Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Oct. 25, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Elite Data Services, Inc. | |
Entity Central Index Key | 704,366 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer | No | |
Is Entity's Reporting Status Current | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 150,018,799 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 1,730 | |
Total Current Assets | 1,730 | |
OTHER ASSETS: | ||
Deposit | 100,000 | 100,000 |
Total Assets | 100,000 | 101,730 |
CURRENT LIABILITIES: | ||
Bank overdraft | 269 | |
Accounts payable and accrued liabilities | 522,777 | 251,527 |
Convertible notes from related party | 350,000 | 136,960 |
Derivative instrument liability | 343,839 | 1,043,217 |
Convertible notes payable, net of discount of $5,574 and 194,659, respectively | 2,268,102 | 180,437 |
Total Current Liabilities | 3,484,987 | 1,612,141 |
LONG TERM DEBT: | ||
Convertible note payable, net of discount $0 and $175,445, respectively | 3,700,000 | 49,555 |
Convertible Note payable, related party | 325,000 | 587,564 |
Total Liabilities | 7,509,987 | 2,249,260 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; issued and outstanding 130,237,299 and 27,722,266, respectively | 13,023 | 2,771 |
Subscription stock not issued | 75,000 | 75,000 |
Additional paid-in capital | 12,402,610 | 11,820,411 |
Deficit accumulated | (19,900,620) | (14,045,712) |
Total Stockholders’ Deficit | (7,409,987) | (2,147,530) |
Total Liabilities and Stockholders’ Deficit | 100,000 | 101,730 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT LIABILITIES: | ||
Convertible notes payable current, net of discounts | $ 5,574 | $ 194,659 |
Convertible note payable noncurrent, net of discount | $ 0 | $ 175,445 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, Authorized | 500,000,000 | 500,000,000 |
Common stock, Issued | 130,237,299 | 27,722,266 |
Common stock, outstanding | 130,237,299 | 27,722,266 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Authorized | 250,000,000 | 250,000,000 |
Preferred stock, Issued | ||
Preferred stock, Outstanding |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statement Of Operations | ||||
REVENUES | $ 399 | $ 1,596 | ||
OPERATING EXPENSES | ||||
Consulting services | 10,000 | 54,794 | 10,000 | 59,794 |
Asset impairment | 4,900,000 | 4,900,000 | ||
Project development costs | 121 | 221 | ||
Investor relations services | 3,115 | 198,972 | 3,115 | 291,438 |
Warrants issued for services | 352,275 | 481,156 | ||
General and administrative | 35,007 | 37,283 | 42,607 | 80,204 |
Total Operating Expenses | 4,948,122 | 643,445 | 4,955,722 | 912,813 |
LOSS FROM OPERATIONS | (4,948,122) | (643,046) | (4,955,722) | (911,217) |
OTHER INCOME (EXPENSE): | ||||
Gain forgiveness of debt | 695 | 34,177 | ||
Amortization debt discount | (83,799) | (291,308) | ||
Derivative expense | (955,045) | (1,124,993) | ||
(Loss) on derivative settlement | (268,018) | |||
(Loss) gain on extinguishment of debt | 1,262,162 | (107,816) | 1,262,162 | (959,271) |
Interest expense – related party | (51,255) | (16,516) | (67,115) | (32,288) |
Interest expense – other | (310,395) | (6,912) | (322,336) | (23,179) |
Total Other Expense | (137,637) | (131,244) | (777,431) | (1,014,738) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (5,085,759) | (774,290) | (5,733,153) | (1,925,955) |
PROVISION FOR INCOME TAX | ||||
NET LOSS | $ (5,085,759) | $ (774,290) | $ (5,733,153) | $ (1,925,955) |
Basic and Diluted Per Share Data: Net Loss Per Share - basic and diluted | $ (0.04) | $ (0.03) | $ (0.06) | $ (0.09) |
Weighted Average Common Shares Outstanding: Basic and diluted | 130,237,299 | 22,485,283 | 97,465,499 | 21,516,707 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (5,733,153) | $ (1,925,955) |
Stock issued for accrued interest | 281 | |
Loss (gain) on extinguishment of debt | (1,262,162) | 959,271 |
Loss on settlement of derivative | 268,018 | |
Stock compensation for investor relations services and consulting | 346,233 | |
Forgiven interest and accounts payable converted to notes | 119,965 | |
Warrants issued for services | 481,156 | |
Derivative expense | 1,124,993 | |
Amortization debt discount | 291,308 | |
Asset impairment | 4,900,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (3,750) | |
Accounts payable and bank overdraft | 271,520 | (3,933) |
Net cash (used in) operating activities | (19,230) | (146,978) |
INVESTING ACTIVITY: | ||
Deposit | (100,000) | |
Net cash used in investing activities | (100,000) | |
FINANCING ACTIVITIES: | ||
Proceeds from stock sale | 25,000 | |
Proceeds from convertible promissory notes | 17,500 | 325,000 |
Payments to related party | (3,810) | |
Proceeds from related parties | 32,038 | |
Net cash received from financing activities | 17,500 | 378,228 |
NET INCREASE (DECREASE) IN CASH | (1,730) | 131,250 |
CASH BEGINNING OF PERIOD | 1,730 | 659 |
CASH END OF PERIOD | 131,909 | |
SUPPLEMENTAL DISCLOSURES: | ||
Income taxes paid | ||
Interest paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common stock for conversion of debt | 60,687 | 1,754,344 |
Issuance of common stock for consulting services |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 1 - DESCRIPTION OF BUSINESS | Elite Data Services, Inc., Florida corporation (hereinafter the Company, Our, We or Us) is a retail focused management company which currently owns a 20% minority interest of WOD Market LLC, a Colorado limited liability company, a provider of intelligent retail solutions for gym owners and coaches, including the management of retail sales, up front inventory purchases, ongoing inventory management, payments, marketing, and related services. Under a joint venture agreement dated March 14, 2017, the Company today co-operates WOD with WOD Holdings Inc. (WODH), a Delaware corporation majority owned by Brenton Mix, our Chief Executive Officer, and Taryn Watson, a related party. Prior to March 14, 2017, the Company was a technology driven management company which owned and operated online marketing and gaming businesses: Elite Data Marketing LLC, and Elite Gaming Ventures LLC, from 2013 and 2014, respectively. During the year ending December 31, 2015, we made limited progress with our online marketing platforms due to lack of funding to complete required programming and coding enhancements. During the year ending December 31, 2016, we anticipated obtaining additional funding which would have afforded us the ability of bringing certain new marketing offerings to our platforms in hopes of increasing traffic flow, capturing new users and generating revenues. Due to the Company not being a current and fully reporting company in 2016, the Company was unable to raise the capital needed to advance the online marketing business resulting in a loss of business opportunities. On March 14, 2017, Company executed a note cancellation agreement and assignment with Baker & Myers & Associates LLC which resulted in Elite Data Marketing LLC no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company. Separately, pursuant to the terms of the Joint Venture with HYHI formed on or about May 18, 2016, we intended to implement the creation of the joint venture relationship using Elite Data Holdings S.A., a Honduras corporation, a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company ("EVG"), a wholly-owned subsidiary of the Company, and a distributor license from HYHI and El Mar Muerto Beauty Mineral, S.A., a Honduras corporation ("EMBM") to establish gaming operations (the "Purpose") by distributing and maintaining a total of eighty (80) slot machines in the cities of La Lima, Cortes; eighty (80) slot machines in the cities of Trujillo, Colon; and One Hundred and Sixty (160) slot machines in Roatan in the bay island of Honduras. In order to effect the distributor license related to the gaming operations, the Company and EVG was responsible for providing any and all financial and operational resources required to execute on the license granted to the Company, including, but not limited to, the funding for the initial and ongoing operating costs in the minimum amount of Five Hundred Thousand Dollars (USD $500,000) on or before December 31, 2016 (the "Initial Funding"). See Note 16. During the period ending December 31, 2016, the Company was unable to raise the capital required to pay the minimum operational costs of the joint venture which resulted in a loss of business opportunities, and further strained the relationship with HYHI, our joint venture partner. On March 14, 2017, Company executed a joint venture termination agreement with H Y H Investments S.A. which resulted in Elite Gaming Ventures LLC (and, its wholly-owned subsidiary, Elite Data Holdings S.A.) no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company, except for certain amounts owed by the Company under a further amendment to the Amended and Restated Redeemable Note executed on May 18, 2016 at the time the Joint Venture was formed. Separately, the Company intended to expand its operations in the fourth quarter of 2016 to include intelligent retail solutions for gym owners and coaches through the completion of the acquisition of WOD, as set forth in the definitive agreement dated August 26, 2016, at which time the Company acquired a minority interest stake of 20% of WOD, with 100% ownership interest of WOD anticipated to be completed on or before October 15, 2016. See Note 15. WOD serves the fitness community by allowing coaches and trainers to focus on whats important while athletes have access to the products they need to perform at their highest level. WOD aims to relieve gym owners and coaches of the burden of managing retail sales including upfront inventory purchases, ongoing inventory management, payments, marketing, etc. while also providing a service for members to have convenient access to products that help them perform better. WOD intends to forge a mutually beneficial relationship with each gym, customer and vendor to ensure the best possible experience. On January 10, 2017, the Company executed the first amendment to the purchase of WOD to extend the second closing date from on or about September 15, 2016 to on or about March 31, 2017, and further extend the third and final closing date from on or about October 15, 2016 to on or about June 30, 2017, respectively. Pursuant to managements decision to divest itself from its online marketing and gaming businesses, and focus exclusively on the fitness retail sales business, the Company executed the second amendment to the definitive agreement on March 14, 2017, which further amended certain terms of the WOD purchase, including the formation of a joint venture to further develop and manage the current WOD business. Under the terms of the Joint Venture, the initial ownership interest of WOD was 20% owned by the Company, with the remaining 80% owned WODH, with the option of Company to provide additional capital contributions to WOD in increments of not less than $10,000 up to a total of $8 million dollars in the aggregate, which included an equity exchange of up to a total of 800 units (80%) of WOD owned initially by WODH to the Company for a total of approximately 199,000 shares of Series B Preferred Stock and approximately 19,801,000 shares of Common Stock of the Company (the Shares) to be issued to WODH upon the completion of a final closing on or before December 31, 2018, under the terms set forth in Amendment No. 2. Until a minimum of at least $4 million in additional capital contributions have been made by the Company to WOD, resulting in a controlling ownership interest of not less than 60% of WOD by the Company, all the Shares of Company stock earmarked for the equity exchange with WODH is being held in a Voting Trust (as defined elsewhere in this filing), along with other key shareholder positions, in order to recapitalize the Company post a 1:1000 reverse split (which was previously approved), pending effectiveness after the Company becomes a current and fully-reporting public company. For more information, see Note 15. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
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. The accompanying unaudited interim condensed consolidated 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 in our annual 10-K filing, filed with the SEC on September 27, 2016. 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 consolidated financial statements for the most recent fiscal year ended December 31, 2015 have been omitted. Going Concern The Company has accumulated a deficit of $19,900,620. 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 condensed consolidated 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 six months ended June 30, 2016 to ensure appropriate funding is on hand for its continued operations through convertible debentures and financing from a related party. See Note 7 and 8. Managements plans include the raising of capital through the equity markets to fund future operations and pay debts and generating of revenue through our business. See Note 12. However, even if we do raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where we will generate profits and positive cash flows from operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation 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 Corp. and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated in consolidation. 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 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 six months ended June 30, 2016, the Company incurred no development costs. As of June 30, 2016, 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 June 30, 2016 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 June 30, 2016 and December 31, 2015. Cash Cash include all highly liquid instruments with an original maturity of three months or less at the date of purchase. The Company maintains its cash in cash deposit accounts, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per legal ownership. At times, the Companys accounts may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. At June 30, 2016, the Company had no cash equivalents. Fair Value of Financial Instruments The Companys 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 managements best estimate of fair value. The Company's financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model. 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 affect 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. 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 counterpartys 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 Issued Accounting Pronouncements Other than as set forth below, management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." Effects of Notes Payable Amendments. Cancellation and Forgiveness of Debt In May 2016 the Company reorganized much of its debt and previous venture agreements. The table below shows the impact on the condensed consolidated financial statement of the modifications in these agreements. This table only shows those notes that were modified. Holder Note Value Reorg Value Change Reorg Forgiveness Cancellation Note Balance June 30, 2016 Interest Balance Reorg Forgiven Interest Retroactive Interest Interest Balance June 30, 2016 Note 1 $ 112,500 $ 187,500 $ 112,500 $ 300,000 $ 3,519 $ 19,600 $ 26,702 Note 2 225,000 175,000 225,000 400,000 4,375 26,133 35,286 Note 3 4,900,000 4,900,000 245,000 Note 4 587,564 587,564 500,000 110,353 $ 92,465 33,417 57,277 Note 5 136,960 38,040 136,960 175,000 41,564 45,147 Note 6 27,500 27,500 1,054 1,383 Note 7 50,000 50,000 Derivative Liability Reorg Debt Discount Reorg Note Extinguishment Note 1 $ 913,039 $ 66,421 $ 112,500 Note 2 911,332 83,288 225,000 Note 3 Note 4 587,564 Note 5 136,960 Note 6 Note 7 50,000 50,000 The table below shows the impact on notes payable by the modifications above and the re-catagorizing of the notes to their remaining term. Holder Short Term Long Term Related Party Note 1 $ 300,000 Note 2 400,000 Note 3 $ 1,900,000 3,000,000 Subtotal 3,700,000 Note 4 250,000 250,000 Yes Note 5 100,000 75,000 Yes Subtotal 350,000 325,000 Note 6 27,500 Note 7 50,000 Note 8 17,500 Note 9 79,310 Note 10 42,239 Note 11 14,787 Note 12 142,340 Subtotal 2,273,676 Debt Discount (5,574 ) Total 2,268,102 |
DEPOSIT FOR PURCHASE OF LICENSE
