further, since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented. As of March 31, 2015, there were no outstanding dilutive securities. | |
Common Share Non-Monetary Consideration | In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: | |
i. | the counterparty’s performance is complete; | |
ii. | commitment for performance by the counterparty to earn the common shares is reached; or | |
iii. | the common shares are issued if they are fully vested and non-forfeitable at that date. | |
Stock-Based Compensation | On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated. | |
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty. | ||
Share Purchase Warrants | The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates. | |
Recently and Issued Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for transfer of promised goods or services to customers. ASU-2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. ASU-2014-09 is effective for annual and interim reporting periods beginning after December 15, 2016, using one of two retrospective application methods. Early application is not permitted. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements. | |
In April 2015, the FASB issued amended guidance in a FASB ASU on, "Interest-Imputation of Interest", which simplifies the balance sheet presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the liability. This treatment is consistent with the presentation of debt discounts. The new guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance should be applied retrospectively. The Company is currently assessing the potential financial reporting impact of the new standard. |
CONTINGENT_CONSIDERATION_PAYAB1
CONTINGENT CONSIDERATION PAYABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Contingent Consideration Payable Tables | |||||||||
CONTINGENT CONSIDERATION PAYABLE | As of March 31, 2015 | As of December 31, 2014 | |||||||
Contingent consideration due | $ | 2,000,000 | $ | 2,000,000 | |||||
Less payments, net of refunds, to Director | (984,638 | ) | (984,638 | ) | |||||
Payment of exercise of warrants | (108,788 | ) | (108,788 | ) | |||||
Conversion of contingent consideration to common stock | (584,562 | ) | (340,362 | ) | |||||
$ | 322,012 | $ | 566,212 |
CONVERTIBLE_PROMISSORY_NOTE_Ta
CONVERTIBLE PROMISSORY NOTE (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Convertible Promissory Note Tables | ||||||||||
CONVERTIBLE PROMISSORY NOTE | Period After Effective Date | Period Date Range | Total Repayment | |||||||
(March 16, 2015) | Amount | |||||||||
1-30 days | 16-Mar | - | 15-Apr | 2015 | $ | 129,000 | ||||
31-60 days | 16-Apr | - | 16-May | 2015 | $ | 138,000 | ||||
61-90 days | 17-May | - | 14-Jun | 2015 | $ | 144,000 | ||||
91-120 days | 15-Jun | - | 14-Jul | 2015 | $ | 150,000 | ||||
121-180 days | 15-Jul | - | 12-Sep | 2015 | $ | 156,000 |
CAPITAL_STOCK_Tables
CAPITAL STOCK (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Capital Stock Tables | |||||||||
Warrants Outstanding | Warrants Outstanding | ||||||||
Weighted | |||||||||
Average | |||||||||
Number of Shares | Exercise | ||||||||
Price | |||||||||
Balance, December 31, 2014 | 1,002,307 | $ | 259 | ||||||
Granted | — | $ | — | ||||||
Exercised | — | — | |||||||
Expired/Cancelled | — | — | |||||||
Balance, March 31, 2015 | 1,002,307 | $ | 259 | ||||||
Exercisable at March 31, 2015 | 1,002,307 | $ | 259 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | |
Related Party Transactions Details Narrative | ||
Amounts due to a related party for Myers - LOC | $152,724 | |
Accrued interest under the Myers | 22,744 | |
Note balance | 587,564 | |
Accrued interest | 55,793 | |
Gross revenues | $0 |
CONTINGENT_CONSIDERATION_PAYAB2
CONTINGENT CONSIDERATION PAYABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Contingent Consideration Payable Details | ||
Contingent consideration due | $2,000,000 | $2,000,000 |
LessB payments, net of refunds, to Director | -984,638 | -984,638 |
Payment of exercise of warrants | ($108,788) | ($108,788) |
Conversion of contingent consideration to common stock | -584,562 | -340,362 |
Total considearation payable | $322,012 | $566,212 |
CONTINGENT_CONSIDERATION_PAYAB3
CONTINGENT CONSIDERATION PAYABLE (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Contingent Consideration Payable Details Narrative | ||
Note conversion agreements | $244,200 | |
Note balance | 2,442,000 | |
Common stock | $0.10 | |
Contingent consideration payable | 322,012 | 566,212 |
Gain Loss on extinguishment of debt | $931,974 |
LOAN_PAYABLE_Details_Narrative
LOAN PAYABLE (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Loan Payable Details Narrative | ||
Loan payable | $13,325 | $13,325 |
Accrued interest | $13,325 |
COMMITMENTS_AND_CONTRACTUAL_OB1
COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contractual Obligations Details Narrative | ||
Loans from a related party | $152,724 | $139,029 |
Accrued interest | 22,744 | |
Disputed liability | 207,132 | |
Line of credit payable | 151,000 | 151,000 |
Related party accrued interest | 56,132 | |
Stock compensation for investor relations | 92,466 | |
Accured liabilities | $15,000 |
CONVERTIBLE_PROMISSORY_NOTE_De
CONVERTIBLE PROMISSORY NOTE (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
1-30 days [Member] | |
Period Date Range | March 16 - April 15 - 2015 |
Total Repayment Amount | $129,000 |
31-60 days [Member] | |
Period Date Range | April 16 - May 16 - 2015 |
Total Repayment Amount | 138,000 |
61-90 days [Member] | |
Period Date Range | May 17 - June 14 - 2015 |
Total Repayment Amount | 144,000 |
91-120 days [Member] | |
Period Date Range | June 15 - July 14 - 2015 |
Total Repayment Amount | 150,000 |
121-180 days [Member] | |
Period Date Range | July 15 - September 12 - 2015 |
Total Repayment Amount | $156,000 |
CONVERTIBLE_PROMISSORY_NOTE_De1
CONVERTIBLE PROMISSORY NOTE (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Convertible Promissory Note Details Narrative | ||
Proceeds from convertible promissory note | $100,000 | |
Discount on promissory notes | 10,000 | |
Non-cash legal related fees | $10,000 |
ESCROW_DEPOSIT_FOR_INTANGIBLE_1
ESCROW DEPOSIT FOR INTANGIBLE ASSET LICENSE (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Escrow Deposit For Intangible Asset License Details Narrative | ||
Escrow Deposit for intangible asset license | ($100,000) |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Capital Stock Details | |
Number of warrants shares, Beginning | 1,002,307 |
Granted warrants | |
Exercised warrants | |
Expired/Cancelled warrants | |
Number of warrants shares, Ending | 1,002,307 |
Exercisable warrants | 1,002,307 |
Weighted Average Exercise Price warrants, Beginning | 259 |
Weighted Average Exercise Price warrants, Granted | |
Weighted Average Exercise Price warrants, Exercised | |
Weighted Average Exercise Price warrants, Expired/Cancelled | |
Weighted Average Exercise Price warrants, Ending | 259 |
Weighted Average Exercise Price warrants, Exercisable | $259 |
CAPITAL_STOCK_Details_Narrativ
CAPITAL STOCK (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Capital Stock Details Narrative | ||
Preferred stock issued | 0 | 0 |
Preferred stock Outstanding | 0 | 0 |
Common stock issued | 21,773,282 | 19,219,070 |
Common stock Outstanding | 21,773,282 | 19,219,070 |
Company share issued | 2,554,212 | |
Stock Purchase Warrants outstanding | $1,002,307 | |
Weighted average exercise price | $259 | |
Range of exercise prices, Minimum | $2 | |
Range of exercise prices, Maximum | $390 | |
Weighted average life of the warrants outstanding | 8 months 8 days | |
Aggregate intrinsic value of the outstanding | $0 |