DEPOSIT FOR PURCHASE OF LICENSE (JOINT VENTURE PAYMENT) | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 4 - DEPOSIT FOR PURCHASE OF LICENSE (JOINT VENTURE PAYMENT) | Gaming License and Securities Purchase Agreement On April 4, 2015, the Company instructed the escrow agent to deliver $100,000 as a deposit in good faith pursuant to the Securities Purchase Agreement dated April 4, 2015 (the SPA) and Promissory Note dated April 6, 2015 (the Note) to acquire all of the capital stock of El Mar Muerto Beauty Mineral, Sociedad Anonima (hereafter EMBM) a Honduras corporation, whose sole assets consist of a Honduras gaming license for EMBMs use, which permits the operation of Eighty (80) gaming machines in Trujillo, Eighty (80) gaming machines in La Lima, and One Hundred and Sixty (160) gaming machines in Roatan, the largest of Hondurass bay islands, for a total purchase price of $10,000,000. On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBMs operations at the sellers option, and the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 deposit tendered on April 4, 2015 as referenced herein. The business purpose for the amendment was to allow the Company the proper time to incorporate a Honduras corporation in compliance with the laws of the Republic of Honduras to own the securities of EMBM and effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date, which the Company will recognize upon the effective date of April 6, 2016. First Amendment; Securities Purchase Agreement and Note On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBMs operations. The Note was also amended to reflect the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 non-refundable deposit tendered on April 6, 2015. The business purpose for this amendment was to allow the Company the proper time to incorporate a Honduras corporation to be in compliance with the laws of the Republic of Honduras to effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date. Second Amendment; Securities Purchase Agreement Effective November 20, 2015, the Company signed a Second Amendment (the Amendment) to the Securities Purchase Agreement (the Agreement) with H y H Investments, S.A. (the Seller) regarding the acquisition of the gaming license whereby the Company re-assigned the Agreement to Elite Holdings S.A., a wholly owned subsidiary owned by the Company on a jointly and severally liable basis with the Company so as to comply with the regulatory authority of the Republic of Honduras. The Amendment also removed any Required Approvals on part of the Seller to enter into the Agreement. The Amendment specifies that as long as the Company is current in its payment obligations, upon good faith payment, Purchaser shall have the right to operate gaming machines permitted under the license and proceed with the use of the license as owner of EMBM with full power and authority to contract, license, sub-license, loan, lease, enter into contract or any other business venture in which entitles Purchaser to the benefit of the license on behalf of the Corporation. The Amendment also clarified that the shares of EMBM would be assigned to Elite Holdings, S.A. after the full purchase price had been tendered to the Seller. The Company will recognize the appropriate asset and liability when performance occurs on the effective date April 6, 2016. Third Amendment; Securities Purchase Agreement and Joint Venture Agreement On May 20, 2016, the Company and H Y H Investments, S.A. ("HYHI") executed the Third Amendment to the Securities Purchase Agreement (the "Third Amendment"), pursuant to which the parties agreed to further clarify and amend and restate certain provisions of the Original Purchase Agreement, First Amendment and Second Amendment (the "Original Purchase Agreement"). Pursuant to the terms of the Third Amendment, the parties mutually agreed to cancel the Original Purchase Agreement dated April 6, 2015, in exchange for a new Joint Venture Agreement (the "Joint Venture") executed on even date therewith, pursuant to which the Company and HYHI agreed to create a joint venture relationship using Elite Data Holdings S.A., a Honduras corporation, a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company ("EVG"), a wholly-owned subsidiary of the Company, and a distributor license from HYHI and El Mar Muerto Beauty Mineral, S.A., a Honduras corporation ("EMBM") to establish gaming operations (the "Purpose") by distributing and maintaining a total of eighty (80) slot machines in the cities of La Lima, Cortes; eighty (80) slot machines in the cities of Trujillo, Colon; and One Hundred and Sixty (160) slot machines in Roatan in the bay island of Honduras. In addition, the Company and EVG agreed to pay HYHI consideration in the total amount of USD $10,000,000 (the "Total Consideration"), including, but not limited to a convertible note, a revenue share plan, and an initial amount of $100,000, which was paid in the Original Purchase Agreement, as amended, and is the same $100,000 deposit described in this Note 4. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 5 - RELATED PARTY TRANSACTIONS | Baker Myers - Asset Purchase and Convertible Note - 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 of December 31, 2014, pursuant to GAAP ASC 805-50-30, the transaction carrying value of the assets rather than the fair value were recorded to the transaction as it was being made by a related party. A convertible note totaling $587,564 was amended to reflect the carrying value that carries an interest rate of 8% per annum. The Maturity Date of the Note is January 13, 2017. Upon default of the Note, the interest rate increases to 10%. Pursuant to the Note, Baker Myers may convert all or any part of the outstanding and unpaid principal amount of this Note within 180 days from the date of the note into fully paid and non-assessable shares of Common Stock at the conversion price of $.05 per share with a limitation of 4.99% of the total shares of common stock of the Company outstanding. The Note also contains a $2,000 per day fee for failure to deliver common stock to the Holder upon three days delivery. At June 30, 2016, the note balance and accrued interest was $756,481. These amounts were modified per the Baker Myers Note and Share Cancellation and Exchange Agreement below Baker Myers - Asset Purchase and Stock Consideration - 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 Companys common stock as consideration. Baker Myers Note and Share Cancellation and Exchange Agreement On May 18, 2016, the Elite Data Services, Inc. (the "Company") Company and Baker Myers and Associates LLC, a Nevada limited liability company ("Baker Myers," an entity owned by Sarah Myers, the President, Chief Operating Officer and Director of the Company ) executed a Note and Share Cancellation and Exchange Agreement (the "Share Exchange Agreement"), with respect to that certain unsecured Promissory Note (the "Original Baker Myers Note") dated on or about January 13, 2013, in the original amount of $587,500 (the "Original Amount"), pursuant to which Baker Myers agreed to forego and waive any and all right in, entitlement to or interest in (A) a total of $87,500 in principal, a total of $92,465 in accrued interest, late charges, reimbursable attorneys' fees, reimbursable expenses and any other sums due and payable under the Original Baker Myers Note totaling $179,965 (the "Cancelled Amount") as of the date of execution (the "Effective Date"), any future payments due under the Original Baker Myers Note and all or any other of Baker Myers's rights under the Cancelled Amount of the Original Baker Myers Note, thereby extinguishing and canceling the Cancelled Amount of the Original Baker Myers Note and terminating any and all of Company's obligations thereunder, (B) the Shares (hereinafter also referred to as the "Cancelled Shares") in exchange for the issuance an Option Agreement (the "Option Agreement"), registered in the Baker Myers's name to purchase up to a certain number of membership interests (the "EDM Membership Interest") of Elite Data Marketing LLC, a Florida limited liability company (the "EDM"), in an amount totaling one hundred percent (100%) of the ownership interest in EDM (the "Option 1"), (B) the issuance by Company to Baker Myers of a three-year "cashless" common stock purchase warrant (the "Warrant No. BM-1") for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock of the Company (the "Preferred Warrant Shares"), at a purchase price of $0.001 per share, with certain rights and preferences as set forth in the certificate of designation (the "Certificate of Designation of Series B Preferred), in exchange for the Cancelled Shares, as referenced in the Share Exchange Agreement, and (C) the issuance of an amended and restated convertible redeemable note (the "Redeemable Note") in the aggregate principal face amount of Five Hundred Thousand Dollars (US$500,000), at ten percent (10%) interest per annum commencing on date of execution (the "Effective Date"), due and payable by the Company in eight (8) separate equal quarterly payments of Sixty-Two Thousand Five Hundred Dollars (USD $62,500), plus accrued interest to date, due on the first day of each quarter beginning on the date of the first quarter following the date of execution of this Original Baker Myers Note, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein. The balance of the note and accrued interest at June 30, 2016 was $557,277. New Company Subsidiary - Elite Data Marketing LLC On May 20, 2016, the Company executed an Assignment of Ownership Interest with its newly formed subsidiary, Elite Data Marketing LLC, pursuant to which the Company assigned and transferred (A) a certain amount of Company's ownership interest held in www.classifiedride.com, an online classified listing website (the "ClassifiedRide"), equal to an aggregate total of one hundred percent (100%) of the ownership interest of the ClassifiedRide asset (the "ClassifiedRide Asset"), acquired by the Company from Baker Myers, on or about January 13, 2014, and (B) a certain amount of Company's ownership interest in Autoglance LLC, a Tennessee limited liability company (the "Autoglance"), equal to an aggregate total of fifty-one percent (51%) of the units of membership interest (the "Autoglance Units"), including, but not limited to, the majority control over all owned assets of Autoglance, acquired by the Company from Baker Myers, on or about January 15, 2014. |
PAYABLE _ RELATED PARTY
PAYABLE – RELATED PARTY | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 6 - PAYABLE - RELATED PARTY | Myers Line of Credit (LOC) The principal amount due Sarah Myers (director and executive officer of the Company, the related party) at June 30, 2016 and 2015 was $175,000 and $151,000, respectively, represents an unsecured promissory note and addendums (Myers - LOC). These amounts are unsecured and bear interest at the rate of 10% and 12% per annum, respectively. The Myers - LOC has been amended to be due and payable on December 31, 2016 The accrued interest under the Myers - LOC as of June 30, 2016 and 2015 was $45,147 and $27,540, respectively. The amount due under the Myers - LOC at June 30, 2016 was $175,000. The amount is unsecured and bears interest at 10% per annum. At June 30, 2016, accrued interest on the amount was $45,147. |
PROMISSORY NOTE
PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 7 - PROMISSORY NOTE | Tarpon Bay Partners Line of Credit In conjunction with the Equity Line as discussed in Note 15 below, the Company issued a promissory note to Tarpon Bay Partners for $50,000, due on January 31, 2016, with 10% interest per annum as consideration for transaction costs incurred by Tarpon. The $50,000 of transaction costs will be treated as a note discount under current Generally Accepted Accounting Principles and the discount will be amortized as costs related to equity financing issuances. At March 31, 2016, the note balance and accrued interest was $50,000 and $4,610, respectively. Tarpon Bay Partners Line of Credit Termination Agreement and Convertible Note On May 24, 2016, the Company and Tarpon Bay Partners LLC ("Tarpon") executed a Termination Agreement (the "Termination Agreement"), in which the parties agreed to cancel the original Equity Purchase Agreement (the "Original Purchase Agreement"), dated July 14, 2015 (except for the original Promissory Notes (the "Original Tarpon Note") which was amended and restated as set forth below), in the original amount of USD $50,000.00, issued by the Company to Tarpon as additional compensation pursuant to Original Purchase Agreement), which gave the Company the right to issue and sell to Tarpon any of the Five Million Dollars ($5,000,000) of the Company's common stock. In exchange for the Termination Agreement, the Company agreed to (a) amend and restate the terms of the Original Tarpon Note, in the form of the issuance of an amended and restated convertible redeemable note (the "Amended Tarpon Note"), in the principal amount of $50,000.00, at ten percent (10%) interest per annum commencing on July 14, 2015 (the "Effective Date"), to be due and payable to Tarpon by Company in four (4) separate equal quarterly payments of Twelve Thousand Five Hundred Dollars (USD $12,500), plus accrued interest to date, due on the first day of each quarter beginning on July 1, 2016, convertible into shares of the Company's common stock at a conversion price equal to fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 9.99% and other terms and conditions set forth therein , and (b) execute a new Equity Purchase Agreement (the "New Purchase Agreement"), pursuant to which the Company would have the right to issue and sell to Tarpon a total of Fifteen Million Dollars ($15,000,000) of the Company's common stock, under the same terms as the Original Purchase Agreement, except for no additional compensation in lieu of the Amended Tarpon Note, to be executed on such mutually agreed upon date in the future after the Company is current on all SEC filings and is relisted on the Over-the-Counter (OTC) OTCBB and OTCQB markets. On June 30, 2016, the principal outstanding was $50,000 with accrued interest at $4,610. Convertible Redeemable Note for Unpaid Invoices On May 18, 2016, the Company and JMS Law Group PLLC ("JMS") executed a settlement letter (the "Settlement Letter") in which the parties agreed to settle unpaid invoices for services rendered by JMS to the Company in the amount of $20,000, and further agreed to pay JSM a total of $7,500 for continued services to the Company until July 31, 2016. Pursuant to the terms of the Settlement Letter, the Company issued to JMS a six month convertible redeemable note (the "Note") in the principal amount of USD $ 27,500, at a rate of ten percent (10%) per annum commencing on date of issuance , convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other customary and standard terms and conditions set forth therein. The balance of the note and accrued interest at June 30, 2016 was $28,883. Termination Agreement to Definitive Agreement for the acquisition of a new subsidiary Company and Properties of Merit Inc. ("POM") are parties to that certain Definitive Agreement, dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings with the first closing originally anticipated on or before May 27, 2016, subject to certain performance requirements of both parties prior to each closing. The Company issued to POM a six month convertible redeemable note (the "Note") in the principal amount of USD $ 17,500, at a rate of ten percent (10%) per annum commencing on date of issuance , convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other customary and standard terms and conditions set forth therein. The balance of the note and accrued interest at June 30, 2016 was $17,785. |
RELATED PARTY CONVERTIBLE PROMI
RELATED PARTY CONVERTIBLE PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 8 - RELATED PARTY CONVERTIBLE PROMISSORY NOTE | Baker Myers Convertible Note 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 of September 30, 2014, a convertible note was amended and issued in the amount of $587,564 with an interest rate of 8% per annum to Baker Myers. The Maturity Date of the Note is January 13, 2017. Upon default of the Note, the interest rate increases from 8% per annum to 10% per annum. Pursuant to the terms of the Note, Baker Myers may convert all or any part of the outstanding and unpaid principal amount of this Note within 180 days from the date of the note into fully paid and non-assessable shares of Common Stock at the conversion price of $.05 per share with a trading limitation of 4.99% of the authorized common stock of the total shares outstanding. The Note also contains a $2,000 per day fee for failure to deliver common stock to the Holder upon three days delivery. Baker Myers Note and Share Cancellation and Exchange Agreement On May 18, 2016, the Elite Data Services, Inc. (the "Company") Company and Baker Myers and Associates LLC, a Nevada limited liability company ("Baker Myers," an entity owned by Sarah Myers, the President, Chief Operating Officer and Director of the Company ) executed a Note and Share Cancellation and Exchange Agreement (the "Share Exchange Agreement"), with respect to that certain unsecured Promissory Note (the "Original Baker Myers Note") dated on or about January 13, 2013, in the original amount of $587,500 (the "Original Amount"), pursuant to which Baker Myers agreed to forego and waive any and all right in, entitlement to or interest in (A) a total of $87,500 in principal, a total of $92,465 in accrued interest, late charges, reimbursable attorneys' fees, reimbursable expenses and any other sums due and payable under the Original Baker Myers Note totaling $179,965 (the "Cancelled Amount") as of the date of execution (the "Effective Date"), any future payments due under the Original Baker Myers Note and all or any other of Baker Myers's rights under the Cancelled Amount of the Original Baker Myers Note, thereby extinguishing and canceling the Cancelled Amount of the Original Baker Myers Note and terminating any and all of Company's obligations thereunder, (B) the Shares (hereinafter also referred to as the "Cancelled Shares") in exchange for the issuance an Option Agreement (the "Option Agreement"), registered in the Baker Myers's name to purchase up to a certain number of membership interests (the "EDM Membership Interest") of Elite Data Marketing LLC, a Florida limited liability company (the "EDM"), in an amount totaling one hundred percent (100%) of the ownership interest in EDM (the "Option 1"), (B) the issuance by Company to Baker Myers of a three-year "cashless" common stock purchase warrant (the "Warrant No. BM-1") for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock of the Company (the "Preferred Warrant Shares"), at a purchase price of $0.001 per share, with certain rights and preferences as set forth in the certificate of designation (the "Certificate of Designation of Series B Preferred), in exchange for the Cancelled Shares, as referenced in the Share Exchange Agreement, and (C) the issuance of an amended and restated convertible redeemable note (the "Redeemable Note") in the aggregate principal face amount of Five Hundred Thousand Dollars (US$500,000), at ten percent (10%) interest per annum commencing on date of execution (the "Effective Date"), due and payable by the Company in eight (8) separate equal quarterly payments of Sixty-Two Thousand Five Hundred Dollars (USD $62,500), plus accrued interest to date, due on the first day of each quarter beginning on the date of the first quarter following the date of execution of this Original Baker Myers Note, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein At June 30, 2016, the principal was $500,000 with the accrued interest on the amount at $57,277. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 9 - CONVERTIBLE PROMISSORY NOTES | JSJ Investments Inc. On June 11, 2015, the Company issued a 12% Convertible Note (the JSJ Note) to JSJ Investments, Inc, (JSJ) in the principal amount of $100,000 receiving cash proceeds of $88,000 after payment of related legal and broker fees. The JSJ Note bears interest at the rate of 12% per annum, and was due December 11, 2015 (the Maturity Date). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging Derivatives and Hedging Common Stock at a 45% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. JSJ converted $14,417 of the principle into common stock after the maturity date and as of December 31, 2015, the balance outstanding on the JSJ Note was $85,583 and, accrued interest was $6,625. On January 28, 2016, JSJ made a formal demand for repayment of the Note payable by February 26, 2016 and has threatened litigation if payment is not tendered. This could be considered an event of default where by JSJ could enforce the Company to redeem all or any portion of the Note so demanded (including all accrued and unpaid interest), in cash, at a price equal to 150% of the outstanding balance, plus accrued Interest and Default Interest and any other amounts then due under this Note. As of June 30, 2016, the balances outstanding on the JSJ Note were principle of $79,310, accrued interest was $11,912 and the note discount was $0. At the time of the filing of this Report, JSJ has converted a total of $20,690 of the principle into shares of the Companys common stock, resulting in principal balance remaining of $79,310 with accrued interest at $11,912. LG Capital Funding, LLC On June 16, 2015, the Company issued a 6% Convertible Note (the LG Note) to LG Capital Funding, LLC (LG) in the principal amount of $52,500 receiving cash proceeds of $45,000 after payment or related legal and broker fees. The LG Note bears interest at the rate of 6% per annum and is due June 16, 2016 (the Maturity Date). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, Derivatives and Hedging. Adar Bays, LLC On June 16, 2015, the Company issued a 6% Convertible Note (the Adar Note) to Adar Bays, LLC (Adar) in the principal amount of $52,500 receiving cash proceeds of $45,000 after payment or related legal and broker fees. The Adar Note bears interest at the rate of 6% per annum and is due June 16, 2016 (the Maturity Date). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, Derivatives and Hedging. EMA Financial, LLC On July 14, 2015, (the "Note Issuance Date"), the Company entered into a Securities Purchase Agreement (the "SPA") with EMA Financial, LLC ("EMA"), whereby EMA agreed to invest $156,500 (the "Note Purchase Price") in our Company in exchange for a convertible promissory note (the "Note"). The Company netted cash proceeds $135,000 after brokerage and legal fees aggregating $21,500 was disbursed at closing. Additionally, the Company issued to EMA 100,000 shares of Common Stock of the Company as a loan fee. Pursuant to the SPA, on July 14, 2015, we issued a convertible promissory note (the "Note") to EMA, in the original principal amount of $156,500 (the "Note Purchase Price"), which bears interest at 12% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is July 14, 2016 (the " Maturity Date"). EMA may extend the Note Maturity Date by providing written notice at least five days before the Note Maturity Date. However, EMA may only extend the Note Maturity Date for up to an additional one-year period. Any amount of principal or interest that is due under the Note, which is not paid by the Note Maturity Date, will bear interest at the rate of 24% per annum until it is paid (the "Note Default Interest"). The Note is convertible by EMA into shares of our common stock at any time on the date which is six (6) months following the Issue Date ("Prepayment Termination Date"). At any time before the Prepayment Termination Date, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to EMA of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. The conversion price is the lower of: i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the closing date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the 20 consecutive Trading Days immediately preceding the Conversion Date. EMA does not have the right to convert the Note into Common Stock if such conversion would result in EMA's beneficial ownership exceeding 4.9% of our outstanding Common Stock at that time. As of June 30, 2016, the balance outstanding on the Note was $142,340, accrued interest was $17,971 and the loan discount was $11,518. At the time of the filing of this Report, EMA has converted a total of $14,160 of principle into shares of the Companys common stock, resulting in a principle balance remaining of $142,340 with accrued interest at $ 17,971 and a debt discount of $5,574. Birch First Capital Fund, LLC Litigation On August 16, 2013, Birch First Capital Fund, LLC, a Delaware limited liability company, and/or Birch First Capital Management, LLC, as its manager (collectively, Birch First Capital) 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 November 18, 2013, Birch First brought a lawsuit in the 15th Judicial Circuit of Florida against Mr. Charles Cronin and Dr. Earl Beaver (former officers and directors of the Company), naming the Company as a nominal defendant. A motion to dismiss was filed by the Company concerning this derivative lawsuit, which is still currently pending. On July 23, 2015, the Parties finalized the settlement agreements, which lead to the conclusion of Case 2013 CA 012838. Settlement On July 23, 2015, the Company and Birch First Capital Fund LLC (Birch First Capital), a Delaware limited liability company and Birch First Advisors LLC, a Delaware limited liability company (Birch Advisors), executed a Settlement and Stipulation Agreement (the Settlement Agreement) dated July 21, 2015, pursuant to which the parties dismissed, with no liability admitted or deemed to be admitted by any party, any and all claims that have been, or could have been, raised in the outstanding litigation between the parties (the Litigation). On July 23, 2015, pursuant to the terms and conditions of the Settlement Agreement, the Company executed an amended and restated convertible debenture (the Amended and Restated Note) dated July 21, 2015 in the total amount of $300,000 bearing two percent (2%) interest per annum for a period of two years for the benefit of Birch First Capital. Pursuant to the terms of the Amended and Restated Note, $75,000 of the principal balance would be immediately converted at $0.10 per share for a total of 750,000 shares of the Companys Common Stock issued within five (5) days from the date of execution of the Settlement Agreement. The remaining $225,000 in principal and interest of the Amended and Restated Note will be convertible on a quarterly basis in the amount of $37,500 into shares of the Companys Common Stock at a share price equal to the lesser of $0.10 per share, or fifty percent (50%) of the three (3) lowest intraday trading average for the twenty (20) day trading period prior to each conversion date, until paid in full, with accrued and unpaid interested due and payable in the final payment, under certain terms and conditions set forth in the Amended and Restated Note. The Company recognized and expensed non-cash settlement fees aggregating $85,842. The original note contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note. Using the Black-Scholes option pricing model, the fair market value of the of the of the embedded conversion option at inception was determined to be $472,028 with the following assumptions: risk-free rate of interest of .711%, expected life of 2.0 years, expected stock price volatility of 175.371%, and expected dividend yield of zero. The initial carrying value of the embedded conversion option was $472,028 exceeded the note and $225,000 was attributed to the note discount and $247,028 to a one day derivative loss. The parties agreed to amend certain parts of the Amended and Restated Note. As of December 31, 2015, Birch and the Company had not specified the terms of any such amendment, but, at the mutual agreement of the parties, no shares have been issued pursuant to the Amended and Restated Note. As of June 30, 2016, the balance outstanding on the Note was $400,000, accrued interest was $35,287. Birch Advisors, LLC On July 23, 2015, pursuant to the terms and conditions of the Settlement Agreement referenced herein, the Company executed a new Consulting and Advisory Agreement (the Agreement) dated July 21, 2015 with Birch Advisors, LLC (Consultant) for a period of twenty-four (24) months to commence upon the execution date of the signed Agreement, payable in the form of a convertible debenture (New Note) in the amount of $300,000 at two percent (2%) interest per annum for a period of two years. Pursuant to the Agreement, Consultant shall be paid $37,500 each quarter in the form of a reduction of the outstanding principal balance of the New Note, convertible into shares of the Companys Common Stock at a share price equal to the lesser of $0.10 per share or a twenty-five (25%) discount of the three (3) lowest intraday trading average for the twenty (20) day trading period prior to each conversion date, until paid in full, with accrued and unpaid interest due and payable in the final payment. The Consultant will perform advisory and consultation services to the Company, including, but not limited to, assisting Companys management with general corporate operations, business development strategies, marketing and business plans, SEC compliance and advising the Company on other ad-hoc matters as appropriate. The parties agreed that either the Company or Consultant may request a quarterly review by a designated third party reviewer, whom shall determine if the Company has the right to terminate the Agreement earlier for non-performance by the Consultant. The Agreement also contains other customary and standard provisions. The convertible note liability will be recorded as the quarterly benchmarks are reached. The original note contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note. Using the Black-Scholes option pricing model, the fair market value of the of the of the embedded conversion option at inception was determined to be $84,267 with the following assumptions: risk-free rate of interest of .711%, expected life of 1.69 years, expected stock price volatility of 170.599%, and expected dividend yield of zero. The initial carrying value of the embedded conversion option was $84,267 and exceeded the note and $72,267 was attributed to the note discount and $12,000 was recorded one day derivative loss. The parties agreed to amend certain parts of the New Note that would mutually benefit each party. As of December 31, 2015, the Consultant and the Company had not specified the terms of any such amendment, but, at the request of the Consultant, no shares have been issued pursuant to the New Note. Birch completed the services during the six months for the period ended December 31, 2015, and the parties have mutually agreed to not issue the shares payable at this time. The Note payable is accrued by quarter since it depends on the services being performed. At June 30, 2016, the principal and accrued interest under the Note was $300,000 and $26,702, respectively. First Amendment to the Settlement Agreement On May 18, 2016, the Company and Birch First Capital Fund LLC ("Birch First Capital") and Birch First Advisors LLC ("Birch Advisors") executed the First Amendment to the Settlement Agreement (the "First Amendment"), pursuant to which the parties mutually agreed to amend and restate the amended and restated convertible debenture (the "Original Amended Note") in the original amount of USD $300,000 (the "Original Amended Note Amount"), the convertible debenture (the "Original New Note") in the original amount of USD $300,000 (the "Original New Note Amount") and the original consulting agreement (the "Original Consulting Agreement") dated on or about July 23, 2015, to reflect the following: (a) the execution of an Amended and Restated Convertible Redeemable Note (the "Amended and Restated Redeemable Note No.1") in the principal amount of USD $400,000, at a rate of ten percent (10%) per annum with interest commencing on July 23, 2015, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein, (b) the issuance by Company to Birch First Capital a three-year "cashless" stock purchase warrant (the "Warrant No.1") for the right to purchase a total of 4,000,000 shares of Series B preferred Stock of the Company (the "Preferred Warrant Shares"), at a purchase price of $0.001 per share, on the terms and conditions set forth therein, (c) the execution of an Amended and Restated Convertible Redeemable Note (the "Amended and Restated Redeemable Note No. 2") in the principal amount of USD $300,000, at a rate of ten percent (10%) per annum commencing on July 23, 2015, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein, (d) the execution of an Amended and Restated Consulting Agreement (the "Amended and Restated Consulting Agreement") on the terms and conditions set forth therein, including, but not limited to, for a period of twenty-four (24) months, with consideration payable to Birch Advisors and/or its assigns in cash in the amount of Ten Thousand Dollars ($10,000.00) per month, including, any and all payments set forth Amended and Restated Redeemable Note No.2, and the issuance by the Company to Birch First Advisors and/or assigns a three-year "cashless" stock purchase warrant (the "Warrant No.2") for the right to purchase up to 1,000,000 shares of common stock of the Company (the "Common Warrant Shares") each month a strike price of $0.001 per share (the "Exercise Price"), and (e) the acceptance by the Company of the execution of the Assignment of Amended and Restated Redeemable Note No.2 (hereinafter referred to as the "Assigned Note") between Birch Advisors and Birch First Capital, in which Birch Advisors agreed to assign the ownership interest of Assigned Note to Birch First Capital, on the terms and conditions set forth therein, of which the Company was not a party, however, provided consent at the request of Birch Advisors and Birch First Capital. In addition, each of the agreements contains customary representations and warranties provisions. The components of the convertible notes payable discussed in Note 6 through Note 9 at June 30, 2016 are as follows: Current portion $ 2,637,422 Convertible notes, long term portion $ 4,025,000 |
DERIVATIVE INSTRUMENT LIABILITI
DERIVATIVE INSTRUMENT LIABILITIES | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 10. DERIVATIVE INSTRUMENT LIABILITIES | The fair market value of the derivative instruments liabilities at June 30, 2016, was determined to be $343,839 with the following assumptions: (1) risk free interest rate of .20%, (2) remaining contractual life of .01 years, (3) expected stock price volatility of 304% to 370%, and (4) expected dividend yield of zero. Based upon the change in fair value, the Company has recorded a loss on derivative instruments for the six months ended June 30, 2016, of $1,124,993 and a corresponding increase in the derivative instruments liability. The entire amount of derivative instrument liabilities are classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 11 - COMMITMENTS | 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). As a result of the ruling in favor of the Company by the independent referee, the entire Agreement was cancelled. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 12. 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 managements best estimate of fair value. The Company's financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model, which the Companys classifies as a level three of the fair value measurement hierarchy. The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the valuation hierarchy. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 1,043,217 $ 1,043,217 The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2016. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 343,839 $ 343,839 As of June 30, 2016, the Company had a derivative liability amount of $343,839 which was classified as a Level 3 financial instrument. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 13. EQUITY INCENTIVE PLAN | Effective October 15, 2015, the Company adopted the Equity Incentive Plan (the Plan) whereby the Company may issue common stock, not to exceed 25,000,000 shares of common stock of the Company (the Stock Award Stock Awards Option Options Stock ISOs Code NQSOs Pursuant to the Plan, the exercise price of stock awards or options granted under the plan which are designated as NQSOs shall not be less than 85% of the fair market value of the stock subject to the Option on the date of grant, and not less than 65% of the fair market value of the stock subject to the Stock Award on the date of grant. To the extent required by applicable laws, rules and regulations, the exercise price of a NQSO granted to any person who owns, directly or by attribution of stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary (a Ten Percent Stockholder) shall in no event be less than 110% of the fair market value of the stock covered by the Stock Award or Option at the time the Stock Award or Option is granted. Pursuant to the Plan, the exercise price of stock awards or options granted under the Plan which are designated as ISOs shall not be less than the fair market value of the stock covered by the stock award or option at the time the option is granted. The exercise price of an ISO granted to any Ten Percent Stockholder shall in no event be less than 110% of the fair market value. The fair market value is defined as the closing price of such stock on the date before the date the value is to be determined on the principal recognized securities exchange or recognized securities market on which such stock is reported. If selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for such stock on the date before the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices). If there is no established market for the stock, the fair market value will be determined in good faith by the Administer. The Administer will either be the Board of Directors or an Administer appointed by the Board of Directors. We do not have outstanding stock awards or options to purchase shares of our common stock under the Plan at March 31, 2016. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 14 - STOCKHOLDERS' EQUITY | Authorized The Company is authorized to issue 250,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 500,000,000 shares of common stock, having a par value of $0.0001 per share. Effective October 15, 2015, the Company Restated its Articles of Incorporation and Bylaws, and Equity Incentive Plan increasing the total number of shares of stock of all classes which we shall have authority to issue from 60,000,000 shares to 750,000,000 shares, of which the Common Stock, $0.0001 par value per share, was increased from 50,000,000 shares to 500,000,000 shares (hereinafter called "Common Stock") and of which the Preferred Stock, $0.0001 par value per share, was increased from 10,000,000 shares to 250,000,000 shares (hereinafter called "Preferred Stock"). On May 17, 2016, the Company filed a Designation of Rights and Preferences for Series B Preferred stock authorizing 100,000,000 share to be issued under this designation. The Series B Preferred shares have a par value $.0001 and are senior to all other shares authorized by the Company. These share vote as if converted at a ratio of 1:1,000 and vote as a single class. Issued and Outstanding Preferred Stock At June 30, 2016, the Company there are no shares of preferred stock outstanding. On May 18, 2016, the Company authorized the issuance of 2,000,000 shares of Series B Preferred Stock to two (2) separate parties in the amount of 1,000,000 shares each to Ricketts and Antol, respectively, pursuant to the executed Ricketts Subscription Agreement and Antol Subscription Agreement. The Series B Preferred shares were offered and sold to the parties in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company based such reliance on certain representations made by each of the parties to the Company including that each of the parties were accredited investor s as defined in Rule 501 of Regulation D. These shares were not issued in this quarter and have been recorded in the financial statements for the year ended December 31, 2016. Common Stock At June 30, 2016, the Company has 130,237,299 shares of common stock issued and outstanding. During the six months ended June 30, 2016, the Company issued 102,515,033 shares of common stock for the conversion of $60,407 and $ 281 in accrued interest. Reverse Stock Split Effective October 15, 2015, the Board of Directors under their sole discretion by Board Resolution and applicable FINRA requirements may initiate a 1:1,000 Reverse Split, the number of shares of capital stock issued and outstanding will be reduced to the number of shares of capital stock issued and outstanding immediately prior to the effectiveness of a Reverse Split, divided by up to one thousand (1,000). Each fractional share shall be rounded up to the nearest whole share. There will be no change to the number of authorized shares of Common Stock and Preferred Stock as a result of a Reverse Split. With the exception of the number of shares issued and outstanding, the rights and preferences of the shares of capital stock prior and subsequent to a Reverse Split will remain the same. It is not anticipated that the Company's financial condition, the percentage ownership of management, the number of shareholders, or any aspect of the Company's business would materially change, solely as a result of a Reverse Split. Pursuant to Form 8K filed with the SEC on November 2, 2015, the Company stated that [e]ffective October 15, 2015, the Company effectuated the actions contained in this Section hereinabove. Although, the corporate action described did include the approval by the voting shareholders of a reverse stock split of up to 1 for 1,000, such effectuated action did not affect an actual (or specific) reverse split on such date, but rather provided for a future approval only. Subject to such approval, the Board of Directors were granted the right to effect a reverse split at any time during the following one year period, at a ratio (between 1 for 1,000), and on such determined effective date deemed appropriate by the Board Directors, at such time (which subsequently was determined later to be August 26, 2016). On August 26, 2016, the Board of Directors decided that it was in the best interest of the Company to approve a reverse split of the Company's Common Stock at a specified ratio of 1:1,000, as a condition of the execution of WOD Definitive Agreement, as described more fully under Subsequent Events in Item 12 herein, pursuant to the prior approval effective as of October 15, 2015, as referenced in Form 8K filed with the SEC on September 2, 2016. Further, the Company confirmed that at the effective time of the reverse stock split, all of the outstanding shares of our outstanding Common Stock were automatically converted into a smaller number of shares, at the reverse split ratio of 1:1,000, on the effective date. However, due to the fact, that on August 26, 2016, the Company was delinquent on certain required SEC quarterly filings for year ending 2016, it was determined by the Board of Directors that the effective date of the reverse stock split, could not be the same date as the approval date of August 26, 2016, and therefore, the effective date had to be postponed until such time as the Company became current as a fully reporting company. Separately, until the Company was current on its filings, the Company could not notify its shareholders about the effective date of the reverse split, which would also be subject to approval by FINRA. Therefore, the Company advises that it intends to define an effective date of the reverse stock split as soon as possible after the Company becomes current as a fully reporting company, and complete the required filing with the State of Florida, at which time notice of the effective date will be provided to the Companys shareholders under Form 8K and FINRA, as applicable. Holders of record of the Common Stock and Series B Convertible Preferred Stock at the close of business on the Record Date were entitled to participate in the written consent of our shareholders. Each share Common Stock was entitled to one vote and each share of Series B Convertible Preferred Stock was entitled to vote 1:1,000 to each share of Common Stock. Reverse Split On the effective date of the Reverse Split, as determined by the Company when applicable (the Effective Date), all of the outstanding shares of our outstanding Common Stock were automatically converted into a smaller number of shares, at the reverse split ratio of 1:1,000. The Reasons for the Reverse Split The Reverse Split was intended to reduce the number of outstanding shares in an effort to increase the market value of the remaining outstanding shares. In approving the Reverse Split, the Directors considered that the Company's Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. The Directors also believed that most investment funds are reluctant to invest in lower priced stocks. However, the effect of the Reverse Split upon the market price for the Company's Common Stock cannot be predicted with certainty, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of the Company's Common Stock after the Reverse Split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the Reverse Split. The market price of the Company's Common Stock may also be based on its performance and other factors, some of which may be unrelated to the number of shares outstanding. Potential Risks of The Reverse Split There can be no assurance that the bid price of the Company's Common Stock will continue at a level in proportion to the reduction in the number of outstanding shares resulting from the Reverse Split, that the Reverse Split will result in a per share price that will increase its ability to attract employees and other service providers or that the market price of the post-split Common Stock can be maintained. The market price of the Company's Common Stock is also based on its financial performance, market condition, the market perception of its future prospects and the Company's industry as a whole, as well as other factors, many of which are unrelated to the number of shares outstanding. If the market price of the Company's Common Stock declines after the Reverse Split, the percentage decline as an absolute number and as a percentage of the Company's overall capitalization may be greater than would occur in the absence of a Reverse Split. Potential Effects of The Reverse Split For each holder of Common Stock, the number of shares held on the Effective Date will be reduced by the Reverse Split as follows: the number of shares held before the Reverse Split will be divided by 1,000, and if the result had a fractional component, the result is that cash will be given in lieu of any fractional shares. By way of example, a shareholder with 100,000 shares of Common Stock before the Reverse Split will hold 100 shares of Common Stock upon completion of the Reverse Split and will receive cash in lieu of the fractional remaining share. The issuance of cash in lieu of fractional shares will effect a small change in the relative percent ownership of the respective common shareholders. This change is not expected to be material. Accounting Matters Effect on Authorized and Outstanding Shares With the exception of the number of shares issued and outstanding, the rights and preferences of the shares of capital stock prior and subsequent to the Reverse Split will remain the same. It is not anticipated that the Company's financial condition, the percentage ownership of management, the number of shareholders, or any aspect of the Company's business would materially change, solely as a result of the Reverse Split. The Reverse Split will be effectuated simultaneously for all of the Company's Common Stock and the exchange ratio was the same for all shares of the Company's Common Stock. The Reverse Split will affected all of our shareholders uniformly and will not affect any shareholder's percentage ownership interests in the Company or proportionate voting power, except to the extent caused by the exchange of cash in lieu of fractional shares. The Reverse Split will not alter the respective voting rights and other rights of shareholders. The Reverse Split was not intended as, and will not have the effect of, a "going private transaction" covered by Rule 13e-3 under the Exchange Act. As a result of the Reverse Split, there was a reduction in the number of shares of Common Stock issued and outstanding and no change to the number of authorized shares of the Companys Common Stock under the Companys Articles of Incorporation, as amended. Because the number of issued and outstanding shares of Common Stock decreased, the number of shares of Common Stock remaining available for issuance in the future increased. Effectiveness of The Reverse Split Exchange of Certificates After Split Tax Impact of the Reverse Split. The following discussion summarizing material federal income tax consequences of the Reverse Split is based on the Internal Revenue Code of 1986, as amended (the "Code"), the applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices in effect on the date this Information Statement was first mailed to shareholders. This discussion does not discuss consequences that may apply to special classes of taxpayers (e.g., non-resident aliens, broker-dealers, or insurance companies). Stockholders should consult their own tax advisors to determine the particular consequences to them. The receipt of the Common Stock following the effective date of the Reverse Split, solely in exchange for the Common Stock held prior to the Reverse Split, will not generally result in recognition of a gain or loss to the shareholders. Although the issue is not free from doubt, additional shares received in lieu of fractional shares, including shares received as a result of the rounding up of fractional ownership, should be treated in the same manner. The adjusted tax basis of a shareholder in the Common Stock received after the Reverse Split will be the same as the adjusted tax basis of the Common Stock held prior to the Reverse Split exchanged therefor, and the holding period of the Common Stock received after the Reverse Split will include the holding period of the Common Stock held prior to the Reverse Split exchanged therefor. No gain or loss will be recognized by the Company as a result of the Reverse Split. The Company's views regarding the tax consequences of the Reverse Split are not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts would accept the positions expressed above. THIS SUMMARY IS NOT INTENDED AS TAX ADVICE TO ANY PARTICULAR PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES OF COMMON STOCK ARE HELD AS "CAPITAL ASSETS" AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY'S SHAREHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF THE REVERSE SPLIT UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF THE REVERS SPLIT MAY VARY AS TO EACH STOCKHOLDER DEPENDING ON THE STATE IN WHICH SUCH STOCKHOLDER RESIDES. AS A RESULT, IT IS THE RESPONSIBILITY OF EACH SHAREHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF THE REVERSE SPLIT, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH THE REVERSE SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY OF EACH SHAREHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE AND LOCAL TAX RETURNS. Share Certificates Following the Reverse Split, the share certificates held will continue to be valid. In the future, new share certificates will reflect the reverse split, but this in no way will affect the validity of current share certificates. Warrants Issued for Services As of June 30, 2016, the Company had no outstanding warrants for services. The following table summarizes the warrant activity for the six months ended June 30, 2016: Balance December 31, 2015 2,307 $ 259 Granted Exercised Expired/ Cancelled (2,307 ) (259 ) Balance June 30, 2016 - $ - Warrants Issued In Settlements Balance December 31, 2015 - $ - Granted Preferred 7,000,000 700 Granted Common Exercised Expired/ Cancelled Balance June 30, 2016 7,000,000 700 |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 15 - ACQUISITION | Gaming License and Securities Purchase Agreement 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 acquisition was Ten Million Dollars ($10,000,000) payable in the form of a Promissory Note (the Note). Upon the signing 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 at 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 Companys shares of common stock at the average closing price of the Companys common stock for the five trading days immediately preceding March 31, 2021. Beginning on or after April 17, 2017, payments tendered in the form of Company common stock may be repurchased by the Company given the Sellers approval with the purchase price being the value of the shares at the corresponding payment date. The Company is not obligated to re-purchase the shares. 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. First Amendment; Securities Purchase Agreement and Note On September 30, 2015, the Company amended the Note and SPA to reflect a due date of April 6, 2016 in conjunction with the first payment of Nine Hundred Thousand Dollars ($900,000), which is due in either cash, stock, or 25% of the net revenues of EMBMs operations. The Note was also amended to reflect the current purchase price owed was reduced to $9,900,000, which deducts the $100,000 non-refundable deposit tendered on April 6, 2015. The business purpose for this amendment was to allow the Company the proper time to incorporate a Honduras corporation to be in compliance with the laws of the Republic of Honduras to effectively be able to transact business in that municipality. The good-faith non-refundable deposit permitted negotiation for a commitment at a later date. Second Amendment; Securities Purchase Agreement Effective November 20, 2015, the Company signed a Second Amendment (the Amendment) to the Securities Purchase Agreement (the Agreement) with H y H Investments, S.A. (the Seller) regarding the acquisition of the gaming license whereby the Company re-assigned the Agreement to Elite Holdings S.A., a wholly owned subsidiary owned by the Company on a jointly and severally liable basis with the Company so as to comply with the regulatory authority of the Republic of Honduras. The Amendment also removed any Required Approvals on part of the Seller to enter into the Agreement. The Amendment specifies that as long as the Company is current in its payment obligations, upon good faith payment, Purchaser shall have the right to operate gaming machines permitted under the license and proceed with the use of the license as owner of EMBM with full power and authority to contract, license, sub-license, loan, lease, enter into contract or any other business venture in which entitles Purchaser to the benefit of the license on behalf of the Corporation. The Amendment also clarified that the shares of EMBM would be assigned to Elite Holdings, S.A. after the full purchase price had been tendered to the Seller. The Company will recognize the appropriate asset and liability when performance occurs on the effective date April 6, 2016. Third Amendment; Securities Purchase Agreement and Joint Venture Agreement On May 20, 2016, the Company and H Y H Investments, S.A. ("HYHI") executed the Third Amendment to the Securities Purchase Agreement (the "Third Amendment"), pursuant to which the parties agreed to further clarify and amend and restate certain provisions of the Original Purchase Agreement, First Amendment and Second Amendment (the "Original Purchase Agreement"). Pursuant to the terms of the Third Amendment, the parties mutually agreed to cancel the Original Purchase Agreement dated April 6, 2015, in exchange for a new Joint Venture Agreement (the "Joint Venture") executed on even date therewith, pursuant to which the Company and HYHI agreed to create a joint venture relationship using Elite Data Holdings S.A., a Honduras corporation, a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company ("EVG"), a wholly-owned subsidiary of the Company, and a distributor license from HYHI and El Mar Muerto Beauty Mineral, S.A., a Honduras corporation ("EMBM") to establish gaming operations (the "Purpose") by distributing and maintaining a total of eighty (80) slot machines in the cities of La Lima, Cortes; eighty (80) slot machines in the cities of Trujillo, Colon; and One Hundred and Sixty (160) slot machines in Roatan in the bay island of Honduras. Pursuant to the terms of the Joint Venture, HYHI agreed to effect the distributor license (the "License") related to the Purpose, provided that the Company and EVG would be responsible for providing any and all financial and operational resources required to execute on the License granted to the Company, including, but not limited to, the funding for the initial and ongoing operating costs in the minimum amount of Five Hundred Thousand Dollars (USD $500,000) on or before December 31, 2016 (the "Initial Funding"). In addition, the Company and EVG agreed to pay HYHI consideration in the total amount of USD $10,000,000 (the "Total Consideration"), due and payable as follows: (a) Initial Payment. (b) Convertible Note. (c) Revenue Share Plan. The Joint Venture also included the option of the Company and EVG to acquire the ownership of EMBM and License directly, within thirty (30) days of the date payment in full of the Total Consideration is made to HYHI pursuant to the Agreement, at which time, EVG and Company would have the right to exercise an option (the "Option") to acquire one hundred percent (100%) of EMBM, including, but not limited to, any and all assets (e.g. gaming licenses, etc.), and liabilities required to continue the gaming operation set forth by the Joint Venture, for a purchase price of (USD $10.00) (the "Option Payment"), paid by the Company to HYHI. Upon receipt by HYHI of a written notice to exercise the Option and the Option Payment from EVG or Company, HYHI would execute any and all documents necessary to effect the assignment and transfer (the "EMBM Assignment") of one hundred percent (100%) of EMBM, including, but not limited to, any and all assets and liabilities required to continue the gaming operation set forth by the Joint Venture, to the Company, free of any encumbrances, liens, or other third party claims related to the DEAC and EGV, except for the obligations incurred from and remaining in the Joint Venture after the Assignment. In the event of a termination, or if the Company is unable to provide the Initial Funding when due, or for a period not to exceed ninety (90) days in each monthly instance, the financial and operational resources needed to maintain the operations of the Company for its intended Purpose in an amount not less than Twenty-Five Dollars (USD $25,000) per month, less any revenues generated during such period, HYHI shall have the right to cancel the Joint Venture in writing, thus terminating any further obligations of the parties to this Agreement (the "Termination"), including the cancellation of any further Minimum Licensing Fee Payments and the combined total of any outstanding amounts owed by DEAC, in excess of One Million Dollars (USD$1,000,000.00), on the Amended and Restated Redeemable Note and all other Licensing Redeemable Notes, issued to HYHI which have not been converted, or otherwise assigned, sold or transferred by HYHI to one or more other parties prior to such Termination date. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 16 - SUBSEQUENT EVENTS | Subsequent to our six months ended June 30, 2016 and to the date of filing of this Report, the Company issued the following additional shares of common stock in connection with the convertible notes: On September 1, 2016, the Company issued 62,815,000 common shares for the conversion of $753.78 of convertible debt. On June 7, 2017, the Company issued 13,500,000 common shares for the conversion of $1,477.50 of convertible debt. Termination Agreement to Definitive Agreement for the acquisition of a new subsidiary The Company and Properties of Merit Inc. ("POM") are parties to that certain Definitive Agreement, dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings with the first closing originally anticipated on or before May 27, 2016, subject to certain performance requirements of both parties prior to each closing. On July 22, 2016, Elite Data Services, Inc. (the "Company") and Properties of Merit Inc. ("POM") executed a Termination Agreement, pursuant to which the parties mutually agreed to terminate the Definitive Agreement dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM, in the form of three (3) separate closings, due to, among other reasons, certain events that occurred subsequent to the date of execution of the Definitive Agreement, including, but not limited to, the Company's inability to (i) become current in its reporting obligations with the Securities and Exchange Commission, and (ii) obtain the financings required to complete the first and subsequent closings to finance the ongoing activities of POM within a reasonable period of time. The Termination Agreement included amongst other provisions, a mutual release of each party related to any future rights and claims against the other, except that the Company is required to repay POM for advances made to Company pursuant to the executed definitive agreement in the total amount of Seventeen Thousand Five Hundred Dollars (USD $17,500.00), on the terms set forth in executed amended convertible redeemable note (the "Amended Note"), which replaces the original note set forth in the Definitive Agreement. Letter of Intent - WOD Market LLC On July 22, 2016, the Company and WOD Market LLC ("WOD"), a Colorado limited liability company executed a Letter of Intent for the proposed acquisition by the Company of WOD in the form of a share exchange arrangement on terms to be set forth in a definitive agreement and other ancillary agreements as are customary to consummate the transaction contemplated (the "Definitive Documentation"), anticipated to be signed and closed on or before July 29, 2016. Pursuant to the execution of the LOI, WOD agreed to arrange interim funding of no less than USD $40,000.00 for certain operational costs of the Company prior to closing, including expenses related to the completion of the Company's outstanding Form 10K for year ending December 31, 2015, and Form 10Q for periods ending March 31, 2016 and June 30, 2016, and other such items required in order for the Company to become a fully reporting public company, to be advanced within five (5) business days from the date of the LOI, under mutually agreed to terms to be formalized in the Definitive Documentation. Definitive Agreement for the Acquisition of WOD Markets LLC On August 26, 2016, the Company and the controlling shareholders of WOD Market LLC ("WOD"), a Colorado limited liability company (WOD), executed a definitive agreement (the "WOD Definitive Agreement"), pursuant to which the Company agreed to acquire one hundred percent (100%) of the ownership interest in WOD, in the form of three (3) separate closings, subject to the following terms and conditions: (a) First Closing . In addition, within two (2) business days after the Initial Closing, WOD shall advance a total of Forty Thousand Dollars ($40,000) to DEAC for the purposes of funding the completion of DEACs audit and SEC filing of Form 10K for the period ending December 31, 2015, Form 10Q for period ending March 31, 2016, Form 10Q for period ending June 30, 2016, and other documentation required for DEAC to become a compliant and fully reporting public company (the "Interim Financing"), secured by two (2) separately executed Convertible Redeemable Notes (WOD Notes). Further, as a condition of the execution of WOD Definitive Agreement, DEAC has agreed to immediately, as of August 26, 2016, initiate a reverse split of 1:1000 of DEACs Common Stock (the Reverse Split), pursuant to the prior approval received by DEAC from the holders of majority of DEACs outstanding capital stock, as described in the Schedule 14C filed with the SEC on September 23, 2015. The effective date of the reverse split is anticipated to commence on September 15, 2016, subject to final approval of FINRA. Subject to the completion of the Reverse Split, the Controlling Shareholders have agreed to exchange and cancel a total of 1,000,000 shares of Series B Preferred Stock (500,000 each by Dr. Ricketts and Mr. Antol) for a total of 25,000,000 shares of Common Stock of the DEAC to be issued post the date the Reverse Split is effective. (b) Second Closing. In addition, the Second Closing would be contingent upon DEAC completing all necessary corporate actions to effect any and all outstanding DEAC corporate matters, including, but not limited to, SEC filing of Form 10K for the period ending December 31, 2015, Form 10Q for period ending March 31, 2016, Form 10Q for period ending June 30, 2016, and other documentation required for DEAC to become a compliant and fully reporting public company (the SEC Filing). (c) Third Closing In addition, the Third Closing would be contingent upon WOD completing all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two years of audit financials for period ending December 31, 2014 and December 31, 2015, and interim reviewed financial for period ending June 30, 2016, including interim reviewed financial for period ending September 30, 2016, in accordance with US GAAP (the Books and Records), in form acceptable to DEAC and its auditors. Separately, DEAC must be current with all federal tax return filings for periods ending 2013, 2014 and 2015 on or before the Third Closing. Further, as a condition of the Final Closing, Dr. Ricketts (a Controlling Shareholder) has agreed to the termination of his contractor agreement dated May 18, 2016, as the Chairman and VP of Investor Relations of DEAC, and Mr. Antol (a Controlling Shareholder) has agreed to the termination of his contractor agreement dated May 18, 2016, as the Chief Financial Officer of DEAC, on mutually agreed to terms between DEAC and WOD prior to such closing. Pursuant to the each of the closings contemplated, certain officer and director appointments and resignations shall commence on both the Second Closing and Third and Final Closing. In the event of a termination of the Definitive Agreement after the First Closing or Second Closing, the Company is required to assign and transfer any and all WOD Units held by the Company back to the controlling shareholders of WOD, and WOD controlling shareholders is required to assign and transfer any and all New DEAC Shares back to Company. If WOD has arranged and completed any of the Interim Financings, then DEAC shall be required to abide by the terms of the Interim Financings, with neither party having any further obligations to one another thereafter, except as otherwise provided for herein. Separation and Settlement Agreements with Resigning Officers & Directors On or about January 10, 2017, the Company and Charles Rimlinger, an individual (the former Chief Executive Officer and Director of the Company) (the "Rimlinger") executed a Separation and Settlement Agreement (the Rimlinger Settlement Agreement), pursuant to the termination of his service as an officer and director of the Company, in exchange for the issuance of a one year Convertible Redeemable Note (the "Rimlinger Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. On or about January 10, 2017, the Company and Dr. James G. Ricketts, an individual (the former Chairman of the Board and VP of Investor Relations of the Company) (the "Ricketts") executed a Separation and Settlement Agreement (the Ricketts Settlement Agreement) in which the parties terminated both the Contractor Agreement (Ricketts Contractor) dated on or about May 18, 2016, and the Board Member Service Agreement (Ricketts Board Agreement) dated on or about May 18, 2016, in exchange for the issuance of a one year Convertible Redeemable Note (the "Ricketts Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. On January 10, 2017, the Company and Stephen Antol, an individual (the former Chief Financial Officer, Secretary and Treasurer of the Company) (the "Ricketts") executed a Separation and Settlement Agreement (the Settlement Agreement) in which the parties terminated the Contractor Agreement (Antol Contractor) dated on or about May 18, 2016, in exchange for the issuance of a one year Convertible Redeemable Note (the "Antol Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. On January 10, 2017, the Company and Brenton Mix, an individual (the newly appointed Chief Executive Officer, President, Chief Financial Officer and Director) (the "Mix") executed a Board of Directors Services Agreement (the "Mix Services Agreement"), in which the Company agreed to pay to Mix a fee in an amount equal Ten Thousand Dollars (USD $10,000), payable on a quarterly basis, in the form of cash and/or equity, in the form of shares of restricted common stock of the Company, pursuant to the terms and conditions of the Company's Stock Option Plan effective as of August 27, 2015, and further agreed to provide certain legal protections of Mix from certain liabilities of the Company, existing now or in the future, to the fullest extent permitted by applicable law related to his duties under the Mix Services Agreement, pursuant to the terms of the Indemnification Agreement (the "Mix Indemnification Agreement"), referenced by exhibit therein, executed on even date therewith. On January 10, 2017, the Company and Richard Phillips, an individual (a newly appointed Director) (the "Phillips") executed a Board of Directors Services Agreement (the "Phillips Services Agreement"), in which the Company agreed to pay to Phillips a fee in an amount equal Ten Thousand Dollars (USD $10,000), payable on a quarterly basis, in the form of cash and/or equity, in the form of shares of restricted common stock of the Company, pursuant to the terms and conditions of the Company's Stock Option Plan effective as of August 27, 2015, and further agreed to provide certain legal protections of Phillips from certain liabilities of the Company, existing now or in the future, to the fullest extent permitted by applicable law related to his duties under the Phillips Services Agreement, pursuant to the terms of the Indemnification Agreement (the "Phillips Indemnification Agreement"), referenced by exhibit therein, executed on even date therewith. Note Cancellation and Assignment; Transfer of Subsidiary On March 14, 2017, Company executed a note cancellation agreement and assignment with Baker & Myers & Associates LLC which resulted in Elite Data Marketing LLC being assigned and transferred from the Company for Baker Myers, and such entity no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company. Joint Venture Termination Agreement, Note Modification, and Assignment; Transfer of Subsidiary On or about March 14, 2017, the Company and H Y H Investments, S.A. (HYHI), a Honduras corporation executed a Joint Venture Termination Agreement (the JV Termination Agreement), in which the entire Joint Venture set forth in the original Joint Venture Agreement (the Joint Venture), dated May 20, 2016, was rendered null and void, except for the validity and enforceability of a total of Three Million Nine Hundred Thousand Dollars (US$3,900,000) represented by the first eight (8) quarterly payments of the original Amended and Restated Redeemable Note issued on or about May 20, 2016 in the amended principal amount of Four Million Nine Hundred Thousand Dollars (USD $4,900,000), in relation to the following payments: (A) two (2) separate payments of Four Hundred Fifty Thousand Dollars (USD $450,000), plus accrued interest to date, due on July 1, 2016 and October 1, 2016, respectively, for a total of Nine Hundred Thousand Dollars (USD $900,000), and payable in cash or convertible into shares of common stock of DEAC at a conversion price equal to the lesser of $0.01 per share or fifty percent (50%) to the five (5) trading day average closing price immediately preceding the payment date, and (B) the remaining balance of Four Million (USD $4,000,000) payable in cash in a total of eight (8) equal quarterly installments of Five Hundred Thousand Dollars (USD $500,000), plus accrued interest to date, on the first day of each quarter beginning with January 1, 2017 and ending on January 1, 2019, convertible into shares of common stock of DEAC at fifty percent (50%) discount to the five (5) trading day average closing price immediately preceding the payment date, and other terms more fully described in the amended note set forth in the Amended and Restate Redeemable Note, thus cancelling the final two (2) quarterly payments (seventh and eighth quarterly payments) of Five Hundred Thousand Dollars (USD $500,000) each for a reduction of One Million Dollars (UD$1,000,000) of the principal amount of the Amended and Restated Redeemable Note, pursuant to the terms of the Note Cancellation and Extinguishment Agreement (the Note Cancellation Agreement), attached as Exhibit A to the JV Termination Agreement, and any and all existing operations, including, but not limited to, all of the assets and liabilities of the Joint Venture remained in Elite Data Holdings S.A., a Honduras corporation (EDH), as a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company (EGV), with the ownership interest of EGV assigned and transferred to HYHI and/or its assigns as set forth in the Assignment (the Assignment), attached as Exhibit A-1 to the Note Cancellation Agreement, including other terms and conditions set forth therein. The termination of the Joint Venture resulted in Elite Gaming Ventures LLC (and, its wholly-owned subsidiary, Elite Data Holdings S.A.) no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company, except for certain amounts owed by the Company under a further amendment to the Amended and Restated Redeemable Note. Note Cancellation and Extinguishment Agreement On or about March 14, 2017, the Company and Baker & Myers & Associates LLC, a Nevada limited liability company ("Baker Myers," an entity owned by Sarah Myers, a former Secretary, Treasurer and Director of the Company) executed a Note Cancellation and Extinguishment Agreement (the Note Cancellation Agreement), pursuant to which Baker Myers (also herein referred to as Releasor) decided to exercise the entire Option Agreement for the acquisition of Elite Data Marketing LLC, a Florida limited liability company (the "EDM"), as set forth in the Share Exchange Agreement, dated May 18, 2016, in which Releasor agreed to forego and waive any and all right in, entitlement to or interest in any principal, interest, late charges, reimbursable attorneys fees, reimbursable expenses and any other sums due and payable with respect to a total of Two Hundred Thousand Dollars (US$200,000) of the final two (2) quarterly payments of the Redeemable Note dated May 18, 2016 (the Cancelled Sum), and any future payments due under the Cancelled Sum of the Redeemable Note and all or any other of Releasors rights under the Cancelled Sum of the Redeemable Note, thereby extinguishing and canceling the Cancelled Sum of the Redeemable Note and terminating any and all of Releasees obligations thereunder Cancelled Sum of the Redeemable Note, effective as of March 14, 2017 (the Effective Date), in exchange for the assignment and transfer by the Company of any and all of the issued and outstanding membership interests owned and held by Releasee representing a total of One Hundred Percent (100%) of the ownership interest of EDM to Releasor on the Effective Date (the Cancellation Transaction), pursuant to the Assignment of Membership Interests (the Assignment), attached as Exhibit A to the Note Cancellation Agreement, and including other terms and conditions set forth therein. The Cancellation Transaction and Assignment resulted in Elite Data Marketing LLC, which was created in May of 2016 to hold the assets of www.classifiedride.com originally acquired by the Company from Baker Myers, no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company. Baker Myers Warrant Transfer Voting Trust On March 14, 2017, Baker Myers executed that certain Voting Trust Agreement, of which the Company approved, in which Baker Myers agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the Warrant) for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock, owned and held by Baker Myers, to the Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 30,000 of Series B Preferred Stock, and 2,970,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Baker Myers, in accordance with the terms of the Voting Trust Agreement (as described more fully herein). Birch First Warrant Transfer Voting Trust On March 14, 2017, Birch First Capital Investments LLC (f/k/a Birch First Capital Fund LLC), a Delaware limited liability company (Birch First Capital) executed that certain Voting Trust Agreement, of which the Company approved, in which Birch First Capital agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the Warrant) for the right to purchase a total of 4,000,000 shares of Series B Preferred Stock, owned and held by Birch First Capital to the Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 40,000 shares Series B Preferred Stock, and 3,960,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Birch First Capital, in accordance with the terms of the Voting Trust Agreement (as described more fully herein). Ricketts and Antol Stock Transfer Voting Trust On or about March 14, 2017, Dr. James G. Ricketts, and Stephen Antol (each a Stockholder) executed a Voting Trust Agreement, which the Company approved in advance, in which each of the Stockholder, jointly and severally, agreed to each deposit with the Voting Trustee a total of 500,000 shares of Series B Preferred Stock (for a total of 1,000,000 shares), owned and held by each of them as Stockholders, as referenced in the execution of two (2) separate assignments, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be converted by the Company and Voting Trustee into a total of 5,000 shares of Series B Preferred Stock each (for total of 10,000 shares), and 495,000 shares of Common Stock each (for a total totaling 990,000 shares), to be held by the Voting Trustee in the Voting Trust for the benefit of each such Stockholder, in accordance with the terms of the Voting Trust Agreement (as described more fully herein). Joint Venture Termination Agreement, Note Modification, and Assignment; Transfer of Subsidiary On or about March 14, 2017, the Company and H Y H Investments, S.A. (HYHI), a Honduras corporation executed a Joint Venture Termination Agreement (the JV Termination Agreement), in which the entire Joint Venture set forth in the original Joint Venture Agreement (the Joint Venture), dated May 20, 2016, was rendered null and void, except for the validity and enforceability of a total of Three Million Nine Hundred Thousand Dollars (US$3,900,000) represented by the first eight (8) quarterly payments of the original Amended and Restated Redeemable Note issued on or about May 20, 2016 in the amended principal amount of Four Million Nine Hundred Thousand Dollars (USD $4,900,000), in relation to the following payments: (A) two (2) separate payments of Four Hundred Fifty Thousand Dollars (USD $450,000), plus accrued interest to date, due on July 1, 2016 and October 1, 2016, respectively, for a total of Nine Hundred Thousand Dollars (USD $900,000), and payable in cash or convertible into shares of common stock of DEAC at a conversion price equal to the lesser of $0.01 per share or fifty percent (50%) to the five (5) trading day average closing price immediately preceding the payment date, and (B) the remaining balance of Four Million (USD $4,000,000) payable in cash in a total of eight (8) equal quarterly installments of Five Hundred Thousand Dollars (USD $500,000), plus accrued interest to date, on the first day of each quarter beginning with January 1, 2017 and ending on January 1, 2019, convertible into shares of common stock of DEAC at fifty percent (50%) discount to the five (5) trading day average closing price immediately preceding the payment date, and other terms more fully described in the amended note set forth in the Amended and Restate Redeemable Note, thus cancelling the final two (2) quarterly payments (seventh and eighth quarterly payments) of Five Hundred Thousand Dollars (USD $500,000) each for a reduction of One Million Dollars (UD$1,000,000) of the principal amount of the Amended and Restated Redeemable Note, pursuant to the terms of the Note Cancellation and Extinguishment Agreement (the Note Cancellation Agreement), attached as Exhibit A to the JV Termination Agreement, and any and all existing operations, including, but not limited to, all of the assets and liabilities of the Joint Venture remained in Elite Data Holdings S.A., a Honduras corporation (EDH), as a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company (EGV), with the ownership interest of EGV assigned and transferred to HYHI and/or its assigns as set forth in the Assignment (the Assignment), attached as Exhibit A-1 to the Note Cancellation Agreement, including other terms and conditions set forth therein. The termination of the Joint Venture resulted in Elite Gaming Ventures LLC (and, its wholly-owned subsidiary, Elite Data Holdings S.A.) no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company, except for certain amounts owed by the Company under a further amendment to the Amended and Restated Redeemable Note. Amendment No. 2 to the Definitive Agreement for Purchase of WOD On or about March 14, 2017, the Company and WOD MARKET LLC, a Colorado limited liability company ("WOD"), and WOD Holdings Inc., a Delaware corporation (WODH), a newly formed entity, owned and held by Brenton Mix and Taryn Watson, individually (collectively referred to as the "WOD Controlling Member(s)"), executed amendment No.2 to the definitive agreement (the "Amendment No.2"), pursuant to which the parties agreed to the following amended abbreviated terms: 1. The definition of Second Closing and Third and Final Closing in the Original Agreement was amended and restated as follows: Second Closing shall be amended and replaced with the meaning of Subsequent Closings, as described and set forth in Schedule 1.1 Third and Final Closing shall be amended and replaced with the meaning of Subsequent Closings, representing a closing on the Controlling Equity Ownership, as described and set forth in Schedule 1.1 2. Section 1.1 of the Original Agreement was amended and restated as follows: Section 1.1 Acquisition of WOD Schedule 1.1 3. Section 1.2 of the Original Agreement was amended and restated as follows: Section 1.2 Agreement to Exchange WOD Units for New DEAC Shares Schedule 1.2 4. Section 8.2(d) of the Original Agreement was amended and restated as follows: (d) By either DEAC or WOD, if the closing on the Controlling Equity Ownership shall not have consummated before December 31, 2018; provided, however , that this Agreement may be extended by written notice of either WOD or DEAC if such closing shall not have consummated as a result of WOD or DEAC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however , that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; 5. The second paragraph of Section 8.3 of the Original Agreement was amended and restated as follows: Notwithstanding the foregoing, on the date of termination, WOD Controlling Members shall have the right to either (a) request the delivery of the proportional New DEAC Shares represented by the Equity Exchanges, held in Trust (as hereinafter defined), in which DEAC shall retain any and all ownership interest in WOD Units owned and held as of such date, or (b) forfeit any and all proportional New DEAC Shares held in Trust (as hereinafter defined), representing the Equity Exchanges as of such date, and request DEAC to return all WOD Units owned and held as of such date, first Initial Shares for Initial Closing Units, and then, in exchange for a payment from WOD or WOD Controlling Members, at the sole discretion of DEAC, in the form of either (i) a cash payment equal to two times (2x) the amount of the aggregate total of all Additional Capital Contributions (as defined in Schedule 1.1 herein) made by DEAC as of such date, or (ii) a stock payment equal to two and one half times (2.5x) the amount of the aggregate total of all Additional Capital Contributions (as defined in Schedule 1.1 herein) made by DEAC as of such date, to be issued in a parent entity of WOD, if such exists at the time, at a per share price and type of securities mutually determined at such time. Separately, DEAC shall be required to repay any outstanding balance of Interim Financings provided by WOD as set forth in Schedule 1.4(c) herein. Upon the completion of a termination, neither party shall have any further obligations to the other thereafter, except as otherwise provided for herein in this Agreement. 6. Section 1.4(b) of Schedule 1.4 of the Original Agreement was amended and restated as follows: (b) Books and Records 7. Schedules 1.1 and 1.2 of the Original Agreement were amended and restated, as more fully described in Exhibit I, attached hereto and incorporated by reference as being a part of the Original Agreement, as amended. 8. Schedule 1.4(c) of the Original Agreement, as amended, was amended further to reflect the resignation of Sarah Myers as the Secretary, Treasurer and Director of the Company, and the concurrent new appointment of Richard Phillips as the Secretary and Treasurer, in addition to his current position as a member of the Board of Directors of the Company, effective immediately. 9. Schedule 1.4 of the Original Agreement was amended to include the addition of Section 1.4(g) related to new contractor agreements as follows: (g) New Contractor Agreements Joint Venture Agreement to Exhibit I of Amendment No. 2 to the Definitive Agreement On or about March 14, 2017, the Company WOD Holdings Inc., a Delaware corporation (WODH) executed a Joint Venture Agreement (the Joint Venture Agreement) pursuant to Exhibit I of the Amendment No. 2 to the Definitive Agreement (the Amendment No. 2), whereby the parties agreed to form a Joint Venture (the Joint Venture) to further develop and manage the current business of WOD Market LLC, a Colorado limited liability company, as a provider of intelligent retail solutions for gym owners and coaches, including the management of retail sales, up front inventory purchases, ongoing inventory management, payments, marketing, and related services. Under the terms of the Joint Venture, the initial ownership interest of WOD was 20% owned by the Company, with the remaining 80% owned WODH, with the option of Company to provide additional capital contributions to WOD in increments of not less than $10,000 up to a total of $8 million dollars in the aggregate, which included an equity exchange of up to a total of 800 units (80%) of WOD owned initially by WODH to the Company for a total of approximately 199,000 shares of Series B Preferred Stock and approximately 18,801,000 shares of Common Stock of the Company (the Shares) to be issued to WODH upon the completion of a final closing on or before December 31, 2018, under the terms set forth in Amendment No. 2. Until a minimum of at least $4 million in additional capital contributions have been made by the Company to WOD, resulting in a controlling ownership interest of not less than 60% of WOD by the Company, all the Shares of Company stock earmarked for the equity exchange with WODH is being held in a Voting Trust (as defined elsewhere in this filing), along with other key shareholder positions, in order to recapitalize the Company post a 1:1000 reverse split (which was previously approved), pending effectiveness after the Company becomes a current and fully-reporting public company. Contractor Agreements to Exhibit C & D of Amendment No. 2 to the Definitive Agreement On or about March 14, 2017, the Company and Brenton Mix, an individual (and, also the Chairman, Chief Executive Officer, President and Chief Financial Officer of the Company) (Mix) executed a Contractor Agreement (the "Mix Agreement") to formalize the engagement Mix (pursuant to his original appointment dated January 10, 2107) for his continued services to the Company and for such other services, as deemed necessary by the Board of Directors, from time to time, for a period of three (3) years from the date of execution, and renewal for two (2) successive one (1) year terms unless terminated early. The Company agreed to compensate Mix in the form of (a) a total of $10,000 per month for the first year, $12,500 per month for the second year, $15,000 per month for the third year, and $20,000 per month for subsequent terms, payable in cash or converted into restricted common stock of the Company, at Mixs discretion, pursuant to the Company's Stock Option Plan then in effect, and (b) the right to participate in future stock options then in effect, including other terms and conditions set forth therein. On or about March 14, 2017, the Company and Richard Phillips, an individual (and, also the Secretary, Treasurer and Director of the Company) (Phillips) executed a Contractor Agreement (the "Phillips Agreement") to formalize the engagement Phillips (pursuant to his original appoin |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | 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 Corp. and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
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 six months ended June 30, 2016, the Company incurred no development costs. As of June 30, 2016, 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 June 30, 2016 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 June 30, 2016 and December 31, 2015. |
Cash | Cash include all highly liquid instruments with an original maturity of three months or less at the date of purchase. The Company maintains its cash in cash deposit accounts, which are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per legal ownership. At times, the Companys accounts may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. At June 30, 2016, the Company had no cash equivalents. |
Fair Value of Financial Instruments | The Companys 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 managements best estimate of fair value. The Company's financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model. |
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 affect 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. |
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 counterpartys 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 Issued Accounting Pronouncements | Other than as set forth below, management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." Effects of Notes Payable Amendments. Cancellation and Forgiveness of Debt In May 2016 the Company reorganized much of its debt and previous venture agreements. The table below shows the impact on the condensed consolidated financial statement of the modifications in these agreements. This table only shows those notes that were modified. Holder Note Value Reorg Value Change Reorg Forgiveness Cancellation Note Balance June 30, 2016 Interest Balance Reorg Forgiven Interest Retroactive Interest Interest Balance June 30, 2016 Note 1 $ 112,500 $ 187,500 $ 112,500 $ 300,000 $ 3,519 $ 19,600 $ 26,702 Note 2 225,000 175,000 225,000 400,000 4,375 26,133 35,286 Note 3 4,900,000 4,900,000 245,000 Note 4 587,564 587,564 500,000 110,353 $ 92,465 33,417 57,277 Note 5 136,960 38,040 136,960 175,000 41,564 45,147 Note 6 27,500 27,500 1,054 1,383 Note 7 50,000 50,000 Derivative Liability Reorg Debt Discount Reorg Note Extinguishment Note 1 $ 913,039 $ 66,421 $ 112,500 Note 2 911,332 83,288 225,000 Note 3 Note 4 587,564 Note 5 136,960 Note 6 Note 7 50,000 50,000 The table below shows the impact on notes payable by the modifications above and the re-catagorizing of the notes to their remaining term. Holder Short Term Long Term Related Party Note 1 $ 300,000 Note 2 400,000 Note 3 $ 1,900,000 3,000,000 Subtotal 3,700,000 Note 4 250,000 250,000 Yes Note 5 100,000 75,000 Yes Subtotal 350,000 325,000 Note 6 27,500 Note 7 50,000 Note 8 17,500 Note 9 79,310 Note 10 42,239 Note 11 14,787 Note 12 142,340 Subtotal 2,273,676 Debt Discount (5,574 ) Total 2,268,102 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Condensed consolidated financial statement modification | Holder Note Value Reorg Value Change Reorg Forgiveness Cancellation Note Balance June 30, 2016 Interest Balance Reorg Forgiven Interest Retroactive Interest Interest Balance June 30, 2016 Note 1 $ 112,500 $ 187,500 $ 112,500 $ 300,000 $ 3,519 $ 19,600 $ 26,702 Note 2 225,000 175,000 225,000 400,000 4,375 26,133 35,286 Note 3 4,900,000 4,900,000 245,000 Note 4 587,564 587,564 500,000 110,353 $ 92,465 33,417 57,277 Note 5 136,960 38,040 136,960 175,000 41,564 45,147 Note 6 27,500 27,500 1,054 1,383 Note 7 50,000 50,000 Derivative Liability Reorg Debt Discount Reorg Note Extinguishment Note 1 $ 913,039 $ 66,421 $ 112,500 Note 2 911,332 83,288 225,000 Note 3 Note 4 587,564 Note 5 136,960 Note 6 Note 7 50,000 50,000 |
Re-catagorizing notes payable | Holder Short Term Long Term Related Party Note 1 $ 300,000 Note 2 400,000 Note 3 $ 1,900,000 3,000,000 Subtotal 3,700,000 Note 4 250,000 250,000 Yes Note 5 100,000 75,000 Yes Subtotal 350,000 325,000 Note 6 27,500 Note 7 50,000 Note 8 17,500 Note 9 79,310 Note 10 42,239 Note 11 14,787 Note 12 142,340 Subtotal 2,273,676 Debt Discount (5,574 ) Total 2,268,102 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Convertible Promissory Notes Tables | |
Convertible notes payable | Current portion $ 2,637,422 Convertible notes, long term portion $ 4,025,000 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurement Tables | |
Fair value of derivative liabilities | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 1,043,217 $ 1,043,217 The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2016. Level 1 Level 2 Level 3 Total Derivative Liabilities $ - $ - $ 343,839 $ 343,839 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders Equity Tables | |
Summarizes the warrant activity | The following table summarizes the warrant activity for the six months ended June 30, 2016: Balance December 31, 2015 2,307 $ 259 Granted Exercised Expired/ Cancelled (2,307 ) (259 ) Balance June 30, 2016 - $ - Warrants Issued In Settlements Balance December 31, 2015 - $ - Granted Preferred 7,000,000 700 Granted Common Exercised Expired/ Cancelled Balance June 30, 2016 7,000,000 700 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narratvie) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2016 | Mar. 14, 2017 | |
Amount of initial funding to execute on license granted | $ 500,000 | |||
Description of ownership percentage | The Company currently owns a minority interest stake of 20% as of August 26, 2016, with 100% ownership interest anticipated to be completed on or before October 15, 2016. | |||
Reverse stock split | 1:1000 | |||
Series B Preferred Stock [Member] | WODH Market LLC [Member] | ||||
Shares issued | 199,000 | |||
WOD Market LLC [Member] | ||||
Ownership percentage | 20.00% | 20.00% | ||
Ownership percentage owned by WODH | 80.00% | |||
Shares exchanged under business aquisition | 800 | |||
Description of join venture under business acquisition | Under the terms of the Joint Venture, the initial ownership interest of WOD was 20% owned by the Company, with the remaining 80% owned WODH, with the option of Company to provide additional capital contributions to WOD in increments of not less than $10,000 up to a total of $8 million dollars in the aggregate, which included an equity exchange of up to a total of 800 units (80%) of WOD owned initially by WODH to the Company for a total of approximately 199,000 shares of Series B Preferred Stock and approximately 19,801,000 shares of Common Stock of the Company (the ?Shares?) to be issued to WODH upon the completion of a final closing on or before December 31, 2018, under the terms set forth in Amendment No. 2. | |||
Reverse stock split | 1:1000 | |||
Description of capital contributions under business acquisition | Until a minimum of at least $4 million in additional capital contributions have been made by the Company to WOD, resulting in a controlling ownership interest of not less than 60% of WOD by the Company, all the Shares of Company stock earmarked for the equity exchange with WODH is being held in a Voting Trust (as defined elsewhere in this filing), along with other key shareholder positions, in order to recapitalize the Company post a 1:1000 reverse split (which was previously approved), pending effectiveness after the Company becomes a current and fully-reporting public company. | |||
WOD Market LLC [Member] | Minimum [Member] | ||||
Capital contributions | $ 10,000 | |||
WOD Market LLC [Member] | Maximum [Member] | ||||
Capital contributions | $ 80,000,000 | |||
WODH Market LLC [Member] | Common Stock [Member] | ||||
Shares issued | 19,801,000 |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Basis Of Presentation And Going Concern Details Narrative | ||
Accumulated a deficit | $ (19,900,620) | $ (14,045,712) |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jun. 30, 2016USD ($) |
Note 1 [Member] | |
Note Value Reorg | $ 112,500 |
Value Change Reorg | 187,500 |
Forgiveness Cancellation | 112,500 |
Note Balance | 300,000 |
Interest Balance Reorg | 3,519 |
Forgiven Interest | |
Retroactive Interest | 19,600 |
Interest Balance | 26,702 |
Note 2 [Member] | |
Note Value Reorg | 225,000 |
Value Change Reorg | 175,000 |
Forgiveness Cancellation | 225,000 |
Note Balance | 400,000 |
Interest Balance Reorg | 4,375 |
Forgiven Interest | |
Retroactive Interest | 26,133 |
Interest Balance | 35,286 |
Note 3 [Member] | |
Note Value Reorg | |
Value Change Reorg | 4,900,000 |
Forgiveness Cancellation | |
Note Balance | 4,900,000 |
Interest Balance Reorg | |
Forgiven Interest | |
Retroactive Interest | |
Interest Balance | 245,000 |
Note 4 [Member] | |
Note Value Reorg | 587,564 |
Value Change Reorg | |
Forgiveness Cancellation | 587,564 |
Note Balance | 500,000 |
Interest Balance Reorg | 110,353 |
Forgiven Interest | 92,465 |
Retroactive Interest | 33,417 |
Interest Balance | 57,277 |
Note 5 [Member] | |
Note Value Reorg | 136,960 |
Value Change Reorg | 38,040 |
Forgiveness Cancellation | 136,960 |
Note Balance | 175,000 |
Interest Balance Reorg | 41,564 |
Forgiven Interest | |
Retroactive Interest | |
Interest Balance | 45,147 |
Note 6 [Member] | |
Note Value Reorg | |
Value Change Reorg | 27,500 |
Forgiveness Cancellation | |
Note Balance | 27,500 |
Interest Balance Reorg | |
Forgiven Interest | |
Retroactive Interest | 1,054 |
Interest Balance | 1,383 |
Note 7 [Member] | |
Note Value Reorg | 50,000 |
Value Change Reorg | |
Forgiveness Cancellation | 50,000 |
Note Balance | |
Interest Balance Reorg | |
Forgiven Interest | |
Retroactive Interest | |
Interest Balance |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Jun. 30, 2016USD ($) |
Note 1 [Member] | |
Derivative Liability Reorg | $ 913,039 |
Debt Discount Reorg | 66,421 |
Note Extinguishment | 112,500 |
Note 2 [Member] | |
Derivative Liability Reorg | 911,332 |
Debt Discount Reorg | 83,288 |
Note Extinguishment | 225,000 |
Note 3 [Member] | |
Derivative Liability Reorg | |
Debt Discount Reorg | |
Note Extinguishment | |
Note 4 [Member] | |
Derivative Liability Reorg | |
Debt Discount Reorg | |
Note Extinguishment | 587,564 |
Note 5 [Member] | |
Derivative Liability Reorg | |
Debt Discount Reorg | |
Note Extinguishment | 136,960 |
Note 6 [Member] | |
Derivative Liability Reorg | |
Debt Discount Reorg | |
Note Extinguishment | |
Note 7 [Member] | |
Derivative Liability Reorg | |
Debt Discount Reorg | 50,000 |
Note Extinguishment | $ 50,000 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Discount | $ 5,574 | $ 194,659 |
Total | 2,268,102 | $ 180,437 |
Note 1 [Member] | ||
Long Term | 300,000 | |
Note 2 [Member] | ||
Long Term | 400,000 | |
Note 3 [Member] | ||
Short Term | 1,900,000 | |
Long Term | 3,000,000 | |
Subtotal [Member] | ||
Long Term | 3,700,000 | |
Note 4 [Member] | ||
Short Term | 250,000 | |
Long Term | $ 250,000 | |
Related Party | Yes | |
Note 5 [Member] | ||
Short Term | $ 100,000 | |
Long Term | $ 75,000 | |
Related Party | Yes | |
Subtotal 1 [Member] | ||
Short Term | $ 350,000 | |
Long Term | 325,000 | |
Note 6 [Member] | ||
Short Term | 27,500 | |
Note 7 [Member] | ||
Short Term | 50,000 | |
Note 8 Member] | ||
Short Term | 17,500 | |
Note 9 [Member] | ||
Short Term | 79,310 | |
Note 10 [Member] | ||
Short Term | 42,239 | |
Note 11 [Member] | ||
Short Term | 14,787 | |
Note 12 [Member] | ||
Short Term | 142,340 | |
Subtotal 2 [Member] | ||
Short Term | $ 2,273,676 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Summary Of Significant Accounting Policies Details Narrative | |
Federal Deposit Insurance Corporation expenss | $ 250,000 |
DEPOSIT FOR PURCHASE OF LICEN33
DEPOSIT FOR PURCHASE OF LICENSE (JOINT VENTURE PAYMENT) (Details Narrative) | Apr. 06, 2016USD ($) | Apr. 06, 2015USD ($)Machine | May 20, 2016USD ($)Machine | Apr. 04, 2015USD ($) |
Escrow deposit | $ 100,000 | |||
Deposit | $ 100,000 | |||
EMBM [Member] | ||||
Percentage of revenue | 25.00% | |||
Reduced purchased price | $ 9,900,000 | |||
Firts payment of note | $ 900,000 | |||
First Amendment [Member] | ||||
Non-refundable deposit | $ 100,000 | |||
First Amendment [Member] | EMBM [Member] | ||||
Percentage of revenue | 25.00% | |||
Reduced purchased price | $ 9,900,000 | |||
Firts payment of note | $ 900,000 | |||
Third Amendment [Member] | ||||
Total purchase price | $ 10,000,000 | |||
Deposit | 100,000 | |||
Firts payment of note | $ 100,000 | |||
Roatan [Member] | ||||
Number of gaming license | Machine | 160 | |||
Roatan [Member] | Third Amendment [Member] | ||||
Number of gaming license | Machine | 160 | |||
La Lima [Member] | ||||
Number of gaming license | Machine | 80 | |||
La Lima [Member] | Third Amendment [Member] | ||||
Number of gaming license | Machine | 80 | |||
Trujillo [Member] | ||||
Number of gaming license | Machine | 80 | |||
Trujillo [Member] | Third Amendment [Member] | ||||
Number of gaming license | Machine | 80 | |||
Promissory Note [Member] | ||||
Total purchase price | $ 10,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May 18, 2016 | Jun. 30, 2016 | May 20, 2016 | Jan. 15, 2014 | |
Elite Data Marketing LLC [Member] | Subsidiary Issuer [Member] | ||||
Membership interest | 100.00% | |||
Autoglance LLC [Member] | Subsidiary Issuer [Member] | ||||
Membership interest | 51.00% | |||
Baker Myers [Member] | ||||
Interest rate | 10.00% | |||
Principal amount | $ 500,000 | |||
Separate payments | $ 62,500 | |||
Conversion price | equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein. | |||
Membership interest | 51.00% | |||
Common stock consideration | 765,000 | |||
Cancelled Amount | $ 179,965 | |||
Baker Myers [Member] | Series B Preferred Stock [Member] | ||||
Common stock purchase warrant | 3,000,000 | |||
Purchase price | $ 0.001 | |||
Baker Myers [Member] | Elite Data Marketing LLC [Member] | ||||
Membership interest | 100.00% | |||
Baker Myers [Member] | January 13, 2014 [Member] | ||||
Note balance | $ 756,481 | |||
Accrued interest | 756,481 | |||
Carrying value | $ 587,564 | |||
Interest rate | 8.00% | |||
Maturity Date | Jan. 13, 2017 | |||
Interest rate increase | 10.00% | |||
Conversion rate | 5.00% | |||
Total shares of common stock, percentage | 4.99% | |||
Per day fee | $ 2,000 | |||
Baker Myers [Member] | January 13, 2013 [Member] | ||||
Accrued interest | $ 92,465 | |||
Original amount | 587,500 | |||
Principal amount | $ 87,500 | |||
Baker Myers [Member] | May,18 2016 [Member] | ||||
Note balance | 557,277 | |||
Accrued interest | $ 557,277 |
PAYABLE - RELATED PARTY (Detail
PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accrued interest | $ 281 | ||
Loans from a related party | $ 350,000 | $ 136,960 | |
Myers [Member] | Line of Credit [Member] | |||
Interest rate | 10.00% | 12.00% | |
Accrued interest | $ 45,147 | $ 27,540 | |
Loans from a related party | $ 175,000 | $ 151,000 |
PROMISSORY NOTE (Details Narrat
PROMISSORY NOTE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 24, 2016 | May 18, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Accrued interest | $ 281 | ||||
Convertible notes payable | 3,700,000 | $ 49,555 | |||
Tarpon Bay Partners [Member] | Line of Credit [Member] | Promissory Note [Member] | |||||
Promissory Note Balance | $ 50,000 | 50,000 | |||
Promissory note due date | Jan. 31, 2016 | ||||
Debt conversion converted rate | 10.00% | ||||
Transaction costs | $ 50,000 | ||||
Accrued interest | 4,610 | 4,610 | |||
Note discount balance | $ 50,000 | ||||
Termination Agreement [Member] | Tarpon Bay Partners [Member] | Line of Credit [Member] | |||||
Promissory Note Balance | $ 50,000 | ||||
Promissory note due date | Jul. 14, 2015 | ||||
Debt conversion converted rate | 10.00% | ||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | ||||
Principal amount | $ 50,000 | ||||
Termination Agreement, Description | on July 14, 2015 (the "Effective Date"), to be due and payable to Tarpon by Company in four (4) separate equal quarterly payments of Twelve Thousand Five Hundred Dollars (USD $12,500), plus accrued interest to date, due on the first day of each quarter beginning on July 1, 2016, convertible into shares of the Company's common stock at a conversion price equal to fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 9.99% | ||||
New Purchase Agreement [Member] | Tarpon Bay Partners [Member] | Line of Credit [Member] | |||||
Proceeds from Issuance of Common Stock | $ 15,000,000 | ||||
Termination Agreement to Definitive Agreement [Member] | |||||
Accrued interest | 17,785 | ||||
Termination Agreement, Description | the parties mutually agreed to terminate the Definitive Agreement dated May 20, 2016, incorporated by reference in Form 8K filed with the SEC on May 24, 2016, pursuant to which the Company agreed to acquire one hundred percent (100%)of the ownership interest in POM | ||||
Membership interest | 100.00% | ||||
Convertible notes payable | $ 17,500 | ||||
Settlement Letter [Member] | Convertible Redeemable Note [Member] | |||||
Promissory Note Balance | $ 20,000 | ||||
Promissory note due date | Jul. 31, 2016 | ||||
Debt conversion converted rate | 10.00% | ||||
Accrued interest | $ 28,883 | ||||
Principal amount | $ 27,500 | ||||
Common stock conversion price | $ 0.01 | ||||
Lowest trading price | 58.00% | ||||
Continued services | $ 7,500 | ||||
Consecutive trading days | 10 days |
RELATED PARTY CONVERTIBLE PRO37
RELATED PARTY CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | Jan. 13, 2014 | May 18, 2016 | Sep. 30, 2014 | Jun. 30, 2016 |
Baker Myers Note and Share Cancellation and Exchange Agreement [Member] | ||||
Accrued interest | $ 57,277 | |||
Principal amount | $ 500,000 | |||
Cancelled Amount | 179,965 | |||
Separate payments | $ 62,500 | |||
Description of conversion price | Equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein. | |||
Interest rate | 10.00% | |||
Promissory Note Balance | $ 500,000 | |||
Baker Myers Note and Share Cancellation and Exchange Agreement [Member] | Elite Data Marketing LLC [Member] | ||||
Membership interest | 100.00% | |||
Baker Myers Note and Share Cancellation and Exchange Agreement [Member] | Series B Preferred Stock [Member] | ||||
Common stock purchase warrant | 3,000,000 | |||
Purchase price | $ 0.001 | |||
Baker Myers Convertible Note [Member] | ||||
Convertible note | $ 587,564 | |||
Interest rate | 8.00% | |||
Maturity Date | Jan. 13, 2017 | |||
Consecutive trading days | 180 days | |||
Conversion price | 5.00% | |||
Total shares of common stock, percentage | 4.99% | |||
Per day fee | $ 2,000 | |||
Baker Myers Convertible Note [Member] | Minimum [Member] | ||||
Interest rate | 8.00% | |||
Baker Myers Convertible Note [Member] | Maximum [Member] | ||||
Interest rate | 10.00% | |||
January 13, 2013 [Member] | Baker Myers Note and Share Cancellation and Exchange Agreement [Member] | ||||
Original amount | $ 587,500 | |||
Accrued interest | 92,465 | |||
Principal amount | $ 87,500 |
CONVERTIBLE PROMISSORY NOTE (De
CONVERTIBLE PROMISSORY NOTE (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible notes payable | $ 3,700,000 | $ 49,555 |
Convertible notes current portion | ||
Convertible notes payable | 2,637,422 | |
Convertible notes long term portion | ||
Convertible notes payable | $ 4,025,000 |
CONVERTIBLE PROMISSORY NOTE (39
CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | Jul. 14, 2015 | Jun. 11, 2015 | May 18, 2016 | Jan. 28, 2016 | Jul. 23, 2015 | Jul. 21, 2015 | Jun. 16, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Aug. 16, 2013 |
Proceeds from convertible note | $ 17,500 | $ 325,000 | |||||||||||
Debt discount | $ 83,799 | $ 291,308 | |||||||||||
Common stock shares issued | 130,237,299 | 130,237,299 | 27,722,266 | ||||||||||
Convertible notes payable | $ 3,700,000 | $ 3,700,000 | $ 49,555 | ||||||||||
Risk-free rate of interest | 20.00% | ||||||||||||
Expected life | 4 days | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Reverse stock split | 1:1000 | ||||||||||||
First Amendment to the Settlement Agreement [Member] | |||||||||||||
Convertible debenture | $ 300,000 | ||||||||||||
Amended and Restated Consulting Agreement [Member] | First Amendment to the Settlement Agreement [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Convertible debenture | $ 400,000 | ||||||||||||
Terms of conversion feature | Convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days | ||||||||||||
July 23, 2015 [Member] | Series B Preferred Stock [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Common stock purchase warrant | 4,000,000 | ||||||||||||
Purchase price | $ 0.001 | ||||||||||||
July 23, 2015 [Member] | Amended and Restated Consulting Agreement [Member] | |||||||||||||
Common stock purchase warrant | 1,000,000 | ||||||||||||
Purchase price | $ 0.001 | ||||||||||||
Considration | $ 10,000 | ||||||||||||
July 23, 2015 [Member] | Amended and Restated Consulting Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||
Principal amount | $ 300,000 | ||||||||||||
Terms of conversion feature | Equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein | ||||||||||||
Convertible Note with Birch First Capital Fund LLC [Member] | |||||||||||||
Convertible note | $ 37,500 | ||||||||||||
Lowest trading price | 50.00% | ||||||||||||
Consecutive trading days | 20 days | ||||||||||||
Outstanding balance | 225,000 | $ 225,000 | |||||||||||
Accrued interest | 35,287 | 35,287 | |||||||||||
Note discount | $ 225,000 | ||||||||||||
Derivative liability | $ 247,028 | ||||||||||||
Line of credit payable | $ 151,000 | ||||||||||||
Conversion price | 10.00% | ||||||||||||
Fair value market price | $ 472,028 | ||||||||||||
Risk-free rate of interest | 0.711% | ||||||||||||
Expected life | 2 years | ||||||||||||
Expected stock price volatility | 175.371% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Carrying value | $ 472,028 | ||||||||||||
Non-cash settlement aggregating fees | 85,842 | ||||||||||||
Convertible Note with Birch First Capital Fund LLC [Member] | Amended and Restated Note [Member] | |||||||||||||
Convertible note | $ 75,000 | ||||||||||||
Interest rate | 2.00% | 2.00% | |||||||||||
Remaining principal balance | $ 400,000 | ||||||||||||
Common stock shares issued | 750,000 | ||||||||||||
Convertible debenture | $ 300,000 | ||||||||||||
Conversion price | 10.00% | ||||||||||||
Execution of the settlement agreement | five (5) days | ||||||||||||
Convertible Note with EMA Financial, LLC [Member] | |||||||||||||
Convertible note | $ 156,500 | 14,160 | 14,160 | ||||||||||
Proceeds from convertible note | 135,000 | ||||||||||||
Legal fees | $ 21,500 | ||||||||||||
Interest rate | 12.00% | ||||||||||||
Lowest trading price | 60.00% | ||||||||||||
Consecutive trading days | 20 days | ||||||||||||
Outstanding balance | 142,340 | 142,340 | |||||||||||
Accrued interest | 17,971 | 17,971 | |||||||||||
Note discount | 11,518 | 11,518 | |||||||||||
Maturity Date | Jul. 14, 2016 | ||||||||||||
Remaining principal balance | 142,340 | 142,340 | |||||||||||
Debt discount | $ 5,574 | ||||||||||||
Common stock shares issued | 100,000 | ||||||||||||
Ownership percentage | 4.90% | ||||||||||||
Purchase price | $ 156,500 | ||||||||||||
Convertible Note with EMA Financial, LLC [Member] | Note Maturity Date [Member] | |||||||||||||
Interest rate | 24.00% | ||||||||||||
Consecutive trading days | 5 days | ||||||||||||
Convertible Note with Adar Bays, LLC [Member] | |||||||||||||
Convertible note | $ 52,500 | 37,713 | 37,713 | ||||||||||
Proceeds from convertible note | $ 45,000 | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Lowest trading price | 58.00% | ||||||||||||
Consecutive trading days | 10 days | ||||||||||||
Outstanding balance | 14,787 | 14,787 | |||||||||||
Accrued interest | 2,427 | 2,427 | |||||||||||
Note discount | 0 | 0 | |||||||||||
Maturity Date | Jun. 16, 2016 | ||||||||||||
Convertible debt issued | 6.00% | ||||||||||||
Derivative liability | $ 25,047 | ||||||||||||
Remaining principal balance | 14,787 | 14,787 | |||||||||||
Debt discount | 48,412 | ||||||||||||
Derivative liability conversion feature | 73,459 | ||||||||||||
Convertible Note with LG Capital Funding, LLC [Member] | |||||||||||||
Convertible note | 52,500 | 10,261 | 10,261 | ||||||||||
Proceeds from convertible note | $ 45,000 | ||||||||||||
Interest rate | 6.00% | ||||||||||||
Lowest trading price | 58.00% | ||||||||||||
Consecutive trading days | 10 days | ||||||||||||
Outstanding balance | 42,239 | 42,239 | |||||||||||
Accrued interest | $ 281 | 2,669 | 2,669 | ||||||||||
Note discount | 0 | 0 | |||||||||||
Maturity Date | Jun. 16, 2016 | ||||||||||||
Convertible debt issued | 6.00% | ||||||||||||
Derivative liability | $ 25,047 | ||||||||||||
Remaining principal balance | 42,239 | 42,239 | |||||||||||
Debt discount | 48,412 | ||||||||||||
Derivative liability conversion feature | $ 73,459 | ||||||||||||
Convertible Note with JSJ Investments Inc. [Member] | |||||||||||||
Convertible note | $ 100,000 | 20,690 | 20,690 | ||||||||||
Proceeds from convertible note | $ 88,000 | ||||||||||||
Interest rate | 12.00% | ||||||||||||
Lowest trading price | 45.00% | ||||||||||||
Consecutive trading days | 20 days | ||||||||||||
Outstanding balance | 14,417 | 14,417 | |||||||||||
Accrued interest | 11,912 | 11,912 | |||||||||||
Note discount | 85,583 | 85,583 | |||||||||||
Maturity Date | Dec. 11, 2015 | ||||||||||||
Convertible debt issued | 12.00% | ||||||||||||
Derivative liability | $ 91,388 | ||||||||||||
Accrued interest | 6,625 | 6,625 | |||||||||||
Debt conversion converted rate | 150.00% | ||||||||||||
Remaining principal balance | $ 79,310 | 79,310 | |||||||||||
Debt discount | 0 | ||||||||||||
Principal amount | $ 79,310 | ||||||||||||
Convertible Note with Birch Advisors LLC [Member] | |||||||||||||
Convertible note | $ 37,500 | ||||||||||||
Interest rate | 2.00% | ||||||||||||
Lowest trading price | 25.00% | ||||||||||||
Consecutive trading days | 20 days | ||||||||||||
Outstanding balance | 300,000 | ||||||||||||
Accrued interest | $ 26,702 | ||||||||||||
Note discount | $ 72,267 | ||||||||||||
Derivative liability | $ 12,000 | ||||||||||||
Convertible debenture | $ 300,000 | ||||||||||||
Conversion price | 10.00% | ||||||||||||
Execution of the settlement agreement | period of twenty-four (24) months | ||||||||||||
Fair value market price | $ 84,267 | ||||||||||||
Risk-free rate of interest | 0.711% | ||||||||||||
Expected life | 1 year 8 months 9 days | 2 years | |||||||||||
Expected stock price volatility | 170.599% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Carrying value | $ 84,267 |
DERIVATIVE INSTRUMENT LIABILI40
DERIVATIVE INSTRUMENT LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative liabilities | $ 343,839 | $ 343,839 | $ 1,043,217 | ||
Risk free interest rate | 20.00% | ||||
Remaining contractual life | 4 days | ||||
Dividend yield | 0.00% | ||||
Increase in derivative instruments liability | $ 955,045 | $ 1,124,993 | |||
Minimum [Member] | |||||
Expected stock price volatility | 304.00% | ||||
Maximum [Member] | |||||
Expected stock price volatility | 370.00% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Derivative liabilities | $ 343,839 | $ 1,043,217 |
Level 1 | ||
Derivative liabilities | ||
Level 2 | ||
Derivative liabilities | ||
Level 3 | ||
Derivative liabilities | $ 343,839 | $ 1,043,217 |
FAIR VALUE MEASUREMENT (Detai42
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value Measurement Details Narrative | ||
Derivative liabilities | $ 343,839 | $ 1,043,217 |
EQUITY INCENTIVE PLAN (Details
EQUITY INCENTIVE PLAN (Details Narrative) - shares | Oct. 15, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Common Stock, Shares, Issued | 130,237,299 | 27,722,266 | |
Equity Incentive Plan [Member] | |||
Exercise price of stock awards description | NQSOs shall not be less than 85% of the fair market value of the stock subject to the Option on the date of grant, and not less than 65% of the fair market value of the stock subject to the Stock Award on the date of grant | ||
Equity Incentive Plan [Member] | Ten Percent Stockholder [Member] | |||
Exercise price of stock awards description | Shall in no event be less than 110% of the fair market value of the stock covered by the Stock Award or Option at the time the Stock Award or Option is granted | ||
Equity Incentive Plan [Member] | Maximum [Member] | |||
Common Stock, Shares, Issued | 25,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Warrants Issued for Services [Member] | 6 Months Ended |
Jun. 30, 2016shares | |
Number of warrants shares, Beginning | 2,307 |
Granted warrants | |
Exercised warrants | |
Expired/Cancelled warrants | (2,307) |
Number of warrants shares, Ending | |
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 | (259) |
Weighted Average Exercise Price warrants, Ending |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Warrants Issued In Settlements [Member] | 6 Months Ended |
Jun. 30, 2016shares | |
Number of warrants shares, Beginning | |
Granted Preferred Warrants | 7,000,000 |
Granted Common Warrants | |
Expired/Cancelled warrants | |
Number of warrants shares, Ending | 7,000,000 |
Weighted Average Exercise Price warrants, Beginning | |
Weighted Average Exercise Price warrants, Granted Preferred | 700 |
Weighted Average Exercise Price warrants, Granted Common | |
Weighted Average Exercise Price warrants, Expired/Cancelled | |
Weighted Average Exercise Price warrants, Ending | 700 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | Oct. 15, 2015shares | Aug. 26, 2016 | May 17, 2016$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)Machine$ / sharesshares | May 18, 2016shares |
Preferred stock, authorized | 250,000,000 | 250,000,000 | ||||
Preferred stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, Authorized | 500,000,000 | 500,000,000 | ||||
Common stock, Issued | 130,237,299 | 27,722,266 | ||||
Common stock, outstanding | 130,237,299 | 27,722,266 | ||||
Common stock shares issued Company | 102,515,033 | |||||
Note conversion balance | $ | $ 60,407 | |||||
Agreement term | 2 years | |||||
Lowest closing bid price | 90.00% | |||||
Draw down | $ | $ 5,000,000 | |||||
Reverse stock split | 1:1000 | |||||
Fair value of the closing stock price | $ / shares | $ 1.25 | |||||
Accrued interest | $ | $ 281 | |||||
Minimum [Member] | ||||||
Preferred stock, authorized | 10,000,000 | |||||
Common stock, Authorized | 50,000,000 | |||||
Increased share of common stock | 60,000,000 | |||||
Maximum [Member] | ||||||
Preferred stock, authorized | 250,000,000 | |||||
Common stock, Authorized | 500,000,000 | |||||
Increased share of common stock | 750,000,000 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock Series B, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, authorized | 100,000,000 | |||||
Preferred stock, issued | 2,000,000 | |||||
Reverse stock split | 1:1000 | 1:1,000 | ||||
Reverse Split, description | the number of shares held before the Reverse Split will be divided by 1,000, and if the result had a fractional component, the result is that cash will be given in lieu of any fractional shares. By way of example, a shareholder with 100,000 shares of Common Stock before the Reverse Split will hold 100 shares of Common Stock upon completion of the Reverse Split and will receive cash in lieu of the fractional remaining share. | |||||
Reverse split diversion unit | Machine | 1,000 | |||||
Series B Preferred Stock [Member] | Ricketts [Member] | ||||||
Preferred stock, issued | 1,000,000 | |||||
Series B Preferred Stock [Member] | Antol [Member] | ||||||
Preferred stock, issued | 1,000,000 | |||||
Tarpon [Member] | ||||||
Purchase of common stock | $ | $ 5,000,000 | |||||
Percentage of common stock | 9.99% | |||||
After Reverse Split [Member] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Board of Directors [Member] | ||||||
Reverse stock split | 1:1,000 | 1:1,000 | ||||
Stock Issued During Period, Shares, Reverse Stock Splits | 1,000 | |||||
Voting right shareholders reverse stock split, description | a reverse stock split of up to 1 for 1,000, such effectuated action did not effect an actual (or specific) reverse split on such date, but rather provided for a future approval only. Subject to such approval, the Board of Directors were granted the right to effect a reverse split at any time during the following one year period, at a ratio (between 1 for 1,000), and on such determined effective date deemed appropriate by the Board Directors, at such time (which subsequently was determined later to be August 26, 2016). |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | Apr. 06, 2016 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 01, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Apr. 06, 2015 |
Due to related party | $ 350,000 | $ 136,960 | |||||
First Amendment [Member] | |||||||
Non-refundable deposit | $ 100,000 | ||||||
Third Amendment to Securities Purchase Agreement [Member] | |||||||
Operating costs minimum amount | $ 500,000 | ||||||
Monthly considration | 10,000,000 | ||||||
Initial Payment | $ 100,000 | ||||||
Third Amendment to Securities Purchase Agreement [Member] | EGV [Member] | Revenue Share Plan [Member] | |||||||
Revenue share split percentage | 25.00% | ||||||
Revenue share split percentage after considration | 100.00% | ||||||
Third Amendment to Securities Purchase Agreement [Member] | HYHI [Member] | Revenue Share Plan [Member] | |||||||
Revenue share split percentage | 75.00% | ||||||
Minimum Licensing Fee | $ 250,000 | ||||||
Purchase price | $ 10 | ||||||
Minimum maintain amount | $ 25,000 | ||||||
Agreement termination limit | $ 1,000,000 | ||||||
Third Amendment to Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||
Interest rate | 10.00% | ||||||
Original amount | $ 9,900,000 | ||||||
Revised amount | 4,900,000 | ||||||
Principal amount | $ 900,000 | ||||||
Principal Repayment | $ 450,000 | $ 450,000 | |||||
Description of conversion price | equal to the lesser of $0.01 per share or fifty percent (50%) to the five (5) trading day average closing price immediately preceding the payment date, and (B) the remaining balance of Four Million (USD $4,000,000) payable in cash in a total of eight (8) equal quarterly installments of Five Hundred Thousand Dollars (USD $500,000), plus accrued interest to date | ||||||
EMBM [Member] | |||||||
Interest rate | 3.85% | ||||||
Due to related party | $ 900,000 | ||||||
Percentage of revenue | 25.00% | ||||||
Reduced purchased price | $ 9,900,000 | ||||||
Firts payment of note | $ 900,000 | ||||||
Purchase price acquisition, description | Ten Million Dollars ($10,000,000) payable in the form of a Promissory Note (the Note). Upon the signing of the Agreement and Note, the $100,000 funds in escrow were paid to the Seller under the terms of the Note. | ||||||
Note payble yearly, Amount | $ 2,500,000 | ||||||
EMBM [Member] | First Amendment [Member] | |||||||
Percentage of revenue | 25.00% | ||||||
Reduced purchased price | $ 9,900,000 | ||||||
Firts payment of note | $ 900,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 14, 2017 | Jan. 10, 2017 | Aug. 29, 2017 | Aug. 26, 2016 | Jul. 22, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Sep. 15, 2016 | May 20, 2016 | Dec. 31, 2015 | Oct. 15, 2015 |
Due to related party | $ 350,000 | $ 136,960 | |||||||||
Reverse stock split | 1:1000 | ||||||||||
Common stock, Authorized | 500,000,000 | 500,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||||||||
Minimum [Member] | |||||||||||
Common stock, Authorized | 50,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Common stock, Authorized | 500,000,000 | ||||||||||
Third Amendment to Securities Purchase Agreement [Member] | |||||||||||
Operating costs minimum amount | $ 500,000 | ||||||||||
Monthly considration | 10,000,000 | ||||||||||
Initial Payment | 100,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Termination Agreement One [Member] | HYHI [Member] | |||||||||||
Principal amount | $ 4,900,000 | ||||||||||
Description of conversion price | equal to the lesser of $0.01 per share or fifty percent (50%) to the five (5) trading day average closing price immediately preceding the payment date, and (B) the remaining balance of Four Million (USD $4,000,000) payable in cash in a total of eight (8) equal quarterly installments of Five Hundred Thousand Dollars (USD $500,000), plus accrued interest to date, on the first day of each quarter beginning with January 1, 2017 and ending on January 1, 2019, convertible into shares of common stock of DEAC at fifty percent (50%) discount to the five (5) trading day average closing price immediately preceding the payment date, and other terms more fully described in the amended note set forth in the Amended and Restate Redeemable Note, thus cancelling the final two (2) quarterly payments (seventh and eighth quarterly payments) of Five Hundred Thousand Dollars (USD $500,000) each for a reduction of One Million Dollars (UD$1,000,000) | ||||||||||
Subsequent Event [Member] | Joint Venture Termination Agreement One [Member] | HYHI [Member] | October 1, 2016 [Member] | |||||||||||
Separate payments | $ 900,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Termination Agreement One [Member] | HYHI [Member] | July 1, 2016 [Member] | |||||||||||
Separate payments | 450,000 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Brenton Mix [Member] | Transaction Two [Member] | |||||||||||
Monthly compensation | 12,500 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Brenton Mix [Member] | Transaction Four [Member] | |||||||||||
Monthly compensation | 20,000 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Brenton Mix [Member] | Transaction One [Member] | |||||||||||
Monthly compensation | 10,000 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Brenton Mix [Member] | Transaction Three [Member] | |||||||||||
Monthly compensation | 15,000 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Richard Phillips [Member] | Transaction Two [Member] | |||||||||||
Monthly compensation | 2,500 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Richard Phillips [Member] | Transaction One [Member] | |||||||||||
Monthly compensation | 1,250 | ||||||||||
Subsequent Event [Member] | Contractor Agreements [Member] | Richard Phillips [Member] | Transaction Three [Member] | |||||||||||
Monthly compensation | $ 5,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | WOD [Member] | |||||||||||
Ownership interest | 20.00% | ||||||||||
Series B Preferred Stock exchange | 199,000 | ||||||||||
Additional capital contributions | $ 4,000,000 | ||||||||||
New shares | 18,801,000 | ||||||||||
Reverse stock split | 1:1000 | 1 for 10,000 | |||||||||
Capital stock authorized | 750,000,000 | ||||||||||
Amended to capital stock authorized increase | 10,500,000,000 | ||||||||||
Common stock, Authorized | 500,000,000 | ||||||||||
Amended Common stock, Authorized increase | 10,000,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Preferred stock, Par value | $ 0.0001 | ||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | WOD [Member] | Minimum [Member] | |||||||||||
Additional capital contributions | $ 10,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | WOD [Member] | Maximum [Member] | |||||||||||
Additional capital contributions | $ 8,000,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | WODH [Member] | |||||||||||
Ownership interest | 80.00% | ||||||||||
Subsequent Event [Member] | Joint Venture Termination Agreement [Member] | HYHI [Member] | |||||||||||
Principal amount | $ 4,900,000 | ||||||||||
Quarterly payments | $ 3,900,000 | ||||||||||
Description of conversion price | equal to the lesser of $0.01 per share or fifty percent (50%) to the five (5) trading day average closing price immediately preceding the payment date, and (B) the remaining balance of Four Million (USD $4,000,000) payable in cash in a total of eight (8) equal quarterly installments of Five Hundred Thousand Dollars (USD $500,000), plus accrued interest to date, on the first day of each quarter beginning with January 1, 2017 and ending on January 1, 2019, convertible into shares of common stock of DEAC at fifty percent (50%) discount to the five (5) trading day average closing price immediately preceding the payment date, and other terms more fully described in the amended note set forth in the Amended and Restate Redeemable Note, thus cancelling the final two (2) quarterly payments (seventh and eighth quarterly payments) of Five Hundred Thousand Dollars (USD $500,000) each for a reduction of One Million Dollars (UD$1,000,000) | ||||||||||
Subsequent Event [Member] | Joint Venture Termination Agreement [Member] | HYHI [Member] | October 1, 2016 [Member] | |||||||||||
Separate payments | $ 900,000 | ||||||||||
Subsequent Event [Member] | Joint Venture Termination Agreement [Member] | HYHI [Member] | July 1, 2016 [Member] | |||||||||||
Separate payments | 450,000 | ||||||||||
Subsequent Event [Member] | Separation and Settlement Agreements [Member] | Brenton Mix [Member] | |||||||||||
Monthly compensation | $ 10,000 | ||||||||||
Subsequent Event [Member] | Separation and Settlement Agreements [Member] | Charles Rimlinger [Member] | |||||||||||
Interest rate | 10.00% | ||||||||||
Principal amount | $ 40,000 | ||||||||||
Description of conversion price | equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. | ||||||||||
Subsequent Event [Member] | Separation and Settlement Agreements [Member] | Dr. James G. Ricketts [Member] | |||||||||||
Interest rate | 10.00% | ||||||||||
Principal amount | $ 40,000 | ||||||||||
Description of conversion price | equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. | ||||||||||
Subsequent Event [Member] | Separation and Settlement Agreements [Member] | Stephen Antol [Member] | |||||||||||
Interest rate | 10.00% | ||||||||||
Principal amount | $ 40,000 | ||||||||||
Description of conversion price | equal to the lesser of $0.01 per share or a a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. | ||||||||||
Subsequent Event [Member] | Separation and Settlement Agreements [Member] | Richard Phillips [Member] | |||||||||||
Monthly compensation | $ 10,000 | ||||||||||
Subsequent Event [Member] | Acquisition of WOD Markets LLC [Member] | |||||||||||
Ownership interest | 100.00% | ||||||||||
Subsequent Event [Member] | Acquisition of WOD Markets LLC [Member] | Third Closing [Member] | |||||||||||
Ownership interest | 60.00% | ||||||||||
New shares | 14,800,000 | ||||||||||
Subsequent Event [Member] | Acquisition of WOD Markets LLC [Member] | First Closing [Member] | |||||||||||
Ownership interest | 20.00% | ||||||||||
Series B Preferred Stock exchange | 100,000 | ||||||||||
Series B Preferred Stock exchange description | 500,000 each by Dr. Ricketts and Mr. Antol for a total of 25,000,000 shares of Common Stock of the DEAC to be issued post the date the Reverse Split is effective. | ||||||||||
Reverse stock split | 1:1000 | ||||||||||
Initial funding | $ 40,000 | ||||||||||
Subsequent Event [Member] | Third Amendment to Securities Purchase Agreement [Member] | |||||||||||
Monthly considration | 10,000,000 | ||||||||||
Initial Payment | $ 100,000 | ||||||||||
Subsequent Event [Member] | Letter of Intent - WOD Market LLC [Member] | |||||||||||
Operating costs minimum amount | $ 40,000 | ||||||||||
Subsequent Event [Member] | Acquisition of a new subsidiary [Member] | |||||||||||
Ownership interest | 100.00% | ||||||||||
Payment against advances | $ 17,500 | ||||||||||
Note Cancellation and Extinguishment Agreement [Member] | Subsequent Event [Member] | |||||||||||
Due to related party | $ 200,000 | ||||||||||
Ownership percentage | 100.00% | ||||||||||
Birch First Warrant Transfer - Voting Trust [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||
Stock purchase warrant | 4,000,000 | ||||||||||
Common stock held | $ 3,960,000 | ||||||||||
Preferred Stock held | 40,000 | ||||||||||
Reverse stock split | 1:1000 | ||||||||||
Ricketts and Antol Stock Transfer - Voting Trustt [Member] | Subsequent Event [Member] | |||||||||||
Reverse stock split | 1:1000 | ||||||||||
Ricketts and Antol Stock Transfer - Voting Trustt [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||
Deposit shares | 500,000 | ||||||||||
Common stock held | $ 495,000 | ||||||||||
Preferred Stock held | 5,000 | ||||||||||
Ricketts and Antol Stock Transfer - Voting Trustt [Member] | Subsequent Event [Member] | Total Shares [Member] | |||||||||||
Deposit shares | 1,000,000 | ||||||||||
Common stock held | $ 990,000 | ||||||||||
Preferred Stock held | 10,000 | ||||||||||
Baker Myers Warrant Transfer - Voting Trust [Member] | Subsequent Event [Member] | |||||||||||
Common stock held | $ 2,970,000 | ||||||||||
Reverse stock split | 1:1000 | ||||||||||
Baker Myers Warrant Transfer - Voting Trust [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||
Stock purchase warrant | 3,000,000 | ||||||||||
Common stock held | $ 30,000 |